Exhibit 10.4








                            ASSUMPTION AGREEMENT AND
                      SECOND AMENDMENT TO CREDIT AGREEMENT






                                      among

                         CHAMPION TRAILER COMPANY, L.P.,

                             CHAMPION TRAILER, INC.

                                       and

                             BANK ONE, INDIANA, N.A.








                            Dated as of June 18, 2001


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                              ASSUMPTION AGREEMENT
                                       AND
                      SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS ASSUMPTION  AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT,  dated
as of June 18,  2001,  is by and  among  CHAMPION  TRAILER  COMPANY,  L.P.  (the
"Company"),  CHAMPION TRAILER,  INC. (the "New Borrower") and BANK ONE, INDIANA,
N.A. ("Bank"). The parties agree as follows:

                                   WITNESSETH:

     WHEREAS,  as of May 2, 2000,  the Company and Bank  entered  into a certain
Credit  Agreement,  as amended December 31, 2000 (as amended,  the "Agreement"),
pursuant to which Bank has  established  certain  secured  credit  facilities in
favor of the Company;

     WHEREAS,  the Company  proposes  to enter into a  corporate  reorganization
pursuant to which all of its assets encumbered by the Loan Documents (as defined
in the Agreement) will be transferred to the New Borrower;

     WHEREAS,   the  New  Borrower  desires  to  assume  all  of  the  Company's
obligations under the Loan Documents to Bank;

     WHEREAS,  the  Company has  requested  that Bank  consent to its  corporate
reorganization and the assumption by the New Borrower of the Obligations;

     WHEREAS,  the Company and the New Borrower have further requested that Bank
consent to a transfer  following  the  proposed  corporate  reorganization  to a
transfer  of  all  the  outstanding   shares  of  the  New  Borrower  to  Danzer
Corporation; and

     WHEREAS,  Bank is willing to give such consents subject to the terms herein
and subject to the amendment of the Agreement as herein provided;

     NOW, THEREFORE,  in consideration of the premises,  and the mutual promises
herein  contained,  the parties agree that the Agreement shall be, and it hereby
is, amended as provided herein and the parties further agree as follows:

                         PART I. CONSENT AND ASSUMPTION

     Notwithstanding  anything  contained to the contrary in the Loan Documents,
subject to  satisfaction of Part VI of this Second  Amendment,  Bank consents to
the  Company's  corporate  reorganization  pursuant  to which the  Company  will
transfer  all of its  property  to the New  Borrower,  subject  to Bank's  liens
created under the Loan Documents.



<PAGE>



     The New  Borrower  hereby  assumes and agrees to perform and satisfy all of
the  obligations,  responsibilities  and  liabilities  of the Company  under and
pursuant to the Loan  Documents  (whether  now  existing or  hereafter  arising,
whether fixed or contingent,  whether liquidated or unliquidated,  whether known
or unknown,  and whether matured or unmatured) and agrees to pay or perform when
due each and every representation,  warranty, covenant, condition,  indemnity or
other  undertaking  of the Company  under the Main  Documents.  The New Borrower
acknowledges and affirms the existence and validity of the Obligations, and that
Bank has a valid and perfected  first security  interest in and to the Property,
subject to the Permitted Encumbrances.  Nothing herein is intended to affect the
validity  or priority  of such  liens,  which  shall  continue to secure the New
Borrower's full and faithful  repayment and performance of the Obligations under
the Loan Documents.

     From and. after the date of this Second Amendment,  subject to satisfaction
of Part VI of this Second  Amendment,  the Company  shall cease to be a party to
the Agreement.

                               PART II. AMENDATORY

                             Section 1. Definitions

     1.1. Defined Terms

     Section  1.1 of  the  Agreement  is  hereby  amended  by  substituting  the
following definition in lieu of the like existing definition:

     "Borrower" means Champion Trailer, Inc., an Indiana corporation.

                                Section 2. Credit

     2.3. Payments of Principal and Interest.

               2.3.1. Facility 1 Line of Credit.  Section 2.3.1 of the Agreement
          is hereby amended by  substituting  "January 1, 2002" in lieu of "July
          1, 2001" in the last line thereof.

                              Section 5. Covenants

     5.1. Negative Covenants.

               5.1.4.  Purchase  Partnership  Interests  Section  5.1.4  of  the
          Agreement  is  hereby  amended  by  substituting   the  following  new
          subsection 5.1.4 in lieu of the existing subsection 5.1.4:

               5.1.4.  Purchase  Stock  Purchase,  redeem,  retire or  otherwise
          acquire any outstanding shares of its capital stock.

               5.1.15. Dividends/Distributions.  Section 5.1.15 of the Agreement
          is hereby amended by substituting the following new subsection  5.1.15
          in lieu of the existing subsection 5.1.15:

               5.1.15.  Dividends/Distributions.  Declare or pay any dividend or
          make any distribution on account of Stock, in cash or other property.

     5.2. Affirmative Covenants.  Section 5.2 of the Agreement is hereby amended
by substituting the following new subsections 5.2.15,  5.2.16 and 5.2.17 in lieu
of the existing subsections 5.2.15, 5.2.16 and 5.2.17, respectively:

          5.2.15.  Adjusted Net Worth.  Maintain its Net Worth plus Subordinated
     Debt at not less than Two Million Dollars ($2,000,000) at all times.

          5.2.16.  Cash Flow Coverage Ratio.  Achieve a Cash Flow Coverage Ratio
     of not less than 1.0 to 1.0 as of  December  31, 2001 and as of each fiscal
     year end thereafter.

          5.2.17.  Total  Liabilities to Net Worth Ratio.  Maintain its ratio of
     Total Liabilities minus  Subordinated Debt to Net Worth of not greater than
     2.25 to 1.0 as of June 30, 2001 and as of each fiscal month end thereafter.

                               Section 7. Default

     Section  7(j) of the  Agreement  is  hereby  amended  by  substituting  the
following new paragraph 7(j) in lieu of the existing paragraph 7(j):

     (j)  other than a transfer to Danzer  Corporation,  if any  shareholder  of
          Borrower sells, assigns, pledges,  hypothecates or otherwise transfers
          its or his  shareholder  interest  in  Borrower  without  the  written
          consent of Borrower.

                                PART III. WAIVER

     Bank hereby waives (a) for Borrower' s fiscal periods  ending  December 31,
2000,  January 31, 2001,  February 28, 2001,  March  31,2001 and April  30,2001,
compliance  by Borrower  with the  provisions  of Section  5.2.15  (Adjusted Net
Worth) with the Agreement,  (b) for Borrower's fiscal period ending December 31,
2000,  compliance by Borrower with the  provisions of Section  5.2.16 (Cash Flow
Coverage  Ratio) of the  Agreement,  (c) for  Borrower's  fiscal  periods ending
December 31, 2000 and March 31, 2001, compliance by Borrower with the provisions
of Section  5.2.17  (Funded  Debt Ratio) of the  Agreement,  (d) the time period
required by Section  5.2.1(a) of the  Agreement  for  delivery of the  financial
statements  for the fiscal year ending  December 31,  2000,  (e) the time period
required by Section  5.2.1(b) of the  Agreement  for  delivery of the  financial
statements for the months ending January 31, 2001,  February 28, 2001, March 31,
2001 and April 30, 2001, and (f) the time period required by Section 5.2.1(h) of
the  Agreement  for  delivery  of the  personal  financial  statements  for  the
Guarantors for the calendar year ending  December 31, 2000. This waiver shall be
in force and effect solely for the referenced  periods,  unless otherwise agreed
by Bank in the exercise of its sole discretion.

                                PART IV. EXHIBITS

     The Agreement is hereby amended by substituting Exhibit A hereto in lieu of
Exhibit A to the Agreement.

                            PART V. CONTINUING EFFECT

     All other terms,  conditions,  representations,  warranties  and  covenants
contained  in the  Agreement  shall  remain the same and shall  continue in full
force and effect. In consideration hereof, Borrower represents and warrants that
each representation and warranty set forth in the Agreement,  as hereby amended,
remains true and correct as of the date  hereof,  except to the extent that such
representation  and warranty is expressly intended to apply solely to an earlier
date and that there presently  exists no offsets,  counterclaims  or defenses to
the performance of the Obligations (such offsets,  counterclaims or defenses, if
any,  being  hereby  expressly  waived),  nor has there  occurred any Default or
Unmatured Default  thereunder,  and no Default or Unmatured Default after giving
effect to the  transactions  contemplated  or  otherwise  covered by this Second
Amendment, is or shall be occasioned thereby. The representations and warranties
contained in the Agreement  originally  shall  survive this Second  Amendment in
their original form,  except as expressly herein modified,  and shall survive as
continuing  representations  and  warranties  of  Borrower.  Except as expressly
herein  provided,  the Agreement and this Second Amendment shall be interpreted,
wherever possible,  in a manner consistent with one another, but in the event of
any  irreconcilable  inconsistency,  this Second  Amendment  shall control.  The
parties each hereby agree to cooperate in all reasonable  requests of each other
party  hereto,  including,   without  limitation,  the  execution  of  financing
statements and other  documents,  which the requesting  party deems  reasonable,
necessary,  appropriate  or  expedient  to carry out the intents and purposes of
this Second Amendment. Capitalized terms used herein and not specifically herein
defined shall have the meanings ascribed in the Agreement.

                          PART VI. CONDITIONS PRECEDENT

     Notwithstanding   anything  contained  in  this  Second  Amendment  to  the
contrary,  Bank shall have no obligation  under this Second Amendment until each
of the following conditions precedent have been fulfilled to the satisfaction of
Bank:

     (a) Each of the  representations  and  warranties set forth in Section 4 of
     the  Agreement  shall  be and  remain  true  and  correct  in all  material
     respects,  except to the extent any such representation or warranty relates
     solely  to an  earlier  date and  except  changes  reflecting  transactions
     permitted by the Agreement;

     (b) No Default shall have occurred and be continuing;

     (c) Bank shall have received each of the  following,  in form and substance
     satisfactory to Bank:

          (i) the Loan  Documents,  as  amended,  and such other  documents  and
          financing  statements  as required by Bank,  duly executed in the form
          approved by Bank;

          (ii) a duly  executed  certificate  of the  Secretary or any Assistant
          Secretary  of  Borrower  (A)  certifying  as  to  attached  copies  of
          Resolutions  of the Board of  Directors  of Borrower  authorizing  the
          execution, delivery and performance of the Loan Documents, as amended,
          and any other documents provided for in this Second Amendment to which
          Borrower  is a party,  (B)  certifying  the  names of the  officer  or
          officers  authorized to sign,  respectively,  the Loan  Documents,  as
          amended, and any other documents provided for in this Second Amendment
          to which  Borrower  is a party,  and  containing  a sample of the true
          signature of each such  officer,  and (C)  certifying  as complete and
          correct as to attached  copies of the  Articles of  incorporation  and
          By-Laws of Borrower;

          (iii)  Replacement   Limited  Continuing   Guaranties,   in  the  form
          prescribed by Bank,  shall have been executed and delivered by each of
          the Guarantors to Bank;

          (iv) a favorable  written opinion of counsel to Borrower,  dated as of
          the date of this Second  Amendment,  in form and scope  acceptable  to
          Bank;

          (v) the documents  governing  and  effecting  the  Company's  proposed
          corporate reorganization;

          (vi) a $1,000 waiver/amendment fee shall have been paid to Bank;

          (vii) a reaffirmation, in the form prescribed by Bank, shall have been
          executed  and  delivered  by  Markpoint   Equity  Growth  Fund,  J.V.,
          reaffirming its obligations under its Subordination Agreement;

          (viii) a Subordination Agreement in the form prescribed by Bank, shall
          have been executed and delivered by Obsidian Capital Partners, LP with
          respect to $1,145,845.83 of Subordinated Debt;

          (ix) all reasonable expenses of Bank,  including,  without limitation,
          attorneys' fees, shall have been reimbursed by Borrower; and

     (d) All legal matters incident to this Second Amendment shall be reasonably
     satisfactory to Bank and its counsel.

     IN WITNESS WHEREOF, the Company,  Borrower and Bank have caused this Second
Amendment to be executed by their respective  officers duly authorized as of the
date first above written.


                                    "COMPANY"

                                    CHAMPION TRAILER COMPANY, L.P.
                                    By: Durham Whitesell & Associates, LLC


                                    By: _______________________________

                                    Its: ________________________________


                                    "BORROWER"

                                    CHAMPION TRAILER, INC.


                                    By: _______________________________

                                    Its: _______________________________

                                    "BANK"

                                    BANK ONE, INDIANA, N.A.


                                    By: _______________________________

                                    Title: _______________________________