Preview
Full Doc
 | 2001 |
Agreement
Agreement (139K)
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{DOCUMENT}
{TYPE}EX-4.2
{SEQUENCE}3
{FILENAME}k63689ex4-2.txt
{DESCRIPTION}AGREEMENT, DATED AS OF JUNE 29, 2001
{TEXT}
{PAGE} 1
EXHIBIT 4.2
AGREEMENT
This Agreement (this "Agreement") dated as of June 29, 2001 is entered
into by and between Champion Enterprises, Inc., a corporation organized under
the laws of Michigan (together with its successors, "Champion"), and Fletcher
International, Ltd., a company organized under the laws of Bermuda (together
with its successors, "Fletcher").
The parties hereto agree as follows:
1. Purchase and Sale. In consideration of and upon the basis of the
representations, warranties and agreements and subject to the terms and
conditions set forth in this Agreement:
(a) Fletcher agrees to purchase from Champion, and Champion
agrees to sell to Fletcher on the Initial Closing Date (as defined below),
in accordance with Section 2 below, twenty thousand (20,000) shares (the
"Initial Preferred Shares") of Champion's Series B-1 Cumulative Convertible
Preferred Stock (the "Series B-1 Preferred Stock"), having the terms and
conditions set forth in the Certificate of Rights and Preferences attached
hereto as Annex A (the "Certificate of Rights and Preferences"), at a price
of one thousand dollars ($1,000) per share for an aggregate purchase price
of twenty million dollars ($20,000,000). Fletcher shall have the right to
convert the outstanding Initial Preferred Shares into shares of Common
Stock of Champion, par value one dollar ($1.00) (the "Common Stock"), in
the manner, and subject to the terms, specified in this Agreement and in
the Certificate of Rights and Preferences.
(b) The closing (the "Initial Closing") of the sale of the
Initial Preferred Shares shall occur on the second (2nd) Business Day,
after and excluding the date hereof, or at such other date and time as
Fletcher and Champion shall mutually agree (such date, the "Initial Closing
Date").
(c) Champion grants Fletcher rights (the "Fletcher Rights") to
require Champion to issue to it from time to time, in whole or in part, up
to an aggregate of twelve thousand (12,000) shares of additional series of
Champion preferred stock (e.g., Series B-2 Cumulative Convertible Preferred
Stock, Series B-3 Cumulative Convertible Preferred Stock, etc.) having,
except as set forth below, similar terms, conditions, rights, preferences
and privileges as the Series B-1 Preferred Stock (such shares shall
collectively be referred to as the "Additional Preferred Shares" and
together with the Initial Preferred Shares, the "Series B Preferred
Shares") at a price of one thousand dollars ($1,000) per share for an
aggregate purchase price for all Fletcher Rights of twelve million dollars
($12,000,000). Fletcher shall have the right to convert the outstanding
Additional Preferred Shares into shares of Common Stock in the manner, and
subject to the terms, specified in this Agreement and in a certificate of
rights and preferences for each such series of Additional Preferred Shares
(each, a "Subsequent Certificate of Rights and Preferences" and
collectively, the "Subsequent Certificates of Rights and Preferences").
Each Subsequent Certificate of Rights and Preferences shall have the same
terms and conditions as the Certificate of Rights and Preferences, except
{PAGE} 2
that (A) the Conversion Price (as defined therein) shall equal the greater
of (i) one hundred twenty percent (120%) of the Average Market Price (as
defined therein) calculated as of the corresponding Subsequent Closing Date
and (ii) seven dollars and fifty cents ($7.50); and (B) the number of
Additional Preferred Shares issued pursuant to each Subsequent Certificate
of Rights and Preferences may differ from the number of shares of Series
B-1 Preferred Stock. To exercise any Fletcher Rights, Fletcher shall
deliver one or more written notices substantially in the form attached
hereto as Annex B (a "Fletcher Notice") to Champion from time to time
commencing from the date six months after and excluding the date hereof and
ending no later than twenty-one (21) months after and excluding the date
hereof (the "Fletcher Rights Period"). Upon satisfaction or, if applicable,
waiver of the relevant conditions set forth in Sections 14 and 15 hereof,
the closing of each exercise of Fletcher Rights (each, a "Subsequent
Closing") shall take place on the date that is two (2) Business Days
following and excluding delivery of the Fletcher Notice, or at such other
date and time as Fletcher and Champion shall mutually agree (such date and
time being referred to herein as the "Subsequent Closing Date," and
together with the Initial Closing Date, each a "Closing Date").
(d) Champion grants Fletcher the rights to redeem all or part of
each series of Series B Preferred Shares (including any accrued and unpaid
dividends) commencing twenty-four (24) months following and excluding the
Initial Closing Date, pursuant to the terms and conditions set forth in the
Certificate of Rights and Preferences or Subsequent Certificate of Rights
and Preferences of each such series (the "Redemption Rights"), upon
delivery of a notice of redemption in the form attached hereto as Annex C
(the "Redemption Notice"). Under certain circumstances set forth in the
Certificate of Rights and Preferences or Subsequent Certificate of Rights
and Preferences of each such series, Champion may satisfy its redemption
obligations by delivering shares of Common Stock (the amount of which shall
be determined pursuant to the terms and conditions set forth in the
Certificate of Rights and Preferences or Subsequent Certificate of Rights
and Preferences of each such series) (the "Redemption Common Stock").
(e) As used herein, the term "Common Shares" means the Redemption
Common Stock and shares issuable upon conversion or redemption of or as
dividends under the Series B Preferred Shares, and all other Common Stock
issuable under the Certificate of Rights and Preferences, Subsequent
Certificates of Rights and Preferences or this Agreement; the term
"Investment Securities" means the Series B Preferred Shares issued
hereunder, and all Common Shares; the term "Business Day" means any day on
which the Common Stock may be traded on the NYSE or, if not admitted for
trading on the NYSE, on any day other than a Saturday, Sunday or holiday on
which banks in New York City are required or permitted to be closed; and
the term "NYSE" means the New York Stock Exchange, but if the New York
Stock Exchange is not then the principal U.S. trading market for the Common
Stock, or such other applicable common stock, then "NYSE" shall be deemed
to mean the principal U.S. national securities exchange (as defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) on which
the Common Stock, or such other applicable common stock, is then traded, or
if such Common Stock, or such other applicable common stock, is not then
listed or admitted to trading on any national securities exchange but is
designated as a national market system security or a Nasdaq SmallCap Market
Security by the National
2
{PAGE} 3
Association of Securities Dealers, Inc. ("NASD"), then such market system,
or if such Common Stock, or such other applicable common stock, is not
listed or quoted on any of the foregoing, then the OTC Bulletin Board.
2. Initial Closing. The Initial Closing shall take place initially via
facsimile on the Initial Closing Date in the manner set forth below; provided
that original certificates representing shares of Series B-1 Preferred Stock
shall be delivered via Federal Express or another reputable overnight carrier to
Fletcher as Fletcher instructs in writing. At the Initial Closing, the following
deliveries shall be made:
(a) Series B-1 Preferred Stock. Champion shall deliver to
Fletcher four (4) stock certificates, each representing five thousand
253005
|
Champion
As referenced in this Agreement:
Champion Enterprises, – TEXT}
{PAGE} 1
EXHIBIT 4.2
AGREEMENT
This Agreement (this "Agreement") dated as of June 29, 2001 is entered
into by and between Champion Enterprises, Inc., a corporation organized under
the laws of Michigan (together with its successors, "Champion"), and Fletcher
International, Ltd., a company organized under
_____________
Champion Enterprises, – three hundred and
thirty-four thousand one hundred and forty-seven (334,147) additional
shares of Common Stock may be issued under the Champion Enterprises, Inc.
Savings Plan. All of the outstanding shares of Preferred Stock and Common
Stock are, and all shares of capital stock which
_____________
Champion Enterprises, – sent by reputable overnight courier or transmitted and confirmed by
facsimile to Champion, unless otherwise notified in writing of a substitute
address, at:
Champion Enterprises, Inc.
2701 Cambridge Court
Suite 300
Auburn Hills, MI 48326
Attention: Walter R. Young
Telephone: (248) 340-9090
Facsimile: (248) 340-9345
_____________
Champion Enterprises, – delivered to Champion by wire transfer,
unless otherwise instructed by Champion, such funds should be delivered in
accordance with the following wire instructions:
Champion Enterprises, Inc.
Account Number: 1076-118940
ABA Number: 072000096
Bank: Comerica Bank
Account Name: Champion Enterprises, Inc.
25
{PAGE} 26
21. Miscellaneous.
(a)
_____________
Champion Enterprises, – delivered in
accordance with the following wire instructions:
Champion Enterprises, Inc.
Account Number: 1076-118940
ABA Number: 072000096
Bank: Comerica Bank
Account Name: Champion Enterprises, Inc.
25
{PAGE} 26
21. Miscellaneous.
(a) The parties may execute and deliver this Agreement as a
single document or in any
_____________
dt 95370
;
 Comerica Bank
As referenced in this Agreement:
Comerica Bank
– such funds should be delivered in
accordance with the following wire instructions:
Champion Enterprises, Inc.
Account Number: 1076-118940
ABA Number: 072000096
Bank: Comerica Bank
Account Name: Champion Enterprises, Inc.
25
{PAGE} 26
21. Miscellaneous.
(a) The parties may execute and deliver this Agreement as a
single
_____________
dt 107212
;
Lehman Brothers
As referenced in this Agreement:
Lehman Brothers Inc – aggregate purchase price therefor, we will send
the original stock certificates by overnight courier to the following address:
Ms. Ele Stathatos
c/o Lehman Brothers Inc .
Three World Financial Center
New York, NY 10285
Telephone: (212) 526-6273
and we will send the other original documents by overnight
_____________
Lehman Brothers Inc – Fletcher [in
uncertificated form by book-entry transfer][in certificated form at the address
specified below:]
[delivery address to be added, if applicable:
Lehman Brothers Inc .
Three World Financial Center
New York, NY 10285
Attn: Ele Stathatos
Telephone: (212) 526-6273]
G-1
{PAGE} 42
FLETCHER INTERNATIONAL, LTD.,
_____________
Lehman Brothers Inc – which will be used to
ship such stock certificates. We will send the original stock certificates by
overnight courier to the following address:
Lehman Brothers Inc .
Three World Financial Center
New York, NY 10285
Attn: Ele Stathatos
Telephone: (212) 526-6273
H-1
{PAGE} 44
with a copy
_____________
Lehman Brothers Inc – courier air bill which will be used to ship such stock certificate. We will send
the original stock certificate by overnight courier to Lehman Brothers Inc . at
the address set forth in the previous paragraph.]
CHAMPION ENTERPRISES, INC.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
H-2
{PAGE} 45
ANNEX I
[FORM
_____________
dt 105252
;
|
 Dykema Gossett
As referenced in this Agreement:
Dykema Gossett – of Champion dated such date and to such effect.
(b) On each Closing Date, Champion shall have delivered to
Fletcher an opinion of Dykema Gossett PLLC reasonably satisfactory to
Fletcher, dated the date of delivery, confirming in substance the matters
covered in paragraphs (a), (b), (c), (d), (
_____________
Dykema Gossett – Court
Suite 300
Auburn Hills, MI 48326
Attention: Walter R. Young
Telephone: (248) 340-9090
Facsimile: (248) 340-9345
with a copy to:
Dykema Gossett PLLC
39577 North Woodward Avenue
Bloomfield Hills, MI 48304
Attention: D. Richard McDonald
Telephone: (248) 203-0859
Facsimile: (248) 203-0763
To
_____________
dt 96392
;
Skadden
As referenced in this Agreement:
Skadden, Arps – 22 East 67th Street
New York, NY 10021
Attention: Peter Zayfert
Telephone: (212) 284-4800
Facsimile: (212) 284-4801
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
Attention: Stephen W. Hamilton, Esq.
Telephone: (202) 371-
_____________
dt 96325
;
Fletcher International, Ltd.
|
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| 2001 |
Agreement and General Release
Agreement and General Release (18K)
Doc #253018: Click preview link for longer preview.
AGREEMENT AND GENERAL RELEASE
This Agreement and General Release (the "Agreement") is made and
entered into as of the 5th day of September, 2000, by and between Champion
Enterprises, Inc. a Michigan corporation whose address is 2701 Cambridge Court,
Suite 300, Auburn Hills, Michigan, 48326, and its subsidiaries, affiliates, and
related entities, and any divisions thereof (together, the "Employer") and
Joseph H. Stegmayer (the "Employee").
WHEREAS, Employee has been employed by Employer, and Employee has
elected to conclude such employment on or about September 5, 2000; and
WHEREAS, Employee voluntarily and with full knowledge of Employee's
rights and the provisions herein, now desires to waive Employee's rights and to
settle, compromise, and dispose of any claims that Employee has or might have
against Employer (or its affiliates) as set forth herein upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and other valuable consideration, it is hereby covenanted and
agreed as follows:
1. Releases.
(a) Employee (for Employee and Employee's family, heirs, executors,
administrators, personal representatives, legal representatives,
successors and assigns), hereby forever and fully releases,
acquits, and discharges Employer together with all of the
officers, directors, agents, employees, successors or assigns of
Employer, of and from any and all claims, causes of action,
agreements, or any other liability of any nature whatsoever,
whether known or unknown, foreseen or unforeseen, arising out of
any matter or event occurring on or prior to the date hereof,
including, but not limited to, claims related in any way to
employment, wrongful discharge, negligent or intentional
infliction of emotional distress, defamation, age discrimination
or any other form of discrimination, breach of contract, claims
for unused vacation pay, or any and all other claims of any nature
arising out of or in any way relating to any employment agreement
that Employee has had with the Employer (including claims for any
payments now or hereafter owed under any such employment
agreement), any other contract or agreement between Employee and
Employer, or Employee's employment with the Employer or conclusion
thereof, including any and all claims under any federal, state or
local laws, regulations, rules or ordinances, including any claims
under the Age Discrimination in Employment Act of 1967 (as
amended), claims for any other benefit, or for violation of the
Employee Retirement Income Security Act of 1974 (as amended).
Employer and Employee recognize and agree that this release does
not prejudice (i) Employee's rights as a shareholder of Employer,
(ii) any rights of Employee under the Champion Enterprises, Inc.
253018
|
Champion
As referenced in this Agreement and General Release:
Champion
Enterprises, – This Agreement and General Release (the "Agreement") is made and
entered into as of the 5th day of September, 2000, by and between Champion
Enterprises, Inc. a Michigan corporation whose address is 2701 Cambridge Court,
Suite 300, Auburn Hills, Michigan, 48326, and its subsidiaries, affiliates, and
related
_____________
Champion Enterprises, – agree that this release does
not prejudice (i) Employee's rights as a shareholder of Employer,
(ii) any rights of Employee under the Champion Enterprises, Inc.
1
{PAGE} 2
Deferred Compensation Plan and the Champion Enterprises, Inc.
Corporate Officer Stock Purchase Plan, (iii) any rights of
Employee (
_____________
Champion Enterprises, – as a shareholder of Employer,
(ii) any rights of Employee under the Champion Enterprises, Inc.
1
{PAGE} 2
Deferred Compensation Plan and the Champion Enterprises, Inc.
Corporate Officer Stock Purchase Plan, (iii) any rights of
Employee (through the date of conclusion of employment) to salary
and benefits
_____________
Champion Enterprises, – ii) the January 12, 1998 Non-Qualified Stock Option
Agreement between the parties, (iii) the September 10, 1998 Stock Option
Agreement under the Champion Enterprises, Inc. 1995 Stock Option and Incentive
Plan, and (iv) the January 12, 1998 Champion Enterprises, Inc. Change in Control
Severance Agreement, as
_____________
Champion Enterprises, – September 10, 1998 Stock Option
Agreement under the Champion Enterprises, Inc. 1995 Stock Option and Incentive
Plan, and (iv) the January 12, 1998 Champion Enterprises, Inc. Change in Control
Severance Agreement, as amended February 18, 1999.
9. Proprietary Information and Confidentiality. Employee acknowledges
that under the Employment
_____________
dt 95382
;
Cavalier Homes
As referenced in this Agreement and General Release:
Cavalier Homes, – force and effect until January 1, 2001 but
only as to the following six companies (or their affiliates or successors):
American Homestar Corporation, Cavalier Homes, Inc. Clayton Homes, Inc.,
Fleetwood Enterprises, Inc., Oakwood Homes Corporation, or Palm Harbor Homes,
Inc. Without limiting the foregoing, Employee agrees that
_____________
dt 95240
;
|
Fleetwood
As referenced in this Agreement and General Release:
Fleetwood Enterprises, – 2001 but
only as to the following six companies (or their affiliates or successors):
American Homestar Corporation, Cavalier Homes, Inc. Clayton Homes, Inc.,
Fleetwood Enterprises, Inc., Oakwood Homes Corporation, or Palm Harbor Homes,
Inc. Without limiting the foregoing, Employee agrees that during that same
period, he shall
_____________
dt 220642
;
Oakwood Homes
As referenced in this Agreement and General Release:
Oakwood Homes – as to the following six companies (or their affiliates or successors):
American Homestar Corporation, Cavalier Homes, Inc. Clayton Homes, Inc.,
Fleetwood Enterprises, Inc., Oakwood Homes Corporation, or Palm Harbor Homes,
Inc. Without limiting the foregoing, Employee agrees that during that same
period, he shall not personally, directly or
_____________
dt 97628
|
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| 2002 |
Amendment Agreement [No. 6]
Amendment Agreement [No. 6] (10K)
Doc #252950: Click preview link for longer preview.
AMENDMENT AGREEMENT
NO. 6
AMENDMENT AGREEMENT NO. 6, dated as of September 27, 2002
(this "Amendment"), to the Receivables Purchase Agreement, dated as of April 18,
2002 (as amended, restated and/or otherwise modified from time to time, the
"RPA"), among HomePride Finance Corp. ("HomePride"), GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the RPA.
WHEREAS, the parties hereto desire to amend the RPA on the
terms and subject to the provisions hereof;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. Amendments to RPA.
1.1 The definition of "Required Interest Coverage Ratio" in
Section 1.0l of the RPA is hereby deleted and the following is
inserted in its place:
"Required Interest Coverage Ratio" means, as of the
end of any fiscal quarter of the Parent listed below, the
ratio beside such fiscal quarter.
{TABLE}
{CAPTION}
Fiscal Quarter Ratio
-------------- -----
{S} {C}
June 30, 2002 - September 28, 2002 negative 5.9 to 1.0
September 29, 2002 - December 28, 2002 negative 1.5 to 1.0
December 29, 2002 - March 29, 2003 negative 1.0 to 1.0
{/TABLE}
1.2 Clause (j) of Section 14.03 of the RPA is hereby deleted
and the following is inserted in its place:
(j) The Adjusted Consolidated Tangible Net Worth
shall, at any time, be less than $200,000,000; or
252950
|
HomePride
As referenced in this Amendment Agreement [No. 6]:
HomePride Finance Corp – Receivables Purchase Agreement, dated as of April 18,
2002 (as amended, restated and/or otherwise modified from time to time, the
"RPA"), among HomePride Finance Corp . ("HomePride"), GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions
_____________
HOMEPRIDE FINANCE CORP – Agent
By: /s/ ANTHONY GIORDANO
----------------------------------
Name: Anthony Giordano
Title: Director
By: /s/ HANS BALD
----------------------------------
Name: Hans Bald
Title: Managing Director
5
{PAGE}
SERVICER: HOMEPRIDE FINANCE CORP ., as Servicer
By: /s/ JOHN COLLINS, JR.
--------------------------------
Name: John Collins, Jr.
Title: Vice President
SUB-SERVICER: THE CIT GROUP/SALES FINANCING, INC.
_____________
dt 94190
;
Greenwich
As referenced in this Amendment Agreement [No. 6]:
Greenwich
Funding Corp – time to time, the
"RPA"), among HomePride Finance Corp. ("HomePride"), GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp . (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized
_____________
GREENWICH FUNDING CORP – as of the date first above written.
SELLER: GSS HOMEPRIDE CORP.
By: /s/ FRANK B. BILOTTA
----------------------------------
Name: Frank B. Bilotta
Title: President
INVESTOR: GREENWICH FUNDING CORP .
By: Credit Suisse First Boston,
New York Branch, as its
Attorney-In-Fact
By: /s/ BRUCE T. MILLER
-------------------------------
Name: Bruce T. Miller
_____________
dt 94165
;
| CIT Group/Sales Financing, Inc.;
GSS HomePride Corp.
|
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| 2002 |
Amendment Agreement [No. 4]
Amendment Agreement [No. 4] (53K)
Doc #252959: Click preview link for longer preview.
AMENDMENT AGREEMENT
NO. 4
AMENDMENT AGREEMENT NO. 4, dated as of August 9, 2002 (this
"Amendment"), to the Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the RPA.
WHEREAS, the parties hereto desire to amend the RPA on the
terms and subject to the provisions hereof;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. Amendments to RPA.
1.1 Section 1.01 of the RPA is hereby amended by adding the
following definitions in their proper alphabetical order:
"Allowed Land Value" means, with respect to any
Receivable that arises in connection with a Land and Home
Contract or a Mortgage Loan, an amount equal to (a) 95%
multiplied by (b) the Appraised Value of the land on which the
related Manufactured Home is situated (or, if the land on
which the related Manufactured Home is situated consists of
more than five acres, an amount equal to (x) the Appraised
Value of the entire tract of land on which the related
Manufactured Home is situated multiplied by (y) a fraction,
the numerator of which is five, and the denominator of which
is the total amount of acres of such entire tract of land);
provided, that, in any case, all such land must be owned by
the related Obligor free and clear of any liens other than
those arising under the Mortgage securing the related Land and
Home Contract or Mortgage Loan or any other adverse claims.
"Available Funds Cap" means, with respect to any
Distribution Date, an amount equal to:
{PAGE}
AFCR x CI x ED
--------------
360
where:
AFCR = the Available Funds Cap Rate with
respect to such Distribution Date
CI = the average daily balance of the Capital
Investment during the Fixed Period
ending on such Distribution Date
ED = the actual number of days elapsed during
the Fixed Period ending on such
Distribution Date.
"Available Funds Cap Carryforward Amount" has the
meaning set forth in Section 5.02 hereof.
"Available Funds Cap Rate" means, with respect to any
Distribution Date, a rate equal to the greater of (X) zero and
(Y)(i) the Weighted Average Coupon Rate of all Eligible
Receivables in the Receivables Pool as of such Distribution
Date minus (ii) the sum of (a) the Servicing Fee Rate, (b) the
Sub-Servicing Fee Rate, (c) the Custodial Fee Rate with
respect to such Distribution Date and (d) 2.50%.
"California Park Receivable" means a Receivable (i)
which is related to a Manufactured Home located in a
manufactured housing park in California, (ii) which is secured
by the related Manufactured Home but not the land on which it
is situated and (iii) with respect to which, the Servicer has
received an appraisal of the value of the related Manufactured
Home from a licensed independent professional appraiser.
"Custodial Fee Rate" means, with respect to any
Distribution Date, a rate equal to the Custodial Fees payable
with respect to the immediately preceding Collection Period
expressed as a percentage of the aggregate Receivables in the
Receivables Pool as of such Distribution Date.
"Material Amendment" means, with respect to any
Transaction Document, an amendment thereto which would have a
material adverse effect upon the interests of the Investor,
the Banks or the Agent.
"New Home" means a Manufactured Home that was not
owned or occupied by any individual or individuals prior to
being purchased by the related Obligor.
252959
|
HomePride
As referenced in this Amendment Agreement [No. 4]:
HomePride Finance Corp – Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp . ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial
_____________
HOMEPRIDE FINANCE CORP – AS AGENT
{PAGE}
By: /s/ Anthony Giordano
-----------------------------
Name: Anthony Giordano
Title: Director
By: /s/ Alberto Zonca
-----------------------------
Name: Alberto Zonca
Title: Vice President
SERVICER: HOMEPRIDE FINANCE CORP ., AS SERVICER
By: /s/ John J. Collins, Jr.
-----------------------------
Name: John J. Collins, Jr.
Title: V.P.
SUB-SERVICER: THE CIT GROUP/SALES
_____________
dt 94193
;
Greenwich
As referenced in this Amendment Agreement [No. 4]:
Greenwich
Funding Corp – to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp . (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized
_____________
GREENWICH FUNDING CORP – authorized,
as of the date first above written.
SELLER: GSS HOMEPRIDE CORP.
By: /s/ Michelle Moezzi
---------------------
Name: Michelle Moezzi
Title: Vice President
INVESTOR: GREENWICH FUNDING CORP .
By: Credit Suisse First Boston, New York
Branch, as its Attorney-In-Fact
By: /s/ Mark Golombeck
--------------------------
Name: Mark Golombeck
Title: Vice
_____________
dt 94166
;
| GSS HomePride Corp.;
CIT Group/Sales Financing, Inc.
|
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| 2002 |
Amendment Agreement [No. 5]
Amendment Agreement [No. 5] (19K)
Doc #252960: Click preview link for longer preview.
AMENDMENT AGREEMENT
NO. 5
AMENDMENT AGREEMENT NO. 5, dated as of September 9, 2002 (this
"Amendment"), to the Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the RPA.
WHEREAS, the parties hereto desire to amend the RPA on the
terms and subject to the provisions hereof;
WHEREAS, the parties hereto desire to waive certain provisions
of the RPA on the terms and subject to the provisions hereof;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. Amendments to RPA.
1.1 Section 1.01 of the RPA is hereby amended by adding the
following definition in its proper alphabetical order:
"CHBC" means Champion Home Builders Co.
1.2 The definition of "Advance Rate" in Section 1.01 of the
RPA is hereby deleted and the following is inserted in its place:
"Advance Rate" means, as of any date of
determination (a) 78% if the following conditions shall be
satisfied as of such date of determination: (i) the Aggregate
Outstanding Balance of all Eligible Receivables in the
Receivables Pool that are secured by New Homes shall be
greater than or equal to 80% of the Aggregate Outstanding
Balance of all Eligible Receivables in the Receivables Pool,
(ii) the Aggregate Outstanding Balance of all Eligible
Receivables in the Receivables Pool secured by multi-wide
Manufactured Homes shall be greater than or equal to 70% of
the Aggregate Outstanding Balance of all Eligible Receivables
in the Receivables Pool and (iii) the Aggregate Outstanding
252960
|
Champion Home
As referenced in this Amendment Agreement [No. 5]:
Champion Home Builders – 1.1 Section 1.01 of the RPA is hereby amended by adding the
following definition in its proper alphabetical order:
"CHBC" means Champion Home Builders Co.
1.2 The definition of "Advance Rate" in Section 1.01 of the
RPA is hereby deleted and the following is inserted
_____________
dt 94427
;
HomePride
As referenced in this Amendment Agreement [No. 5]:
HomePride Finance Corp – Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp . ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial
_____________
HOMEPRIDE FINANCE CORP – AGENT
By: /s/ Anthony Giordano
--------------------------
Name: Anthony Giordano
Title: Director
By: /s/ Mark Golombeck
--------------------------
Name: Mark Golombeck
Title: Vice President
7
{PAGE}
SERVICER: HOMEPRIDE FINANCE CORP ., AS SERVICER
By: /s/ John J. Collins, Jr.
--------------------------
Name: John J. Collins, Jr.
Title: V.P.
SUB-SERVICER: THE CIT GROUP/SALES
_____________
dt 94194
;
|
Greenwich
As referenced in this Amendment Agreement [No. 5]:
Greenwich
Funding Corp – to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp . (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized
_____________
GREENWICH FUNDING CORP – as of the date first above written.
SELLER: GSS HOMEPRIDE CORP.
By: /s/ Frank B. Bilotta
---------------------------
Name: Frank B. Bilotta
Title: President
INVESTOR: GREENWICH FUNDING CORP .
By: Credit Suisse First Boston, New York Branch,
as its Attorney-In-Fact
By: /s/ Mark Lengel
--------------------------
Name: Mark Lengel
Title: Vice
_____________
dt 94167
;
GSS Homepride Corp.;
CIT Group/Sales Financing, Inc.
|
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Full Doc
| 2002 |
Amendment Agreement [No. 1]
Amendment Agreement [No. 1] (16K)
Doc #252964: Click preview link for longer preview.
AMENDMENT AGREEMENT
NO. 1
AMENDMENT AGREEMENT NO. 1, dated as of May 23, 2002 (this
"Amendment"), to the Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the RPA.
WHEREAS, the parties hereto desire to amend the RPA on the
terms and subject to the provisions hereof;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. Amendments to RPA.
1.1 The definition of "Eligible Receivable" in Section 1.01 of
the RPA is hereby amended by deleting paragraph (rr) thereof in its
entirety and inserting in its place the following:
(rr) which arises under a Contract which has a fixed
annual percentage rate and provides for level monthly,
bi-weekly or semi-monthly payments of principal and interest
and which fully amortize such Contract over its term;
1.2 The definition of "Eligible Receivable" in Section 1.01 of
the RPA is hereby further amended by deleting paragraph (fff) thereof
in its entirety and inserting in its place the following:
(fff) with respect to which, if such Receivable
arises under a Manufactured Housing Contract, the related
original Title is in the possession of the Custodian;
provided, that, if the related Manufactured Home is located in
a jurisdiction the laws of which require that the related
original Title must be delivered to the related Obligor, then
the appropriate document issued by the titling authority in
such jurisdiction evidencing the notation of HomePride's
perfected, first priority security interest in such
Manufactured Home is in the possession of the Custodian;
252964
|
HomePride
As referenced in this Amendment Agreement [No. 1]:
HomePride Finance Corp – Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp . ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial
_____________
HOMEPRIDE FINANCE CORP – AGENT
By: /s/ Anthony Giordano
-------------------------------
Name: Anthony Giordano
Title: Director
By: /s/ Mark Golombeck
-------------------------------
Name: Mark Golombeck
Title: Vice President
7
{PAGE}
SERVICER: HOMEPRIDE FINANCE CORP ., AS SERVICER
By: /s/ John J. Collins
-------------------------------
Name: John J. Collins
Title: Vice President, Secretary &
General Counsel
SUB-SERVICER: THE CIT GROUP/
_____________
dt 94196
;
Greenwich
As referenced in this Amendment Agreement [No. 1]:
Greenwich
Funding Corp – to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp . (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized
_____________
GREENWICH FUNDING CORP – as of the date first above written.
SELLER: GSS HOMEPRIDE CORP.
By: /s/ Frank B. Bilotta
-------------------------------
Name: Frank B. Bilotta
Title: President
INVESTOR: GREENWICH FUNDING CORP .
By: Credit Suisse First Boston, New York
Branch, as its Attorney-In-Fact
By: /s/ Mark Lengel
--------------------------------
Name: Mark Lengel
Title: Vice
_____________
dt 94169
;
| GSS Homepride Corp.;
CIT Group/Sales Financing, Inc.
|
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Full Doc
| 2002 |
Amendment Agreement [No. 3]
Amendment Agreement [No. 3] (15K)
Doc #252966: Click preview link for longer preview.
AMENDMENT AGREEMENT
NO. 3
AMENDMENT AGREEMENT NO. 3, dated as of June 21, 2002 (this
"Amendment"), to the Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the RPA.
WHEREAS, the parties hereto desire to amend the RPA on the
terms and subject to the provisions hereof;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. Amendments to RPA.
1.1 The definition of "Eligible Receivable" in Section 1.01 of
the RPA is hereby amended by deleting the period at the end thereof and
adding at the end thereof the following:
and
(xxx) until such time as the Agent has received a "no
objection" letter, in form and substance satisfactory to the
Agent, from the appropriate regulatory body in the State of
Louisiana which explicitly states that both the Conduit and
CSFB are exempt from any requirement in such State to obtain
any licenses, permits and/or approvals or to submit any
notifications or registrations in connection with the
transactions contemplated by the Transaction Documents, (i)
the Obligor under the Contract related to such Receivable
shall not be a resident of such State, (ii) the related
Manufactured Home shall not be located in such State and (iii)
the Title for such Manufactured Home shall not be, and shall
not be required to be, issued by such State or any
subdivision, agency, bureau or court thereof; and
(yyy) until such time as the Agent has received a "no
objection" letter, in form and substance satisfactory to the
Agent, from the appropriate regulatory
252966
|
HomePride
As referenced in this Amendment Agreement [No. 3]:
HomePride Finance Corp – Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp . ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial
_____________
HOMEPRIDE FINANCE CORP – AGENT
By: /s/ Anthony Giordano
-------------------------------
Name: Anthony Giordano
Title: Director
By: /s/ Alberto Zonca
-------------------------------
Name: Alberto Zonca
Title: Vice President
6
{PAGE}
SERVICER: HOMEPRIDE FINANCE CORP ., AS SERVICER
By: /s/ Anthoney S. Cleberg
-------------------------------
Name: Anthoney S. Cleberg
Title: Vice President
SUB-SERVICER: THE CIT GROUP/SALES FINANCING, INC.
_____________
dt 94198
;
Greenwich
As referenced in this Amendment Agreement [No. 3]:
Greenwich
Funding Corp – to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp . (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized
_____________
GREENWICH FUNDING CORP – authorized,
as of the date first above written.
SELLER: GSS HOMEPRIDE CORP.
By: /s/ Frank B. Bilotta
-------------------------------
Name: Frank Bilotta
Title: President
INVESTOR: GREENWICH FUNDING CORP .
By: Credit Suisse First Boston, New York
Branch, as its Attorney-In-Fact
By: /s/ Mark Lengel
-------------------------------
Name: Mark Lengel
Title: Vice
_____________
dt 94171
;
| CIT Group/Sales Financing, Inc.;
GSS HomePride Corp.
|
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Full Doc
| 2007 |
Asset Purchase Agreement
Asset Purchase Agreement (190K)
Doc #3243338: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
AMONG
1367606 ALBERTA ULC,
an Alberta unlimited liability corporation,
AND
CHAMPION HOME BUILDERS CO.
a Michigan corporation,
AND
SRI HOMES INC.
an Alberta corporation,
AND
NGI INVESTMENT CORPORATION
an Alberta corporation,
AND
ROBERT ADRIA
AND
BRIAN HOLTERHUS
December 17, 2007
TABLE OF CONTENTS
Page
ARTICLE 1
PURCHASE OF ACQUIRED ASSETS AND . . .
3243338
|
Champion
As referenced in this Asset Purchase Agreement:
Champion Enterprises, Inc – the Closing, the Employment Agreement with the Buyer in the form attached hereto as Exhibit E.
(j) Parent Board Approval. The Board of Directors of the Buyer?s ultimate parent, Champion Enterprises, Inc ., shall have approved this Agreement and the transactions contemplated herein.
(k) Employee Plans Confirmation. Seller shall have delivered to Buyer written confirmation from the plan administrator(s) of the
_____________
Champion Enterprises, Inc – given by registered or certified mail, postage prepaid, return receipt requested and properly addressed as follows:
If to Buyer or Parent, addressed to:
William C. Griffiths, Chairman, President & CEO
Champion Enterprises, Inc .
755 West Big Beaver Road
Troy, Michigan
Facsimile: 248-273-4278
with a copy to:
Roger K. Scholten
Champion Enterprises, Inc.
755 West Big Beaver Road
Troy, Michigan
Senior
_____________
Champion Enterprises, Inc – addressed to:
William C. Griffiths, Chairman, President & CEO
Champion Enterprises, Inc.
755 West Big Beaver Road
Troy, Michigan
Facsimile: 248-273-4278
with a copy to:
Roger K. Scholten
Champion Enterprises, Inc .
755 West Big Beaver Road
Troy, Michigan
Senior Vice President, General Counsel & Corporate Secretary
Facsimile: 248-273-4268
With a copy to:
Donald M. Dalik
Fasken Martineau DuMoulin
_____________
dt 1872874
| |
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Full Doc
| 2003 |
Change in Control Severance Agreement
Change in Control Severance Agreement (27K)
Doc #252941: Click preview link for longer preview.
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the "Agreement"), dated as
of October 17, 2002, is between Champion Enterprises, Inc. (the "Company") and
Phyllis Knight, who is currently employed by the Company in the position of
Executive Vice President and Chief Financial Officer (the "Executive").
WITNESSETH:
WHEREAS, the Company believes that it is in the best interests of the
Company and its Shareholders if the Executive is assured that he/she will
receive appropriate financial protection in the event of a Change in Control (as
defined in Section 4 below), thus ensuring that the Executive will have an
incentive to perform valuable services for the Company and will not be
distracted in the event of an actual or threatened Change in Control; and
WHEREAS, the Company believes that the assurance of appropriate
financial protection to the Executive in the event of a Change in Control will
encourage the Executive to remain in the employ of the Company through the
transition period following a Change in Control, which is the best interests of
the Company and its Shareholders; and
WHEREAS, the Executive is willing to provide dedicated services to the
Company on the condition that he/she receives adequate assurance that he/she
will receive appropriate financial protection in the event of a Change in
Control;
NOW THEREFORE, in consideration of the premises and mutual covenants,
the parties hereto agree as follows:
1. OPERATION OF AGREEMENT. This Agreement sets forth the
severance compensation that the Company shall pay the Executive if the
Executive's employment with the Company terminates under one of the applicable
provisions set forth herein following a Change in Control.
2. TERM OF THE AGREEMENT. This Agreement shall be effective upon
its execution by both parties and shall terminate upon the first of the
following events to occur:
(a) five (5) years from the date hereof if a Change in
Control has not occurred within such five-year period;
(b) the termination of the Executive's employment with
the Company prior to a Change in Control except under the circumstances
described in Section 6 hereunder;
(c) the expiration of two (2) years following a Change in
Control (or two years following the later of one or more successive Changes in
Control that occur within the two year period immediately following the initial
Change in Control);
(d) the termination of the Executive's employment with
the Company following a Change in Control due to the Executive's death,
Disability (as defined in Section 3(a) below) or Retirement (as defined in
Section 3(b) below);
(e) the termination of the Executive's employment by the
Company for Cause (as defined in Section 3(c) below) following a Change in
Control; or
(f) termination of employment by the Executive for other
than Good Reason (as defined in Section 5) following the date of a Change in
Control.
1
{PAGE}
Exhibit 10.27
Unless the Agreement has first terminated under clauses (a) through (f) hereof,
commencing on the fifth anniversary of the date of this Agreement, and each
one-year anniversary thereafter, this Agreement shall be extended for one
additional year, unless at least thirty (30) days prior to each such anniversary
the Company notifies the Executive in writing that it will not extend the term
of this Agreement.
3. DEFINED TERMS. For purposes of this Agreement, the following
terms shall have the meanings set forth below:
(a) "Disability" shall mean the Executive's total and
permanent disability which prevents the Executive from performing the duties
he/she was assigned immediately prior to the Change in Control for a continuous
period exceeding 9 months. The determination of a Disability shall be made by a
medical board certified physician mutually acceptable to the Company and the
Executive (or the Executive's legal representative, if one has been appointed),
and if the parties cannot mutually agree to the selection of a physician, then
each party shall select such a physician and the two physicians so selected
shall select a third physician who shall make this determination.
(b) "Retirement" shall mean retirement on or after age
65.
(c) "Cause" shall mean the Executive's willful gross
misconduct, willful and material breach of Executive's duties or an act of fraud
or dishonesty by the Executive that directly or indirectly results in material
harm to the Company.
4. CHANGE IN CONTROL. A Change in Control shall be deemed to have
occurred upon the occurrence of any of the following events:
(a) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of 51%, or more, of the outstanding
common stock of the Company in a single transaction or a series of related
transactions within a one-year period;
(b) a sale of all or substantially all of the assets of
the Company to any person, firm or corporation through a single transaction or
multiple transactions; or
(c) a merger, consolidation or similar transaction
between the Company and another entity if shareholders of the Company do not own
a majority of the voting stock of the corporation surviving the transaction.
5. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL.
Subject to Sections 6 and 11(a) hereunder, the Executive shall be entitled to
severance payments under this Agreement only if there has been a Change in
Control and the Executive has incurred a Termination of Employment. For purposes
of this Agreement during the two-year period following any Change in Control
that occurs during the term of this Agreement, "Termination of Employment" shall
be defined as:
(a) The Executive's involuntary termination by the
Company for any reason other than death, Disability, Retirement or Cause; or
(b) The Executive's termination for "Good Reason,"
defined as the occurrence of any of the following events without the Executive's
written consent:
(i) Any reassignment of the Executive to duties
inconsistent with his/her position, title, duties, responsibilities and status
with the Company immediately prior to the Change in Control, or a change in the
Executive's reporting responsibilities, including a change in the identity or
the corporate position to which the Executive reports, or a change in title
(except for a promotion) in effect immediately prior to the Change in Control;
252941
|
Champion
As referenced in this Change in Control Severance Agreement:
CHAMPION ENTERPRISES, – {DOCUMENT}
{TYPE}EX-10.27
{SEQUENCE}14
{FILENAME}k74300exv10w27.txt
{DESCRIPTION}CHANGE IN CONTROL SEVERANCE AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.27
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the "Agreement"), dated as
of October 17, 2002, is between
_____________
Champion Enterprises, – ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the "Agreement"), dated as
of October 17, 2002, is between Champion Enterprises, Inc. (the "Company") and
Phyllis Knight, who is currently employed by the Company in the position of
Executive Vice President and Chief
_____________
Champion Enterprises, – creditor of the Company.
15. CLAIMS PROCEDURE.
(a) The administrator for purposes of this Agreement
shall be the Company ("Administrator"), whose address is Champion Enterprises,
Inc., 2701 Cambridge Court, Suite 300, Auburn Hills, MI 48326 and whose
telephone number is (248) 340-9090. The "Named Fiduciary" as
_____________
CHAMPION ENTERPRISES, – Agreement in
writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
COMPANY: CHAMPION ENTERPRISES, INC.
By: /s/ WALTER R. YOUNG
------------------------------
Its President
EXECUTIVE: /s/ PHYLLIS KINGIT
------------------------------
Phyllis Knight
7
{/TEXT}
{/DOCUMENT}
_____________
dt 95330
;
Comerica Bank
As referenced in this Change in Control Severance Agreement:
Comerica Bank – and 11(a) hereof). For purposes of this Section 8, "prime rate" shall be
determined by reference to the prime rate established by Comerica Bank (or its
successor), in effect from time to time commencing on the 10th day following the
Executive's Termination of Employment (or
_____________
Comerica Bank – plus two percent. For
purposes of this Section 16, "prime rate" shall be determined by the reference
to the prime rate established by Comerica Bank as in effect from time to time
during the period from the date such amounts should have been paid to the date
of
_____________
dt 107206
;
| Phyllis Knight
|
Preview
Full Doc
| 2003 |
Change in Control Severance Agreement
Change in Control Severance Agreement (28K)
Doc #252942: Click preview link for longer preview.
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT, dated as of July 11, 1997, is by and between
Champion Enterprises, Inc. (the "Company") and Bobby Joe Williams, who is
currently employed by the Company in the position of President East/Southeast
Region (the "Executive").
WITNESSETH:
WHEREAS, the Company believes that it is in the best interests
of the Company and its Shareholders if the Executive is assured that he will
receive appropriate financial protection in the event of a Change in Control (as
defined in Section 4 below), thus ensuring that the Executive will have an
incentive to perform valuable services for the Company and will not be
distracted in the event of an actual or threatened Change in Control; and
WHEREAS, the Company believes that the assurance of
appropriate financial protection to the Executive in the event of a Change in
Control will encourage the Executive to remain in the employ of the Company
through the transition period following a Change in Control, which is the best
interests of the Company and its Shareholders; and
WHEREAS, the Executive is willing to provide dedicated
services to the Company on the condition that he receives adequate assurance
that he will receive appropriate financial protection in the event of a Change
in Control;
NOW THEREFORE, in consideration of the premises and mutual
covenants, the parties hereto agree as follows:
AGREEMENT
1. OPERATION OF AGREEMENT. This Agreement sets forth the
severance compensation that the Company shall pay the Executive if the
Executive's employment with the Company terminates under one of the applicable
provisions set forth herein following a Change in Control.
2. TERM OF THE AGREEMENT. This Agreement shall be
effective upon its execution by both parties and shall terminate upon the first
of the following events to occur: (a) five years from the date hereof if a
Change in Control has not occurred within such five-year period; (b) the
termination of the Executive's employment with the Company prior to a Change in
Control except under the circumstances described in Section 6 hereunder; (c) the
expiration of two years following a Change in Control (or two years following
the later of one or more successive Changes in Control that occur within the two
year period immediately following the initial Change in Control); (d) the
termination of the Executive's employment with the Company following a Change in
Control due to the Executive's death, Disability (as defined in Section 3(a)
below) or Retirement (as defined in Section 3(b) below); (e) the termination of
the Executive's employment by the Company for Cause (as defined in Section 3(c)
below) following a Change in Control; or (f) termination of employment by the
Executive for other than Good Reason (as defined in Section 5) following the
date of a Change in Control. Unless the Agreement has first terminated under
clauses (a) through (f) hereof, commencing on the fifth anniversary of the date
of this Agreement, and each one-year anniversary thereafter, this Agreement
shall be extended for one additional year, unless at least 30 days prior to each
such anniversary, the Company notifies the Executive in writing that it will not
extend the term of this Agreement.
3. DEFINED TERMS. For purposes of this Agreement, the
following terms shall have the meanings set forth below:
(a) "Disability" shall mean the Executive's
total and permanent disability
252942
|
Champion
As referenced in this Change in Control Severance Agreement:
CHAMPION ENTERPRISES, – {DOCUMENT}
{TYPE}EX-10.40
{SEQUENCE}15
{FILENAME}k74300exv10w40.txt
{DESCRIPTION}CHANGE IN CONTROL SEVERANCE AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.40
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT, dated as of July 11, 1997, is by and between
Champion Enterprises, Inc. (the "
_____________
Champion Enterprises, – Exhibit 10.40
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT, dated as of July 11, 1997, is by and between
Champion Enterprises, Inc. (the "Company") and Bobby Joe Williams, who is
currently employed by the Company in the position of President East/Southeast
Region (
_____________
Champion
Enterprises, – creditor of the Company.
15. CLAIMS PROCEDURE.
(a) The administrator for purposes of this
Agreement shall be the Company ("Administrator"), whose address is Champion
Enterprises, Inc., 2701 University Drive, Suite 320, Auburn Hills, MI 48326 and
whose telephone number is (248) 340-9090. The "Named Fiduciary" as
_____________
CHAMPION ENTERPRISES, – PAGE}
Exhibit 10.40
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first written above.
CHAMPION ENTERPRISES, INC.
By: /s/ WALTER R. YOUNG
---------------------------
Walter R. Young
Chairman of the Board of
Directors, President and
Chief Financial Officer
By: /s/
_____________
dt 95331
;
Comerica Bank
As referenced in this Change in Control Severance Agreement:
Comerica Bank
– and 11(a) hereof). For purposes of this Section 8, "prime rate"
shall be determined by reference to the prime rate established by Comerica Bank
(or its successor), in effect from time to time commencing on the 10th day
following the Executive's Termination of Employment (or
_____________
Comerica Bank – plus two percent. For purposes of this Section 16, "prime rate" shall
be determined by the reference to the prime rate established by Comerica Bank as
in effect from time to time during the period from the date such amounts should
have been paid to the date of
_____________
dt 107207
;
| Bobby Joe Williams
|
Preview
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| 2001 |
Change in Control Severance Agreement
Change in Control Severance Agreement (27K)
Doc #253016: Click preview link for longer preview.
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT, dated as of November 30, 2000, is between Champion
Enterprises, Inc. (the "Company") and Anthony S. Cleberg, who is currently
employed by the Company in the position of Executive Vice President and Chief
Financial Officer (the "Executive").
WITNESSETH:
WHEREAS, the Company believes that it is in the best interests of the
Company and its Shareholders if the Executive is assured that he will receive
appropriate financial protection in the event of a Change in Control (as defined
in Section 4 below), thus ensuring that the Executive will have an incentive to
perform valuable services for the Company and will not be distracted in the
event of an actual or threatened Change in Control; and
WHEREAS, the Company believes that the assurance of appropriate
financial protection to the Executive in the event of a Change in Control will
encourage the Executive to remain in the employ of the Company through the
transition period following a Change in Control, which is the best interests of
the Company and its Shareholders; and
WHEREAS, the Executive is willing to provide dedicated services to the
Company on the condition that he receives adequate assurance that he will
receive appropriate financial protection in the event of a Change in Control;
NOW THEREFORE, in consideration of the premises and mutual covenants,
the parties hereto agree as follows:
1. Operation of Agreement. This Agreement sets forth the severance
compensation that the Company shall pay the Executive if the Executive's
employment with the Company terminates under one of the applicable provisions
set forth herein following a Change in Control.
2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) five years from the date hereof if a Change in Control has
not occurred within such five-year period; (b) the termination of the
Executive's employment with the Company prior to a Change in Control except
under the circumstances described in Section 6 hereunder; (c) the expiration of
two years following a Change in Control (or two years following the later of one
1
{PAGE} 2
or more successive Changes in Control that occur within the two year period
immediately following the initial Change in Control); (d) the termination of the
Executive's employment with the Company following a Change in Control due to the
Executive's death, Disability (as defined in Section 3(a) below) or Retirement
(as defined in Section 3(b) below); (e) the termination of the Executive's
employment by the Company for Cause (as defined in Section 3(c) below) following
a Change in Control; or (f) termination of employment by the Executive for other
than Good Reason (as defined in Section 5) following the date of a Change in
Control. Unless the Agreement has first terminated under clauses (a) through (f)
hereof, commencing on the fifth anniversary of the date of this Agreement, and
each one-year anniversary thereafter, this Agreement shall be extended for one
additional year, unless at least 30 days prior to each such anniversary, the
Company notifies the Executive in writing that it will not extend the term of
this Agreement.
3. Defined Terms. For purposes of this Agreement, the following
terms shall have the meanings set forth below:
(a) "Disability" shall mean the Executive's total and permanent
disability which prevents the Executive from performing the duties he was
assigned immediately prior to the Change in Control for a continuous period
exceeding 9 months. The termination of Disability shall be made by a medical
board certified physician mutually acceptable to the Company and the Executive
(or the Executive's legal representative, if one has been appointed), and if the
parties cannot mutually agree to the selection of a physician, then each party
shall select such a physician and the two physicians so selected shall select a
third physician who shall make this determination.
(b) "Retirement" shall mean retirement on or after age 65.
(c) "Cause" shall mean the Executive's willful gross misconduct,
willful and material breach of his duties or an act of fraud or dishonesty by
the Executive that directly or indirectly results in material harm to the
Company.
4. Change in Control. A Change in Control shall be deemed to have
occurred upon the occurrence of any of the following events:
(a) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of 51%, or more, of the outstanding
common stock of the Company in a single transaction or a series of related
transactions within a one-year period;
(b) a sale of all or substantially all of the assets of the
Company to any person, firm or corporation through a single transaction or
multiple transactions;
253016
|
Champion
As referenced in this Change in Control Severance Agreement:
CHAMPION ENTERPRISES, – DOCUMENT}
{TYPE}EX-10.21
{SEQUENCE}5
{FILENAME}k60964ex10-21.txt
{DESCRIPTION}CHANGE IN CONTROL SEVERANCE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.21
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT, dated as of November 30, 2000, is between Champion
Enterprises, Inc. (the "Company") and
_____________
Champion
Enterprises, – PAGE} 1
EXHIBIT 10.21
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT, dated as of November 30, 2000, is between Champion
Enterprises, Inc. (the "Company") and Anthony S. Cleberg, who is currently
employed by the Company in the position of Executive Vice President and
_____________
Champion Enterprises, – Company.
6
{PAGE} 7
15. Claims Procedure.
(a) The administrator for purposes of this Agreement shall be the
Company ("Administrator"), whose address is Champion Enterprises, Inc., 2701
University Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number
is (248) 340-9090. The "Named Fiduciary" as
_____________
CHAMPION ENTERPRISES, – an Agreement in
writing.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
CHAMPION ENTERPRISES, INC.
By:
-----------------------------------
Walter R. Young, Chairman,
President and Chief Executive Officer
By:
-----------------------------------
Anthony S. Cleberg
9
{/TEXT}
{/DOCUMENT}
_____________
dt 95380
;
Comerica Bank
As referenced in this Change in Control Severance Agreement:
Comerica Bank – and 11(a) hereof). For purposes of this Section 8, "prime rate" shall be
determined by reference to the prime rate established by Comerica Bank (or its
successor), in effect from time to time commencing on the 10th day following the
Executive's Termination of Employment (or
_____________
Comerica Bank – plus two percent. For purposes of this Section 16, "prime rate" shall
be determined by the reference to the prime rate established by Comerica Bank as
in effect from time to time during the period from the date such amounts should
have been paid to the date of
_____________
dt 107215
;
| Anthony S. Cleberg
|
Preview
Full Doc
| 2000 |
Change in Control Agreement [2000]
Change in Control Agreement [2000] (18K)
Doc #253040: Click preview link for longer preview.
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Walter R. Young, who is currently employed by the
Company in the position of Chairman, President and Chief Executive Officer (the
"Executive").
A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and
B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.
In consideration of the premises and mutual covenants, the parties agree as
follows:
1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.
2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.
3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:
(a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;
(b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or
253040
|
Champion
As referenced in this Change in Control Agreement [2000]:
CHAMPION ENTERPRISES, – EX-10.2
{SEQUENCE}3
{FILENAME}ex10-2.txt
{DESCRIPTION}CHANGE IN CONTROL AGREEMENT - WALTER R. YOUNG
{TEXT}
{PAGE} 1
EXHIBIT 10.2
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and
_____________
Champion Enterprises, – PAGE} 1
EXHIBIT 10.2
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Walter R. Young, who is currently employed by the
Company in the position of Chairman, President and Chief
_____________
Champion Enterprises, – creditor of the Company.
11. Claims Procedure.
(a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as
_____________
CHAMPION ENTERPRISES, – an agreement in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
CHAMPION ENTERPRISES, INC.
By:
Its:
By:
Walter R. Young
{/TEXT}
{/DOCUMENT}
_____________
dt 95398
;
Comerica Bank
As referenced in this Change in Control Agreement [2000]:
Comerica Bank – the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.
6. Tax Withholding.
_____________
Comerica Bank – interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of
_____________
dt 107217
;
| Walter R. Young
|
Preview
Full Doc
| 2000 |
Change in Control Agreement [2000]
Change in Control Agreement [2000] (18K)
Doc #253041: Click preview link for longer preview.
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Philip C. Surles, who is currently employed by the
Company in the position of Chief Operating Officer (the "Executive").
A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and
B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.
In consideration of the premises and mutual covenants, the parties agree as
follows:
1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.
2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.
3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:
(a) the acquisition of ownership by a person, firm or corporation, or a
group acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;
(b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or
(c) a merger, consolidation or similar transaction between the Company and
253041
|
Champion
As referenced in this Change in Control Agreement [2000]:
CHAMPION ENTERPRISES, – EX-10.3
{SEQUENCE}4
{FILENAME}ex10-3.txt
{DESCRIPTION}CHANGE IN CONTROL AGREEMENT - PHILIP C. SURLES
{TEXT}
{PAGE} 1
EXHIBIT 10.3
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and
_____________
Champion Enterprises, – PAGE} 1
EXHIBIT 10.3
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Philip C. Surles, who is currently employed by the
Company in the position of Chief Operating Officer (the "
_____________
Champion Enterprises, – creditor of the Company.
11. Claims Procedure.
(a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as
_____________
CHAMPION ENTERPRISES, – an agreement in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
CHAMPION ENTERPRISES, INC.
By:
Walter R. Young
Chairman of the Board of
Directors, President and
Chief Executive Officer
By:
Philip C. Surles
{/TEXT}
{/DOCUMENT}
_____________
dt 95399
;
Comerica Bank
As referenced in this Change in Control Agreement [2000]:
Comerica Bank – the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.
6. Tax Withholding.
_____________
Comerica Bank – interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of
_____________
dt 107218
;
| Philip C. Surles
|
Preview
Full Doc
| 2000 |
Change in Control Agreement [2000]
Change in Control Agreement [2000] (18K)
Doc #253042: Click preview link for longer preview.
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and M. Mark Cole, who is currently employed by the Company
in the position of President, Retail Operations (the "Executive").
A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and
B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.
In consideration of the premises and mutual covenants, the parties agree as
follows:
1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.
2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.
3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:
(a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;
(b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or
(c) a merger, consolidation or similar transaction between the Company and
253042
|
Champion
As referenced in this Change in Control Agreement [2000]:
CHAMPION ENTERPRISES, – EX-10.4
{SEQUENCE}5
{FILENAME}ex10-4.txt
{DESCRIPTION}CHANGE IN CONTROL AGREEMENT - M. MARK COLE
{TEXT}
{PAGE} 1
EXHIBIT 10.4
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and
_____________
Champion Enterprises, – PAGE} 1
EXHIBIT 10.4
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and M. Mark Cole, who is currently employed by the Company
in the position of President, Retail Operations (the "
_____________
Champion Enterprises, – creditor of the Company.
11. Claims Procedure.
(a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as
_____________
CHAMPION ENTERPRISES, – an agreement in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
CHAMPION ENTERPRISES, INC.
By:
Walter R. Young
Chairman of the Board of
Directors, President and
Chief Executive Officer
By:
M. Mark Cole
{/TEXT}
{/DOCUMENT}
_____________
dt 95400
;
Comerica Bank
As referenced in this Change in Control Agreement [2000]:
Comerica Bank – the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.
6. Tax Withholding.
_____________
Comerica Bank – interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of
_____________
dt 107219
;
| M. Mark Cole
|
Preview
Full Doc
| 2000 |
Change in Control Agreement [2000]
Change in Control Agreement [2000] (18K)
Doc #253043: Click preview link for longer preview.
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Donald D. Williams, who is currently employed by the
Company in the position of Chief Marketing Officer (the "Executive").
A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and
B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.
In consideration of the premises and mutual covenants, the parties agree as
follows:
1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.
2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.
3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:
(a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;
(b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or
(c) a merger, consolidation or similar transaction between the Company and
253043
|
Champion
As referenced in this Change in Control Agreement [2000]:
CHAMPION ENTERPRISES, – EX-10.5
{SEQUENCE}6
{FILENAME}ex10-5.txt
{DESCRIPTION}CHANGE IN CONTROL AGREEMENT - DONALD D. WILLIAMS
{TEXT}
{PAGE} 1
EXHIBIT 10.5
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and
_____________
Champion Enterprises, – PAGE} 1
EXHIBIT 10.5
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Donald D. Williams, who is currently employed by the
Company in the position of Chief Marketing Officer (the "
_____________
Champion Enterprises, – creditor of the Company.
11. Claims Procedure.
(a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as
_____________
CHAMPION ENTERPRISES, – an agreement in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
CHAMPION ENTERPRISES, INC.
By:
Walter R. Young
Chairman of the Board of
Directors, President and
Chief Executive Officer
By:
Donald D. Williams
{/TEXT}
{/DOCUMENT}
_____________
dt 95401
;
Comerica Bank
As referenced in this Change in Control Agreement [2000]:
Comerica Bank – the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.
6. Tax Withholding.
_____________
Comerica Bank – interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of
_____________
dt 107220
;
| Donald D. Williams
|
Preview
Full Doc
| 2000 |
Change in Control Agreement [2000]
Change in Control Agreement [2000] (18K)
Doc #253044: Click preview link for longer preview.
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and John J. Collins, Jr., who is currently employed by the
Company in the position of Senior Vice President, General Counsel and Secretary
(the "Executive").
A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and
B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.
In consideration of the premises and mutual covenants, the parties agree as
follows:
1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.
2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.
3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:
(a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;
(b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or
253044
|
Champion
As referenced in this Change in Control Agreement [2000]:
CHAMPION ENTERPRISES, – EX-10.6
{SEQUENCE}7
{FILENAME}ex10-6.txt
{DESCRIPTION}CHANGE IN CONTROL AGREEMENT - JOHN J. COLLINS
{TEXT}
{PAGE} 1
EXHIBIT 10.6
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and
_____________
Champion Enterprises, – PAGE} 1
EXHIBIT 10.6
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and John J. Collins, Jr., who is currently employed by the
Company in the position of Senior Vice President,
_____________
Champion Enterprises, – creditor of the Company.
11. Claims Procedure.
(a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as
_____________
CHAMPION ENTERPRISES, – an agreement in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
CHAMPION ENTERPRISES, INC.
By:
Walter R. Young
Chairman of the Board of
Directors, President and
Chief Executive Officer
By:
John J. Collins, Jr.
{/TEXT}
{/
_____________
dt 95402
;
Comerica Bank
As referenced in this Change in Control Agreement [2000]:
Comerica Bank – the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.
6. Tax Withholding.
_____________
Comerica Bank – interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of
_____________
dt 107221
;
| John J. Collins, Jr.
|
Preview
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| 2000 |
Change in Control Agreement [2000]
Change in Control Agreement [2000] (18K)
Doc #253045: Click preview link for longer preview.
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Richard P. Hevelhorst, who is currently employed by the
Company in the position of Vice President and Controller (the "Executive").
A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and
B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.
In consideration of the premises and mutual covenants, the parties agree as
follows:
1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.
2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.
3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:
(a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;
(b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or
253045
|
Champion
As referenced in this Change in Control Agreement [2000]:
CHAMPION ENTERPRISES, – TYPE}EX-10.7
{SEQUENCE}8
{FILENAME}ex10-7.txt
{DESCRIPTION}CHANGE IN CONTROL AGREEMENT - RICHARD HEVELHORST
{TEXT}
{PAGE} 1
EXHIBIT 10.7
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and
_____________
Champion Enterprises, – PAGE} 1
EXHIBIT 10.7
CHAMPION ENTERPRISES, INC.
2000 CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Richard P. Hevelhorst, who is currently employed by the
Company in the position of Vice President and Controller (
_____________
Champion Enterprises, – creditor of the Company.
11. Claims Procedure.
(a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as
_____________
CHAMPION ENTERPRISES, – an agreement in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
CHAMPION ENTERPRISES, INC.
By:
Walter R. Young
Chairman of the Board of
Directors, President and
Chief Executive Officer
By:
Richard P. Hevelhorst
{/TEXT}
{/DOCUMENT}
_____________
dt 95403
;
Comerica Bank
As referenced in this Change in Control Agreement [2000]:
Comerica Bank – the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.
6. Tax Withholding.
_____________
Comerica Bank – interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of
_____________
dt 107222
;
| Richard P. Hevelhorst
|
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| 2004 |
Change in Control Severance Agreement
Change in Control Severance Agreement (33K)
Doc #1003586: Click preview link for longer preview.
exv10w1
EXHIBIT 10.1
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”), dated as of
August 1, 2004, is between Champion Enterprises, Inc. (the “Company”) and
William C. Griffiths, who is currently employed by the Company in the position
Chief Executive Officer (the “Executive”).
WITNESSETH:
WHEREAS, the Company believes that it is in the best interests of the
Company . . .
1003586
|
Champion
As referenced in this Change in Control Severance Agreement:
CHAMPION ENTERPRISES, INC –
exv10w1
EXHIBIT 10.1
CHAMPION ENTERPRISES, INC .
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”), dated as of
August 1, 2004, is between Champion Enterprises, Inc. (the “Company&#
_____________
Champion Enterprises, Inc – exv10w1
EXHIBIT 10.1
CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”), dated as of
August 1, 2004, is between Champion Enterprises, Inc . (the “Company”) and
William C. Griffiths, who is currently employed by the Company in the position
Chief Executive Officer (the “Executive”).
WITNESSETH:
WHEREAS, the Company
_____________
Champion Enterprises, Inc – those
of an unsecured general creditor of the Company.
15. Claims Procedure.
(a) The administrator for purposes of this Agreement shall be the Company
(“Administrator”), whose address is Champion Enterprises, Inc ., 2701 Cambridge
Court, Suite 300, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The “Named Fiduciary” as defined in Section 402(a)(2)
_____________
CHAMPION ENTERPRISES, INC – be altered or amended except by an Agreement in
writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
COMPANY:
CHAMPION ENTERPRISES, INC .
By:
EXECUTIVE:
William C. Griffiths
-7-
EXHIBIT A
Gross-Up Provisions
(a) In the event that the Executive shall become entitled to payments
and/or benefits provided by this
_____________
dt 1327491
;
|
Comerica Bank
As referenced in this Change in Control Severance Agreement:
Comerica Bank – due dates
under Sections 6 and 11(a) hereof). For purposes of this Section 8, “prime
rate” shall be determined by reference to the prime rate established by
Comerica Bank (or its successor), in effect from time to time commencing on the
10th day following the Executive’s Termination of Employment (or applicable due
dates under Sections 6
_____________
Comerica Bank – the prime rate of interest plus two percent. For
purposes of this Section 16, “prime rate” shall be determined by the reference
to the prime rate established by Comerica Bank as in effect from time to time
during the period from the date such amounts should have been paid to the date
of actual payment. For purposes of the determining
_____________
dt 1424158
|
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| 2008 | | | |
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| 2008 | | | |
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| 2004 |
Code of Business Conduct and Ethics
Code of Business Conduct and Ethics (53K)
Doc #252889: Click preview link for longer preview.
CHAMPION CODE OF BUSINESS CONDUCT AND ETHICS
1.
OVERVIEW.
Champion Enterprises, Inc. and its subsidiaries/affiliates (together Champion) have recently revised their ethics and corporate guidance policies, which are contained in this Code of Business Conduct and Ethics (the Code). The Code is intended to comply with the requirements under the Sarbanes-Oxley Act of 2002, the Federal Sentencing Guidelines, and the New York Stock Exchange Corporate Governance Rules.
The Code is designed to (i) deter wrongdoing, (ii) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (iii) promote full, fair, accurate, timely, and understandable disclosure in Securities and Exchange Commission (the SEC) reports and in other public communications made by the Company; (iv) promote compliance with all laws, rules and regulations; (v) promote the prompt reporting of any violations of this Code; and (vi) promote accountability for adherence to this Code.
Please read this Code carefully and keep a copy of it available at your workplace. Please contact Champions General Counsel (248-340-7717) (jcollins@championhomes.net) if you have any questions about this Code or any other Champion policy or procedure. This Code is not intended to and does not create any rights in any employee, customer, supplier, shareholder or any other person or entity.
2.
DUTY TO REPORT ALL SUSPECTED VIOLATIONS.
Each Champion employee, officer and director must immediately report to Champions Director of Internal Audit, Champions General Counsel, and/or Champions President:
(i)
Any suspected violation of this Code by any person that has not been waived, including suspected conflicts of interest by any employee, officer or director of Champion;
(ii)
Any suspected violation of the law by Champion or its employees, officers or directors in the course of their employment or Champions business;
(iii)
Any suspected fraud, theft or other similar misconduct involving Champion or its employees, officers or directors;
(iv)
Any suspected Disclosure Deficiency (as defined in Section 8(b)); and
(v)
Any suspected violation of any other Champion policy or procedure.
Failure to immediately report any such conduct will itself be deemed a violation of this Code. Individuals reporting suspected violations involving themselves must follow the procedure for waivers set forth in Section 6 of this Code. Suspected violations by others must be reported as follows:
(1)
A phone call to Champions toll free 24/7 ethics hotline (1-800-326-0560) or to Champions Director of Internal Audit (248-340-7758) or Champions General Counsel (249-340-7717);
(2)
Via e-mail or letter addressed to Champions Director of Internal Audit (sjmichalak@championhomes.net) or Champions General Counsel (jcollins@championhomes.net); or
(3)
As a disclosure on Champions Ethics Certification or Champions quarterly certifications.
252889
|
Champion
As referenced in this Code of Business Conduct and Ethics:
Champion Enterprises, – Safeguarding Company Assets
17
14.
Requests for Additional Information
17
Page 1 of 17
CHAMPION CODE OF BUSINESS CONDUCT AND ETHICS
1.
OVERVIEW.
Champion Enterprises, Inc. and its subsidiaries/affiliates (together Champion) have recently revised their ethics and corporate guidance policies, which are contained in this Code
_____________
dt 95285
| |
| Full Doc
| 2007 |
Conference Call Transcript
Conference Call Transcript (42K)
Doc #3191970: This document is immediately available for purchase, but does not have a preview available for viewing.
3191970
| | |
Preview
Full Doc
| 2001 |
Consulting Agreement
Consulting Agreement (9K)
Doc #253010: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), is made and entered into as of
August ___, 2000, by and between Champion Enterprises, Inc, a Michigan
corporation (the "Corporation"), and Joseph H. Stegmayer ("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant is experienced in the financial matters of large, publicly
held companies and the business of the Corporation; and
WHEREAS, the Corporation desires to retain Consultant and has offered to engage
Consultant to render consulting and advisory services to the Corporation.
NOW, THEREFORE, in consideration of the premises, as well as for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the Corporation and Consultant agree as follows:
1. Services to be Performed. The Corporation engages Consultant to perform, and
Consultant hereby accepts such engagement and agrees to perform, services as a
consultant and advisor to the Corporation as may reasonably be requested by the
President of the Corporation from time to time.
2. Extent and Place of Services. During the term of this Agreement, Consultant
shall make available to the Corporation the benefit of his knowledge, experience
and advice on such matters, at such times and in such manner as shall be
requested by the President of the Corporation. Services to be performed by
Consultant pursuant to this Agreement shall be performed at such times and at
such places as shall reasonably be determined by the President of the
Corporation but shall not require relocation or extensive travel.
253010
|
Champion
As referenced in this Consulting Agreement:
Champion Enterprises, – 1
EXHIBIT 10
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), is made and entered into as of
August ___, 2000, by and between Champion Enterprises, Inc, a Michigan
corporation (the "Corporation"), and Joseph H. Stegmayer ("Consultant").
W I T N E S S E T H:
WHEREAS,
_____________
Champion Enterprises, – fax or sent by first class mail,
postage prepaid, to the address of the respective party set forth below:
If to the Corporation: Champion Enterprises, Inc
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326
Attn: Walter R. Young Fax: 248-340-9345
If to Consultant: Joseph
_____________
Champion Enterprises, – has been executed on behalf of the
Corporation and by Consultant as of the day and year first above written.
3
{PAGE} 4
Champion Enterprises, Inc.
A Michigan corporation
By: ________________________________
Walter R. Young, Jr.
Chairman, President and CEO
Consultant
____________________________________
Joseph H. Stegmayer
4
{/TEXT}
{/DOCUMENT}
_____________
dt 95374
| |
Preview
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| 2001 |
Consulting Agreement
Consulting Agreement (9K)
Doc #253019: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.36
{SEQUENCE}8
{FILENAME}k60964ex10-36.txt
{DESCRIPTION}CONSULTING AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.36
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), is made and entered into as of
September 5, 2000, by and between Champion Enterprises, Inc, a Michigan
corporation (the "Corporation"), and Joseph H. Stegmayer ("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant is experienced in the financial matters of large, publicly
held companies and the business of the Corporation; and
WHEREAS, the Corporation desires to retain Consultant and has offered to engage
Consultant to render consulting and advisory services to the Corporation.
NOW, THEREFORE, in consideration of the premises, as well as for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the Corporation and Consultant agree as follows:
1. Services to be Performed. The Corporation engages Consultant to perform, and
Consultant hereby accepts such engagement and agrees to perform, services as a
consultant and advisor to the Corporation as may reasonably be requested by the
President of the Corporation from time to time.
2. Extent and Place of Services. During the term of this Agreement, Consultant
shall make available to the Corporation the benefit of his knowledge, experience
and advice on such matters, at such times and in such manner as shall be
requested by the President of the Corporation. Services to be performed by
Consultant pursuant to this Agreement shall be performed at such times and at
such places as shall reasonably be determined by the President of the
Corporation but shall not require relocation or extensive travel.
3. Compensation and Expenses. As compensation for Consultant's services
hereunder, the Corporation shall pay to Consultant 75,000 shares of the common
stock of Corporation. The shares shall be transferred to Consultant on or
shortly after January 2, 2001 and Corporation will promptly undertake to
register the shares for federal securities laws purposes. Corporation shall
reimburse Consultant for reasonable out of pocket expenses incurred by
Consultant in connection with the performance of services pursuant to this
Agreement. Payments to Consultant under this Agreement shall not be subject to
withholding taxes unless required by law. Consultant shall be responsible for
any income, employment, self-employment or similar taxes due and owing as a
result of payments under this Agreement.
4. Term. This Agreement shall commence on the date of conclusion of employment
and shall continue in full force and effect until December 31, 2000.
1
{PAGE} 2
5. Independent Contractor Status. In the performance of services under this
Agreement, Consultant is an independent contractor. Nothing in this Agreement
shall either constitute, or be deemed to constitute, Consultant to be an
employee, officer, agent, partner, principal, or joint venturer of the
Corporation for any purpose whatsoever, or give rise to a relationship between
Consultant and the Corporation other than one of independent contractor to the
Corporation. In any action on behalf of the Corporation Consultant shall
represent himself only as an independent contractor.
6. Proprietary Information and Confidentiality. Consultant hereby agrees to keep
in strict confidence all Confidential Information of which he becomes aware
during the term of this Agreement. Consultant shall not use the Confidential
Information for any purpose except as necessary for performance under this
Agreement. Consultant shall not in any manner, either directly or indirectly,
divulge, disclose or communicate to any person or entity the Confidential
Information. The term "Confidential Information" shall have the meaning ascribed
to that term in the Employment Agreements, as defined in the Agreement and
General Release executed today by and between the parties.
7. Enforcement. (a) In the event that either party breaches any of its duties or
obligations under this Agreement, the other party may, at its sole option, (i)
terminate this Agreement by giving written notice of termination to the other
whereupon the nonbreaching party shall be released and discharged of all
liabilities, duties and obligations hereunder whatsoever; (ii) sue for specific
performance of the duties and obligations hereunder; (iii) seek injunctive
relief to prevent activities prohibited hereby; and/or (iv) exercise any other
right or remedy available at law, in equity or otherwise. The parties
acknowledge and agree that the injury from the breach of certain provisions of
this Agreement will be incalculable and irremediable and that it will be
extremely difficult, if not impossible, to accurately measure the damage from
any such breach. Accordingly, the parties agree that upon any breach of this
Agreement remedies at law may be inadequate. The parties further agree that the
nonbreaching party shall be entitled, in addition to any other rights or
remedies available to it, as a matter of right, to institute legal proceedings
in any court of competent jurisdiction and seek equitable and legal relief.
(b) No failure by a party to exercise any right, power or remedy
hereunder or under applicable law shall affect such right, power or remedy, nor
shall any single or partial exercise thereof preclude any further exercise
thereof or the exercise of any other right, power or remedy hereunder or under
applicable law. The rights and remedies of the parties are cumulative to all
rights and remedies under applicable law.
8. Notices. Any notice, report or other statement required or permitted to be
given under this Agreement shall be deemed to have been given and received for
all purposes if personally delivered, sent by fax or sent by first class mail,
postage prepaid, to the address of the respective party set forth below:
If to the Corporation: Champion Enterprises, Inc
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326
Attn: Walter R. Young Fax: 248-340-9345
If to Consultant: Joseph H. Stegmayer
2
{PAGE} 3
2023 Hickory Trail
Rochester Hills, MI 48309
9. Applicable Law. This Agreement shall be governed by Michigan law.
10. Integration. This writing constitutes the entire agreement between the
parties and shall supersede all previous or contemporaneous negotiation,
commitments, agreements, understandings and writing with respect to the matters
set forth herein.
11. Modification. This Agreement shall be amended, modified or restated only by
a writing indicating on its face that it is an amendment, modification or
restatement of this Agreement and signed by each party.
12. Successors and Assigns. This Agreement shall inure to the benefit of and
shall be binding upon the Corporation and its successors. The duties,
obligations, powers and responsibilities of Consultant under this Agreement are
personal unto Consultant and shall not be assigned or otherwise transferred.
13. Headings; Severability. The section headings herein are included solely for
convenience and shall in no event affect, or be used in connection with, the
interpretation of the Agreement. Each section and subsection of this Agreement
shall be treated as severable. If any section or subsection shall be found
illegal, invalid or unenforceable, this Agreement shall be interpreted, and
253019
|
Champion
As referenced in this Consulting Agreement:
Champion Enterprises, – EXHIBIT 10.36
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), is made and entered into as of
September 5, 2000, by and between Champion Enterprises, Inc, a Michigan
corporation (the "Corporation"), and Joseph H. Stegmayer ("Consultant").
W I T N E S S E T H:
WHEREAS,
_____________
Champion Enterprises, – fax or sent by first class mail,
postage prepaid, to the address of the respective party set forth below:
If to the Corporation: Champion Enterprises, Inc
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326
Attn: Walter R. Young Fax: 248-340-9345
If to Consultant: Joseph
_____________
Champion Enterprises, – WHEREOF, this Agreement has been executed on behalf of the
Corporation and by Consultant as of the day and year first above written.
Champion Enterprises, Inc.
A Michigan corporation
By: _____________________________
Walter R. Young, Jr.
Chairman, President and CEO
Consultant
_________________________________
Joseph H. Stegmayer
4
{/TEXT}
{/DOCUMENT}
_____________
dt 95383
;
| Joseph H. Stegmayer
|
Preview
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| 2001 |
Convertible Promissory Note
Convertible Promissory Note (15K)
Doc #253002: Click preview link for longer preview.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR IN AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO MAKER, AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH OFFER, SALE
OR TRANSFER, PLEDGE OR HYPOTHECATION.
CONVERTIBLE PROMISSORY NOTE
$ June , 2001
---------------- ---
FOR VALUE RECEIVED, CHAMPION ENTERPRISES, INC., a Michigan corporation
("Maker"), promises to pay to ("Holder") the sum of
DOLLARS ($________) in lawful money of the United States.
1. Payments. This Note is payable in cash in thirteen (13) installments in the
amounts and on the dates shown on the payment schedule attached to this Note as
Exhibit A.
2. Conversion. If Maker determines that it will not make any payment in cash as
provided in Section 1 of this Note, Maker shall so notify Holder in writing at
least five (5) days prior to such payment date. Upon such written notice, the
respective payment shall be converted into shares of Maker common stock
("Convertible Common Stock"). In such event, Holder will receive that number of
shares of Convertible Common Stock equal to the quotient of:
(i) the amount of the payment due, divided by
(ii) the weighted average trading price per share of Maker's
Common Stock as quoted on the New York Stock Exchange, for all
transactions during the twenty (20) trading days ending on (and
inclusive of) the business day which is five (5) calendar days
immediately prior to the respective payment date (the "Conversion
Price").
No certificates or script representing less than one share of Convertible Common
Stock shall be issued by Maker. In lieu of any such fractional share, Holder
shall be paid an amount in cash (without interest) determined by multiplying (i)
the Conversion Price by (ii) the fractional interest of Convertible Common Stock
to which Holder would otherwise be entitled.
3. Prepayment. This Note may be prepaid, in whole or in part, at any time prior
to January 3, 2005, without penalty to the Maker. Prepayments under this Section
3 shall be made only in cash.
253002
|
Champion
As referenced in this Convertible Promissory Note:
CHAMPION ENTERPRISES, – REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH OFFER, SALE
OR TRANSFER, PLEDGE OR HYPOTHECATION.
CONVERTIBLE PROMISSORY NOTE
$ June , 2001
---------------- ---
FOR VALUE RECEIVED, CHAMPION ENTERPRISES, INC., a Michigan corporation
("Maker"), promises to pay to ("Holder") the sum of
DOLLARS ($________) in lawful money of the United States.
_____________
Champion Enterprises, – or facsimile number of a party as
shall have been specified to the other party by notice):
(a) if to the Maker, to:
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326-2566
Attention: President
Facsimile No. (248) 340-9345
(b) if to the
_____________
CHAMPION ENTERPRISES, – interpretation of this Note.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
as of the date above set forth.
CHAMPION ENTERPRISES, INC., a Michigan corporation
By:
---------------------------------------
Its:
---------------------------------------
Accepted and agreed to by:
----------------------------------------------
[name]
{PAGE} 6
EXHIBIT A
Payment Schedule
{TABLE}
{CAPTION}
------------------------------------- -----------------------------------
Payment Date
_____________
dt 95367
;
|
PNC Bank
As referenced in this Convertible Promissory Note:
PNC Bank, – not violate or constitute a default
under (i) the Credit Agreement, dated as of May 5, 1998, as amended, by and
among Maker, PNC Bank, National Association, as Administrative Agent, and the
other banks and guarantors named therein, or (ii) any other material financing
agreement for borrowed
_____________
dt 114337
|
Preview
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| 2001 |
Credit Agreement [Amendment No. 8]
Credit Agreement [Amendment No. 8] (37K)
Doc #252995: Click preview link for longer preview.
AMENDMENT NO. 8 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT (the "Amendment")
dated as of September 27, 2001, by and among Champion Enterprises, Inc., a
Michigan corporation, (the "Borrower"), each of the Guarantors (as defined in
the Credit Agreement which is hereinafter defined), the Banks (as defined in the
Credit Agreement), Bank One, Michigan, successor to NBD Bank, in the capacity as
Administrative Agent and Syndication Agent, Comerica Bank, in the capacity 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.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of May 5, 1998, as amended, (the "Credit Agreement"),
pursuant to which the Banks provide a $90,000,000 revolving credit facility to
the Borrower; and
WHEREAS, the Borrower, the Banks and the Agent desire to 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 hereby amended.
2. Amendment of Credit Agreement.
A. Section 7.1.13 of the Credit Agreement is hereby amended
and restated as follows:
"The Borrower and the Guarantors shall continue to maintain
at all times Floor Plan Financing Availability of not less than $60,000,000 on
terms and conditions satisfactory to the Agent."
{PAGE}
B. Section 7.1.15 of the Credit Agreement is hereby
amended and restated as follows:
"7.1.15 Landlord's Waiver.
On or before March 31, 2001, the Loan Parties shall
have delivered an executed Landlord's Waiver in substantially the form of
Exhibit 7.1.15, or in such other form satisfactory to the Agent, from the lessor
for each leased Collateral location where the Guarantors conduct manufacturing
operations, as listed on Schedule A to the Security Agreement, other than the
lessors of the Oneida, New York and Maricopa County, Arizona facilities."
C. Section 7.2.1(iv) of the Credit Agreement is hereby
amended and restated as follows:
"(iv) Indebtedness of the Loan Parties and their
Subsidiaries for financing, the proceeds of which are used for (a) capital
expenditures or in connection with capital leases made in the ordinary course of
business, which Indebtedness is secured by Purchase Money Security Interests or
mortgage Liens or (b) financing loans originated by any Loan Party or Subsidiary
thereof which is a Retail Finance Company prior to the sale of such loans to a
Person which is not an Affiliate of the Borrower; provided that the aggregate
amount of all such Indebtedness at any one time outstanding shall not exceed the
amount of $20,000,000."
D. Section 7.2.1(x) of the Credit Agreement is hereby
amended and restated as follows:
"(x) Surety or performance bonds given by a Loan
Party or Subsidiary thereof in the ordinary course of business in an amount not
to exceed $80,000,000 in the aggregate."
E. Section 7.2.3 of the Credit Agreement is hereby
amended by inserting clause (iv) immediately following clause (iii) as follows:
"and (iv) Guaranties by the Borrower of Indebtedness
permitted under Section 7.2.1 of any of the Guarantors which are wholly-owned
Subsidiaries of the Borrower."
F. Section 7.2.4(iv) of the Credit Agreement is hereby
amended and restated as follows:
"(iv) loans, advances and investments in wholly-owned
Subsidiaries of the Borrower which are Guarantors; provided, however, that
loans, advances or investments in Subsidiaries which constitute Retail Finance
Companies shall not exceed $20,000,000 in the aggregate at any one time
outstanding."
- 2 -
{PAGE}
G. Section 7.2.14 of the Credit Agreement is hereby
amended and restated as follows:
"7.2.14 Minimum Consolidated Cash Flow from
Operations.
The Loan Parties shall not permit the Consolidated
Cash Flow from Operations, as calculated at the end of each fiscal month of the
Borrower for the six (6) months then ended, to be less than the amounts set
forth below for the periods set forth below:
- 3 -
{PAGE}
August, 2001 $24,000,000
September, 2001 $35,000,000
October, 2001 $37,000,000
November, 2001 $30,000,000
December, 2001 $18,000,000
January, 2002 $ 7,000,000
February, 2002 $ 0
March, 2002 -$ 6,000,000
April, 2002 -$ 5,000,000
May, 2002 -$ 2,000,000
June, 2002 $ 7,000,000
July, 2002 $17,000,000
August, 2002 $25,000,000
September, 2002 $32,000,000
October, 2002 $36,000,000
November, 2002 $36,000,000
December, 2002 $31,000,000
January, 2003 $26,000,000
February, 2003 $21,000,000
March, 2003 $20,000,000
April, 2003
and thereafter $22,000,000."
H. Part 1 of Schedule 1.1(B) of the Credit Agreement is
amended and restated as set forth on Part 1 of Schedule 1.1(B) attached hereto.
I. Paragraph 2 of Exhibit 7.3.4 of the Credit Agreement
is hereby amended to be consistent with Section G of this Amendment.
3. Amendment Fee.
The Borrower shall pay to the Agent, for the benefit of the approving
Banks, an amendment fee in an amount equal to one fourth of one percent (1/4%)
of the aggregate Revolving Credit Commitments of the Banks which have executed
and delivered this Amendment on or before 5:00 p.m., on September 27, 2001
(Eastern time), such fee to be allocated to such approving Banks in accordance
with their respective Ratable Share.
4. Conditions of Effectiveness of Amendment. The effectiveness
of this Amendment is expressly conditioned upon satisfaction of each of the
following conditions precedent:
A. The representations and warranties of the Borrower
contained in Article V 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
252995
|
Champion
As referenced in this Credit Agreement [Amendment No. 8]:
Champion Enterprises, – NO. 8 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT (the "Amendment")
dated as of September 27, 2001, by and among Champion Enterprises, Inc., a
Michigan corporation, (the "Borrower"), each of the Guarantors (as defined in
the Credit Agreement which is hereinafter defined), the Banks (
_____________
CHAMPION ENTERPRISES, – the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment as of the day and year first above
written.
[BORROWER]
CHAMPION ENTERPRISES, INC.
By: /s/ John J. Collins, Jr.
--------------------------------
Name: John J. Collins, Jr.
------------------------------
Title: Senior Vice President [Seal]
-----------------------------
[GUARANTORS]
EACH GUARANTOR LISTED ON
_____________
dt 95362
;
Champion Home
As referenced in this Credit Agreement [Amendment No. 8]:
CHAMPION HOME BUILDERS – A Kansas corporation
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi corporation
CHAMPION FINANCIAL CORPORATION, a Michigan corporation
CHAMPION GP, INC., a Michigan corporation
CHAMPION HOME BUILDERS CO., a Michigan corporation
CHAMPION HOME COMMUNITIES, INC., a Michigan corporation
CHAMPION MOTOR COACH, INC., a Michigan corporation
CHAMPION RETAIL, INC., a Michigan
_____________
dt 94435
;
HomePride
As referenced in this Credit Agreement [Amendment No. 8]:
HOMEPRIDE FINANCE CORP – authorized to execute documents on behalf
of limited partnership)
GRAND MANOR, INC., a Michigan corporation
HEARTLAND HOMES, L.P., a Texas limited partnership
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,
_____________
dt 94205
;
|
BofA
As referenced in this Credit Agreement [Amendment No. 8]:
Bank of America, – and Syndication Agent, Comerica Bank, in the capacity 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.
W I T N E S S E T H:
WHEREAS, the
_____________
BANK OF AMERICA, – NO. 8]
KEYBANK NATIONAL ASSOCIATION,
individually and as Co-Agent
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
{PAGE}
[SIGNATURE PAGE 8 OF 14 TO AMENDMENT NO. 8]
BANK OF AMERICA, N.A., individually
and as Co-Agent
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
{PAGE}
[SIGNATURE PAGE 9 OF 14 TO AMENDMENT NO. 8]
WACHOVIA BANK,
_____________
Bank of America, – Public Square
Cleveland, OH 44114-1306
Attention: Nadine Eames
Telephone: (216) 689-4370 $5,769,225 7.6923%
Telecopy: (216) 689-8468
NAME: Bank of America, N.A.
ADDRESS: 231 South LaSalle Street, 9th Floor
Chicago, IL 60697
Attention: William A. Uruba
Telephone: (312) 923-6190
Telecopy: (312)
_____________
dt 95035
;
Nova Scotia
As referenced in this Credit Agreement [Amendment No. 8]:
BANK OF NOVA SCOTIA
– 8]
THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
{PAGE}
[SIGNATURE PAGE 12 OF 14 TO AMENDMENT NO. 8]
THE BANK OF NOVA SCOTIA
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
{PAGE}
[SIGNATURE PAGE 13 OF 14 TO AMENDMENT NO. 8]
HIBERNIA NATIONAL BANK
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
{PAGE}
[SIGNATURE PAGE
_____________
Bank of Nova Scotia
– Road
Farmington Hills, MI 48334
Attention: Daniel Forhan
Telephone: (248) 473-4336
Telecopy: (248) 473-3220 $4,153,875 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 $
_____________
dt 97147
;
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| 2001 |
Credit Agreement [Amendment No. 9]
Credit Agreement [Amendment No. 9] (27K)
Doc #252996: Click preview link for longer preview.
AMENDMENT NO. 9 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT (the "Amendment")
dated as of October 15, 2001, by and among Champion Enterprises, Inc., a
Michigan corporation, (the "Borrower"), each of the Guarantors (as defined in
the Credit Agreement which is hereinafter defined), the Banks (as defined in the
Credit Agreement), Bank One, Michigan, successor to NBD Bank, in the capacity as
Administrative Agent and Syndication Agent, Comerica Bank, in the capacity 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.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of May 5, 1998, as amended, (the "Credit Agreement"),
pursuant to which the Banks provide a $75,000,000 revolving credit facility to
the Borrower; and
WHEREAS, the Borrower, the Banks and the Agent desire to 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 hereby amended.
2. Amendment of Credit Agreement.
The following definitions set forth in Section 1.1 of the
Credit Agreement are hereby amended and restated as follows:
"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, and, without duplication,
Approved Non-Cash Charges and Plant Closing Charges, plus one-time charges not
in excess of $4,000,000 taken by the Borrower and its Subsidiaries during the
period from September 1 through December 31, 2001, which are related to losses
on the loan portfolio of Homepride Finance Corp., minus (ii) noncash credits to
net
{PAGE}
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.
Retail Finance Companies shall mean collectively, and
Retail Finance Company shall mean separately, a Person, other than an
individual, primarily engaged in the business of making loans to retail
purchasers of manufactured housing products subject to the underwriting
standards of purchasers of such types of loans, provided that the loans which
are held by Retail Finance Companies which are Subsidiaries of the Borrower and
which are in excess of sixty (60) days past the due date for such loans shall
not at any time exceed (i) during the period from October 15, 2001, through
December 30, 2001, $9,000,000 and (ii) during the period from and after December
31, 2001, $5,000,000."
3. Waiver.
The Banks hereby waive compliance by the Loans Parties (i) with respect
to the covenant set forth in Section 7.2.4(iv) to the extent that the loans,
advances and investments of the Loan Parties and their Subsidiaries in
Subsidiaries which are Retail Finance Companies exceeded five percent (5%) of
Consolidated Net Worth at any time prior to September 27, 2001, and (ii) to the
extent that the loans which are held by Retail Finance Companies which are
Subsidiaries of the Borrower and which are in excess of sixty (60) days past the
due date for such loans exceeded $5,000,000 at any time prior to October 15,
2001. The foregoing waivers are limited to the specific covenants and periods
set forth in the preceding sentence and do not constitute an agreement by the
Banks to waive any other covenants or to waive such covenants for any other
periods.
4. Amendment Fee.
The Borrower shall pay to the Agent, for the benefit of the approving
Banks, an amendment fee in an amount equal to twenty (20) basis points of the
aggregate Revolving Credit Commitments of the Banks which have executed and
delivered this Amendment on or before 4:00 p.m. Eastern Standard Time, on
October 15, 2001, such fee to be allocated to such approving Banks in accordance
with their respective Ratable Share.
5. Conditions of Effectiveness of Amendment.
The effectiveness of this Amendment is expressly conditioned upon
satisfaction of each of the following conditions precedent:
A. The representations and warranties of the Borrower
contained in Article V 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), and the Borrower and the Guarantors shall have performed
and complied with all covenants and conditions under the Loan Documents and
252996
|
Champion
As referenced in this Credit Agreement [Amendment No. 9]:
Champion Enterprises, – NO. 9 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT (the "Amendment")
dated as of October 15, 2001, by and among Champion Enterprises, Inc., a
Michigan corporation, (the "Borrower"), each of the Guarantors (as defined in
the Credit Agreement which is hereinafter defined), the Banks (
_____________
CHAMPION ENTERPRISES, – the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment as of the day and year first above
written.
[BORROWER]
CHAMPION ENTERPRISES, INC.
By:
----------------------------------
Name:
--------------------------------
Title: [Seal]
-------------------------
[GUARANTORS]
EACH GUARANTOR LISTED ON
SCHEDULE 1 HERETO
By:
----------------------------------
Name:
--------------------------------
Title: [Seal]
-------------------------
of each Guarantor listed on
_____________
dt 95363
;
Champion Home
As referenced in this Credit Agreement [Amendment No. 9]:
CHAMPION HOME BUILDERS – A Kansas corporation
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi corporation
CHAMPION FINANCIAL CORPORATION, a Michigan corporation
CHAMPION GP, INC., a Michigan corporation
CHAMPION HOME BUILDERS CO., a Michigan corporation
CHAMPION HOME COMMUNITIES, INC., a Michigan corporation
CHAMPION MOTOR COACH, INC., a Michigan corporation
CHAMPION RETAIL, INC., a Michigan
_____________
dt 94436
;
HomePride
As referenced in this Credit Agreement [Amendment No. 9]:
Homepride Finance Corp – and its Subsidiaries during the
period from September 1 through December 31, 2001, which are related to losses
on the loan portfolio of Homepride Finance Corp ., minus (ii) noncash credits to
net
{PAGE}
income and gains on the disposition of assets to the extent included in net
income
_____________
HOMEPRIDE FINANCE CORP – authorized to execute documents on behalf
of limited partnership)
GRAND MANOR, INC., a Michigan corporation
HEARTLAND HOMES, L.P., a Texas limited partnership
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,
_____________
dt 94206
;
|
BofA
As referenced in this Credit Agreement [Amendment No. 9]:
Bank of America, – and Syndication Agent, Comerica Bank, in the capacity 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.
W I T N E S S E T H:
WHEREAS, the
_____________
BANK OF AMERICA, – NO. 9]
KEYBANK NATIONAL ASSOCIATION,
individually and as Co-Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
{PAGE}
[SIGNATURE PAGE 8 OF 14 TO AMENDMENT NO. 9]
BANK OF AMERICA, N.A., individually
and as Co-Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
{PAGE}
[SIGNATURE PAGE 9 OF 14 TO AMENDMENT NO. 9]
WACHOVIA BANK,
_____________
dt 95036
;
Nova Scotia
As referenced in this Credit Agreement [Amendment No. 9]:
BANK OF NOVA SCOTIA
– 9]
THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
{PAGE}
[SIGNATURE PAGE 12 OF 14 TO AMENDMENT NO. 9]
THE BANK OF NOVA SCOTIA
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
{PAGE}
[SIGNATURE PAGE 13 OF 14 TO AMENDMENT NO. 9]
HIBERNIA NATIONAL BANK
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
{PAGE}
[SIGNATURE PAGE
_____________
dt 97148
;
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Full Doc
| 2001 |
Credit Agreement
Credit Agreement (282K)
Doc #253013: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}2
{FILENAME}k60964ex10-3.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.3
CREDIT AGREEMENT
by and among
CHAMPION ENTERPRISES, INC.,
THE GUARANTORS PARTY HERETO,
THE BANKS PARTY HERETO,
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent,
BANK ONE CAPITAL MARKETS, INC., as Syndication Agent,
COMERICA BANK, as Documentation Agent
and
NATIONAL CITY BANK,
KEYBANK NATIONAL ASSOCIATION,
BANK OF AMERICA, N.A.
and
WACHOVIA BANK, N.A., as Co-Agents
Dated as of May 5, 1998,
as amended by Amendment No. 1 to Credit Agreement,
dated as of December 18, 1998,
as amended by Amendment No. 2 to Credit Agreement, dated as of March 31, 1999,
as amended by Amendment No. 3 to Credit Agreement, dated as of July 1, 1999,
as amended by Amendment No. 4 to Credit Agreement,
dated as of February 14, 2000,
as amended by Amendment No. 5 to Credit Agreement, dated as of June 15, 2000,
and
as amended by Amendment No. 6 to Credit Agreement dated as of November 20, 2000
{PAGE} 2
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of May 5, 1998 and is made by and
among CHAMPION ENTERPRISES, INC., a Michigan corporation (the "Borrower"), each
of the Guarantors (as hereinafter defined), the BANKS (as hereinafter defined),
PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the
Banks under this Agreement (hereinafter referred to in such capacity as the
"Agent"), BANK ONE CAPITAL MARKETS, INC., 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.
WITNESSETH:
WHEREAS, the Borrower has requested the Banks to provide a revolving
credit facility to the Borrower in an aggregate principal amount not to exceed
$90,000,000; and
WHEREAS, the revolving credit facility shall be used to finance the
Borrower's and the Guarantors' purchase of raw materials and other materials
used in the manufacturing of their inventory and for the reimbursement of the
Borrower and the Guarantors for amounts they have paid for the purchase of raw
materials and other materials used in the manufacturing of their inventory which
were made within three hundred sixty (360) days prior to the applicable
Revolving Credit Loan and for the issuance of letters of credit which support
certain corporate purposes as described herein; and
WHEREAS, the Banks are willing to provide such credit upon the terms
and conditions hereinafter set forth;
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. CERTAIN DEFINITIONS
1.1 Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Account shall mean any account, contract right, general intangible,
chattel paper, instrument or document representing any right to payment for
goods sold or services rendered, whether or not earned by performance and
whether or not evidenced by a contract, instrument or document, which is now
owned or hereafter acquired by the Loan Parties. All
-2-
{PAGE} 3
Accounts, whether Qualified Accounts or not, shall be subject to the Banks'
Prior Security Interest.
Account Debtor shall mean any Person who is or who may become obligated
to the Borrower under, with respect to, or on account of, an Account.
Affiliate as to any Person shall mean any other Person (i) which
directly or indirectly controls, is controlled by or is under common control
with such Person, (ii) which beneficially owns or holds 5% or more of any class
of the voting or other equity interests of such Person, or (iii) 5% or more of
any class of voting interests or other equity interests of which is beneficially
owned or held, directly or indirectly, by such Person. "Control," as used in
this definition, shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise,
253013
|
Champion
As referenced in this Credit Agreement:
CHAMPION ENTERPRISES, – EX-10.3
{SEQUENCE}2
{FILENAME}k60964ex10-3.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.3
CREDIT AGREEMENT
by and among
CHAMPION ENTERPRISES, INC.,
THE GUARANTORS PARTY HERETO,
THE BANKS PARTY HERETO,
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent,
BANK ONE CAPITAL MARKETS, INC., as
_____________
CHAMPION ENTERPRISES, – November 20, 2000
{PAGE} 2
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of May 5, 1998 and is made by and
among CHAMPION ENTERPRISES, INC., a Michigan corporation (the "Borrower"), each
of the Guarantors (as hereinafter defined), the BANKS (as hereinafter defined),
PNC BANK, NATIONAL ASSOCIATION,
_____________
Champion Enterprises, – nor a
Multiemployer Plan and which is maintained, sponsored or otherwise contributed
to by any member of the ERISA Group.
Borrower shall mean Champion Enterprises, Inc., a corporation organized
and existing under the laws of the State of Michigan.
Borrowing Base shall mean at any time the
_____________
CHAMPION ENTERPRISES, – Association
Address: One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222
Attention: Louis Cestello
Telephone: (412) 762-8239
Telecopy: (412) 762-7353
BORROWER:
CHAMPION ENTERPRISES, INC., a Michigan corporation
Address: 2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326
Attention: Treasurer
With a copy to: John J.
_____________
dt 95377
;
Champion Home
As referenced in this Credit Agreement:
CHAMPION HOME BUILDERS – A Kansas corporation
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi corporation
CHAMPION FINANCIAL CORPORATION, a Michigan corporation
CHAMPION GP, INC., a Michigan corporation
CHAMPION HOME BUILDERS CO., a Michigan corporation
CHAMPION HOME COMMUNITIES, INC., a Michigan corporation
CHAMPION MOTOR COACH, INC., a Michigan corporation
CHAMPION RETAIL, INC., a Michigan
_____________
dt 94437
;
HomePride
As referenced in this Credit Agreement:
HOMEPRIDE FINANCE CORP – Delaware corporation
GENESIS HOME CENTERS, LIMITED PARTNERSHIP, a Michigan limited partnership
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,
_____________
dt 94207
;
|
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – to inure to such Person
in relation to liabilities.
Standard & Poor's shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc ., and its successors.
Standby Letter of Credit shall mean a Letter of Credit issued to
support obligations of one or more of
_____________
dt 311586
;
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, – as Administrative Agent,
BANK ONE CAPITAL MARKETS, INC., as Syndication Agent,
COMERICA BANK, as Documentation Agent
and
NATIONAL CITY BANK,
KEYBANK NATIONAL ASSOCIATION,
BANK OF AMERICA, N.A.
and
WACHOVIA BANK, N.A., as Co-Agents
Dated as of May 5, 1998,
as amended by Amendment No. 1
_____________
BANK OF AMERICA, – CAPITAL MARKETS, INC., 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.
WITNESSETH:
WHEREAS, the Borrower has requested the Banks to provide a revolving
_____________
Bank of America, – Public Square
Cleveland, OH 44114-1306
Attention: Nadine Eames
Telephone: (216) 689-4370 $6,923,077 7.6923%
Telecopy: (216) 689-4981
NAME: Bank of America, N.A.
ADDRESS: 231 South LaSalle Street, 9th Floor
Chicago, IL 60697
Attention: William A. Uruba
Telephone: (312) 923-6190
Telecopy: (312)
_____________
dt 95037
;
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| 2001 |
Credit Agreement [Amendment No. 7]
Credit Agreement [Amendment No. 7] (41K)
Doc #253014: Click preview link for longer preview.
AMENDMENT NO. 7 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT (the "Amendment") dated
as of February 13, 2001, by and among Champion Enterprises, Inc., a Michigan
corporation, (the "Borrower"), each of the Guarantors (as defined in the Credit
Agreement which is hereinafter defined), the Banks (as defined in the Credit
Agreement), PNC Bank, National Association, in the capacity as Agent, Bank One,
Michigan, successor to NBD Bank, in the capacity as Syndication Agent, Comerica
Bank, in the capacity 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.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of May 5, 1998, as amended, (the "Credit Agreement"),
pursuant to which the Banks provide a $90,000,000 revolving credit facility to
the Borrower; and
WHEREAS, the Borrower, the Banks and the Agent desire to 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 hereby amended.
2. Amendment of Credit Agreement.
A. Section 1.1 [Definitions] of the Credit Agreement is hereby amended
by deleting the definitions of "Base Rate", "Borrowing Base", "Business Day",
"Consolidated Cash Flow from Operations", "Consolidated Net Worth", "Federal
Funds Effective Rate" and "Principal Office in their entirety and inserting in
lieu thereof the following:
"Base Rate shall mean the greater of (i) the interest rate per
annum equal to the prime rate of interest announced from time to time by Bank
One, Michigan or its parent (which is not necessarily the lowest rate charged to
any customer), changing when and as said prime rate changes), or (ii) the
Federal Funds Effective Rate plus 1/2% per annum."
"Borrowing Base shall mean at any time the sum of (i) 85% of
Qualified Accounts ("Accounts Portion"), plus (ii) 65% of Qualified Inventory
("Inventory Portion"). Effective on January 1, 2002 and thereafter, the percent
of Qualified Inventory included in the Borrowing Base shall be reduced to 50%.
Effective on January 1, 2003 and thereafter, the percent of Qualified
{PAGE} 2
Accounts included in the Borrowing Base shall be reduced to 80%. From time to
time in the exercise of the Agent's reasonable discretion based upon changes
which the Agent deems to be appropriate as a result of the collateral audits
which may be performed from time to time pursuant to Section 7.1.6 of this
Agreement, the Agent may (i) decrease the foregoing advance rates and (ii)
establish reserves with respect to the Borrowing Base. The Borrower consents to
any such decreases and reserves and acknowledges that decreasing the advance
rates or establishing reserves may limit or restrict Revolving Credit Loans and
the issuance of Letters of Credit requested by the Borrower. The Agent shall
give the Borrower five (5) days prior written notice of its intention to
decrease any advance rate or establish any reserve as provided for above."
"Business Day shall mean any day other than a Saturday or Sunday
or a legal holiday on which commercial banks are authorized or required to be
closed for business in Detroit, Michigan."
"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, and, without duplication, Approved
Non-Cash Charges and Plant Closing Charges, 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."
"Consolidated Net Worth shall mean as of any date of determination
total stockholders' equity of the Borrower and its Subsidiaries as of such date
determined and consolidated in accordance with GAAP."
"Federal Funds Effective Rate shall mean, for any day, an interest
rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers on such day, as published for such day (of if such day is
not a Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations at approximately 10:00 a.m.
(Chicago time) on such day on such transactions received by the Agent from three
federal funds brokers of recognized standing selected by the Agent in its sole
discretion."
Principal Office shall mean the main banking office of the Agent
in Detroit, Michigan."
B. Section 1.1 [Definitions] of the Credit Agreement is hereby amended
by the insertion of the following new definition in alphabetical order:
"Plant Closing Charges shall mean charges to net income of the
Borrower and its Subsidiaries, determined and consolidated in accordance with
GAAP, attributable to the closing of facilities of the Borrower and its
Subsidiaries from and after February 13, 2001, provided however, it is expressly
agreed that such charges shall not exceed $10,000,000 in the aggregate."
C. Section 7.1.15 of the Credit Agreement is hereby amended and
restated as follows:
-2-
{PAGE} 3
"7.1.15 Landlord's Waiver.
On or before March 31, 2001, the Loan Parties shall have delivered
an executed Landlord's Waiver in substantially the form of Exhibit 7.1.15, or in
such other form satisfactory to the Agent, from the lessor for each leased
Collateral location where the Guarantors conduct manufacturing operations, as
listed on Schedule A to the Security Agreement."
D. Section 7.1.16 of the Credit Agreement is hereby amended and
253014
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Champion
As referenced in this Credit Agreement [Amendment No. 7]:
Champion Enterprises, – NO. 7 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT (the "Amendment") dated
as of February 13, 2001, by and among Champion Enterprises, Inc., a Michigan
corporation, (the "Borrower"), each of the Guarantors (as defined in the Credit
Agreement which is hereinafter defined), the Banks (
_____________
CHAMPION ENTERPRISES, – the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
[BORROWER]
CHAMPION ENTERPRISES, INC.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------[Seal]
[GUARANTORS]
EACH GUARANTOR LISTED ON SCHEDULE 1
HERETO
By:
----------------------------------
--------------------------------
Title:
-------------------------[Seal]
of each Guarantor listed on
Schedule
_____________
dt 95378
;
Champion Home
As referenced in this Credit Agreement [Amendment No. 7]:
CHAMPION HOME BUILDERS – A Kansas corporation
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi corporation
CHAMPION FINANCIAL CORPORATION, a Michigan corporation
CHAMPION GP, INC., a Michigan corporation
CHAMPION HOME BUILDERS CO., a Michigan corporation
CHAMPION HOME COMMUNITIES, INC., a Michigan corporation
CHAMPION MOTOR COACH, INC., a Michigan corporation
CHAMPION RETAIL, INC., a Michigan
_____________
dt 94438
;
HomePride
As referenced in this Credit Agreement [Amendment No. 7]:
HOMEPRIDE FINANCE CORP – execute documents on behalf
of limited partnership)
GRAND MANOR, INC., a Michigan corporation
{PAGE} 25
HEARTLAND HOMES, L.P., a Texas limited partnership
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,
_____________
dt 94208
;
|
BofA
As referenced in this Credit Agreement [Amendment No. 7]:
Bank of America, – as Syndication Agent, Comerica
Bank, in the capacity 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.
W I T N E S S E T H:
WHEREAS, the
_____________
BANK OF AMERICA, – 7]
KEYBANK NATIONAL ASSOCIATION,
individually and as Co-Agent
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
{PAGE} 16
[SIGNATURE PAGE 8 OF 15 TO AMENDMENT NO. 7]
BANK OF AMERICA, N.A., individually
and as Co-Agent
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
{PAGE} 17
[SIGNATURE PAGE 9 OF 15 TO AMENDMENT NO. 7]
WACHOVIA
_____________
dt 95038
;
BNY
As referenced in this Credit Agreement [Amendment No. 7]:
Bank of New York, – published for such day (of if such day is
not a Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations at
_____________
dt 95174
;
More... |
Preview
Full Doc
| 2000 |
Credit Agreement [Amendment No. 5]
Credit Agreement [Amendment No. 5] (62K)
Doc #253039: Click preview link for longer preview.
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
-2-
{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
253039
|
Champion
As referenced in this Credit Agreement [Amendment No. 5]:
CHAMPION ENTERPRISES, – 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
_____________
CHAMPION ENTERPRISES, – 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:
_____________
CHAMPION ENTERPRISES, – 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
_____________
Champion Enterprises, – 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
_____________
dt 95397
;
Champion Home
As referenced in this Credit Agreement [Amendment No. 5]:
CHAMPION HOME BUILDERS – 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
_____________
CHAMPION HOME BUILDERS – 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
_____________
dt 94441
;
HomePride
As referenced in this Credit Agreement [Amendment No. 5]:
HOMEPRIDE FINANCE CORP – 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,
_____________
HOMEPRIDE FINANCE CORP – 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,
_____________
dt 94211
;
|
BofA
As referenced in this Credit Agreement [Amendment No. 5]:
BANK OF AMERICA, – 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
_____________
BANK OF AMERICA, – 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:
_____________
Bank of America, – 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: (
_____________
dt 95039
;
Nova Scotia
As referenced in this Credit Agreement [Amendment No. 5]:
BANK OF NOVA SCOTIA
– Title:
-8-
{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:
-9-
{PAGE} 10
_____________
Bank of Nova Scotia
– 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 $
_____________
dt 97151
;
More... |
Preview
Full Doc
| 2002 |
Employment Agreement
Employment Agreement (51K)
Doc #1133685: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") dated as of November 6,
2001, between Brian Jellison (the "Executive") and Roper Industries, Inc., a
Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as its President
and Chief Executive Officer and wishes to define the terms of the Executive's
employment with the Company and the Executive desires to accept such employment,
for the term and upon . . .
1133685
|
Champion
As referenced in this Employment Agreement:
Champion
Enterprises, Inc – of the Executive's abilities
in supervising and conducting the operations of the Company and, except for his
continuing to serve as a member of the Board of Directors of Champion
Enterprises, Inc and on any committees thereof and as a member of the Board of
Directors of Tavant, Inc., the Executive shall not engage in any other business
activities except with
_____________
dt 1327493
;
Roper
As referenced in this Employment Agreement:
Roper Industries, Inc. – EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>
Exhibit 10.07
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") dated as of November 6,
2001, between Brian Jellison (the "Executive") and Roper Industries, Inc. , a
Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as its President
and Chief Executive
_____________
Roper Industries, Inc. – at: Brian Jellison
8044 Heyward Drive,
Indianapolis, IN 46250
With a copy to: Peter Weidman, Esq.
600 West Germantown Pike, Suite 400
Plymouth Meeting, PA 19462
To the Company at: Roper Industries, Inc.
160 Ben Burton Road
Bogart, Georgia 30622
Attn: Chairman of the Board of Directors
13
<PAGE>
With a copy to: Thomas R. McNeill, Esq.
Powell, Goldstein, Frazer &
_____________
ROPER INDUSTRIES, INC. – original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ROPER INDUSTRIES, INC.
BY:_________________________________________
NAME:_______________________________________
TITLE:______________________________________
EXECUTIVE
____________________________________________
Brian Jellison
15
</TEXT>
</DOCUMENT>
|