<PAGE> 1
EXHIBIT 10.1
AMENDMENT NO. 5 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (the "Amendment No. 5") is
dated as of June 15, 2000 and is made by and among CHAMPION ENTERPRISES, INC., a
Michigan corporation (the "Borrower"), the GUARANTORS set forth herein, the
BANKS set forth herein, BANK ONE, N.A., as Syndication Agent, COMERICA BANK, as
Documentation Agent and NATIONAL CITY BANK, HARRIS TRUST AND SAVINGS BANK,
KEYBANK NATIONAL ASSOCIATION, BANK OF AMERICA, N.A. and WACHOVIA BANK, N.A., as
Co-Agents, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative
Agent for the Banks (the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks, the Syndication
Agent, the Documentation Agent, the Co-Agents and the Agent are parties to that
certain Credit Agreement dated as of May 5, 1998, as amended by Amendment No. 1
dated as of December 18, 1998, Amendment No. 2 dated as of March 31, 1999,
Amendment No. 3 dated as of July 1, 1999 and Amendment No. 4 dated as of
February 14, 2000 (the "Credit Agreement"); and
WHEREAS, the parties hereto desire to further amend the Credit
Agreement as hereinafter provided.
NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:
1. Definitions.
Defined terms used herein unless otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement as amended by this Amendment
No. 5.
2. Amendment of Credit Agreement.
A. The first recital clause of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in lieu thereof:
"WHEREAS, the Borrower has requested the Banks to provide a
revolving credit facility to the Borrower in an aggregate principal amount not
to exceed $100,000,000; and"
B. Section 1.1 [Definitions] of the Credit Agreement is hereby
amended by deleting the definitions of "Base Net Worth", "Consolidated Cash Flow
From Operations" and "EBIT" in their entirety and inserting in lieu thereof the
following:
Base Net Worth shall mean the sum of $378,000,000 plus (i) 50% of
consolidated net income of the Borrower and its Subsidiaries for each fiscal
quarter in which net income was earned (as opposed to a net loss) during the
period from April 2, 2000 through the date of determination and (ii) 100% of the
proceeds received by the Borrower or any of its Subsidiaries after the Closing
Date resulting from the issuance of capital stock of the Borrower or any of its
Subsidiaries (other than proceeds received from the exercise of stock options by
employees of the Borrower), net of any fees and expenses incurred by the
Borrower or any of its Subsidiaries in connection with such sale.
-1-
<PAGE> 2
Consolidated Cash Flow From Operations for any period of
determination shall mean (i) the sum of net income, depreciation, amortization,
interest expense, income tax expense, the $33,600,000 special charge booked by
the Borrower in the third quarter of 1999 in connection with the bankruptcy of
independent home retailer, Ted Parker Home Sales, Inc. and costs incurred for up
to four (4) plant closings between April 2, 2000 and September 30, 2001 provided
such costs shall not exceed $2,000,000 per plant closing minus (ii) noncash
credits to net income and gains on the disposition of assets to the extent
included in net income but not included in operating income, in each case of the
Borrower and its Subsidiaries for such period determined and consolidated in
accordance with GAAP.
EBIT shall mean, for any period of determination, the sum of net
income, interest expense, income tax expense, the $33,600,000 special charge
booked by the Borrower in the third quarter of 1999 in connection with the
bankruptcy of independent home retailer, Ted Parker Home Sales, Inc., and costs
incurred for up to four (4) plant closings between April 2, 2000 and September
30, 2001 provided such costs shall not exceed $2,000,000 per plant closing, in
each case of the Borrower and its Subsidiaries for such period determined and
consolidated in accordance with GAAP.
C. Section 1.1 [Definitions] of the Credit Agreement is hereby
amended by inserting in alphabetical order a new definition "Interest Coverage
Ratio" as follows:
"Interest Coverage Ratio shall mean the ratio of EBIT to
consolidated interest expense of the Borrower and its Subsidiaries, calculated
as of the end of each fiscal quarter for the four (4) fiscal quarters then
ended."
D. Section 2.1.1 [Revolving Credit Loan Commitments] of the Credit
Agreement is hereby amended by deleting the last two (2) sentences of such
section and inserting in lieu thereof the following:
The Revolving Credit Loans shall be due and payable in full on the
Expiration Date or the earlier acceleration thereof.
E. Section 2.10.1 [Sale of Assets] of the Credit Agreement is hereby
amended by deleting the reference to Section 2.11.2(ii)" and inserting in lieu
thereof "Section 2.11.2.":
F. Section 2.11.2 [Mandatory Reductions] of the Credit Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:
2.11.2 Mandatory Reductions.
The Revolving Credit Commitments shall be permanently
reduced on the date of any mandatory prepayment required pursuant to Section
2.10.1 by an amount equal to the gross proceeds (after deducting fees and
expenses incurred in connection with such sale) paid by the buyer or buyers in
connection with such asset securitization or other receivables sale transaction,
and in each case, each Bank's Revolving Credit Commitment shall be reduced in
accordance with its Ratable Share.
G. The Credit Agreement is hereby amended by inserting a new
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<PAGE> 3
section immediately following Section 7.1.11 as set forth below:
7.1.12 Stock Repurchases.
The Loan Parties and each of their Subsidiaries may make or
pay, or agree to become or remain liable to make or pay, distributions on
account of the purchase, redemption, retirement or acquisition of their
respective shares of capital stock (or warrants, options or rights therefor),
(the foregoing are collectively referred to as "Stock Repurchases") so long as
the Borrower has delivered to the Agent, at least five (5) Business Days prior
to any such distribution, evidence satisfactory to the Agent, in its reasonable
discretion, that, after giving effect to such Stock Repurchase, (i) the Leverage
Ratio shall not be greater than 3.00 to 1.00 and (ii) the Interest Coverage
Ratio shall not be less than 3.00 to 1.00; provided that, notwithstanding the
foregoing, at any time the Borrower may make Stock Repurchases in an aggregate
amount not to exceed $3,000,000 in connection with employee benefit programs.
H. Section 7.2.1 [Indebtedness] of the Credit Agreement is hereby
amended by deleting clause (v) and inserting in lieu thereof the following:
"(v) Unsecured Indebtedness of a Loan Party or a Subsidiary of a
Loan Party comprising Earn Out Obligations not in excess of $250,000,000 in the
aggregate at any one time outstanding; provided that after the Agent has
received a certificate in the form of Exhibit 7.3.3 demonstrating that the
Leverage Ratio is equal to or less than 3.00 to 1.00 and the Interest Coverage
Ratio is equal to or greater than 3.00 to 1.00, such amount shall be increased
to $375,000,000 for so long as the Leverage Ratio is equal to or less than 3.00
to 1.00 and the Interest Coverage Ratio is equal to or greater than 3.00 to
1.00;"
I. Section 7.2.3 [Guaranties] of the Credit Agreement is hereby
amended by deleting clause (iii) in its entirety and inserting in lieu thereof
the following:
(iii) Guaranties of Indebtedness permitted under Section 7.2.1(iii)
and (v).
J. Section 7.2.13 [Maximum Leverage Ratio] of the Credit Agreement
is hereby amended by deleting such section in its entirety and inserting in lieu
thereof the following:
The Loan Parties shall not at any time permit the Leverage Ratio to
exceed the ratios set forth below for the periods set forth below:
<TABLE>
<CAPTION>
Period Ratio
<S> <C>
April 2, 2000 - July 1, 2000 4.00 to 1.00
July 2, 2000 - September 30, 2000 4.00 to 1.00
October 1, 2000 - December 30, 2000 3.75 to 1.00
December 31, 2000 - March 31, 2001 4.00 to 1.00
April 1, 2001 - June 30, 2001 3.50 to 1.00
July 1, 2001 - September 29, 2001 3.25 to 1.00
September 30, 2001 and thereafter 3.00 to 1.00
</TABLE>
K. Section 7.2.14 [Minimum Interest Coverage Ratio] of the Credit
Agreement is hereby amended by deleting such section in its entirety and
inserting in lieu thereof the following:
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<PAGE> 4
The Loan Parties shall not permit the Interest Coverage Ratio to be
less than the ratios set forth below for the periods set forth below:
<TABLE>
<CAPTION>
Period Ratio
<S> <C>
April 2, 2000 - July 1, 2000 2.00 to 1.00
July 2, 2000 - September 30, 2000 1.75 to 1.00
October 1, 2000 - December 30, 2000 1.75 to 1.00
December 31, 2000 - March 31, 2001 2.00 to 1.00
April 1, 2001 - June 30, 2001 2.375 to 1.00
July 1, 2001 - September 29, 2001 2.75 to 1.00
September 30, 2001 and thereafter 3.00 to 1.00
</TABLE>
L. Schedule 1.1(A) [Pricing Grid] of the Credit Agreement is hereby
deleted in its entirety and Schedule 1.1(A) attached hereto is inserted in lieu
thereof.
M. Schedule 1.1(B) [Commitment of Banks and Addresses for Notices]
of the Credit Agreement is hereby deleted in its entirety and Schedule 1.1(B)
attached hereto is inserted in lieu thereof.
N. Exhibit 7.3.3 [Quarterly Compliance Certificate] of the Credit
Agreement is hereby deleted in its entirety and Exhibit 7.3.3 attached hereto is
inserted in lieu thereof.
3. Conditions of Effectiveness of this Agreement.
The effectiveness of this Amendment No. 5 is expressly conditioned upon
satisfaction of each of the following conditions precedent:
(a) Representations and Warranties; No Defaults. The representations and
warranties of the Loan Parties contained in Section 5 of the Credit Agreement
shall be true and accurate on the date hereof with the same effect as though
such representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein); the Loan Parties shall have
performed and complied with all covenants and conditions of the Credit
Agreement; and no Event of Default or Potential Default under the Credit
Agreement shall have occurred and be continuing or shall exist.
(b) Counterparts. The Agent shall have received counterparts of this
Amendment No. 5 duly executed by the Borrower and the Required Banks, and the
Agent shall have received replacement Notes reflecting the revised Schedule
1.1(B) attached hereto and all such other counterpart originals or certified or
other copies of such documents and proceedings in connection with such
transactions, in form and substance satisfactory to the Agent. This Amendment
No. 5 may be executed by the parties hereto in any number of separate
counterparts, each of which when taken together and duly executed and delivered
shall together constitute one and the same instrument.
(c) Borrower Certificate. The Agent shall have received a certificate
signed by the Secretary or Assistant Secretary of the Borrower certifying as to
all action taken by the Borrower to authorize the execution, delivery and
performance of this Amendment No. 5.
(d) Amendment Fee. The Borrower shall pay or cause to be paid to the Agent
for the account of the Banks an amendment fee (the "Amendment Fee") payable to
those Banks which approve this Amendment No. 5 on or before 5:00pm (Pittsburgh,
Pennsylvania time) on June 19, 2000 in the amount of the product
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<PAGE> 5
of 15 basis points multiplied by the amount of such Bank's Commitment.
4. Force and Effect. Except as expressly modified by this Amendment, the
Credit Agreement and the other Loan Documents are hereby ratified and confirmed
and shall remain in full force and effect on and after the date hereof.
5. Governing Law. This Amendment No. 5 shall be deemed to be a contract
under the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the internal laws of
the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.
6. Fees and Expenses. The Borrower hereby agrees to reimburse the Agent
and the Banks on demand for all legal costs, expenses and disbursements relating
to this Amendment No. 5 which are payable by the Borrower as provided in
Sections 9.5 and 10.3 of the Credit Agreement.
[SIGNATURE PAGE FOLLOWS]
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<PAGE> 6
[SIGNATURE PAGE 1 OF 4 OF AMENDMENT NO. 5 TO CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.
[BORROWER]
ATTEST: CHAMPION ENTERPRISES, INC.
By:
Name: Joseph H. Stegmayer
Title: Executive Vice President
[Seal]
[GUARANTORS]
ATTEST: EACH GUARANTOR LISTED ON SCHEDULE 1
HERETO
By:
Name: Joseph H. Stegmayer
Title: Chief Financial Office of
each Guarantor listed on Schedule 1
[Seal]
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<PAGE> 7
[SIGNATURE PAGE 2 OF 4 OF AMENDMENT NO. 5 TO CREDIT AGREEMENT]
[BANKS AND AGENTS]
PNC BANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent
By:
Name:
Title:
BANK ONE, N.A., individually and as
Syndication Agent
By:
Name:
Title:
COMERICA BANK, individually and as
Documentation Agent
By:
Name:
Title:
NATIONAL CITY BANK, individually and
as Co-Agent
By:
Name:
Title:
HARRIS TRUST AND SAVINGS BANK,
individually and as Co-Agent
By:
Name:
Title:
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<PAGE> 8
[SIGNATURE PAGE 3 OF 4 OF AMENDMENT NO. 5 TO CREDIT AGREEMENT]
KEYBANK NATIONAL ASSOCIATION,
individually and as Co-Agent
By:
Name:
Title:
BANK OF AMERICA, N.A., individually
and as Co-Agent
By:
Name:
Title:
WACHOVIA BANK, N.A., individually
and as Co-Agent
By:
Name:
Title:
STANDARD FEDERAL BANK
By:
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By:
Name:
Title:
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<PAGE> 9
[SIGNATURE PAGE 4 OF 4 OF AMENDMENT NO. 5 TO CREDIT AGREEMENT]
MICHIGAN NATIONAL BANK
By:
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
Name:
Title:
HIBERNIA NATIONAL BANK
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
Name:
Title:
By:
Name:
Title:
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<PAGE> 10
SCHEDULE 1
TO
AMENDMENT NO. 5 TO CREDIT AGREEMENT DATED JUNE 15, 2000
[GUARANTORS]
A-1 HOMES GROUP, INC., a Michigan corporation
ACCENT MOBILE HOMES, INC., a North Carolina corporation
ALPINE HOMES, INC., a Colorado corporation
AMERICAN TRANSPORT, INC., a Nevada corporation
ART RICHTER INSURANCE, INC., a Kentucky corporation
AUBURN CHAMP, INC., a Michigan corporation
BRYAN MOBILE HOMES, INC., a Texas corporation
BUILDERS CREDIT CORPORATION, a Michigan corporation
CAC FUNDING CORPORATION, a Michigan corporation
CAL-NEL, INC., a Texas corporation
CARE FREE HOMES, INC., a Michigan corporation (applied for)
CHI, INC., A Kansas corporation
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi corporation
CHAMPION FINANCIAL CORPORATION, a Michigan corporation
CHAMPION HOME BUILDERS CO., a Michigan corporation
CHAMPION RETAIL, INC., a Michigan corporation
CHAMPION HOME COMMUNITIES, INC., a Michigan corporation
CHAMPION MOTOR COACH, INC., a Michigan corporation
CHANDELEUR HOMES, INC., a Michigan corporation
CLIFF AVE. INVESTMENTS, INC., a South Dakota corporation
COLONIAL HOUSING, INC., a Texas corporation
COUNTRY ESTATE HOMES, INC., an Oklahoma corporation
COUNTRYSIDE HOMES, INC., a North Dakota corporation (applied for)
CREST RIDGE HOMES, INC., a Michigan corporation
CRESTPOINTE FINANCIAL SERVICES, INC., a Delaware corporation
DUTCH HOUSING, INC., a Michigan corporation
FACTORY HOMES OUTLET, INC., an Idaho corporation
FLEMING COUNTY INDUSTRIES, INC., a Kentucky corporation
GATEWAY ACCEPTANCE CORP., a South Dakota corporation
GATEWAY MOBILE & MODULAR HOMES, INC., a Nebraska corporation
GATEWAY PROPERTIES CORP., a South Dakota corporation
GEM HOMES, INC., a Delaware corporation
GRAND MANOR, INC., a Michigan corporation
HEARTLAND HOMES, INC., a Texas corporation
HOMEPRIDE FINANCE CORP., a Michigan corporation
HOMES AMERICA FINANCE, INC., a Nevada corporation
HOMES AMERICA OF ARIZONA, INC., an Arizona corporation
HOMES AMERICA OF CALIFORNIA, INC., a California corporation
HOMES AMERICA OF OKLAHOMA, INC., an Oklahoma corporation
HOMES AMERICA OF UTAH, INC., a Utah corporation
HOMES AMERICA OF WYOMING, INC., a Wyoming corporation
HOMES AMERICA, INC., a Michigan corporation
HOMES OF LEGEND, INC., a Michigan corporation
HOMES OF MERIT, INC., a Florida corporation
I.D.A., INC., an Oklahoma corporation
IMPERIAL HOUSING, INC., a Texas corporation
INVESTMENT HOUSING, INC., a Texas corporation
ISEMAN CORP., a South Dakota corporation
JASPER MOBILE HOMES, INC., a Texas corporation
LAKE COUNTRY LIVING, INC., a Texas corporation
LAMPLIGHTER HOMES, INC., a Washington corporation
LAMPLIGHTER HOMES (OREGON), INC., an Oregon corporation
M&J SOUTHWEST DEVELOPMENT CORP., a Texas corporation
MANUFACTURED HOUSING OF LOUISIANA, INC., a Michigan corporation
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<PAGE> 11
MOBILE FACTORY OUTLET, INC., a Texas corporation
MODULINE INTERNATIONAL, INC., a Washington corporation
NORTHSTAR CORPORATION, a South Dakota corporation
PHILADELPHIA HOUSING CENTER, INC., a Mississippi corporation
PRAIRIE RIDGE, INC., a Kansas corporation
PREMIER HOUSING, INC., a Texas corporation
REDMAN BUSINESS TRUST, a Delaware business trust
REDMAN HOMES MANAGEMENT COMPANY, INC., a Delaware corporation
REDMAN HOMES, INC., a Delaware corporation
REDMAN INDUSTRIES, INC., a Delaware corporation
REDMAN INVESTMENT, INC., a Delaware corporation
REDMAN MANAGEMENT SERVICES BUSINESS TRUST, a Delaware business trust
REDMAN RETAIL, INC., a Delaware corporation
REGENCY SUPPLY COMPANY, INC., a Delaware corporation
SAN JOSE ADVANTAGE HOMES, a California corporation
SERVICE CONTRACT CORPORATION, a Michigan corporation
SOUTHERN SHOWCASE FINANCE, INC., a Michigan corporation
SOUTHERN SHOWCASE HOUSING, INC., a North Carolina corporation
STAR FLEET, INC., an Indiana corporation
THE OKAHUMPKA CORPORATION, a Florida corporation
THOMAS HOMES OF AUSTIN, INC., a Texas corporation
THOMAS HOMES OF BUDA, INC., a Texas corporation
THOMAS HOMES OF TEXAS, INC., a Texas corporation
TOM TERRY ENTERPRISES, INC., a Nevada corporation
TRADING POST MOBILE HOMES, INC., a Kentucky corporation
USA MOBILE HOMES, INC., an Oregon corporation
VICTORY INVESTMENT CO., an Oklahoma corporation
VIDOR MOBILE HOME CENTER, INC., a Texas corporation
WESTERN HOMES CORPORATION, a Delaware corporation
WHITWORTH MANAGEMENT, INC., a Nevada corporation
WRIGHT'S MOBILE HOMES, INC., a Texas corporation
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<PAGE> 12
SCHEDULE 1.1(A)
PRICING GRID
<TABLE>
<CAPTION>
Level Leverage Ratio Facility Letter of Base Rate Euro_Rate
Fee (%) Credit Fee Spread (%) Spread (%)
(%)
<S> <C> <C> <C> <C>
I Less than or equal to .15 .575 0 .575
1.0 to 1.0
II Greater than 1.0 to 1.0 .175 .675 0 .675
but less than or equal
to 1.5 to 1.0
III Greater than 1.5 to 1.0 .20 .75 0 .75
but less than or equal
to 2.0 to 1.0
IV Greater than 2.0 to 1.0 .225 .875 0 .875
but less than or equal
to 1.0
V Greater than 2.5 to 1.0 .25 1.00 0 1.00
but less than or equal
to 3.0 to 1.0
VI Greater than 3.0 to 1.0 .375 1.625 0 1.625
but less than or equal
to 3.5 to 1.0
VII Greater than 3.5 to 1.0 .50 2.00 0 2.00
</TABLE>
The Applicable Margin, the Applicable Facility Fee Rate and the Letter of Credit
Fee shall be adjusted, and any increase or decrease therein shall become
effective on the due date for the delivery of each Compliance Certificate, based
on the Leverage Ratio to be computed in such Compliance Certificate.
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<PAGE> 13
SCHEDULE 1.1(B)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
Page 1 of 7
Part 1 - Commitments of Banks and Addresses for Notices to Banks
<TABLE>
<CAPTION>
Bank Amount of
Revolving Credit
Commitment Ratable Share
<S> <C> <C>
Name: PNC Bank, National Association
Address: One S. Wacker Drive, Ste. 2980
Chicago, IL 60606
Attention: Peter Stack
Telephone: (312) 338-5626
Telecopy: (312) 338-5620 $9,230,710 9.2307%
Name: Comerica Bank
Address: 500 Woodward Avenue
Detroit, MI 48226
Attention: Robert M. Porterfield
Telephone: (313) 222-9712
Telecopy: (313) 222-9514 $9,230,710 9.2307%
Name: Bank One, N.A.
Address: 611 Woodward Avenue, 2nd Floor
Detroit, MI 48226
Attention: Thomas Gamm
Telephone: (313) 225-2531
Telecopy: (313) 225-2290 $13,538,413 13.5384%
Name: National City Bank
Address: 1001 South Worth Street
Birmingham, MI 48009
Attention: Carolann Morykwas
Telephone: (248) 901-2110
Telecopy: (248) 901-2033 $7,692,308 7.6923%
</TABLE>
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<PAGE> 14
SCHEDULE 1.1(B)
(Continued)
Page 2 of 7
Part 1 - Commitments of Banks and Addresses for Notices to Banks
<TABLE>
<CAPTION>
Bank Amount of
Revolving Credit
Commitment Ratable Share
<S> <C> <C>
Name: Harris Trust and Savings Bank
Address: 111 West Monroe Street
Chicago, IL 60603
Attention: Kirby M. Law
Telephone: (312) 461-2735
Telecopy: (312) 461-5225 $7,692,308 7.6923%
Name: KeyBank National Association
Address: 127 Public Square
Cleveland, OH 44114-1306
Attention: J.T. Taylor
Telephone: (216) 689-3589
Telecopy: (216) 689-4981 $7,692,308 7.6923%
Name: Bank of America, N.A.
Address: 233 S. Wacker Drive, Ste. 2800
Chicago, IL 60606-6308
Attention: Robert K. Allendorf
Telephone: (312) 234-5622
Telecopy: (312) 234-5601 $7,692,308 7.6923%
Name: Wachovia Bank, N.A.
Address: 181 Peachtree Street N.E., 28th Floor
Atlanta, GA 30303
Attention: Katie S. Proctor
Telephone: (404) 332-4036
Telecopy: (404) 332-6898 $7,692,308 7.6923%
</TABLE>
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<PAGE> 15
SCHEDULE 1.1(B)
(Continued)
Page 3 of 7
Part 1 - Commitments of Banks and Addresses for Notices to Banks
<TABLE>
<CAPTION>
Bank Amount of
Revolving Credit
Commitment Ratable Share
<S> <C> <C>
Name: Standard Federal Bank
Address: 2600 West Big Beaver, 4th Fl
Troy, MI 48084
Attention: Dorian Smith
Telephone: (248) 816-4853
Telecopy: (248) 637-5003 $5,538,505 5.5385%
Name: The Bank of Tokyo-Mitsubishi, Ltd.,
Chicago Branch
Address: 227 W. Monroe St, Ste. 2300
Chicago, IL 60606
Attention: Erich A. Friess
Telephone: (312) 696-4654
Telecopy: (312) 696-4535 $5,538,505 5.5385%
Name: Michigan National Bank
Address: 27777 Inkster Road
Farmington Hills, MI 48334
Attention: Neran Shaya
Telephone: (248) 473-4212
Telecopy: (248) 473-4345 $5,538,505 5.5385%
Name: The Bank of Nova Scotia
Address: 181 W. Madison St., Ste. 3700
Chicago, IL 60602
Attention: Thomas P. Myhre
Telephone: (312) 201-4186
Telecopy: (312) 201-4108 $4,307,704 4.3077%
</TABLE>
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<PAGE> 16
SCHEDULE 1.1(B)
(Continued)
Page 4 of 7
Part 1 - Commitments of Banks and Addresses for Notices to Banks
<TABLE>
<CAPTION>
Bank Amount of
Revolving Credit
Commitment Ratable Share
<S> <C> <C>
Name: Hibernia National Bank
Address: 313 Carondelet Street, 12th Fl
New Orleans, LA 70130
Attention: Lloyd Drumm
Telephone: (504) 533-2263
Telecopy: (504) 533-5344 $4,307,704 4.3077%
Name: Credit Suisse First Boston
Address: 11 Madison Avenue
New York, NY 10010-3629
Attention: David Kratovil
Telephone: (212) 325-9155
Telecopy: (212) 325-8615 $4,307,704 4.3077%
Total $100,000,000 100%
</TABLE>
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<PAGE> 17
SCHEDULE 1.1(B)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
Page 5 of 7
Part 2 - Addresses for Notices to Borrower and Guarantors:
AGENT
Name: PNC Bank, National Association
Address: One South Wacker Drive
Chicago, IL 60606
Attention: Peter Stack
Telephone: (312) 338-5626
Telecopy: (312) 338-5620
BORROWER AND GUARANTORS:
Name(s): CHAMPION ENTERPRISES, INC.
A-1 HOMES GROUP, INC., a Michigan corporation
ACCENT MOBILE HOMES, INC., a North Carolina corporation
ALPINE HOMES, INC., a Colorado corporation
AMERICAN TRANSPORT, INC., a Nevada corporation
ART RICHTER INSURANCE, INC., a Kentucky corporation
AUBURN CHAMP, INC., a Michigan corporation
BRYAN MOBILE HOMES, INC., a Texas corporation
BUILDERS CREDIT CORPORATION, a Michigan corporation
CAC FUNDING CORPORATION, a Michigan corporation
CAL-NEL, INC., a Texas corporation
CARE FREE HOMES, INC., a Michigan corporation (applied for)
CHI, INC., A Kansas corporation
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi
corporation
CHAMPION FINANCIAL CORPORATION, a Michigan corporation
CHAMPION HOME BUILDERS CO., a Michigan corporation
CHAMPION RETAIL, INC., a Michigan corporation
CHAMPION HOME COMMUNITIES, INC., a Michigan corporation
CHAMPION MOTOR COACH, INC., a Michigan corporation
CHANDELEUR HOMES, INC., a Michigan corporation
CLIFF AVE. INVESTMENTS, INC., a South Dakota corporation
COLONIAL HOUSING, INC., a Texas corporation
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<PAGE> 18
SCHEDULE 1.1(B)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
Page 6 of 7
COUNTRY ESTATE HOMES, INC., an Oklahoma corporation
COUNTRYSIDE HOMES, INC., a North Dakota corporation (applied for)
CREST RIDGE HOMES, INC., a Michigan corporation
CRESTPOINTE FINANCIAL SERVICES, INC., a Delaware corporation
DUTCH HOUSING, INC., a Michigan corporation
FACTORY HOMES OUTLET, INC., an Idaho corporation
FLEMING COUNTY INDUSTRIES, INC., a Kentucky corporation
GATEWAY ACCEPTANCE CORP., a South Dakota corporation
GATEWAY MOBILE & MODULAR HOMES, INC., a Nebraska corporation
GATEWAY PROPERTIES CORP., a South Dakota corporation
GEM HOMES, INC., a Delaware corporation
GRAND MANOR, INC., a Michigan corporation
HEARTLAND HOMES, INC., a Texas corporation
HOMEPRIDE FINANCE CORP., a Michigan corporation
HOMES AMERICA FINANCE, INC., a Nevada corporation
HOMES AMERICA OF ARIZONA, INC., an Arizona corporation
HOMES AMERICA OF CALIFORNIA, INC., a California corporation
HOMES AMERICA OF OKLAHOMA, INC., an Oklahoma corporation
HOMES AMERICA OF UTAH, INC., a Utah corporation
HOMES AMERICA OF WYOMING, INC., a Wyoming corporation
HOMES AMERICA, INC., a Michigan corporation
HOMES OF LEGEND, INC., a Michigan corporation
HOMES OF MERIT, INC., a Florida corporation
I.D.A., INC., an Oklahoma corporation
IMPERIAL HOUSING, INC., a Texas corporation
INVESTMENT HOUSING, INC., a Texas corporation
ISEMAN CORP., a South Dakota corporation
JASPER MOBILE HOMES, INC., a Texas corporation
LAKE COUNTRY LIVING, INC., a Texas corporation
LAMPLIGHTER HOMES, INC., a Washington corporation
LAMPLIGHTER HOMES (OREGON), INC., an Oregon corporation
M&J SOUTHWEST DEVELOPMENT CORP., a Texas corporation
MANUFACTURED HOUSING OF LOUISIANA, INC., a Michigan corporation
MOBILE FACTORY OUTLET, INC., a Texas corporation
MODULINE INTERNATIONAL, INC., a Washington corporation
NORTHSTAR CORPORATION, a South Dakota corporation
PHILADELPHIA HOUSING CENTER, INC., a Mississippi corporation
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<PAGE> 19
SCHEDULE 1.1(B)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
Page 7 of 7
PRAIRIE RIDGE, INC., a Kansas corporation
PREMIER HOUSING, INC., a Texas corporation
REDMAN BUSINESS TRUST, a Delaware business trust
REDMAN HOMES MANAGEMENT COMPANY, INC., a Delaware corporation
REDMAN HOMES, INC., a Delaware corporation
REDMAN INDUSTRIES, INC., a Delaware corporation
REDMAN INVESTMENT, INC., a Delaware corporation
REDMAN MANAGEMENT SERVICES BUSINESS TRUST, a Delaware business trust
REDMAN RETAIL, INC., a Delaware corporation
REGENCY SUPPLY COMPANY, INC., a Delaware corporation
SAN JOSE ADVANTAGE HOMES, a California corporation
SERVICE CONTRACT CORPORATION, a Michigan corporation
SOUTHERN SHOWCASE FINANCE, INC., a Michigan corporation
SOUTHERN SHOWCASE HOUSING, INC., a North Carolina corporation
STAR FLEET, INC., an Indiana corporation
THE OKAHUMPKA CORPORATION, a Florida corporation
THOMAS HOMES OF AUSTIN, INC., a Texas corporation
THOMAS HOMES OF BUDA, INC., a Texas corporation
THOMAS HOMES OF TEXAS, INC., a Texas corporation
TOM TERRY ENTERPRISES, INC., a Nevada corporation
TRADING POST MOBILE HOMES, INC., a Kentucky corporation
USA MOBILE HOMES, INC., an Oregon corporation
VICTORY INVESTMENT CO., an Oklahoma corporation
VIDOR MOBILE HOME CENTER, INC., a Texas corporation
WESTERN HOMES CORPORATION, a Delaware corporation
WHITWORTH MANAGEMENT, INC., a Nevada corporation
WRIGHT'S MOBILE HOMES, INC., a Texas corporation
Address: 2701 University Drive, Suite 300
Auburn Hills, MI 48326
Attention: Treasurer
With a copy to: John J. Collins, Jr., Esq.
Telephone: (248) 340-7717
Telecopy: (248) 340-9345
-19-
<PAGE> 20
EXHIBIT 7.3.3
form of
QUARTERLY COMPLIANCE CERTIFICATE
, 200
PNC Bank, National Association, as Agent
One PNC Plaza
22nd Floor
Pittsburgh, PA 15222
Attn: Arlene Ohler
Telephone No.: (412) 762-3627
Telecopier No.: (412) 762-8672
Ladies and Gentlemen:
I refer to the Credit Agreement dated as of May 5, 1998, by and among
Champion Enterprises, Inc. (the "Borrower"), the Guarantors party thereto, the
Banks party thereto and PNC Bank, National Association, in its capacity as
administrative agent for the Banks (the "Agent") (as amended, supplemented or
modified from time to time, the "Credit Agreement"). Unless otherwise defined
herein, terms defined in the Credit Agreement are used herein with the same
meanings.
I, , [President/Chief Executive Officer/Chief Financial
Officer] of the Borrower, do hereby certify on behalf of the Borrower as of the
[quarter/year ended , 200 ] (the "Report Date"), as follows:
(1) Maximum Leverage Ratio (Section 7.2.13). The ratio of (A) Consolidated
Debt as of the Report Date to (B) Consolidated Cash Flow From Operations for the
applicable four (4) fiscal quarters ending as of the Report Date is to 1.00
which is not more than 4.00 to 1.00 for the quarters ending July 1, 2000,
September 30, 2000 and March 31, 2001, 3.75 to 1.00 for the quarter ending
December 30, 2000, 3.50 to 1.00 for the quarter ending June 30, 2001, 3.25 to
1.00 for the quarter ending September 29, 2001 and 3.00 to 1.00 for the quarters
ending thereafter, as shown below:
(A) Consolidated Debt as of the Report Date (in each case, for the
Borrower and its Subsidiaries (other than Champion Development and any
Subsidiary of Champion Development) determined and consolidated in accordance
with GAAP):
(i) borrowed money (including money borrowed
under the Credit Agreement) $
(ii) amounts raised under or liabilities in
respect of any note purchase or acceptance
credit facility $
(iii) Reimbursement obligations (contingent or
otherwise) under any letter of credit,
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<PAGE> 21
currency swap agreement, and interest rate swap, cap,
collar or floor agreement or other interest rate
management device $
(iv) other transactions (including forward sale
or purchase agreements, capitalized leases,
conditional sales agreements and other
purchase agreements with deferred or
contingent consideration) having the
commercial effect of a borrowing of money
entered into by the Borrower or its
Subsidiaries (other than Champion
Development and any Subsidiary of
Champion Development) to finance its
operations or capital requirements
(but not including trade payables and
accrued expenses incurred in the
ordinary course of business which
are not represented by a promissory
note or other evidence of indebtedness
and which are not more that thirty (30)
days past due) $
(v) Repurchase Obligations $
(vi) Earn Out Obligations $
(vii) Floor-Plan Financing Obligations $
(viii) any Guaranty of Indebtedness for
borrowed money $
(ix) Sum of items (i) - (viii) equals
consolidated Indebtedness of the Borrower
and its Subsidiaries (other than Champion
Development and any Subsidiary of Champion
Development) $
(x) Cash on the balance sheet in excess of
$20,000,000 $
(xi) the sum of items (v), (vi) and (x) above $
(xii) Item (ix) reduced by item (xi) equals the
Consolidated Debt $
(B) Consolidated Cash Flow from Operations for the four
(4) fiscal quarters ending as of the Report Date is
computed as follows, in each case for the Borrower
and its Subsidiaries determined and consolidated in
accordance with GAAP:
(i) net income $
(ii) depreciation $
(iii) amortization $
(iv) interest expense $
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<PAGE> 22
(v) income tax expense $
(vi) the $33,600,000 special charge booked by the
Borrower in the third quarter of 1999 in
connection with the bankruptcy of independent
home retailer, Ted Parker Home Sales, Inc. $
(vii) costs incurred for up to four (4) plant
closings between April 2, 2000 and September
30, 2001 provided such costs shall not exceed
$2,000,000 per plant closing $
(viii) sum of items (i) - (vii) $
(ix) non-cash credits to net income $
(x) gains on the disposition of asset to the
extent included in net income but not
included in operating income $
(xi) item (viii) reduced by items (ix) and (x)
equals Consolidated Cash Flow from
Operations $
(C) Ratio of item (A)(xii) to item (B)(xi) equals the
Leverage Ratio to 1.0
(2) Facility Fee; Revolving Credit Base Rate Options; and Revolving
Credit Euro Rate Options (Sections 2.3, 3.1.1(i) and (ii)).
(A) Borrower's Leverage Ratio is to 1.0 computed in item
1(C) above.
(B) Leverage Ratio Level applicable to leverage ratio in item
2(A) as follows (check one):
Level I less than or equal to 1.0 to 1.0
Level II greater than 1.0 to 1.0 but less than or
equal to 1.5 to 1.0
Level III greater than 1.5 to 1.0 but less than or
equal to 2.0 to 1.0
Level IV greater than 2.0 to 1.0 but less than or
equal to 2.5 to 1.0
Level V greater than 2.5 to 1.0 but less than or
equal to 3.0 to 1.0
Level VI greater than 3.0 to 1.0 but less than or
equal to 3.5 to 1.0
Level VII Greater than 3.5 to 1.0
(C) Section 7.3.3 of the Credit Agreement provides that this
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<PAGE> 23
Certificate is due on , 2000 (the "Due Date") (45 days after fiscal quarter
end for quarterly Certificates; 90 days after year end for annual Certificates).
(D) Based on the Leverage Ratio Level above, the amount of the
Facility Fee, Letter of Credit Fee, Base Rate Spread, and Euro-Rate Spread, on
and after the Due Date shall be as follows (Insert applicable % in blanks below.
See 2.3, 3.1.1(i) and (ii) of the Credit Agreement):
<TABLE>
<CAPTION>
RATE
I II III IV V VI VII
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Facility Fee % .150% .175% .200% .225% .250% .375% .50%
Letter of Credit Fee % .575% .675% .75% .875% 1.0% 1.625% 2.00%
Base Rate Spread % 0% 0% 0% 0% 0% 0% 0%
Euro-Rate Spread % .575% .675% .75% .875% 1.00% 1.625% 2.00%
</TABLE>
(3) Minimum Interest Coverage Ratio (Section 7.2.14). The ratio of (A)
EBIT to (B) consolidated interest expense of the Borrower and its Subsidiaries,
calculated as of the end of each fiscal quarter for the four (4) fiscal quarters
ending as of the Report Date is to 1.0, which is not less than 2.00 to 1.00 for
the quarters ending July 1, 2000 and March 31, 2001, 1.75 to 1.00 for the
quarters ending September 30, 2000 and December 30, 2000, 2.375 to 1.00 for the
quarter ending June 30, 2001, 2.75 to 1.00 for the quarter ending September 29,
2001 and 3.00 to 1.00 for the quarters ending thereafter. Such ratio is computed
as follows:
(A) EBIT, for applicable period ending as of the Report Date, and in
each case for the Borrower and its Subsidiaries determined and consolidated in
accordance with GAAP is calculated as follows:
(i) net income $
(ii) interest expense $
(iii) income tax expense $
(iv) the $33,600,000 special charge booked by the
Borrower in the third quarter of 1999 in
connection with the bankruptcy of independent
home retailer, Ted Parker Home Sales, Inc. $
(v) costs incurred for up to four (4) plant
closings between April 2, 2000 and September
30, 2001 provided such costs shall not exceed
$2,000,000 per plant closing $
(vi) sum of items (i) - (v) equals EBIT $
(B) Interest expense, for the applicable period ending as
of the Report Date for the Borrower and its
Subsidiaries determined and consolidated in accordance
with GAAP: $
(C) Ratio of Item (A)(vi) to Item (B) equals Interest
Coverage Ratio to 1.0
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<PAGE> 24
(4) Minimum Net Worth (Section 7.2.15).
The Consolidated Net Worth is $ as of the Report
Date, which amount is not less than $ , the Base Net Worth.
The foregoing is computed as follows:
(A) Consolidated Net Worth as of the Report Date:
(i) total stockholders' equity of Borrower
and its Subsidiaries on the Report Date
determined and consolidated in
accordance with GAAP is $
(B) Base Net Worth on the Report Date:
(i) consolidated net income of the Borrower and its
Subsidiaries for each fiscal quarter in which
net income was earned (as opposed to a net
loss) during the period from April 2, 2000
through the Report Date $
(ii) Item (i) x 50% = $
(iii) 100% of the proceeds received by the
Borrower or any of its Subsidiaries after
the Closing Date resulting from the
issuance of capital stock of the Borrower
or any of its Subsidiaries (other than
proceeds received from the exercise of
stock options by employees of the
Borrower), net of any fees and expenses
incurred by the Borrower or any of its
Subsidiaries in connection with such sale $
(iv) Result in item (ii) plus item (iii) plus
$378,000,000 equals the Base Net Worth $
(5) Indebtedness (Section 7.2.1)
(A) Indebtedness of a Loan Party or Subsidiary of
a Loan Party (other than Champion Development
and any Subsidiary of Champion Development)
for Floor-Plan Financing Obligations which
are unsecured or secured by Purchase Money
Security Interests, provided that the aggregate
amount of all such Indebtedness at any one time
outstanding shall not exceed the amounts set forth
below for the periods set forth below: $
<TABLE>
<CAPTION>
Period Amount
<S> <C>
Closing Date - Dec. 31, 1998 $200,000,000
Jan. 1, 1999 - Dec. 31, 1999 $250,000,000
Jan. 1, 2000 - Dec. 31, 2000 $350,000,000
Jan. 1, 2001 - Dec. 31, 2001 $425,000,000
Jan. 1, 2002 - and thereafter $500,000,000;
</TABLE>
(B) total amount of Indebtedness of the Loan Parties
and their Subsidiaries (other than Champion
-24-
<PAGE> 25
Development and any Subsidiary of Champion
Development) secured by Purchase Money Security
Interests or mortgage liens and Indebtedness
evidenced by capitalized leases (may not exceed
$20,000,000 in the aggregate at any one time) $
(C) Unsecured Indebtedness of a Loan Party or a
Subsidiary of a Loan Party (other than Champion
Development and any Subsidiary of Champion
Development) comprising Earn Out Obligations
(may not exceed $250,000,000 in the aggregate
at any one time; provided that after the Leverage
Ratio is equal to or less than 3.00 to 1.00 and
the Interest Coverage Ratio is equal to or greater
than 3.00 to 1.00, such amount may not exceed
$375,000,000 so long as the Leverage Ratio is
equal to or less than 3.00 to 1.00 and the
Interest Coverage Ratio is equal to or greater
than 3.00 to 1.00) $
(D) Indebtedness of a Loan Party or a Subsidiary of
a Loan Party (other than Champion Development and
any Subsidiary of Champion Development) under an
interest rate swap, cap, collar or floor
arrangement or other interest rate management
device with any Bank (aggregate notional amount
may not exceed (i) with respect to then-outstanding
Indebtedness, the sum of interest-bearing
indebtedness for borrowed money and interest-bearing
Earn Out Obligations and (ii) with respect to future
interest-bearing indebtedness for borrowed money
anticipated to be incurred within twelve (12) months
after the Report Date and otherwise permitted by
Section 7.2.1, $100,000,000) $
(E) Indebtedness (other than set forth in Sections
7.2.1 (i) through (viii) of the Credit Agreement)
of the Borrower and its Subsidiaries (other than
Champion Development and any Subsidiary of Champion
Development) (may not exceed $ which is
twelve and one-half percent (12.5%) of the
Consolidated Net Worth ) $
(F) Permitted Unsecured Debt, being Indebtedness of the
Borrower and its Subsidiaries (other than Champion
Development and any Subsidiary of Champion Development)
not in excess of $225,000,000 AND having the following
attributes:
1) Revolving Credit Commitments are reduced by
each dollar over $200 million of such
Indebtedness
2) No Lien on Borrower's or any Subsidiary's
assets secures any such Indebtedness
3) Warranties and covenants of such Indebtedness
are not less favorable to Borrower or its
Subsidiaries than those of Credit Agreement
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<PAGE> 26
4) Draft of agreement(s) governing such Indebtedness
provided to Banks at least 7 days prior to
closing thereof, and no modifications thereafter
without Required Banks approval
5) No principal payments payable until after
Expiration Date
6) No Subsidiary which is not a Guarantor may
guaranty such Indebtedness $
G. Aggregate amount of surety or performance bonds
of Loan Parties or Subsidiaries (other than
Champion Development and any Subsidiary of
Champion Development), so long as given in
ordinary course of business (and not in excess
of $50,000,000 in aggregate) $
(6) Loan and Investments (Section 7.2.4)
(A) loans, advances and investments in wholly-owned
Subsidiaries of the Borrower (other than
Champion Development and any Subsidiary of
Champion Development); provided, however, that
loans, advances or investments in Subsidiaries
which constitute Retail Finance Companies
(holding its loans no longer than 180 days)
shall not exceed $ which is 10% of
Consolidated Net Worth in the aggregate at any
one time outstanding $
(B) loans, advances and investments in Subsidiaries
of the Borrower (other than Champion Development
and any Subsidiary of Champion Development)
which are not wholly-owned Subsidiaries;
provided, however, that the aggregate of all
such loans, advances or investments at any
one time outstanding shall not exceed $
which is fifteen percent (15%) of Consolidated
Net Worth $
(C) loans, advances and investments in Affiliates
which are not Subsidiaries and which are
permitted under Section 7.2.8; provided,
however, that the aggregate of all such loans,
advances and investments shall not exceed at
any one time outstanding $ which is
fifteen percent (15%) of Consolidated Net Worth. $
(D) the sum of items (B) and (C) directly above; provided,
however, that such sum shall not exceed $ which is
twenty percent (20%) of Consolidated Net Worth $
(E) loans (including without limitation commitments
to lend), advances and investments in Champion
Development and any Subsidiary of Champion
-26-
<PAGE> 27
Development; provided, however, that the
aggregate of all such loans, advances and
investments, together with any disposition of
assets to Champion Development and any Subsidiary
of Champion Development pursuant to Section
7.2.6(iv), shall not exceed in the aggregate at
any one time outstanding $ which is
fifteen percent (15%) of Consolidated Net Worth $
(F) loans, advances and investments in retail
dealers of manufactured homes or other Persons
doing business with any Loan Party or Subsidiary
of any Loan Party (other than Champion Development
and any Subsidiary of Champion Development) shall
not exceed in the aggregate at any one time
outstanding $10,000,000 $
(7) Dispositions of Assets or Subsidiaries (Section 7.2.6)
(A) sale, transfer or lease of fixed assets,
other than those specifically excepted
pursuant to clauses 7.2.6 (i) through (iii)
of the Credit Agreement (may not exceed $
which is 5% of Consolidated Net Worth in the
aggregate in any fiscal year and at the time
of any disposition, no Event of Default shall
exist or result from such disposition) $
(8) The Loan Parties are in compliance with, and since the
most recent prior Report Date have at all times complied
with, all covenants and conditions of the Credit Agreement.
(9) The representations and warranties of the Borrower
contained in Article 6 of the Credit Agreement are true on
and as of the date of this Certificate with the same effect
as though such representations and warranties had been made
on and as of the Report Date (except representations and
warranties which expressly relate solely to an earlier date
or time).
(10) No event has occurred and is continuing as of the date
hereof which constitutes an Event of Default or would
constitute an Event of Default but for the requirement that
notice be given or time elapse or both.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
this day of , 200 .
By:
Name:
Title: [President/Chief Executive
Officer/Chief Financial Officer]
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