EXHIBIT B-9
FIFTH AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx
Gentlemen:
The undersigned, Thor Industries, Inc., a Delaware corporation (the
"BORROWER") refers to the Credit Agreement dated as of December 4, 1992 (as
amended through and including the Fourth Amendment thereto dated as of August
31, 1995, the "CREDIT AGREEMENT") and currently in effect between the Borrower,
the Banks party hereto, and Xxxxxx Trust and Savings Bank, as Agent. All
capitalized terms used herein without definition shall have the same meanings as
they have in the Credit Agreement. The Borrower hereby applies to the Banks for
certain modifications to the Credit Agreement and the Borrower's borrowing
arrangements with the Banks.
Accordingly, upon the Banks' acceptance hereof in the space provided for
that purpose below, this letter shall serve as an agreement between the Borrower
and the Banks amending the Credit Agreement as follows:
1. The definition of "Termination Date" appearing in Section 1 shall be
deleted in its entirety and shall be and hereby is amended as follows:
"TERMINATION DATE" means November 29, 1996.
2. The definition of "Prime Rate" appearing in Section 1 shall be deleted
in its entirety.
3. The definition of "Domestic Rate" shall be added in Section 1 and
shall read as follows:
"DOMESTIC RATE" means, for any day, the greater of (i) the rate of
interest announced by the Agent from time to time as its prime
commercial rate, as in effect on such day; or (ii) the sum of (x) the
rate determined by the Agent to be the average (rounded upwards, if
necessary, to the next higher 1/100 of 1%) of the rates per annum
quoted to the Agent at approximately 10:00 a.m. (Chicago time) (or as
soon thereafter as is practicable) on such day (or, if such day is not
a Business Day, on the immediately preceding Business Day) by two or
more Federal funds brokers selected by the Agent for the sale to the
Agent at face value of Federal funds in an amount equal or comparable
to the principal amount owed to the
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Agent for which such rate is being determined, PLUS (Y) 1/2 of 1% (.5%).
4. The definition of "Prime Rate Loan" appearing in Section 1 shall be
deleted in its entirety .
5. The definition of "Domestic Rate Loan" shall be added in Section 1 and
shall read as follows:
"DOMESTIC RATE LOAN" means a Revolving Credit Loan bearing interest prior
to maturity at the rate specified in Section 2.4(a).
6. All references in the Credit Agreement to "Prime Rate" shall be
deleted and "Domestic Rate" substituted in lieu thereof.
7. All references in the Credit Agreement to "Prime Rate Loan" shall be
deleted and "Domestic Rate Loan" substituted in lieu thereof.
8. Section 2.4(a) of the Credit Agreement is hereby amended in its
entirety and so amended shall read as follows:
(a) Each Domestic Rate Loan made by a Bank shall bear interest on the
unpaid principal thereof from the date such Domestic Rate Loan is made
until maturity (whether by acceleration or otherwise) at a rate per
annum equal to the Domestic Rate in effect minus 2.00% per annum
payable on the last Business Day of each March, June, September and
December.
9. In order to induce the Banks to execute and deliver this Fifth
Amendment, the Borrower hereby represents to the Banks that as of the date
hereof and as of the time that this Fifth Amendment becomes effective, each of
the representations and warranties set forth in Section 3 of the Credit
Agreement are and shall be and remain true and correct (except that the
representations contained in Section 3 shall be deemed to refer to the most
recent financial statements of the Borrower delivered to the Banks) and the
Borrower is in full compliance with all of the terms and conditions of the
Credit Agreement and no Event of Default as defined in the Credit Agreement as
amended hereby nor any Potential Event of Default as so defined, shall have
occurred and be continuing.
10. This Fifth Amendment shall not become effective unless and until all
of the following conditions have been satisfied:
(a) The Agent shall have received copies executed or certified (as
may be appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery of this Amendment to the
extent any Bank may request.
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(b) All legal matters incident to the execution and delivery hereof
and of the other instruments and transactions contemplated hereby
shall be satisfactory to the Agent and its counsel.
11. This Fifth Amendment may be executed in any number of counterparts and
by different parties hereto on separate counterparts, each of which when so
executed shall be an original but all of which to constitute one and the same
instrument. Except as specifically amended and modified hereby, all of the terms
and conditions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Fifth Amendment need be made in any
note, instrument or other document making reference to the Credit Agreement, any
reference to the Credit Agreement in any of such to be deemed to be a reference
to the Credit Agreement as amended hereby. All capitalized terms used herein
without definition shall have the same meanings herein as they have in the
Credit Agreement. The Borrower agrees to pay all out-of-pocket costs and
expenses incurred by the Banks in connection with the preparation, execution and
delivery of this Fifth Amendment and the documents and transactions contemplated
hereby, including the fees and expenses of Messrs. Xxxxxxx and Xxxxxx with
respect to the foregoing. This instrument shall be construed and governed by and
in accordance with the laws of the State of Illinois.
Dated as of November 3O, 1995.
THOR INDUSTRIES, INC.
By:
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Its:
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Accepted and agreed to as of the date and year last above written.
XXXXXX TRUST AND SAVINGS BANK,
in its individual capacity as Bank and as Agent
By:
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Its Vice President
BANK ONE, COLUMBUS, NA
By:
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Its:
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