exv10w1



 











Exhibit
10.1




Amendment to Credit Agreement



This agreement is dated as of October 25, 2005, by and between Cavco Industries, Inc. (the
“Borrower”) and JPMorgan Chase Bank, N.A. (the “Bank”), and its successors and assigns. The
provisions of this agreement are effective on the date that this agreement has been executed by all
of the signers and delivered to the Bank (the “Effective Date”).



WHEREAS, the Borrower and the Bank entered into a credit agreement dated September 17, 2003,
as amended (if applicable) (the “Credit Agreement”); and



WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit Agreement as set
forth below;



NOW, THEREFORE, in mutual consideration of the agreements contained herein and for other good and
valuable consideration, the parties agree as follows:





	1.	 	DEFINED TERMS. Capitalized terms not defined herein shall have the meaning ascribed in the
Credit Agreement.
	 
	2.	 	MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as follows:






2.1 From and after the Effective Date, the provisions in the Credit Agreement under Section
5.2 captioned “I. Investments.” and “J. Leverage Ratio.” are hereby deleted.





2.2 From and after the Effective Date, the provision in the Credit Agreement under Section
5.2 captioned “M. Fixed Charge Coverage Ratio.” is hereby amended and restated to read as
follows:




M. Fixed Charge Coverage Ratio. Permit as of each fiscal quarter end, its ratio of
net income before taxes, plus amortization, depreciation, interest expense, rent and
operating lease payments minus any Distributions, for the twelve month period then
ending to prior period current maturities of long term debt and capital leases,
interest expense, taxes, rent and operating lease payments for the same such period
to be less than 1.25 to 1.00.




2.3 From and after the Effective Date, the provision in the Credit Agreement under Section
5.3 captioned “A. Acquisitions.” is hereby amended and restated to read as follows:




     A. Acquisitions. Purchase or acquire any securities, limited liability company
interest or partnership interest (or warrants or other options or rights to acquire the
same) of, or make any loans or advances to, any person, firm, limited liability company,
partnership or corporation, except for a purchase, acquisition, loan or advance, where the
Borrower has provided to the Bank pro forma statements demonstrating to the Bank that such
purchase, acquisition, loan or advance will not result in the Borrower being out of
compliance with any financial or other covenant contained herein.




	3.	 	RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and the Credit
Agreement shall remain in full force and effect as modified herein.






	4.	 	BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that (a) the
representations and warranties contained in the Credit Agreement are true and correct in all
material respects as of the date of this agreement, (b) no condition, act or event which could
constitute an event of default under the Credit Agreement or any promissory note or credit
facility executed in reference to the Credit Agreement exists, and (c) no condition, event,
act or omission has occurred, which, with the giving of notice or passage of time, would
constitute an event of default under the Credit Agreement or any promissory note or credit
facility executed in reference to the Credit Agreement.






	5.	 	FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket disbursements
incurred by the Bank in connection with this agreement, including legal fees incurred by the
Bank in the preparation, consummation, administration and enforcement of this agreement.






	6.	 	EXECUTION AND DELIVERY. This agreement shall become effective only after it is fully executed
by the Borrower and the Bank, and the Bank shall have received from the Borrower the following
documents: Note Modification Agreement.






	7.	 	ACKNOWLEDGEMENTS OF BORROWER. The Borrower acknowledges that as of the date of this agreement
it has no offsets with respect to all amounts owed by the Borrower to the Bank arising under
or related to the Credit Agreement on or prior to the date of this agreement. The Borrower
fully, finally and forever releases and discharges the Bank and its successors, assigns,
directors, officers, employees, agents and representatives from any and all claims, causes of
action, debts




 









 












and liabilities, of whatever kind or nature, in law or in equity, of the
Borrower, whether now known or unknown to the Borrower, which may have arisen in connection
with the Credit Agreement or the actions or omissions of the Bank related to the Credit
Agreement on or prior to the date hereof. The Borrower acknowledges and agrees that this
agreement is limited to the terms outlined above, and shall not be construed as an agreement
to change any other terms or provisions of the Credit Agreement. This agreement shall not
establish a course of dealing or be construed as evidence of any willingness on the Bank’s
part to grant other or future agreements, should any be requested.




	8.	 	NOT A NOVATION. This agreement is a modification only and not a novation. Except for the
above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements,
reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements,
assignments, guaranties, instruments or documents executed in connection with the Credit
Agreement, and all the terms and conditions thereof, shall be and remain in full force and
effect with the changes herein deemed to be incorporated therein. This agreement is to be
considered attached to the Credit Agreement and made a part thereof. This agreement shall not
release or affect the liability of any guarantor of any promissory note or credit facility
executed in reference to the Credit Agreement or release any owner of collateral granted as
security for the Credit Agreement. The validity, priority and enforceability of the Credit
Agreement shall not be impaired hereby. To the extent that any provision of this agreement
conflicts with any term or condition set forth in the Credit Agreement, or any document
executed in conjunction therewith, the provisions of this agreement shall supersede and
control. The Bank expressly reserves all rights against all parties to the Credit Agreement.





	 	 	 	 	 	 	 
	 	 	Borrower:	 	 
	 
	 	 	 	 	 	 
	 	 	Cavco Industries, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Urness	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	     Daniel Urness                Interim CFO	 	 
	 	 	 	 	 
	 	 	   Printed Name                                      Title	 	 
	 
	 	 	 	 	 	 
	 	 	Date Signed: 10/25/05	 	 
	 
	 	 	 	 	 	 
	 	 	Bank:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven J. Krakoski	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	     Steven J. Krakoski                Senior Vice President	 	 
	 	 	 	 	 
	 	 	   Printed Name                                      Title	 	 
	 
	 	 	 	 	 	 
	 	 	Date Signed: 10/25/05