FOURTH AMENDMENT TO
CREDIT AGREEMENT
FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of May ____, 1997
(this "Fourth Amendment"), to the Credit Agreement dated as of September 29,
1995, as amended by the First Amendment dated as of October 27, 1995, the
Second Amendment dated as of September 17, 1996 and the Third Amendment dated
as of December 2, 1996 (the "Credit Agreement"), among Champion Enterprises,
Inc. (the "Company"), Comerica Bank and The First National Bank of Chicago
(the "Banks"), and Comerica Bank as agent for the Banks (in such capacity, the
"Agent").
W I T N E S S E T H:
WHEREAS, the Company, the Banks and the Agent are parties to the
Credit Agreement; and
WHEREAS, the Company wishes to amend the Credit Agreement to
increase the amount of permitted redemptions of the Company's common stock;
and
WHEREAS, the Banks and the Agent have agreed to amend the Credit
Agreement on the terms and subject to the conditions set forth below;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, it is hereby agreed as follows:
ARTICLE I -- DEFINITIONS AND AMENDMENTS
1.1 Defined Terms. Capitalized terms used herein which are defined
in the Credit Agreement are used herein with such defined meanings.
1.2 Amendment to Section 7.1. Section 7.1 of the Credit Agreement
is amended by deleting the figure "$10,000,000" where it appears therein and
replacing it with the figure "$80,000,000."
ARTICLE II -- REPRESENTATIONS AND WARRANTIES;
CONDITIONS PRECEDENT
2.1 Representations; No Default. On and as of the date hereof
and after giving effect to this Fourth Amendment, the Company hereby (a)
confirms, reaffirms and restates the representations and warranties set forth
in Section 5 of the Credit Agreement, except to the extent that such
representations and warranties relate solely to an earlier date in which case
the Company confirms, reaffirms and restates such representations and
warranties for such early date, provided that the references to the Credit
Agreement therein shall be deemed to be to the Credit Agreement as amended by
this Fourth Amendment, and (b) represents that no Event of Default has
occurred and is continuing.
2.2 Effective Date. This Fourth Amendment shall become
effective on the first date upon which the Agent shall have received
counterparts of this Fourth Amendment executed by the Company, the Banks and
the Agent.
ARTICLE III - MISCELLANEOUS
3.1 Limited Effect. Except as expressly amended hereby, all of
the provisions, covenants, terms and conditions of the Credit Agreement shall
continue to be, and shall remain, in full force and effect in accordance with
its terms.
3.2 Expenses. The Company shall reimburse the Agent for all of
its reasonable costs and expenses (including legal expenses) incurred in
connection with the preparation, execution and delivery of this Fourth
Amendment.
3.3 Guarantors. Each Guarantor, by its execution of this Fourth
Amendment, hereby consents to all transactions contemplated hereby and
reaffirms and ratifies all of its obligations to the Agent and the Banks under
the Guaranty.
3.4 Counterparts. This Fourth Amendment may be executed by
one or more parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed and delivered by their proper and duly authorized
officers or other agents as of the date first above written.
COMPANY:
CHAMPION ENTERPRISES, INC.
By
Its
AGENT AND BANKS:
COMERICA BANK, as Agent and as a
Bank
By
Its
THE FIRST NATIONAL BANK OF CHICAGO
By
Its
GUARANTORS:
CHAMPION MOTOR COACH, INC.
By
Its
CHAMPION HOME BUILDERS CO.
By
Its
MODULINE INTERNATIONAL, INC.
By
Its
LAMPLIGHTER HOMES, INC.
By
Its
DUTCH HOUSING, INC.
By
Its
CHANDELEUR HOMES, INC.
By
Its
CREST RIDGE HOMES, INC.
By
Its
BUILDERS CREDIT CORPORATION
By
Its
CHAMPION FINANCIAL CORPORATION
By
Its
