SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: January 8, 1996
CHAMPION PARTS, INC.
(Exact name of Registrant as specified in its Charter)
Illinois 1-7807 36-2088911
(State or other (Commission File Number) (IRS Employer Identi-
jurisdiction of fication No.)
Incorporation)
2525 22nd Street, Oak Brook, Illinois 60521
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 573-6600
<PAGE>
Item 5. Other Matters.
Exhibit 10 (a)
On January 8, 1996 the Company and its lending banks signed a
Fourth Amendment to Amended and Restated Credit Agreement (the "Fourth
Amendment"). This Agreement extended the Company's credit facility to
March 31, 1996. Under the agreement, the Company obtained an
initial commitment of $12,800,000. The commitment will decline to
$11,500,000 on January 31, 1996 and $9,800,000 on February 29, 1996
commensurate with the Company's plan to sell assets related to its
discontinued product lines. The Company also agreed to certain cash
flow covenants related to ongoing operations, set forth in the Fourth
Amendment.
The above descriptions of the Fourth Amendment to the Amended and
Restated Credit Agreement are necessarily incomplete and are qualified
in their entirety by the complete copy of the Fourth Amendment to the
Amended and Restated Credit Agreement, a copy of which is filed as an
exhibit hereto and its hereby incorpoarted by this reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHAMPION PARTS, INC.
/s/ Mark Smetana
Mark Smetana
Vice President - Finance and
Corporate Secretary
Dated: January 8, 1996
<PAGE>
Item 7. Financial Statements and Exhibits
Exhibit Description of Exhibit Page
10 (a) Press Release dated January 15, 1996
10 (b) Fourth Amendment of the Amended and
Restated Credit Agreement dated
January 8, 1996.
<PAGE>
Exhibit 10 (b)
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Fourth Amendment to Amended and Restated Credit Agreement
(this "Fourth Amendment") is made and entered into as of January
8, 1996, by and among Champion Parts, Inc., an Illinois
corporation (the "Company"), LaSalle National Bank, a national
banking association ("LaSalle"), as successor to both Exchange
National Bank of Chicago and American National Bank and Trust
Company of Chicago, NBD Bank ("NBD"), and Harris Trust and
Savings Bank, an Illinois banking corporation ("Harris")
[LaSalle, NBD and Harris are each a "Bank" and collectively,
together with their respective successors and permitted assigns,
the "Banks"], and LaSalle in its capacity as both Agent and
Collateral Agent for the Banks.
W I T N E S S E T H:
WHEREAS, the Banks have provided certain extensions of credit,
loans and other financial accommodations to the Company pursuant
to (a) that certain Amended and Restated Credit Agreement dated
as of March 31, 1993, by and among the Company, the Banks, the
Agent and the Collateral Agent, as amended, modified or
supplemented from time to time (collectively the "Credit
Agreement"), (b) (i) that certain Reimbursement Agreement dated
as of December 1, 1991, by and between the Company and NBD (the
"IRB Agreement"), and (ii) that certain Standby Letter of Credit
Application and Reimbursement and Security Agreement dated
December 30, 1991, by and between the Company and NBD (the
"Workmen's Compensation Agreement"), and (c) any and all other
agreements, documents and instruments executed and delivered by
the Company to any or all of the Banks, the Agent or the
Collateral Agent, whether in connection with the Credit
Agreement, the IRB Agreement, the Workmen's Compensation
Agreement or otherwise (collectively the "Other Agreements"),
including, but not limited to, that certain Forbearance
Agreement dated May 19, 1995, as extended from time to time, and
the other agreements, documents and instruments executed and
delivered in connection therewith (collectively the "Forbearance
Documents") [the Other Agreements, together with the Credit
Agreement, the IRB Agreement and the Workmen's Compensation
Agreement are collectively the "Champion Loan Documents");
WHEREAS, the Company has requested, among other things, that
the Banks extend the Termination Date through March 31, 1996,
and amend certain other provisions contained in the Credit
Agreement; and
WHEREAS, the Banks are willing to extend the Termination Date
through March 31, 1996, and amend certain other provisions
contained in the Credit Agreement, but solely on the terms and
subject to the conditions set forth in this Fourth Amendment.
NOW, THEREFORE, in consideration of the foregoing, the mutual
promises and understandings of the parties hereto set forth
herein, and other good and valuable consideration, the receipt
and sufficiency of which consideration is hereby acknowledged,
the parties hereto hereby agree as set forth in this Fourth
Amendment.
1. Terms. All terms which have an initial capital letter in
this Fourth Amendment where not required by the rules of
grammar, and are not defined herein, are defined in the Credit
Agreement.
2. Extension of Term of Credit Agreement. The Termination Date
of the Credit Agreement is hereby extended to and including
March 31, 1996.
3. Conditions Precedent.
A. The Banks shall be obligated to extend the Termination Date
through March 31, 1996, and to enter into this Fourth Amendment,
subject to the full and timely performance of any conditions
precedent contained in
the Champion Loan Documents and this Fourth Amendment and the
full and timely performance of the following covenants either
prior to or contemporaneously with the execution and delivery of
this Fourth Amendment.
1. The Company will execute and deliver or cause to be
executed and delivered the following documents, all in form and
substance acceptable to the Banks, the Agent and the Collateral
Agent:
(a) that certain Secretary's Certificate as to Officers and
Directors and Directors' Resolutions for the Company;
(b) that certain Promissory Note executed and delivered by
the Company to LaSalle in the principal amount of Seven Million Two
Hundred Eighty-Two Thousand Four Hundred Thirty-Nine and 17/100
Dollars ($7,282,439.17) [the "LaSalle Revolving Note"];
(c) that certain Promissory Note executed and delivered by
the Company to Harris in the principal amount of Two Million Three
Hundred Seventy-One Thousand One Hundred Twenty and 13/100
Dollars ($2,371,120.13) [the "Harris Revolving Note"];
(d) that certain Promissory Note executed and delivered by
the Company to NBD in the principal amount of Three Million One
Hundred Forty-Six Thousand Four Hundred Forty and 70/100 Dollars
($3,146,440.70) [the "NBD Revolving Note"]; and
(e) such other agreements, documents and instruments
necessary to effectuate the transactions described herein as the
Banks, the Agent and the Collateral Agent may reasonably request.
2. The Company will pay to LaSalle, in addition to any
other costs, fees and expenses which may be due and owing to the
Banks, an additional extension fee in the amount of Twenty-Five
Thousand and no/100 Dollars ($25,000.00). LaSalle shall remit
such additional extension fee to each Bank in accordance with
each Bank's Percentage Share.
3. The Company acknowledges and agrees that the Agent will
debit the Company's accounts on the last business day of each
and every month, and the Company agrees to pay each of and all
of the Banks, the Agent and the Collateral Agent, for all
accrued interest, reasonable attorneys' fees, other professional
fees, and other fees, costs, charges, obligations and expenses
which the Banks, the Agent and/or the Collateral Agent have
incurred and will continue to incur in connection with the
Champion Loan Documents, this Fourth Amendment, any other
agreements, documents and instruments executed and delivered in
connection with this Fourth Amendment (the "Other Amendment
Documents"), and the indebtedness evidenced by the Champion Loan
Documents, this Fourth Amendment and/or the Other Amendment
Documents (collectively the "Champion Indebtedness"). The Agent
acknowledges that it will use its best efforts to provide copies
of any bills and statements relating thereto at least five (5)
business days prior to the last business day of each month, but
the failure to deliver copies thereof will not affect the
Company's obligation to pay such fees, costs, charges,
obligations and expenses.
4. Other than those defaults described in Section 10.A. of
this Fourth Amendment and in that certain letter dated August 3,
1995, from the Banks to the Company (the "Default Letter"), no
breach, default or event of default has occurred pursuant to the
Champion Loan Documents, this Fourth Amendment or the Other
Amendment Documents.
5. The representations and warranties contained in the
Champion Loan Documents, this Fourth Amendment and the Other
Amendment Documents shall be true and correct.
B. The Banks', the Agent's and the Collateral Agent's
obligation to make any subsequent Advances pursuant to the
Champion Loan Documents, as amended by this Fourth Amendment, is
subject to the full and timely performance of each of the
following covenants and the full and timely performance of any
conditions precedent contained in the Champion Loan Documents,
either prior to or contemporaneously with, as the case may be,
the making of each subsequent Advance.
1. The Company will execute and deliver or cause to be
executed and delivered the following documents, all in form and
substance acceptable to the Banks, the Agent and the Collateral
Agent:
(a) on or before January 31, 1996, that certain Promissory
Note executed and delivered by the Company to LaSalle in the
principal amount of Six Million Five Hundred Forty-Two Thousand
Eight Hundred Sixteen and 44/100 Dollars ($6,542,816.44) [the
"January, 1996 LaSalle Revolving Note"], in substitution of the
LaSalle Revolving Note and otherwise in substantially the form
of the LaSalle Revolving Note;
(b) on or before January 31, 1996, that certain Promissory
Note executed and delivered by the Company to Harris in the
principal amount of Two Million One Hundred Thirty Thousand
Three Hundred and Three and 24/100 Dollars ($2,130,303.24) [the
"January, 1996 Harris Revolving Note"], in substitution of the
Harris Revolving Note and otherwise in substantially the form of
the Harris Revolving Note;
(c) on or before January 31, 1996, that certain Promissory
Note executed and delivered by the Company to NBD in the
principal amount of Two Million Eight Hundred Twenty-Six
Thousand Eight Hundred Eighty and 32/100 Dollars ($2,826,880.32)
[the "January, 1996 NBD Revolving Note"], in substitution of the
NBD Revolving Note and otherwise in substantially the form of
the NBD Revolving Note;
(d) on or before February 29, 1996, that certain Promissory
Note executed and delivered by the Company to LaSalle in the
principal amount of Five Million Five Hundred Seventy-Five
Thousand Six Hundred Seventeen and 49/100 Dollars
($5,575,617.49) [the "February, 1996 LaSalle Revolving Note"],
in substitution of the January, 1996 LaSalle Revolving Note and
otherwise in substantially the form of the January, 1996 LaSalle
Revolving Note;
(e) on or before February 29, 1996, that certain Promissory
Note executed and delivered by the Company to Harris in the
principal amount of One Million Eight Hundred Fifteen Thousand
Three Hundred Eighty-Eight and 85/100 Dollars ($1,815,388.85)
[the "February, 1996 Harris Revolving Note"], in substitution of
the January, 1996 Harris Revolving Note and otherwise in
substantially the form of the January, 1996 Harris Revolving
Note;
(f) on or before February 29, 1996, that certain Promissory
Note executed and delivered by the Company to NBD in the
principal amount of Two Million Four Hundred Eight Thousand Nine
Hundred Ninety-Three and 66/100 Dollars ($2,408,993.66) [the
"February, 1996 NBD Revolving Note"], in substitution of the
January, 1996 NBD Revolving Note and otherwise in substantially
the form of the January, 1996 NBD Revolving Note; and
(g) such other agreements, documents and instruments
necessary to effectuate the transactions described herein as the
Banks, the Agent and the Collateral Agent may reasonably request.
2. The Company acknowledges and agrees that the Agent will
debit the Company's accounts on the last business day of each
and every month, and the Company agrees to pay each of and all
of the Banks, the Agent and the Collateral Agent, for all
accrued interest, reasonable attorneys' fees, other professional
fees, and other fees, costs, charges, obligations and expenses
which the Banks, the Agent and/or the Collateral Agent have
incurred and will continue to incur in connection with the
Champion Loan Documents, this Fourth Amendment, the Other
Amendment Documents and the Champion Indebtedness. The Agent
acknowledges that it will use its best efforts to provide copies
of any bills and statements relating thereto at least five (5)
business days prior to the last business day of each month, but
the failure to deliver copies thereof will not affect the
Company's obligation to pay such fees, costs, charges,
obligations and expenses.
3. Other than those defaults described in Section 10.A. of
this Fourth Amendment and in the Default Letter, no breach,
default or event of default has occurred pursuant to the
Champion Loan Documents, this Fourth Amendment or the Other
Amendment Documents.
4. The representations and warranties contained in the
Champion Loan Documents, this Fourth Amendment and the
Additional Collateral Documents shall be true and correct.
5. "Aggregate Cash Flows from Operations" (hereinafter
defined) shall (a) for the period January 1, 1996, through and
including January 31, 1996, not be in excess of Two Hundred
Thousand and no/100 Dollars negative (-$200,000.00), (b) for the
period January 1, 1996, through and including February 29, 1996,
not be in excess of Two Hundred Fifty Thousand and no/100
Dollars negative (-$250,000.00), and (c) for the period January
1, 1996, through and including March 31, 1996, not be less than
Fifty Thousand and no/100 Dollars ($50,000.00). "Aggregate
Cash Flows from Operations" shall mean the Company's (a)
earnings prior to reduction of expenses for depreciation and
amortization, plus or minus, as the case may be, (b) inventory
provisions and other non-cash income or expense, including, but
not limited to, (i) extraordinary items and changes in generally
accepted accounting principles, and (ii) charges related to
non-operating assets and/or liabilities, all as calculated in
the same form as attached hereto as Exhibit "A".
4. Borrowing Base Provision. The Credit Agreement is hereby
amended by deleting the last sentence in Section 6.27(a) of the
Credit Agreement in its entirety and substituting therefor the
following:
"As used in this Section 6.27(a), the term "Fresno and Beech
Creek Real Estate Advance" shall mean, as of the date of this
Fourth Amendment, the aggregate amount of One Million Eight
Hundred Thirty-Three Thousand Three Hundred Thirty-Three and
35/100 Dollars ($1,833,333.35), less monthly installments of
Thirty-Three Thousand Three Hundred Thirty-Three and 33/100
Dollars ($33,333.33) each, on January 31, 1996, and February 29,
1996, with a final payment of the outstanding balance on March
31, 1996."
5. Assignment by NBD and Harris to LaSalle; Amendment to
Exhibit "F". Pursuant to Exhibit "F" to the Credit Agreement as
in effect prior to the date of this Fourth Amendment, LaSalle
has agreed to purchase from each of NBD and Harris, and each of
NBD and Harris has agreed to sell to LaSalle, a percentage
interest in the Commitments of each of NBD and Harris and the
Liabilities owing by the Company to each of NBD and Harris, such
assignments to be on the terms and conditions of the Assignments
and Acceptances attached as Exhibit "B" hereto.
Contemporaneously with the execution and delivery of this Fourth
Amendment, each of LaSalle, Harris and NBD agree to execute and
deliver such Assignments and Acceptances and LaSalle agrees to
remit to each of Harris and NBD the purchase price set forth
therein. Effective upon the remittance of such purchase price,
Exhibit "F" to the Credit Agreement is hereby amended by
deleting the provisions thereof in their entirety and
substituting therefor Exhibit "C" to this Fourth Amendment.
Each of LaSalle, Harris and NBD acknowledge and agree that no
Bank shall have any obligations to any other Bank (including,
but not limited to, any obligation to purchase any
participations in the Liabilities) under Exhibit "F" to the
Credit Agreement as in existence prior to the effectiveness of
this Fourth Amendment.
6. Revolving Commitment. The amount of each Bank's Commitment
and Percentage Share appearing next to each Bank's respective
signature line in the Credit Agreement are hereby amended by
deleting such amounts and percentages in their entirety and
substituting therefor the amounts and percentages set forth next
to the signature lines appearing on this Fourth Amendment (which
amendment gives effect to the assignments described in Section 5
hereof). In connection with the reduction in each Bank's
Commitment as of December 31, 1995, to the maximum aggregate
amount of Twelve Million Eight Hundred Thousand and no/100
Dollars ($12,800,000.00), the Company will execute and deliver
the LaSalle Revolving Note, the Harris Revolving Note and the
NBD Revolving Note. Such Revolving Notes are in substitution,
and not a discharge of, that certain Promissory Note dated as of
September 15, 1995, executed and delivered by the Company to
LaSalle in the amount of Seven Million Six Hundred Thirty-Eight
Thousand Seven Hundred Nine and 65/100 Dollars ($7,638,709.65),
that certain Promissory Note dated as of September 15, 1995,
executed and delivered by the Company to Harris in the principal
amount of Two Million Eight Hundred Sixty-Four Thousand Five
Hundred Sixteen and 17/100 Dollars ($2,864,516.17), and that
certain Promissory Note dated as of September 15, 1995, executed
and delivered by the Company to NBD in the principal amount of
Four Million Two Hundred Ninety-Six Thousand Seven Hundred
Seventy-Four and 18/100 Dollars ($4,296,774.18). In addition,
the Company covenants and agrees that, with the further
reductions in each Bank's Commitment on January 31, 1996, and
February 29, 1996, it will timely execute the additional
Promissory Notes described in Sections 3.B.1.a through and
including 3.B.1.f of this Fourth Amendment.
7. Additional Covenants. The Company covenants unto the Banks,
the Agent and the Collateral Agent as follows:
A. The Company shall fully and timely pay the Champion
Indebtedness as evidenced by the Champion Loan Documents, this
Fourth Amendment and the Other Amendment Documents, and fully
and timely perform, subject to the applicable cure period, if
any, all of the covenants, duties, obligations and agreements
contained in the Champion Loan Documents, this Fourth Amendment
and the Other Amendment Documents.
B. The Company will prepare and deliver each and every
business day to the Banks, the Agent and the Collateral Agent a
borrowing base certificate, in form and substance acceptable to
the Banks, the Agent and the Collateral Agent; provided,
however, if the Company fails to deliver a borrowing base
certificate on a business day when it has not requested nor
received an Advance, such failure shall constitute an Event of
Default if such borrowing base certificate has not been
delivered within two (2) days after notice from the Agent.
C. The Company covenants that a petition under the United
States Bankruptcy Code or any similar federal, state or local
law, statute or regulation has not been filed by or against the
Company.
8. Default. The Company shall be in default under the terms
and provisions of this Fourth Amendment upon the occurrence of
any of the following events (an "Event of Default"):
A. The Company fails to fully and timely pay all sums due
pursuant to the Champion Loan Documents, this Fourth Amendment
or the Other Amendment Documents;
B. Other than those defaults described in Section 10.A. of
this Fourth Amendment and in the Default Letter, the Company
breaches any covenant, agreement or obligation set forth in the
Champion Loan Documents, this Fourth Amendment or the Other
Amendment Documents, which remains uncured after the expiration
of the applicable cure period, if any; or
C. Other than those defaults described in Section 10.A. of
this Fourth Amendment and the Default Letter, any other or
further breach, default or event of default occurs under the
Champion Loan Documents, which remains uncured after the
expiration of the applicable cure period, if any.
In addition, the Company covenants and agrees that an Event of
Default under this Fourth Amendment is and shall constitute an
Event of Default under the Champion Loan Documents. Upon an
Event of Default, all of the Champion Indebtedness shall be
immediately due and payable, and shall be paid by the Company to
the Banks, the Agent and the Collateral Agent, as the case may
be, without any further notice or demand whatsoever, and the
Banks, the Agent and the Collateral Agent, as the case may be,
may, without notice, immediately (i) exercise all of their
rights and remedies under the Champion Loan Documents,
including, but not limited to, the Forbearance Documents, this
Fourth Amendment and the Other Amendment Documents, as well as
any and all other rights and remedies available at law, in
equity or otherwise, and (ii) take any action, legal or
equitable, to collect the Champion Indebtedness and any and all
other sums now or hereafter due and owing from the Company to
the Banks, the Agent and the Collateral Agent. The Company
acknowledges and agrees that the Banks, the Agent and the
Collateral Agent have made no assurances, have not committed and
are under no obligation to extend the Termination Date.
9. Reaffirmation. The Company hereby reaffirms to the Banks,
the Agent and the Collateral Agent its pledge and grant of the
liens and security interests described in the Champion Loan
Documents. The Company and the Banks hereby affirm the
continued validity of the Champion Loan Documents, including,
but not limited to, the Forbearance Documents, and acknowledge
that all of the terms and provisions of the Champion Loan
Documents, including, but not limited to, the Forbearance
Documents, are and remain in full force and effect, are
enforceable in accordance with their terms and the Banks, the
Agent and the Collateral Agent are not in breach or default of
any of the terms, conditions and provisions of the Champion Loan
Documents, including, but not limited to, the Forbearance
Documents.
10. Reservation of Rights.
A. The Company acknowledges and agrees that it is and will
continue from time to time to be in default under the terms and
provisions of the Champion Loan Documents pursuant to Sections
6.1(a), 6.1(b), 6.2 (b), 6.2(f), 6.13, 6.14, 6.15, 6.29, 9.1(a)
and 9.1 (n) of the Credit Agreement, Article V of the IRB
Agreement and Section 5(h) of the Workmen's Compensation
Agreement (collectively the "Continuing Covenant Defaults"). In
addition, reference is hereby made to the Default Letter which
describes other possible defaults of the Company. To the best
of the Company's knowledge after due and diligent inquiry, the
Company represents and warrants unto the Banks, the Agent and
the Collateral Agent that no other breach, default or event of
default exists under the terms and provisions of the Champion
Loan Documents. To the Banks', the Agent's and the Collateral
Agent's knowledge without any inquiry or investigation of any
kind whatsoever, the Banks, the Agent and the Collateral Agent
are not aware of any other breach, default or event of default
under the terms and provisions of the Champion Loan Documents.
B. The Banks, the Agent and the Collateral Agent hereby
continue to reserve all of their rights and remedies in
connection with the Continuing Covenant Defaults and the
defaults described in the Default Letter, whether such rights
and remedies are pursuant to the Champion Loan Documents,
including, but not limited to, the Forbearance Documents, this
Fourth Amendment, the Other Amendment Documents, at law, in
equity or otherwise; provided, however, the Continuing Covenant
Defaults shall be deemed conditionally waived and the defaults
described in the Default Letter shall be conditionally waived
only as expressly provided in the Default Letter, all such
defaults subject to reinstatement and enforcement upon the
occurrence of an Event of Default under this Fourth Amendment or
the Other Amendment Documents or upon an additional or other
default or event of default under the Champion Loan Documents.
Upon the occurrence of an Event of Default under this Fourth
Amendment or the Other Amendment Documents or upon an additional
or other default or event of default under the Champion Loan
Documents, then the Continuing Covenant Defaults shall be deemed
reinstated and existing, without further act or deed, as if no
conditional waiver were granted and any and all rights of the
Banks, the Agent or the Collateral Agent with respect thereto
shall remain reserved, unimpaired and fully enforceable.
C. Nothing contained in this Fourth Amendment or the Other
Amendment Documents shall be or be deemed to be an unconditional
waiver by the Banks, the Agent and the Collateral Agent of any
default, breach or event of default, whether now existing or
hereafter arising or occurring. The Company expressly
acknowledges and agrees that, upon an Event of Default, the
Banks, the Agent and the Collateral Agent may exercise any of
their rights and remedies pursuant to the Champion Loan
Documents, including, but not limited to, the Forbearance
Documents, this Fourth Amendment or the Other Amendment
Documents, at law, in equity or otherwise. Nothing contained in
this Fourth Amendment or the Other Amendment Documents shall
affect the Company's obligation to fully and timely pay the
Champion Indebtedness.
11. Waiver and Release. In consideration of the Banks', the
Agent's and the Collateral Agent's execution and delivery of
this Fourth Amendment, the Company hereby waives, releases and
forever discharges the Banks, the Agent and the Collateral
Agent, their predecessors, parents, subsidiaries, affiliates,
agents, employees, officers, directors, shareholders, attorneys,
legal representatives, successors and assigns, and each of them,
of and from any and all claims, demands, counterclaims,
set-offs, defenses, debts, liabilities, obligations, costs,
expenses, actions, causes of action and damages of every kind,
nature and description whatsoever, known or unknown, foreseeable
and unforeseeable, liquidated and unliquidated, insured and
uninsured, which the Company heretofore and/or presently owns,
holds or has by reason of any matter, cause or thing whatsoever,
arising from, relating to or in connection with the Champion
Loan Documents, this Fourth Amendment, the Other Amendment
Documents, the Champion Indebtedness or the default by the
Company. The Company hereby acknowledges and agrees that the
foregoing release shall not be or be deemed to create, construe
or admit any liability on behalf of the Banks, the Agent and the
Collateral Agent.
12. Authority To Execute This Fourth Amendment. The Company
represents and warrants to the Banks, the Agent and the
Collateral Agent that (a) it has obtained all necessary consents
to enter into, execute, deliver and perform this Fourth
Amendment, including, but not limited to, resolutions of the
Board of Directors of the Company, (b) the Company has the
right, power and capacity and is duly authorized and empowered
to enter into, execute, deliver and perform this Fourth
Amendment, and (c) the execution and delivery of this Fourth
Amendment shall not breach any agreement, instrument or document
to which the Company is a party or by which it is bound.
13. Construction. This Fourth Amendment shall be interpreted,
construed and governed by and under the laws of the State of
Illinois.
A. The Schedules attached to and forming a part of the
Credit Agreement are hereby updated and restated in their entirety
as set forth on group Exhibit "D" to this Fourth Amendment,
excepting only Schedule 2.3 to the Credit Agreement.
B. Wherever possible, each provision of this Fourth
Amendment shall be interpreted in such manner as to be valid and
enforceable under applicable law, but if any provision of this
Fourth Amendment is held to be invalid or unenforceable by a
court of competent jurisdiction, such provision shall be severed
herefrom and such invalidity or unenforceability shall not
affect any other provision of this Fourth Amendment, the balance
of which shall remain in and have its intended full force and
effect; provided, however, if such provision may be modified so
as to be valid and enforceable as a matter of law, such
provision shall be deemed to be modified so as to be valid and
enforceable to the maximum extent permitted by law.
C. The Paragraph headings contained in this Fourth
Amendment are solely for the purpose of reference, are not part of
the agreement among the Company, the Banks, the Agent and the
Collateral Agent and shall not in any way affect the meaning or
interpretation of this Fourth Amendment, any Paragraph or
provision thereof. The Exhibits referred to herein are attached
hereto, made a part hereof and incorporated herein by this
reference thereto.
D. This Fourth Amendment shall be binding on the Company
and its successors, and shall inure to the benefit of the Banks, the
Agent and the Collateral Agent, their respective successors,
assigns, affiliates, divisions and parent.
E. This Fourth Amendment cannot be assigned by the Company
without the Banks', the Agent's and the Collateral Agent's prior
written consent; provided, however, the Banks, the Agent and the
Collateral Agent may assign the Champion Loan Documents, this
Fourth Amendment and the Other Amendment Documents without
notice to or the consent of the Company.
F. No failure to exercise, and no delay in exercising, any
of the Banks', the Agent's and the Collateral Agent's rights,
powers or privileges shall operate as a waiver thereof.
1. No waiver of any breach of any provision shall
be deemed to be a waiver of any preceding or succeeding breach of
the same or any other provision.
2. No extension of time for the payment of any of
the Champion Indebtedness or any other sum to be paid pursuant to
the Champion Loan Documents, this Fourth Amendment or the Other
Amendment Documents, or the performance of any other obligation
or act, shall be deemed to be an extension of the time for
payment or performance of any other obligation or act.
3. This Fourth Amendment may not be altered,
changed, amended or modified, except in accordance with Section 11.1
of the Credit Agreement.
G. This Fourth Amendment, together with the Other Amendment
Documents, constitutes the entire agreement among the Company,
the Banks, the Agent and the Collateral Agent with regard to the
subject matter hereof.
H. If, and to the extent the terms and provisions of this
Fourth Amendment contradict, modify, supersede or conflict with
the terms and provisions of the Champion Loan Documents,
including, but not limited to, the Forbearance Documents, then
the terms and provisions of this Fourth Amendment shall govern
and control; provided, however, to the extent the terms and
provisions of this Fourth Amendment do not contradict, modify,
supersede or conflict with the terms and provisions of the
Champion Loan Documents, including, but not limited to, the
Forbearance Documents, then the Champion Loan Documents,
including, but not limited to, the Forbearance Documents, shall
remain in and have their intended full force and effect, and the
Company, the Banks, the Agent and the Collateral Agent hereby
affirm, confirm and ratify the same.
IN WITNESS WHEREOF, the parties have caused this Fourth
Amendment to be executed and delivered by their duly authorized
officers as of the date first set forth above.
CHAMPION PARTS, INC., an
Illinois corporation
By: __________________
Title:__________________
Amount of LaSalle's Percentage
Revolving Commitment Share
(i) from the date of this 56.894056%
Fourth Amendment through
and including January 30
1996, $7,282,439.17, (ii)
on January 31, 1996, LaSalle's
Commitment shall automatically
reduce to $6,542,816.44, and (iii) on
February 29, 1996, LaSalle's
commitment shall automatically
reduce to $5,575,617.49
LA SALLE NATIONAL BANK,
Individually, as Agent
and as Collateral Agent
By:___________________
Title:________________
Amount of NBD's Percentage
Revolving Commitment Share
(i) from the date of this 24.581568%
Fourth Amendment through
and including January 30,
1996, $3,146,440.70, (ii) on
January 31, 1996, NBD's
commitment shall automatically
reduce to $2,826,880.32, and
(iii) on February 29, 1996
NBD's commitment shall automatically
reduce to $2,408,993.66
NBD BANK
By:__________________
Title:_______________
Amount of Harris' Percentage
Revolving Commitment Share
(i) from the date of this 18.524376%
Fourth Amendment through
and including January 30,
1996, $2,371,120.13, (ii)
on January 31, 1996, Harris'
commitment shall automatically
reduce to $2,130,303.24, and (iii)
on February 29, 1996, Harris'
commitment shall automatically reduce
to $1,815,388.85
HARRIS TRUST AND
SAVINGS BANK, an
Illinois Corporation
By:__________________
Title:_______________
TOTAL REVOLVING
COMMITMENT
(i) from the date of this
Fourth Amendment through
and including January 30, 1996,
$12,800,000.00, (ii) on
January 31, 1996, the total
commitment shall automatically
reduce to $11,500,000.00, and (iii)
on February 28, 1996, the total
commitment shall automatically
reduce to $9,800,000.00
Doc ID: 3181-3
LIST OF EXHIBITS
Exhibit Description of Exhibits
A Aggregate Cash Flows from Operations
B Assignments and Acceptance
C New Exhibit F
D LaSalle Promissory Note
E Harris Promissory Note
F NBD Promissory Note
