exv10w1





Exhibit 10.1





Execution Copy




THIRD AMENDMENT

TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND

NINTH AMENDMENT TO THE PREPETITION CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND NINTH AMENDMENT TO THE
PREPETITION CREDIT AGREEMENT, dated as of January 22, 2010 (this “Amendment”), to the
Existing Credit Agreement (as defined below) and the Prepetition Credit Agreement (as defined in
the Existing Credit Agreement) respectively, is entered into among CHAMPION HOME BUILDERS CO., a
Michigan corporation (the “Borrower”), CHAMPION ENTERPRISES, INC., a Michigan corporation
(the “Parent”), 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), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the
Administrative Agent (in such capacity, the “Administrative Agent”), and each Obligor
signatory hereto.



W I T N E S S E T H:




     WHEREAS, the Borrower, the Parent, the Lenders and Credit Suisse AG, Cayman Islands Branch, as
the Administrative Agent, are all parties to the Debtor-in-Possession Credit Agreement, dated as of
November 15, 2009 (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 “DIP Credit
Agreement”);



     WHEREAS, the Lenders under the DIP Credit Agreement are also “Lenders” under, and as defined
in, the Prepetition Credit Agreement;



     WHEREAS, the Debtors (all capitalized terms being used herein as defined in Article I
below), the other Obligors, the Administrative Agent and the Lenders desire to amend certain
provisions of the Existing Credit Agreement and the Prepetition Credit Agreement and are willing,
on the terms and subject to the conditions hereinafter set forth, to modify the Existing Credit
Agreement and the Prepetition 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):




     “Administrative Agent” is defined in the preamble.




     “Amendment” is defined in the preamble.




     “Authorized Actions” is defined in Article VII.



 









 






     “Borrower” is defined in the preamble.




     “DIP 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 IV.




     “Parent” is defined in the preamble.




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




     “‘Alternative Transaction’ is defined in the definition of
“Alternative Transaction Fee.”




     ‘Acquisition’ is defined in the definition of “Purchaser.”




     ‘Alternative Transaction Fee’ means a break-up fee of
$3,000,000 payable to the New Equity Investors or their designees in the
event of consummation of a topping bid in the 363 auction or consummation of
an alternative plan of reorganization (other than following consummation of
the Acquisition described herein) (an “Alternative Transaction”),
which Alternative Transaction Fee shall be paid solely from the proceeds of
a topping bid in the 363 auction or as an administrative expense in the
context of an alternative plan of reorganization. The Alternative
Transaction Fee shall be subject to reduction such that Reimbursable
Expenses and the Alternative Transaction Fee do not, in the aggregate,
exceed $4,000,000.




     ‘Asset Purchase Agreement’ means such agreement entered into to
effectuate the Acquisition.



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     ‘DIP Modification Order’ means the order of the Bankruptcy
Court approving the Third Amendment.




     ‘Expenses Claim’ is defined in Section 8.21.




     ‘New Equity Investors’ means certain of the proponents of a
joint credit bid to acquire substantially all of the assets of the Debtors
comprising Centerbridge Capital Partners, L.P., MAK Capital Fund LP, Sankaty
Credit Opportunities II, L.P., Sankaty Credit Opportunities III, L.P.,
Sankaty Credit Opportunities IV, L.P., and Sankaty Credit Opportunities IV
(Offshore Master), L.P.




     ‘Purchaser’ means a new entity to be formed in order to
consummate the acquisition of substantially all of the assets and business
operations of Champion Enterprises, Inc., a Michigan corporation, and each
of its subsidiaries and affiliates that are debtors and
debtors-in-possession in In re Champion Enterprises, Inc., et al,
Case No. 09-14019 (Bankr. D. Del. 2009) (the “Acquisition”).




     ‘Reimbursable Expenses’ means any and all out-of-pocket fees
and expenses incurred by the Purchaser and New Equity Investors (including
the reasonable fees and disbursements of Latham & Watkins LLP up to a
maximum amount of $75,000) in connection with the Acquisition and the
transactions contemplated by the Asset Purchase Agreement in an amount not
to exceed, when taken together with the Alternative Transaction Fee, $4
million.




     ‘Required DIP Lenders’ means Lenders holding not less than
sixty percent (60%) of the Obligations after taking into account any
pass-through of voting pursuant to participation arrangements,
provided that such Lenders include at least two holders of
Obligations that are not affiliates of each other or of any of the New
Equity Investors.




     ‘Third Amendment’ means the Third Amendment to
Debtor-in-Possession Credit Agreement and Ninth Amendment to the Prepetition
Credit Agreement, dated as of January 22, 2010, to this Agreement and the
Prepetition Credit Agreement, respectively, among the Obligors, the Lenders
party thereto and the Administrative Agent.




     ‘Third Amendment Effective Date’ means the Third Amendment
Effective Date as that term is defined in Article IV of the Third
Amendment.”




     SECTION 2.2. Amendment to Article IV.




     SECTION 2.2.1. Clause (ii) of Section 4.14 of the Existing Credit
Agreement is hereby amended by inserting the following at the end of such



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Section: “other than to the extent, if any, such Superiority Claim may be
affected by the granting of an Expenses Claim.”




     SECTION 2.3. Amendment to Article VI.




     SECTION 2.3.1. Section 6.27(c) of the Existing Credit Agreement is
hereby amended by deleting the period at the end of such Section and replacing
it with the following: “and, except for claims and obligations payable to an
Agent in accordance with the Loan Documents, any Expenses Claim.”




     SECTION 2.4. Amendment to Article VII.




     SECTION 2.4.1. Section 7.18(a)(ii) of the Existing Credit
Agreement is hereby amended by deleting the words “January 28, 2010” appearing
therein and inserting in their place the words “February 8, 2010.”




     SECTION 2.5. Amendment to Article VIII.




     SECTION 2.5.1. Clause (a) of Section 8.21 of the Existing Credit
Agreement is hereby amended by deleting the words “Carve-Out and the Third Party
Liens,” appearing therein and inserting in their place the words “Carve-Out, the
Third Party Liens and, subject and subordinate to the Carve-Out and claims,
indemnification, expenses or other obligations payable to an Agent or the DIP
Letter of Credit Issuer in accordance with the Loan Documents, any claim in
connection with payment or reimbursement of any Reimbursable Expenses to the New
Equity Investors or the Purchaser, to the extent payable in accordance with
Section 12.3 hereof (an “Expenses Claim”).




     SECTION 2.6. Amendments to Article IX.




     SECTION 2.6.1. Section 9.1.13 of the Existing Credit Agreement is
hereby amended by deleting the period at the end of such Section and replacing
it with the following: “, other than the DIP Modification Order.”




     SECTION 2.6.2. Section 9.1.14 of the Existing Credit Agreement is
hereby amended by deleting the period at the end of such Section and replacing
it with the following: “, other than the DIP Modification Order.”




     SECTION 2.7. Amendment to Article X.




     SECTION 2.7.1. Section 10.1 of the Existing Credit Agreement is
hereby amended by adding the following sentences at the end thereof:




“Each Lender hereby agrees that in no event shall any Agent be
liable or responsible for any special, consequential, punitive,
incidental, exemplary or other similar damages or claims arising
in any way out of the Loan Documents, the transactions



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contemplated thereby (including, without limitation, the matters
described in and contemplated by the third sentence of this
Section) or any action taken or not taken in connection
therewith. As used in the fifth, sixth, seventh and eighth
sentences of this Section, the term “Agent” shall mean and be
deemed to be a collective reference to each “Agent, the DIP
Letter of Credit Issuer, and each of their respective present or
former subsidiaries, affiliates, advisors, employees, attorneys,
agents, officers, directors and representatives and their
respective predecessors, successors, transferees and assigns.”




     SECTION 2.8. Amendment to Article XII.




     SECTION 2.8.1. Section 12.3 of the Existing Credit Agreement is
hereby amended by adding the following paragraph as the penultimate paragraph
thereof:




     “The Borrower further agrees to pay, on a super-priority
basis prior in right of payment to the payment of Obligations,
but subject and subordinate to the Carve-Out and claims,
indemnification, expenses or other obligations payable to an
Agent or the DIP Letter of Credit Issuer in accordance with the
Loan Documents, all fees and expenses in connection with an
Expenses Claim upon the occurrence of (i) a termination event
under the Asset Purchase Agreement caused by (a) failure of the
Bankruptcy Court to enter the Sale Order on or before March 3,
2010, in form and substance acceptable to the New Equity
Investors in their sole discretion, (b) failure of the Purchaser
and Debtors to close the Acquisition on or before March 18, 2010
(or a later date approved by the Debtors, the Required DIP
Lenders and all of the New Equity Investors), (c) failure of the
Debtors to assume or assign, all contracts designated to be, in
accordance with the procedures and terms to be agreed by the
parties in the Asset Purchase Agreement, (d) a Material Adverse
Change having occurred since the Reference Date (each as defined
in the Asset Purchase Agreement) or (e) failure of the Bankruptcy
Court to enter the DIP Modification Order, the payment of such
fees and expenses in connection with subsections (a), (b), (c)
and (e) conditioned upon the Purchaser having used commercially
reasonable efforts to endeavor that the requirements of such
subsections are satisfied, or (ii) consummation of an Alternative
Transaction.”



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ARTICLE III




AMENDMENTS TO PREPETITION CREDIT AGREEMENT



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




     SECTION 3.1. Amendment to Article X.




     SECTION 3.1.1. Section 10.1 of the Prepetition Credit Agreement is
hereby amended by adding the following sentences at the end thereof:




     “Each Lender hereby agrees that in no event shall the
Administrative Agent be liable or responsible for any special,
consequential, punitive, incidental, exemplary or other similar
damages or claims arising in any way out of the Loan Documents,
the transactions contemplated thereby (including, without
limitation, the matters described in and contemplated by Article
III of the Eighth Amendment) or any action taken or not taken in
connection therewith. As used in the seventh, eighth, ninth and
tenth sentences of this Section, the term “Administrative Agent”
shall mean and be deemed to be a collective reference to each of
the “Administrative Agent, Synthetic Letter of Credit Issuer and
Revolving Letter of Credit Issuer, and each of their respective
present or former subsidiaries, affiliates, advisors, employees,
attorneys, agents, officers, directors and representatives and
their respective predecessors, successors, transferees and
assigns.”



ARTICLE IV




CONDITIONS TO EFFECTIVENESS



     This Amendment 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 4.1. Counterparts. The Administrative Agent shall have received
counterparts hereof executed on behalf of the Borrower, each other Obligor, the Required
Lenders and the Administrative Agent.




     SECTION 4.2. 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 this Amendment on the Third



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Amendment Effective Date, the statements set forth in Article II and
Article III hereof are true and correct.




     SECTION 4.3. 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 4.4. Costs and Expenses, etc. The Administrative Agent shall have
received all fees, costs and expenses due and payable pursuant to Section 12.3 of
the Existing Credit Agreement (including without limitation the fees and expenses of Willkie
Farr & Gallagher LLP, special counsel to the Administrative Agent), if then invoiced and to
the extent such payment is in compliance with the applicable provisions of the Final Order.




     SECTION 4.5. Entry of Bidding Procedures Order and DIP Modification Order. In
the case of Sections 2.2, 2.3, 2.5, 2.6 and 2.8
hereof, the Bidding Procedures Order and DIP Modification Order, each in form and substance
reasonably satisfactory to the Debtors, Required DIP Lenders, all of the New Equity
Investors and Administrative Agent, shall have been entered by the Bankruptcy Court.



ARTICLE V




REPRESENTATIONS AND WARRANTIES



     To induce the Lenders to enter into this Amendment, the Borrower and each other Obligor
represent and warrant to the Lenders as set forth below.




     SECTION 5.1. Validity, etc. This Amendment and the DIP Credit Agreement
(after giving effect to this Amendment) each constitutes the legal, valid and binding
obligation of the Borrower and such applicable Obligors 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 5.2. Representations and Warranties, etc. Both before and after
giving effect to this Amendment, the statements set forth in clause (a) of Section
5.2.1, and after giving effect to this Amendment, the statements set forth in clause (b)
of Section 5.2.1, in each case of the Existing Credit Agreement, are true and
correct.




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ARTICLE VI




CONFIRMATIONS AND COVENANTS



     SECTION 6.1. Guarantees, Security Interest, Continued Effectiveness. Each
Obligor hereby reaffirms, as of the Third Amendment Effective Date, that immediately after
giving effect to this Amendment (a) the covenants and agreements made by such Obligor
contained in each Loan Document to which it is a party, (b) with respect to each Obligor
party to a Guaranty, its guarantee of payment of the Obligations pursuant to such Guaranty
and (c) 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.



     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 this 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 (a) in the case of representations and warranties not qualified by references to
“materiality” or a Material Adverse Effect, in all material respects and (b) 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



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applied in accordance with all of the terms and provisions of the Existing Credit
Agreement, as amended and modified hereby, including Articles X and XII
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 GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK IN THE SAME MANNER AS
PROVIDED FOR IN THE DIP CREDIT AGREEMENT.



     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 amendment and modifications s set forth herein shall be
limited precisely as provided for herein to the provisions expressly amended or modified
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 any Lenders, the Administrative Agent, or the DIP Letter of Credit
Issuer under the Existing Credit Agreement or any of the Loan Documents.



     SECTION 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 DIP Credit Agreement and the other Loan Documents,
except as expressly provided for in Article II hereof.



     SECTION 7.8. Obligor Releases/Damages and Liability Limitations. Although each
Lender and the Administrative Agent each regards its conduct as proper and does not believe
that any Obligor has any claim, right, cause of action, offset or defense against such
Lender, the Administrative Agent, the DIP Letter of Credit Issuer or any other Lender Party
(for purposes of this paragraph, defined as, “each Lender, the Administrative Agent, DIP
Letter of Credit Issuer and each of their present or former subsidiaries, affiliates,
advisors, employees, attorneys, agents, officers, directors and representatives and their
respective predecessors, successors, transferees and assigns”) in connection with the
execution, delivery, performance and ongoing administration of, or



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the transactions contemplated by, the DIP Credit Agreement and the other Loan
Documents, each Lender, the Administrative Agent and each Obligor agree to eliminate any
possibility that any past conduct, conditions, acts, omissions, events, circumstances or
matters of any kind whatsoever could impair or otherwise affect any rights, interests,
contracts or remedies of the Lenders, the Administrative Agent or any other Lender Party.
Therefore, each Obligor, on behalf of itself and its employees, agents, officers, directors,
representatives, predecessors, successors, transferees and assigns, unconditionally, freely,
voluntarily and, after consultation with counsel and becoming fully and adequately informed
as to the relevant facts, circumstances and consequences, knowingly releases, waives and
forever discharges (and further agrees not to allege, claim or pursue) (a) any and all
liabilities, indebtedness and obligations, whether known or unknown, of any kind whatsoever
of any Lender Party to any Obligor, except for any obligations remaining to be respectively
performed by the Lenders as expressly set forth in this Amendment, the DIP Credit Agreement
and the other Loan Documents, (b) any legal, equitable or other obligations of any kind
whatsoever, whether known or unknown, of any Lender Party to any Obligor (and any rights of
any Obligor against any Lender Party) other than any such obligations expressly set forth in
this Amendment, the DIP Credit Agreement and the other Loan Documents, (c) any and all
claims, whether known or unknown, under any oral or implied agreement with (or obligation or
undertaking of any kind whatsoever of) any Lender Party which is different from or in
addition to the express terms of this Amendment, the DIP Credit Agreement and the other Loan
Documents and (d) all other claims, rights, causes of action, counterclaims or defenses of
any kind whatsoever, in contract or in tort, in law or in equity, whether known or unknown,
direct or derivative, which such Obligor or any predecessor, successor or assign might
otherwise have or may have against any Lender Party on account of any conduct, condition,
act, omission, event, contract, liability, obligation, demand, covenant, promise,
indebtedness, claim, right, cause of action, suit, damage, defense, circumstance or matter
of any kind whatsoever which existed, arose or occurred at any time prior to the Third
Amendment Effective Date. The Obligors further understand and agree that none of the
Lenders, the Administrative Agent, DIP Letter of Credit Issuer or any other Lender Party
shall at any time, whether heretofore, on or as of the Third Amendment Effective Date or
thereafter, be liable or responsible for any special, consequential, punitive, incidental,
exemplary or other similar damages or claims arising in any way out of the Loan Documents,
the transactions contemplated thereby or any action taken or not taken in connection
therewith. Each Lender Party hereby further agrees that the Administrative Agent shall not
have any liability or responsibility whatsoever, and shall be fully protected and exculpated
from and against, any action taken or not taken by it at the direction of, or authorized by,
the Required Lenders, including any such action authorized hereunder, or any action taken in
connection therewith (“Authorized Actions”). Section 10.3 of the DIP Credit
Agreement shall apply to this Amendment and all Authorized Actions, except that it is
understood and agreed that all Authorized Actions shall be deemed not to constitute gross
negligence or willful misconduct.




     SECTION 7.9. Approval of DIP Budget. Pursuant to Section 7.17 of the
Existing Credit Agreement, the Required Lenders hereby approve and consent to the updated
DIP Budget, dated January 2010, a summary of which is attached hereto as Exhibit A.



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     SECTION 7.10. Parties Acting in Dual Capacities. The Borrower, the
Administrative Agent, each Lender, each Obligor and each other party hereto agrees and
acknowledges that it has consented to, executed and delivered the foregoing Amendment in its
capacity as such under both the DIP Credit Agreement and the Prepetition Credit Agreement.



[signature pages follow]




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



	 	 	 	 	 
	 	CHAMPION HOME BUILDERS CO.

CHAMPION ENTERPRISES, INC.

CHAMPION ENTERPRISES MANAGEMENT CO.

CHAMPION RETAIL, INC.

HIGHLAND ACQUISITION CORP.

HIGHLAND MANUFACTURING COMPANY LLC

HOMES OF MERIT, INC.

NEW ERA BUILDING SYSTEMS, INC.

NORTH AMERICAN HOUSING CORP.

REDMAN HOMES, INC.

SAN JOSE ADVANTAGE HOMES, INC.

STAR FLEET, INC.

WESTERN HOMES CORPORATION

 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Pages to Third Amendment to DIP Credit Agreement

and Ninth Amendment to Prepetition Credit Agreement






 









 








	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS 


BRANCH,
as
Administrative Agent and Lender

 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	 	 
	 	By  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Pages to Third Amendment to DIP Credit Agreement

and Ninth Amendment to Prepetition Credit Agreement






 









 








	 	 	 	 	 
	 	[INSERT NAME OF LENDER]

 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Pages to Third Amendment to DIP Credit Agreement

and Ninth Amendment to Prepetition Credit Agreement
















 








EXHIBIT A




DIP BUDGET SUMMARY