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EXHIBIT 10.1
AMENDMENT NO. 6 TO
CREDIT AGREEMENT
This Amendment
No. 6 (the “Amendment”) is entered into as of December
30, 2004, (the “Closing Date”), by and among Coachmen
Industries, Inc. (the “Borrower”), the undersigned
lenders (each a “Lender” and collectively, the
“Lenders”) and JPMorgan Chase Bank, N.A., as successor
to Bank One, Indiana, N.A., both as one of the Lenders and as
Administrative Agent (the “Agent”) on behalf of itself
and the other Lenders.
RECITALS:
WHEREAS, the
Borrower, the Agent and the Lenders are parties to that certain
Credit Agreement dated as of June 30, 2003, as amended;
and
WHEREAS,
Lenders and Borrower desire to amend the Credit Agreement as
provided hereby.
NOW, THEREFORE,
in consideration of the premises herein contained and for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
Section
1. Defined Terms.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed to such terms in the Credit
Agreement.
Section
2. Amendments. Effective on
the date of the effectiveness of this Amendment pursuant to
Section 4 below (the “Effective Date”),
the Credit Agreement shall be amended as set forth in this
Section 2.
2.1 Amendments to Definitions
.
(a)
The definition of “Advance” in Article I is amended in
its entirety to read as follows:
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“Advance” means a borrowing hereunder (i) made by
some or all of the Lenders on the same Borrowing Date, or (ii)
converted or continued by the Lenders on the same date of
conversion or continuation, consisting, in either case, of the
aggregate amount of the several Loans of the same type and, in the
case of Eurodollar Loans, for the same Interest Period. The term
“Advance” shall include Revolving Loans, Term Loans,
the Short Term Loan and Alternative Line Loans unless otherwise
expressly provided.
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(b)
The definition of “Alternative Line Commitment” added
to Article I through Amendment No. 6 to the Credit Agreement is
amended in its entirety to read as follows:
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“Alternative Line Commitment” means the obligation
of the Alternative Line Bank to make Alternative Line Loans up to a
maximum principal amount of $15,000,000 at any one time outstanding
through the earlier of the Closing Date referenced in the
introductory paragraph to this Amendment No. 6 to Credit Agreement
or December 31, 2004, after which the maximum principal amount
outstanding at any one time shall automatically reduce to
$5,000,000.
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(c)
The definition of “Facility Terminate Date” in Article
I is amended in its entirety to read as follows:
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“Facility Termination Date” means, except as
otherwise specified herein with respect to (i) a Term Loan and (ii)
the Short Term Loan, June 30, 2006 or any earlier date on which the
Aggregate Commitment is reduced to zero (other than amounts in
respect of Facility LCs, if any, then outstanding, provided that
Borrower shall have funded such amounts in cash in full into the
Facility LC Collateral Account as provided in Section 2.2 herein)
or otherwise terminated pursuant to the terms hereof.
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(d)
The definition of “Loan” in Article I is amended in its
entirety to read as follows:
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“Loan” means a Revolving Loan, a Term Loan, the
Short Term Loan, or an Alternative Line Loan.
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2.2 Additional Definitions
.
The following
definitions are added to Article I in the appropriate alphabetical
sequence:
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“Aggregate Short Term Loan Commitment” means the
aggregate of the Short Term Loan Commitments of all the Lenders.
The Aggregate Short Term Loan Commitment is Ten Million and no/100
Dollars ($10,000,000.00).
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“Short Term Loan” means a one-time Loan made
available to the Borrower by the Lenders pursuant to Section
2.22.
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“Short Term Loan Commitment” means, for each
Lender, the obligation of such Lender to make its Short Term Loan
pursuant to the terms and conditions of this Agreement, and which
shall not exceed the principal amount set forth on Schedule I to
this Agreement opposite its name thereon under the heading
“Short Term Loan Commitment”.
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2
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“Short Term Loan Pro Rata Share” means, with
respect to a Lender, a portion equal to a fraction, the numerator
of which is such Lender’s Short Term Loan Commitment and the
denominator of which is the Aggregate Short Term Loan
Commitment.
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“Short Term Loan Termination” means February 28,
2005.
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2.3 Amendment to Schedule I .
Schedule I to the Credit Agreement is
amended in its entirety to read as set forth in Attachment 1 to
this Amendment.
2.4 Amendment to Section 2.3
. Section 2.3 is amended in its
entirety to read as follows:
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2.3 Ratable
Loans . Each Advance hereunder (other than any Alternative Line
Loan) shall consist of either Revolving Loans made from the several
Lenders ratably according to their Revolving Loan Pro Rata Share or
Term Loans made from the several Lenders ratably according to their
Term Loan Pro Rata Share or the Short Term Loan made from the
several Lenders ratably according to their Short Term Loan Pro Rata
share.
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2.5 Amendment to Section 2.22
. A new Section 2.22 is added as
follows:
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2.22 Short
Term Loans . Each Lender severally and not jointly agrees, on
the terms and conditions set forth in this Paragraph and otherwise
in this Agreement, to make the Short Term Loan, in Dollars, to the
Borrower in an aggregate amount equal to such Lender’s Short
Term Loan Commitment. The Short Term Loan shall be disbursed in a
single draw on the Closing Date identified in the introductory
paragraph of this Amendment No. 6 to Credit Agreement and
coincident with the reduction of the maximum principal amount
outstanding under the Alternative Line Loan from $15,000,000 to
$5,000,000. The Short Term Loan will bear interest at the Prime
Rate. Borrower shall pay a fee in the amount of $5,000.00 to Agent
for the account of the Lenders ratably in accordance with their
respective Short Term Loan Pro Rata Share.
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(A) Repayment of the Short Term
Loan .
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(i)
The unpaid principal balance of the Short Term Loan, together with
all accrued and unpaid interest thereon, shall be repaid in a
single lump sum installment payable on the Short Term Loan
Termination Date, whereupon the Aggregate Short Term Loan
Commitment shall be permanently reduced to zero and no/100 Dollars
($0.00) and expire.
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2.6 Amendment to Section 6.1.8.2
. Section 6.18.2 is amended in its
entirety to read as follows:
6.18.2
Leverage Ratio .
3
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The Borrower
will not permit the ratio of (i) Consolidated Debt to (ii)
Consolidated EBITDA to be greater than (a) 3.0 to 1.0 at any time
during the period from the Effective Date of this Amendment No. 6
to Credit Agreement through the fiscal quarter period ending March
31, 2005; (b) 2.5 to 1.0 at any time thereafter through the fiscal
quarter period ending September 30, 2005 and (c) 2.0 to 1.0 at any
time and as to any fiscal quarter period thereafter.
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Section
3 . Representations and
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