exv10w3






Exhibit
10.3



FIRST AMENDMENT TO CREDIT AGREEMENT




     This FIRST AMENDMENT TO CREDIT AGREEMENT is dated as of December 22, 2009 (this
“Amendment”) by and between Stephen Adams, in his individual capacity, and Stephen Adams
and his successors, as trustee under the Stephen Adams Living Trust (the “Trust” and,
together with each of the foregoing Persons, the “Borrower”), and Thor Industries, Inc.
(the “Lender”).



     WHEREAS, the Borrower and the Lender are parties to that certain Credit Agreement dated as of
January 15, 2009 (the “Credit Agreement”); and



     WHEREAS, the Borrower and the Lender desire to modify and amend certain provisions of the
Credit Agreement, as provided herein.



     NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the
parties agree that the Credit Agreement is hereby amended as follows:



     1. Capitalized Terms. Any capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement, as amended by this
Amendment.



     2. Amendments to Credit Agreement.



     a) Amendment of Certain Defined Terms. Article 9 of the Credit Agreement is hereby
amended by (i) deleting the defined terms “Collateral”, “Collateral and Guarantee
Requirement”, “Security Documents” and “Transaction Liens”, (ii) deleting the
defined terms “Material Adverse Effect” and “Transaction Documents” and replacing
each such defined term in its entirety with the new definition of such term set forth below, and
(iii) adding the following new defined terms set forth below:




“Adams/Lemonis Credit Agreement” means that certain Credit Agreement, dated
as of December 22, 2009, by and between the Borrower, Marcus Lemonis and the Lender
(as amended, restated, supplemented or otherwise modified from time to time).




“Excluded Assets” means, collectively, (i) any and all direct and indirect
legal, equitable and beneficial ownership interests of the Borrower in FreedomRoads
and any of its subsidiaries and (ii) any notes, instruments and other documents
evidencing Indebtedness owed to the Borrower by FreedomRoads or any of its
subsidiaries, and all rights of the Borrower in respect of such Indebtedness.




“Material Adverse Effect” means (a) a material adverse change in, or a
material adverse effect upon, the business, properties, assets, liabilities (actual
or contingent), or financial condition of the Borrower; (b) a material impairment of
the ability of the Borrower to perform the Borrower’s obligations under any
Transaction Document to which the Borrower is a party; or (c) a material adverse



1









 






effect upon the legality, validity, binding effect or enforceability against the
Borrower of any Transaction Document to which the Borrower is a party.




“Permanent Disability” shall be deemed to have occurred, with respect to any
Person, if (i) such Person becomes physically or mentally incapacitated or disabled
so that such Person is unable, with or without reasonable accommodation, to perform
substantially the same professional services as such Person performed prior to
incurring such incapacity or disability, and (ii) such incapacity or disability
continues for 90 consecutive days.




“Second Credit Agreement” means that certain Credit Agreement, dated as of
January 30, 2009, by and between the Borrower and the Lender (as amended, restated,
supplemented or otherwise modified from time to time).




“Transaction Documents” means this Agreement, the Notes and each other
agreement, if any, executed pursuant to or in connection with the foregoing.



     b) Deletion of Certain Sections. The Credit Agreement is hereby amended by deleting
the following Sections: Section 2.4 (Mandatory Prepayments), Section 3.1(g) (Collateral
and Guarantee Requirement), Section 4.15 (Consents), Section 5.8(b), Sections 6.2(a)
and 6.2(c), Section 6.3 (Restrictive Agreements), Section 7.1(i) (Lien Defects) and
Sections 8.5(b) and 8.5(e).



     c) Deletion of Certain Exhibits. The Credit Agreement is hereby amended by deleting
Exhibit C (Form of Guarantee Agreement) and Exhibit D (Form of Pledge Agreement).



     d) Amendment to Section 4.2. Section 4.2 of the Credit Agreement is hereby amended
by deleting such Section  its entirety and replacing it with the following:




Section 4.2 Authorization; No Contravention. The execution and delivery
of, and the performance by the Borrower of his obligations under, each Transaction
Document to which the Borrower is party, do not and will not (i) conflict with, or
result in any breach or contravention of, or the creation of any Lien under, (A) any
Contractual Obligation to which the Borrower is a party or (B) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award to
which the Borrower or the Borrower’s property is subject; or (ii) violate any Law
applicable to the Borrower.



     e) Amendment to Section 4.7. Section 4.7 of the Credit Agreement is hereby amended
by deleting the first sentence of such Section.




     f) Amendment to Section 4.10. Section 4.10 of the Credit Agreement is
hereby amended by deleting the first sentence of such Section it its entirety and
replacing it with the following:



Section 4.10 Disclosure. The Borrower has
disclosed to the Lender all agreements, instruments, other Contractual Obligations
and all corporate or other restrictions to which the Borrower is subject, and all
other matters known to the
Borrower, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.



2









 





     g) Amendment to Section 5.5. Section 5.5 of the Credit Agreement is hereby amended
by deleting the words “(except with respect to the Borrower’s properties constituting Collateral)”.



     h) Amendment to Section 6.2. Subsection (d) of Section 6.2 of the Credit Agreement
is hereby amended by deleting the words “(other than the Collateral)”.



     i) Amendment to Section 6.5. Section 6.5 of the Credit Agreement is hereby amended
by deleting such Section it its entirety and replacing it with the following:




Section 6.5 Restrictions on Transfer. The Borrower will not, directly or
indirectly, by voluntary or involuntary means, make any sale, transfer, assignment
or other disposition of any property or assets of the Borrower (other than any
Excluded Assets) with a fair market value in excess of an amount set forth on
Schedule 6.5 hereof to a member of the Borrower’s family, charitable
organization, a trust established for the benefit of a member of the Borrower’s
family or an Affiliate of the Borrower.



     j) Amendments to Section 7.1. Section 7.1 of the Credit Agreement is hereby amended
(i) by deleting subsections (e) and (k) of such Section in their entirety and replacing them with
the following subsections (e) and (k) as set forth below, (ii) by deleting the word “or” at the end
of clause (m), (iii) by deleting the period at the end of clause (n) and replacing it with “; or”,
and (iv) by adding new subsections (o) and (p) as set forth below:




(e) Cross Payment Default. (A) The Borrower or FreedomRoads shall fail to
make any payment when due (whether by scheduled maturity, required prepayment,
margin call, acceleration, demand or otherwise but after giving effect to any
applicable grace period) in respect of any Indebtedness (other than Indebtedness
hereunder, or Indebtedness under the Second Credit Agreement or the Adams/Lemonis
Credit Agreement) having an aggregate notional or principal amount (including
undrawn committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) equal to or more than the
Threshold Amount (“Material Financial Obligations”), or (B) the Borrower or
FreedomRoads shall fail to observe or perform any other agreement or condition
relating to any such Material Financial Obligation, or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event occurs,
which results in the acceleration of such Material Financial Obligation prior to its
stated maturity; or




(k) Criminal Proceedings. The Borrower shall be indicted for a federal
crime, a punishment for which could include the forfeiture of any assets of the
Borrower which in the good faith judgment of the Lender could have a Material
Adverse Effect on the business of the Borrower; or




(o) Death or Permanent Disability. Adams shall die or suffer a Permanent
Disability; or



3









 






(p) Second Credit Agreement and Adams/Lemonis Credit Agreement. (A) An
Event of Default (as defined in the Second Credit Agreement) has occurred and is
continuing or (B) an Event of Default (as defined in the Adams/Lemonis Credit
Agreement) has occurred and is continuing (other than an Event of Default under
Section 7.1(k) (Death; Permanent Disability) of the Adams/Lemonis Credit Agreement
with respect to Lemonis only).



     3. No Default; Representations and Warranties, etc. The Borrower hereby confirms
that, after giving effect to this Amendment, (a) the representations and warranties of the Borrower
contained in Article 4 of the Credit Agreement and the other Transaction Documents are true and
correct on and as of the date hereof as if made on such date (except to the extent that such
representations and warranties expressly relate to an earlier date, in which event such
representations and warranties are true and correct on and as of such earlier date); (b) the
Borrower is in compliance with all of the terms and provisions set forth in the Credit Agreement on
its part to be observed or performed thereunder; and (c) no Default or Event of Default has
occurred and is continuing.




     4. Conditions to Effectiveness. The effectiveness of this Amendment shall be subject
to the satisfaction of the following conditions precedent:



     a) Counterparts of Amendment. The Lender shall have received counterparts of this
Amendment duly executed by the Borrower.



     b) Other Documents. The Lender shall have received such documents, instruments and
certificates as the Lender or its counsel may reasonably request relating to the Transaction
Documents and any other legal matters relating to the Borrower and the Credit Agreement, as amended
by this Amendment.



     5. Miscellaneous.



     a) Except to the extent specifically amended hereby, the Credit Agreement, the Transaction
Documents and all related documents shall remain in full force and effect. Whenever the terms or
sections amended hereby shall be referred to in the Credit Agreement, the Transaction Documents or
such other documents (whether directly or by incorporation into other defined terms), such defined
terms shall be deemed to refer to those terms or sections as amended by this Amendment.



     b) This Amendment may be executed in any number of counterparts, each of which, when executed
and delivered, shall be an original, but all counterparts shall together constitute one instrument.



     c) This Amendment shall be governed by the laws of the State of New York, and shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns.



4









 





     d) The Borrower agrees to pay all reasonable costs and expenses, including legal fees and
disbursements, incurred by the Lender in connection with this Amendment and the transactions
contemplated hereby.



[Signature pages follow.]









5









 








     IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to
be a sealed instrument as of the date first above written.



BORROWER:




	/s/ Stephen Adams	 	 
	 

Name: Stephen Adams

	 	 
	 
	 	 
	Address for Notices:
	 	 
	 
	 
	 	 
	/s/ Stephen Adams 

Name: Stephen Adams Living Trust

	 	 






Adams January 15, 2009 Credit Agreement Amendment Signature Page





 









 








	 	 	 	 	 
	LENDER:
	 	 
	 
	 	 	 	 
	THOR INDUSTRIES, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/
Peter B. Orthwein	 	 
	Name:

	 	 
Peter
B. Orthwein
	 	 
	Title:
	 	Chairman	 	 






Adams January 15, 2009 Credit Agreement Amendment Signature Page