EXHIBIT 99.2
AMENDMENT AGREEMENT
NO. 5
AMENDMENT AGREEMENT NO. 5, dated as of September 9, 2002 (this
"Amendment"), to the Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the RPA.
WHEREAS, the parties hereto desire to amend the RPA on the
terms and subject to the provisions hereof;
WHEREAS, the parties hereto desire to waive certain provisions
of the RPA on the terms and subject to the provisions hereof;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. Amendments to RPA.
1.1 Section 1.01 of the RPA is hereby amended by adding the
following definition in its proper alphabetical order:
"CHBC" means Champion Home Builders Co.
1.2 The definition of "Advance Rate" in Section 1.01 of the
RPA is hereby deleted and the following is inserted in its place:
"Advance Rate" means, as of any date of
determination (a) 78% if the following conditions shall be
satisfied as of such date of determination: (i) the Aggregate
Outstanding Balance of all Eligible Receivables in the
Receivables Pool that are secured by New Homes shall be
greater than or equal to 80% of the Aggregate Outstanding
Balance of all Eligible Receivables in the Receivables Pool,
(ii) the Aggregate Outstanding Balance of all Eligible
Receivables in the Receivables Pool secured by multi-wide
Manufactured Homes shall be greater than or equal to 70% of
the Aggregate Outstanding Balance of all Eligible Receivables
in the Receivables Pool and (iii) the Aggregate Outstanding
Balance
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of all Eligible Receivables in the Receivables Pool with
respect to which the related Manufactured Home is located in a
manufactured housing park shall be less than or equal to 40%
of the Aggregate Outstanding Balance of all Eligible
Receivables in the Receivables Pool and (b) 76.75% if the
following conditions shall be satisfied as of such date of
determination: (i) the Aggregate Outstanding Balance of all
Eligible Receivables in the Receivables Pool that are secured
by New Homes shall be greater than or equal to 75% of the
Aggregate Outstanding Balance of all Eligible Receivables in
the Receivables Pool, (ii) the Aggregate Outstanding Balance
of all Eligible Receivables in the Receivables Pool secured by
multi-wide Manufactured Homes shall be greater than or equal
to 65%, of the Aggregate Outstanding Balance of all Eligible
Receivables in the Receivables Pool and (iii) the Aggregate
Outstanding Balance of all Eligible Receivables in the
Receivables Pool with respect to which the related
Manufactured Home is located in a manufactured housing park
shall be less than or equal to 50%, of the Aggregate
Outstanding Balance of all Eligible Receivables in the
Receivables Pool; provided, however, if all of the conditions
set forth in the immediately-preceding clauses (a) and (b)
shall be satisfied as of such date of determination, then the
Advance Rate shall be 78%; provided, further, however, if the
Advance Rate shall not be 78% or 76.75% pursuant to the
foregoing on such date of determination, then the Advance Rate
shall be 76% on such date of determination; provided, further,
however, that, at all times after the Ratings have been
obtained from the Rating Agencies, the Advance Rate shall,
from time to time, be adjusted as necessary to maintain the
Ratings so obtained from the Rating Agencies.
1.3 Clause NINTH of Section 5.02(b) of the RPA is hereby
deleted and the following is inserted in its place:
NINTH, if the senior unsecured long-term
debt rating of the Parent or CHBC is downgraded below B- by
S&P (or if the Parent or CHBC is put on negative credit watch
by S&P at any time that such rating is at B-) or below B3 by
Moody's (or if the Parent or CHBC is put on negative credit
watch by Moody's at any time that such rating is at B3)(or if
such rating is withdrawn or cancelled by S&P or Moody's), to
the Agent's Account in payment of the Capital Investment until
such time as the Deemed Credit Enhancement Amount shall have
been paid in full;
1.4 Clause NINTH of Section 5.02(d) of the RPA is hereby
deleted and the following is inserted in its place:
NINTH, if the senior unsecured long-term
debt rating of the Parent or CHBC is downgraded below B- by
S&P (or if the Parent or CHBC is put on negative credit watch
by S&P at any time that such rating is at B-) or below B3 by
Moody's (or if the Parent or CHBC is put on negative credit
watch by Moody's at
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any time that such rating is at B3)(or if such rating is
withdrawn or cancelled by S&P or Moody's), to the Agent's
Account in payment of the Capital Investment until such time
as the Deemed Credit Enhancement Amount shall have been paid
in full;
1.5 Section 11.09(a) of the RPA is hereby amended by (i)
deleting the phrase "Each Servicer Party shall deliver to the Seller,
the Agent and each Rating Agency" appearing in the first line thereof
and inserting in its place the phrase "Each Servicer Party shall
deliver to the Seller and the Agent" and (ii) adding at the end thereof
the following sentence:
The Seller shall promptly deliver to each Rating Agency each
Officer's Certificate that it receives pursuant to this
Section 11.09(a).
1.6 Section 11.09(b) of the RPA is hereby amended by (i)
deleting the phrase "Each Servicer Party shall deliver to the Seller,
the Agent and each Rating Agency" appearing in the first line thereof
and inserting in its place the phrase "Each Servicer Party shall
deliver to the Seller and the Agent" and (ii) adding at the end thereof
the following sentence:
The Seller shall promptly deliver to each Rating Agency each
Officer's Certificate that it receives pursuant to this
Section 11.09(b).
1.7 The fourth line of Section 11.10(a) of the RPA is hereby
amended by (i) deleting the phrase "deliver to the Seller, the Agent
and each Rating Agency" therein and inserting in its place the phrase
"deliver to the Seller and the Agent" and (ii) adding at the end
thereof the following sentence:
The Seller shall promptly deliver to each Rating Agency each
Accountant's Report that it receives pursuant to this Section
11.10(a).
1.8 Clause (j) of Section 14.01 of the RPA is hereby deleted
and the following is inserted in its place:
(j) The Parent's or CHBC's long term public senior
unsecured debt securities shall (i) be rated less than B- by
S&P or B3 by Moody's or (ii) no longer be rated by both S&P
and Moody's; or
1.9 Section 17.06 of the RPA is hereby deleted and the
following is inserted in its place:
SECTION 17.06 No Proceedings. (a) Each of the Seller,
each Servicer Party, the Agent, each Investor, each Bank, each
assignee of a Receivable Interest or any interest therein and
each entity which enters into a commitment to Receivable
Interest or any interest therein and each entity which enters
into a commitment to
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purchase Receivable Interests or interests therein hereby
agrees that it will not institute against the Conduit any
proceeding of the type referred to in clause (a) of the
definition of Event of Bankruptcy so long as any commercial
paper or other senior indebtedness issued by Conduit shall be
outstanding or there shall not have elapsed one year plus one
day since the last day on which any such commercial paper or
other senior indebtedness shall have been outstanding.
(b) Each of the Seller and each Servicer Party hereby
agrees that it will not institute against the Seller or
HomePride SPV any proceeding of the type referred to in clause
(a) of the definition of Event of Bankruptcy so long as the
Seller or the Servicer owe any amounts hereunder or there
shall not have elapsed one year plus one day since the last
day on which any such amounts were owed.
SECTION 2. Waivers to Provisions of RPA.
2.1 The Agent hereby waives the Event of Default arising under
Section 14.03(j) of the RPA due to the Adjusted Consolidated Tangible
Net Worth being less than $305,000,000; provided, that, such waiver
shall be automatically revoked on the earlier of (i) any day that the
Adjusted Consolidated Tangible Net Worth shall be less than
$210,000,000 and (ii) September 30, 2002.
2.2 The Agent hereby waives the provisions of clause NINTH of
Section 5.02(b) and Section 5.02(d) of the RPA solely with respect to
Moody's having placed its "B3" unsecured long-term debt rating of the
Parent on negative credit watch during the period beginning August 8,
2002 and ending September 6, 2002.
SECTION 3. Conditions to Effectiveness. The amendments and waivers
contained in this Amendment shall become effective as of September 6, 2002 upon
the Agent's receipt of an executed counterpart of this Amendment duly executed
by each party thereto; provided, however, that the amendment set forth in
Section 1.2 hereof shall become effective on the date of the next Purchase
hereunder.
SECTION 4. Representations and Warranties. Each of the Seller and the
Servicer reaffirms and restates the representations and warranties set forth in
the RPA and any agreement, document or instrument related thereto, and certifies
that such representations and warranties are true and correct on the date hereof
with the same force and effect as if made on such date, except as they may
specifically refer to an earlier date, in which case they were true and correct
as of such date. In addition, the Seller and the Servicer each represents and
warrants (which representations and warranties shall survive the execution and
delivery hereof) that (a) after giving effect to this Amendment, no Termination
Event (nor any event that but for notice or lapse of time or both would
constitute an Termination Event) shall have occurred and be continuing as of the
date hereof nor shall any Termination Event (nor any event that but for
notice or lapse of time or both would constitute a Termination Event) occur due
to this Amendment becoming effective, (b) the Seller and the Servicer each has
the
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corporate power and authority to execute and deliver this Amendment and has
taken or caused to be taken all necessary corporate actions to authorize the
execution and delivery of this Amendment, and (c) no consent of any other person
(including, without limitation, shareholders or creditors of the Seller or the
Servicer), and no action of, or filing with any governmental or public body or
authority is required to authorize, or is otherwise required in connection with
the execution and performance of this Amendment other than such that have been
obtained.
SECTION 5. Reference to and Effect on the Documents.
5.1 On and after the date on which this Amendment becomes
effective pursuant to Section 2 of this Amendment, each reference in
the RPA to "this Agreement" shall refer to the RPA as amended hereby
and each reference in the RPA to "hereunder", "hereof", "herein", or
words of like import shall mean and be a reference to the RPA as
amended hereby. On and after the date on which this Amendment becomes
effective pursuant to Section 2 of this Amendment, each reference to
the RPA in any agreement, document or instrument related to the RPA
shall mean and be a reference to the RPA as amended hereby.
5.2 Except as expressly amended and waived above, the RPA
shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
5.3 The execution and delivery of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Investor, any Bank or the Agent under the RPA
nor constitute a waiver of any provision of the RPA.
SECTION 6. Governing Law. THIS AMENDMENT SHALL, IN ACCORDANCE WITH
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS
OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.
SECTION 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed an original and all
of which when taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
[Signature pages to follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
SELLER: GSS HOMEPRIDE CORP.
By: /s/ Frank B. Bilotta
---------------------------
Name: Frank B. Bilotta
Title: President
INVESTOR: GREENWICH FUNDING CORP.
By: Credit Suisse First Boston, New York Branch,
as its Attorney-In-Fact
By: /s/ Mark Lengel
--------------------------
Name: Mark Lengel
Title: Vice President
By: /s/ Joseph Soave
--------------------------
Name: Joseph Soave
Title: Vice President
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BANK: CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH
By: /s/ Anthony Giordano
--------------------------
Name: Anthony Giordano
Title: Director
By: /s/ Mark Golombeck
--------------------------
Name: Mark Golombeck
Title: Vice President
AGENT: CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH, AS AGENT
By: /s/ Anthony Giordano
--------------------------
Name: Anthony Giordano
Title: Director
By: /s/ Mark Golombeck
--------------------------
Name: Mark Golombeck
Title: Vice President
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SERVICER: HOMEPRIDE FINANCE CORP., AS SERVICER
By: /s/ John J. Collins, Jr.
--------------------------
Name: John J. Collins, Jr.
Title: V.P.
SUB-SERVICER: THE CIT GROUP/SALES FINANCING, INC.
By:
--------------------------
Name:
Title:
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