exv10w1



 





Exhibit 10.1




THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 25, 2007
(this “Amendment” or this “Third Amendment”), to the Existing Credit Agreement (as
defined below) is made by CHAMPION HOME BUILDERS CO., a Michigan corporation (the
“Borrower”), certain of the Lenders (such capitalized term and other capitalized terms used
in this preamble and the recitals below to have the meanings set forth in, or are defined by
reference in Article I below) and, solely for purposes of Articles VI and VII, each Obligor
signatory hereto.



W I T N E S S E T H:




     WHEREAS, the Borrower, the Lenders and Credit Suisse, Cayman Islands Branch, as the
Administrative Agent, are all parties to the Amended and Restated Credit Agreement, dated as of
April 7, 2006 (as amended or otherwise modified prior to the date hereof, the “Existing Credit
Agreement”, and as amended by this Amendment and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time, the “Credit
Agreement”); and



     WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Existing
Credit Agreement and the Lenders are willing, on the terms and subject to the conditions
hereinafter set forth, to modify the Existing Credit Agreement as set forth below.



     NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:


ARTICLE I


DEFINITIONS



     SECTION 1.1. Certain Definitions. The following terms when used in this Amendment
shall have the following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):



     “Amendment” is defined in the preamble.



     “Borrower” is defined in the preamble.



     “Credit Agreement” is defined in the first recital.



     “Existing Credit Agreement” is defined in the first recital.



     “Third Amendment Effective Date” is defined in Article III.



 









 





     SECTION 1.2. Other Definitions. Terms for which meanings are provided in the
Existing Credit Agreement are, unless otherwise defined herein or the context otherwise requires,
used in this Amendment with such meanings.


ARTICLE II


AMENDMENTS TO EXISTING CREDIT AGREEMENT



     Effective on (and subject to the occurrence of) the Third Amendment Effective Date, the
provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with
this Article II. Except as expressly so amended, the Existing Credit Agreement shall
continue in full force and effect in accordance with its terms.



     SECTION 2.1. Amendments to Sections 1.1 and 1.4.



     SECTION 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby amended by inserting
the following definitions in the appropriate alphabetical order:




     “2009 Notes Repurchase” means the repurchase by the Parent of up to 100% of its
2009 Notes (inclusive of principal, interest, prepayment premiums or the like) outstanding
as of the Third Amendment Effective Date, whether by means of a tender offer, defeasance,
redemption, or otherwise (including any combination of the foregoing); provided that
the terms and conditions, as well as the form and substance, of such repurchase shall be
reasonably satisfactory to the Administrative Agent, such terms and conditions to include,
among other things, a condition precedent to such repurchase requiring that a sufficient
number of holders of the 2009 Notes shall have executed “exit consents” (or the equivalent)
so that, after giving effect to the 2009 Notes Repurchase, Sections 4.03, 4.04, 4.05, and
4.06 of the 2009 Notes Indenture shall be deleted or otherwise made to have no further force
or effect.




     “Dutch Subsidiary” means a newly formed Foreign Subsidiary, wholly-owned by the
Borrower, organized or incorporated under the laws of the Kingdom of the Netherlands.




     “Dutchco 2” is defined within the definition of Restructuring Transaction.




     “Fixed Charge Ratio” means at the end of any Fiscal Quarter, the ratio computed
for the period consisting of such Fiscal Quarter and each of the three immediately prior
Fiscal Quarters of (i) EBITDA for all such Fiscal Quarters to (ii) Fixed Charges for
all such Fiscal Quarters.




     “Fixed Charges” means, for any period, the sum of (i) cash Interest Expense,
(ii) the aggregate amount of scheduled principal payments in respect of Indebtedness of the
Parent and its Subsidiaries for such period, including that portion of rental payments with
respect to Capitalized Lease Liabilities which is or should be applied as a reduction to the
principal of such Capitalized Lease Liabilities, determined on a consolidated basis for the
Parent and its Subsidiaries in conformity with GAAP and (iii) Capital Expenditures
(excluding any Capital Expenditures which constitute the acquisition or construction of



 









 






an additional manufacturing facility together with any fixed or capital assets for such
facility, not to exceed $10,000,000 in the aggregate in any Fiscal Year, pro rated for any
partial Fiscal Year).




     “Restructuring Transaction” means a restructuring involving certain Foreign
Subsidiaries consummated for the purpose of facilitating transactions permitted by Sections
8.5 or 8.9 and to efficiently deploy funds generated outside the United States, which
restructuring would require one or more of the following transactions enumerated below;
provided that, in any event, pursuant to the Restructuring Transaction the Dutch
Subsidiary shall become a wholly-owned Subsidiary of the Borrower, and, with respect
thereto, the Borrower shall comply with Section 7.8, including the pledge of at
least 65% of the Voting Securities of the Dutch Subsidiary: (i) Moduline International,
Inc., which is a Subsidiary Guarantor and the parent of Moduline Industries (Canada) Ltd.,
an existing Foreign Subsidiary organized under the laws of Alberta, Canada, will merge with
and into or liquidate up into the Borrower, and, in exchange for Capital Securities, the
Borrower will transfer the Capital Securities of Moduline Industries (Canada) Ltd. to the
Dutch Subsidiary, (ii) Moduline Industries (Canada) Ltd. will convert to an unlimited
liability company, (iii) in exchange for Capital Securities, the Borrower will transfer the
Capital Securities of the UK Subsidiary to the Dutch Subsidiary, (iv) in exchange for a
note, the Borrower will transfer the UK Intercompany Note, the right to receive any accrued
but unpaid interest attributable to the UK Intercompany Note, and the UK Intercompany Note
Share Charge to the Dutch Subsidiary, (v) the Dutch Subsidiary will contribute the shares of
Moduline Industries (Canada) Ltd. to its newly formed, wholly-owned, Foreign Subsidiary
organized or incorporated under the laws of the Kingdom of the Netherlands (for purposes of
this definition, “Dutchco 2”), (vi) the Dutch Subsidiary will contribute the shares
of the UK Subsidiary to Dutchco 2, and (vii) the Dutch Subsidiary will contribute the UK
Intercompany Note, the right to receive any accrued but unpaid interest attributable to the
UK Intercompany Note, and the UK Intercompany Note Share Charge to Dutchco 2.




     “Senior Leverage Ratio” means, at the end of any Fiscal Quarter, the ratio of
(i) Total Senior Debt outstanding on the last day of such Fiscal Quarter to (ii)
EBITDA for the period of four consecutive Fiscal Quarters ended on such date.




     “Structurally Subordinated Note Documentation” means all agreements, documents
and instruments entered into in connection with the Structurally Subordinated Notes,
including, without limitation, any indentures or other agreements related to the offering,
issuance or marketing of such notes.




     “Structurally Subordinated Notes” means senior unsecured promissory notes
issued by the Parent in form and substance satisfactory to the Administrative Agent in an
aggregate principal amount of not less than $100,000,000; provided that (i) such
notes shall be issued on or before the Third Amendment Effective Date, (ii) such notes shall
mature no earlier than November 1, 2012, and (iii) the net proceeds received in respect
thereof shall be applied (notwithstanding Section 8.8 and without regard to
clauses (e) or (g) of Section 3.1.1) as follows: (x) first,
to the prepayment of at least $8,000,000 in aggregate principal amount of the Term Loans,
together with accrued and unpaid interest



 









 






on such prepaid amount, (y) second, to the repurchase of up to 100% of the 2009 Notes
(pursuant to the 2009 Notes Repurchase), inclusive of principal, accrued interest thereon
and all prepayment premiums or the like in respect thereof, if any, (however, if less than
$89,000,000 is used within 90 days of the Third Amendment Effective Date to repurchase the
2009 Notes as provided above, to an additional prepayment of Term Loans in an aggregate
principal amount (together with accrued and unpaid interest on such prepaid amount) equal to
the difference between $89,000,000 and the amount actually used to repurchase such 2009
Notes), and (z) third, to the extent of any remaining net proceeds, for any use otherwise
permitted under this Agreement; provided, further, that neither the Borrower
nor any other Subsidiary of the Parent shall, directly or indirectly, guaranty the
Structurally Subordinated Notes, any obligations in respect thereof, or otherwise incur or
become liable for any Contingent Liabilities in respect thereof, unless such guaranty or
other Contingent Liability constitutes Subordinated Debt of the type described in
clause (ii) of the definition thereof (but without regard to the requirement
set forth in such clause (ii) relating to a maturity no earlier than 7 1/2
years following the Closing Date).




     “Subordinated Debt” means (i) (x) the Structurally Subordinated Notes and (y)
any other senior unsecured Indebtedness of the Parent maturing not earlier than November 1,
2012, which Indebtedness shall not be guaranteed, directly or indirectly, by the Borrower or
any other Subsidiaries of the Parent, nor shall the Borrower or any such other Subsidiary
otherwise incur or become liable for any Contingent Liabilities in respect of such
Indebtedness, unless such guaranty or other Contingent Liability constitutes Subordinated
Debt of the type described in clause (ii) below and (ii) other unsecured
Indebtedness of the Parent, the Borrower or any of their Subsidiaries which is contractually
subordinated in right of payment to all Obligations and which is subject to documentation
containing redemption and other repayment and prepayment events, maturities (which maturity
shall not be earlier than 7 1/2 years following the Closing Date), amortization schedules,
covenants, events of default, remedies, acceleration rights, subordination provisions and
other material terms satisfactory to the Administrative Agent.




     “Third Amendment” means the Third Amendment to Amended and Restated Credit
Agreement, dated as of October 25, 2007, among the Borrower and the Lenders party thereto.




     “Third Amendment Effective Date” means the Third Amendment Effective Date as
that term is defined in Article III of the Third Amendment.




     “Total Senior Debt” means Total Debt, exclusive of any such Indebtedness
constituting Subordinated Debt.



     SECTION 2.1.2. Section 1.1 of the Existing Credit Agreement is hereby further amended as
follows:



     (a) The definition of “Applicable Margin” is amended in its entirety to read as
follows:



 









 





     “Applicable Margin” means (a)(i) 3.25% for US Term Loans maintained as LIBO Rate
Loans, (ii) 2.25% for US Term Loans maintained as Base Rate Loans and (iii) 3.25% for Sterling Term
Loans, (b)(i) 3.25% for Revolving Loans maintained as LIBO Rate Loans and (ii) 2.25% for Revolving
Loans maintained as Base Rate Loans, and (c) with respect to all Participation Fees, 3.25%.



     (b) Clause (b)(i) of the definition of “Excess Cash Flow” is hereby amended by
inserting a parenthetical phrase which shall read “(other than any prepayment of a Term Loan
pursuant to the second sentence of Section 7.7)” immediately following the phrase “or voluntary
prepayments” as it appears in such clause (b)(i).



     (c) The definition of “Permitted Foreign Acquisition” is amended in its entirety to
read as follows:



     “Permitted Foreign Acquisition” means an acquisition by the Parent or any of its
Subsidiaries of all of the Capital Securities (by merger, acquisition, purchase or otherwise), or
any division or all or substantially all of the assets, of any Foreign Person; provided
that, in the case of any such acquisition made by any Obligor, the consideration paid for all such
acquisitions (exclusive of the UK Acquisition and the Restructuring Transaction) shall not exceed
$30,000,000 in the aggregate during the term of this Agreement.



     (d) The definition of “Restricted Payment” is amended by deleting the period (“.”) at
the end thereof and inserting the following proviso:



     “provided, however, that the payment of stated interest on Subordinated Debt
(to the extent incurred in compliance with this Agreement) on the date scheduled therefor pursuant
to the documentation or instruments related thereto shall not constitute a Restricted Payment.”



     SECTION 2.1.3. Section 1.4(b) of the Existing Credit Agreement is hereby amended by restating
the first phrase (prior to the first parenthetical) of the first sentence as follows:




     “For purposes of computing the Leverage Ratio, the Senior Leverage Ratio, the
Interest Coverage Ratio, and the Fixed Charge Ratio, such ratios”



     SECTION 2.2. Amendment to Section 7.7. Section 7.7 of the Existing Credit Agreement
is hereby amended by adding a new sentence to the end thereof which shall read as follows: “The
Parent shall apply the net proceeds received from the issuance of the Structurally Subordinated
Notes (notwithstanding Section 8.8 and without regard to clauses (e) or
(g) of Section 3.1.1) as follows: (x) first, to the prepayment of at least
$8,000,000 in aggregate principal amount of the Term Loans, together with accrued and unpaid
interest on such prepaid amount, (y) second, to the repurchase of up to 100% of the 2009 Notes
(pursuant to the 2009 Notes Repurchase), inclusive of principal, accrued interest thereon and all
prepayment premiums or the like in respect thereof, if any, (however, if less than $89,000,000 is
used within 90 days of the Third Amendment Effective Date to repurchase the 2009 Notes as provided
above, to an additional prepayment of Term Loans in an aggregate principal amount (together with
accrued and unpaid interest on such prepaid amount) equal to the difference between $89,000,000 and
the



 









 




amount actually used to repurchase such 2009 Notes), and (z) third, to the extent of any
remaining net proceeds, for any use otherwise permitted under this Agreement.”




     SECTION 2.3. Amendment to Article VII. Article VII of the Existing Credit Agreement
is hereby amended to add a new Section 7.14 which shall read as follows:



     “SECTION 7.14 2009 Notes Repurchase. The Parent shall deposit all proceeds from the
issuance of the Structurally Subordinated Notes into a Deposit Account or Securities Account that
is subject to a Control Agreement until such time as such proceeds are used in accordance with
Section 7.7 hereof. Subject to the terms and conditions hereof and the 2009 Notes
Repurchase, all 2009 Notes to be repurchased pursuant to the 2009 Notes Repurchase shall be
repurchased within 90 days of the Third Amendment Effective Date.”



     SECTION 2.4. Amendment to Section 8.2.



     SECTION 2.4.1. Section 8.2 of the Existing Credit Agreement is hereby amended by (i) deleting
clauses (m) and (n), and (ii) inserting new clauses (m), (n), (o) and (p) to read as follows:



     (m) Indebtedness in respect of Subordinated Debt (other than the Structurally
Subordinated Notes); provided that, prior to the incurrence of any such Indebtedness, the
Parent shall have furnished to the Administrative Agent (for the benefit of the Lenders) a
certificate executed by the Parent’s chief financial officer or chief accounting officer certifying
compliance with the covenants set forth in Articles VII and VIII hereof both before
and after giving effect to the incurrence of such Indebtedness; provided that, with respect
to the financial covenants set forth in Section 8.4 hereof, such certificate shall certify
such compliance (as of the most recently ended four full Fiscal Quarters for which financial
statements have been delivered pursuant to Section 7.1, immediately preceding the date on which
such Indebtedness is incurred) and set forth calculations, in reasonable detail, demonstrating such
compliance, in each case on a pro forma basis as if such Indebtedness had been incurred on the
first day of such four-quarter period;



     (n) Indebtedness in respect of the Structurally Subordinated Notes; provided that the
net proceeds in respect thereof are applied as set forth in Section 7.7 of the Third
Amendment;



     (o) Permitted Refinancings of the Indebtedness listed above (other than Indebtedness of the
type permitted under clause (a) hereof); provided that, in the case of
Subordinated Debt (including the Structurally Subordinated Notes), the Indebtedness refinancing or
modifying such Indebtedness (i) shall constitute Subordinated Debt of the type described in
clause (ii) of the definition thereof and (ii) shall not provide for any payments,
repayments, purchases or repurchases of principal prior to the date that is seven and one-half
years after the Closing Date; and



     (p) Indebtedness of the UK Subsidiary in respect of the UK Intercompany Loan and Indebtedness
of the Dutch Subsidiary owing to an Obligor arising out of the Restructuring Transaction.



 









 





     SECTION 2.4.2. The proviso at the end of Section 8.2 of the Existing Credit Agreement is
amended in full to read as follows:




     “provided, however, that no Indebtedness otherwise permitted by
clauses (d), (e)(ii), (f), (g), (h),
(i), (k), (l), (m) or (o) shall be assumed, created
or otherwise incurred if a Default has occurred and is then continuing or would result
therefrom”.



     SECTION 2.5. Amendment to Section 8.4.



     SECTION 2.5.1. Clause (a) of Section 8.4 of the Existing Credit Agreement is hereby amended
by deleting in its entirety the text and existing table set forth therein and inserting the text
and table set forth below in lieu thereof:



     (a) The Parent and the Borrower will not permit the Senior Leverage Ratio as of the last day
of any Fiscal Quarter set forth below to be greater than the ratio set forth opposite such Fiscal
Quarter:



	 	 	 
	Fiscal Quarter	 	Senior Leverage Ratio
	Fourth Fiscal Quarter of 2007
	 	3.50:1
	First Fiscal Quarter of 2008
	 	3.25:1
	Second Fiscal Quarter of 2008
	 	3.00:1
	Third Fiscal Quarter of 2008
	 	3.00:1
	Fourth Fiscal Quarter of 2008
	 	3.00:1
	First Fiscal Quarter of 2009
	 	3.00:1
	Second Fiscal Quarter of 2009
	 	3.00:1
	Third Fiscal Quarter of 2009
	 	3.00:1
	Fourth Fiscal Quarter of 2009
	 	2.75:1
	First Fiscal Quarter of 2010
	 	2.75:1
	Second Fiscal Quarter of 2010
	 	2.75:1
	Third Fiscal Quarter of 2010
	 	2.75:1
	Fourth Fiscal Quarter of 2010
	 	2.50:1
	First Fiscal Quarter of 2011
	 	2.50:1
	Second Fiscal Quarter of 2011
	 	2.50:1
	Third Fiscal Quarter of 2011
	 	2.50:1
	Fourth Fiscal Quarter of 2011
	 	2.25:1
	First Fiscal Quarter of 2012
	 	2.25:1
	Second Fiscal Quarter of 2012
	 	2.25:1
	Each Fiscal Quarter thereafter
	 	2.00:1






     SECTION 2.5.2. Clause (b) of Section 8.4 of the Existing Credit Agreement is hereby amended
in its entirety to read as follows:



     “(b) The Parent and Borrower will not permit the Interest Coverage Ratio as of the last day of
any Fiscal Quarter set forth below to be less than the ratio set forth opposite such Fiscal
Quarter:



 









 





	 	 	 
	Fiscal Quarter	Interest Coverage Ratio
	Fourth Fiscal Quarter of 2007
	 	2.25:1
	First Fiscal Quarter of 2008
	 	2.25:1
	Second Fiscal Quarter of 2008
	 	2.25:1
	Third Fiscal Quarter of 2008
	 	2.25:1
	Fourth Fiscal Quarter of 2008
	 	2.25:1
	First Fiscal Quarter of 2009
	 	2.25:1
	Second Fiscal Quarter of 2009
	 	2.25:1
	Third Fiscal Quarter of 2009
	 	2.25:1
	Fourth Fiscal Quarter of 2009
	 	2.50:1
	First Fiscal Quarter of 2010
	 	2.50:1
	Second Fiscal Quarter of 2010
	 	2.50:1
	Third Fiscal Quarter of 2010
	 	2.50:1
	Fourth Fiscal Quarter of 2010
	 	2.75:1
	First Fiscal Quarter of 2011
	 	2.75:1
	Second Fiscal Quarter of 2011
	 	2.75:1
	Third Fiscal Quarter of 2011
	 	2.75:1
	Each Fiscal Quarter thereafter
	 	3.00:1






     SECTION 2.5.3. Section 8.4 of the Existing Credit Agreement is hereby further amended by
adding a new clause (c) at the end of such Section 8.4 to read in its entirety as follows:



     (c) The Parent and the Borrower will not permit the Fixed Charge Ratio as of the last day of
any Fiscal Quarter to be less than 1.25:1.



     SECTION 2.6. Amendment to Section 8.5. Clause (g) of Section 8.5 of the Existing
Credit Agreement is hereby amended in its entirety to read as follows:



     “(g) Investments made by Parent, the Borrower and their Subsidiaries constituting the UK
Acquisition, the Restructuring Transaction or Permitted Acquisitions permitted pursuant to
Section 8.9;”



     SECTION 2.7. Amendment to Section 8.6. Clause (d) of Section 8.6 of the Existing
Credit Agreement is hereby amended by adding the following proviso before the final semi-colon at
the end of that clause:



     “, provided, further, that subclauses (i), (ii), and (iii) of the foregoing
proviso will not apply to the repurchase of the 2009 Notes by the Parent pursuant to the 2009 Notes
Repurchase with net proceeds received from the issuance of the Structurally Subordinated Notes”



     SECTION 2.8. Amendment to Section 8.8. Clause (f) of Section 8.8 of the Existing
Credit Agreement is hereby amended in its entirety to read as follows:



     “(f) in the case of the Parent, (i) to any Person, so long as the Net Equity Proceeds from
such issuance are applied to repay the Loans as required by the terms of this Agreement and such



 









 




Capital Securities are not Redeemable Capital Securities or (ii) in connection with the conversion
of an instrument that was originally issued in compliance with this Agreement.”




     SECTION 2.9. Amendment to Section 8.9. The last sentence of Section 8.9 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:



     “Notwithstanding anything to the contrary contained herein, the UK Acquisition
and the Restructuring Transaction shall be permitted.”



     SECTION 2.10. Amendment to Section 8.11. Clause (a) of Section 8.11
of the Existing Credit Agreement is hereby amended in its entirety to read as
follows:



     “(a) any of the 2007 Notes, the 2007 Notes Indenture, the 2009 Notes, the 2009
Notes Indenture, the documentation in respect of and related to the 2009 Notes
Repurchase, the Offer to Purchase, the UK Transaction Documents, the Structurally
Subordinated Notes, and the Structurally Subordinated Note Documentation (other
than, in each case, (i) ministerial amendments, supplements, waivers or
modifications or (ii) other amendments, supplements, waivers or modifications that
do not affect the Lenders in an adverse manner); or”



     SECTION 2.11. Amendment to Section 8.12. The proviso at the end of Section 8.12 of
the Existing Credit Agreement is hereby amended in its entirety to read as follows:



     “; provided, that the following shall in any event be permitted: (i) the
Transactions, (ii) transactions permitted under this Agreement among the Obligors, (iii) loans and
advances permitted under clause (j) of Section 8.5, and (iv) the Restructuring
Transaction.”



     SECTION 2.12 Amendment to Section 8.15. Clause (iii) of Section 8.15 of the Existing
Credit Agreement is hereby amended in its entirety to read as follows:



     “(iii) performing its obligations under the 2009 Notes, the 2009 Notes Indenture, the 2009
Notes Repurchase, the Structurally Subordinated Notes, and the Structurally Subordinated Note
Documentation, and”.



     SECTION 2.13 Amendment to Section 9.1.3. Section 9.1.3 of the Existing Credit
Agreement is hereby amended by inserting “, 7.14” in such Section immediately following the
reference to Section 7.8 set forth therein.


ARTICLE III


CONDITIONS TO EFFECTIVENESS



     SECTION 3.1. Conditions to Effectiveness. This Amendment, other than the provisions
of Sections 2.5.1, 2.5.2, and 2.5.3, shall become effective upon the prior
or simultaneous satisfaction of each of the following conditions in a manner reasonably
satisfactory to the Administrative Agent (the date when all such conditions are so satisfied being
the “Third Amendment Effective Date”):



 









 





     SECTION 3.1.1 Counterparts. The Administrative Agent shall have received
counterparts hereof executed on behalf of the Borrower, each other Obligor, and the Required
Lenders.



     SECTION 3.1.2. Issuance of Structurally Subordinated Notes and Commencement of 2009 Notes
Repurchase. The Structurally Subordinated Notes shall have been issued by the Parent in an
aggregate principal amount of not less than $100,000,000, the Parent shall have commenced the 2009
Notes Repurchase and, to the extent applicable, the Parent shall have complied with Sections 7.7
and 7.14 of the Credit Agreement.



     SECTION 3.1.3. Amendment Fee. The Administrative Agent shall have received for the
pro rata account of each Lender (that has delivered its signature page in a manner and before the
time set forth below), based upon such Lender’s applicable Percentages, an amendment fee in an
amount equal to 0.25% of the Total Exposure Amount as of the Third Amendment Effective Date
(including any amounts drawn under the Letter of Credit Facility), but payable only (i) upon the
effectiveness of the Third Amendment and (ii) to each Lender that has delivered (including by way
of facsimile or other electronic transmission) its executed signature page to this Amendment to the
attention of Todd A. Matras at Allen & Overy LLP, 1221 Avenue of the Americas, New York, New York
10020, facsimile number: (212) 610-6399, at or prior to 1:00 P.M. (New York City time) on October
25, 2007.



     SECTION 3.1.4. Costs and Expenses, etc. The Administrative Agent shall have received
for the account of itself and each Lender, all fees, costs and expenses due and payable pursuant to
Sections 3.3 and 12.3 of the Existing Credit Agreement (including without limitation the fees and
expenses of Allen & Overy LLP, special New York counsel to the Administrative Agent), if then
invoiced, together with all other fees separately agreed to by the Borrower and the Administrative
Agent (or any of its Affiliates).



     SECTION 3.1.5. Certificate of Authorized Officer. The Borrower shall have delivered
a certificate of an Authorized Officer, solely in his or her capacity as an Authorized Officer of
the Borrower and not in his or her individual capacity, certifying that, both immediately before
and after giving effect to the this Amendment on the Third Amendment Effective Date, the statements
set forth in Sections 4.1 and 4.2 hereof are true and correct.



     SECTION 3.1.6. Satisfactory Legal Form. The Administrative Agent and its counsel
shall have received all information, and such counterpart originals or such certified or other
copies of such materials, as the Administrative Agent or its counsel may reasonably request, and
all legal matters incident to the effectiveness of this Amendment shall be satisfactory to the
Administrative Agent and its counsel. All documents executed or submitted pursuant hereto or in
connection herewith shall be reasonably satisfactory in form and substance to the Administrative
Agent and its counsel.



     SECTION 3.1.7. Legal Opinion. The Administrative Agent shall have received a legal
opinion of legal counsel to the Obligors (which may be its in-house legal counsel) that neither (i)
the execution, delivery or performance of this Amendment or the Credit Agreement, as amended
hereby, nor (ii) any aspect of the 2009 Notes Repurchase effected on or before the Third



 









 




Amendment Effective Date, conflicts with or results in a default under the 2009 Notes
Indenture or the 2009 Notes.




     SECTION 3.2. Conditions to Effectiveness of Financial Covenant Amendments.
Sections 2.6.1, 2.6.2, and 2.6.3 of this Amendment shall become effective
on the date when the Parent shall have effected the 2009 Notes Repurchase in the manner
contemplated by this Amendment and the Credit Agreement and not in conflict with the 2009 Notes
Indenture.


ARTICLE IV


REPRESENTATIONS AND WARRANTIES



     To induce the Lenders to enter into this Amendment, the Borrower represents and warrants to
the Lenders as set forth below.



     SECTION 4.1. Validity, etc. This Amendment and the Credit Agreement (after giving
effect to this Amendment) each constitutes the legal, valid and binding obligation of the Borrower
enforceable in accordance with its terms subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.



     SECTION 4.2. Representations and Warranties, etc. Both before and after giving
effect to this Amendment, the statements set forth in clauses (a) and (b) of Section 5.3.1. of the
Existing Credit Agreement are true and correct.


ARTICLE V


CONSENT



     SECTION 5.1. Consent to Restructuring Transaction. The Required Lenders hereby
consent to the Borrower entering into the Restructuring Transaction and 2009 Notes Repurchase.


ARTICLE VI


CONFIRMATION



     SECTION 6.1. Guarantees, Security Interest, Continued Effectiveness.



     (a) Each Obligor hereby reaffirms, as of the Third Amendment Effective Date, that
immediately after giving effect to this Amendment (i) the covenants and agreements made by such
Obligor contained in each Loan Document to which it is a party, (ii) with respect to each Obligor
party to a Guaranty, its guarantee of payment of the Obligations pursuant to such Guaranty and
(iii) with respect to each Obligor party to the Pledge and Security Agreement or a Mortgage, its
pledges and other grants of Liens in respect of the Obligations pursuant to any such Loan Document,
in each case, as such covenants, agreements and other provisions may be modified by this Amendment.



 









 





     (b) Solely in connection with the consummation of the Restructuring Transaction, the Required
Lenders hereby consent to the release of the Lien in favor of the Secured Parties on (x) the
Capital Securities of Moduline Industries (Canada) Ltd. and the UK Subsidiary and (y) the UK
Intercompany Note and the UK Intercompany Note Share Charge, in each case, pursuant to the Loan
Documents, and the Parent and the Borrower hereby agree that, simultaneously with the consummation
of the Restructuring Transaction, the Capital Securities of the Dutch Subsidiary shall be pledged
to the Secured Parties pursuant to Section 7.8 of the Credit Agreement.



     SECTION 6.2. Validity, etc. Each Obligor (other than the Borrower) hereby represents
and warrants, as of the Third Amendment Effective Date, that immediately after giving effect to the
Amendment, each Loan Document, in each case as modified by this Amendment (where applicable and
whether directly or indirectly), to which it is a party continues to be a legal, valid and binding
obligation of such Obligor, enforceable against such party in accordance with its terms subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors’ rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.



     SECTION 6.3. Representations and Warranties, etc. Each Obligor (other than the
Borrower) hereby represents and warrants, as of the Third Amendment Effective Date, that before and
after giving effect to the Amendment, the representations and warranties set forth in each Loan
Document to which such Obligor is a party are, in each case, true and correct (i) in the case of
representations and warranties not qualified by references to “materiality” or a Material Adverse
Effect, in all material respects and (ii) otherwise, in all respects, in each case with the same
effect as if then made (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such
earlier date).


ARTICLE VII


MISCELLANEOUS



     SECTION 7.1. Cross-References. References in this Amendment to any Article or
Section are, unless otherwise specified, to such Article or Section of this Amendment.



     SECTION 7.2. Loan Document Pursuant to Existing Credit Agreement. This Amendment is
a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in accordance with all of the
terms and provisions of the Existing Credit Agreement, as amended hereby, including Article X
thereof.



     SECTION 7.3. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.



     SECTION 7.4. Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which when executed and delivered shall be an original and all of
which shall constitute together but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile (or other electronic



 









 







transmission) shall be effective as delivery of a manually executed counterpart of this Amendment.



     SECTION 7.5. Governing Law. THIS AMENDMENT SHALL BE GOVERENED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.



     SECTION 7.6. Full Force and Effect; Limited Amendment. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants, conditions and other provisions
of the Existing Credit Agreement and the Loan Documents shall remain unchanged and shall continue
to be, and shall remain, in full force and effect in accordance with their respective terms. The
amendments set forth herein shall be limited precisely as provided for herein to the provisions
expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or
modification of any other term or provision of the Existing Credit Agreement or any other Loan
Document or of any transaction or further or future action on the part of any Obligor which would
require the consent of the Lenders under the Existing Credit Agreement or any of the Loan
Documents.



     SECTOIN 7.7. No Waiver. This Amendment is not, and shall not be deemed to be, a
waiver or a consent to any Event of Default, event with which the giving of notice or lapse of time
or both may result in an Event of Default, or other non-compliance now existing or hereafter
arising under the Credit Agreement and the other Loan Documents.



 









 





     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Third Amendment as of
the date first above written.



	 	 	 	 	 
	 	CHAMPION HOME BUILDERS CO.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Executive VP 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Solely for purposes of Articles VI and VII, each of the undersigned Obligors:



CHAMPION ENTERPRISES, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Executive VP 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	CHAMPION ENTERPRISES MANAGEMENT CO.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Executive VP 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	CHAMPION RETAIL, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	DUTCH HOUSING, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	HIGHLAND ACQUISITION CORP.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Executive VP 	 
	 	 	 	 
	 



 









 






	 	 	 	 	 
	 	HIGHLAND MANUFACTURING COMPANY

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Executive VP 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	HOMES OF MERIT, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	MODULINE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	NEW ERA BUILDING SYSTEMS, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Executive VP 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	NORTH AMERICAN HOUSING CORP.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	REDMAN HOMES, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Executive VP 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	REDMAN INDUSTRIES, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Executive VP 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	SAN JOSE ADVANTAGE HOMES, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Executive VP 	 
	 	 	 	 
	 



 









 






	 	 	 	 	 
	 	STAR FLEET, INC.

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	WESTERN HOMES CORPORATION

 	 
	 	By:  	/s/ Phyllis A. Knight
 	 
	 	 	Title:  Vice President 	 
	 	 	 	 
	 



 









 






	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Administrative Agent and as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Title: 	 
	 	 	 	 
	 



 









 






	 	 	 	 	 
	 	LENDER

 	 
	 	By:  	/s/
 	 
	 	 	Title: