Item 1.01. Entry into a Material Definitive Agreement.
On October 9, 2009, Champion Enterprises, Inc. (the "Company") and Champion Home
Builders Co. ("Champion Homes"), a wholly-owned subsidiary of the Company, and
certain additional subsidiaries of the Company entered into a waiver and
forbearance agreement (the "Forbearance Agreement") relating to the Amended and
Restated Credit Agreement among the Company, Champion Homes, Credit Suisse,
Cayman Islands Branch ("Credit Suisse"), as Administrative Agent, and the
lenders party thereto (the "Lenders"), dated as of April 7, 2006, as amended
(the "Credit Agreement").
Pursuant to the Forbearance Agreement, the Lenders have agreed to forbear from
taking certain actions as a result of the Company's failure to pay principal
installments under the Credit Agreement in the amount of $1,500,000, that were
payable on or about September 30, 2009, and interest and fee payments in the
amount of approximately $1,918,872, that were payable on or about October 5,
2009. Moreover, the Forbearance Agreement provides waivers of certain financial
covenants as of the end of the Company's 2nd and 3rd quarters of 2009. Pursuant
to the terms of the Forbearance Agreement, the Lenders have agreed to forbear
from accelerating the maturity of the loans outstanding under the Credit
Agreement and from exercising other remedies under the Credit Agreement until
October 30, 2009. However, the Forbearance Agreement is subject to termination
prior to such date upon the occurrence of certain triggering events described in
the Forbearance Agreement. The foregoing description does not purport to be
complete and is qualified in its entirety by reference to the text of the
Forbearance Agreement, which is attached as Exhibit 10.1 to this Current Report
and is incorporated into this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number
10.1 Waiver and Forbearance Agreement.