{"id":43287,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-champion-motor-coach-inc-and-thor.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-champion-motor-coach-inc-and-thor","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-champion-motor-coach-inc-and-thor.html","title":{"rendered":"Asset Purchase Agreement &#8211; Champion Motor Coach Inc. and Thor Industries Inc."},"content":{"rendered":"<pre>                                                                  Execution Copy\n\n\n\n\n\n\n                            ASSET PURCHASE AGREEMENT\n\n                                 by and between\n\n                           CHAMPION MOTOR COACH, INC.\n                             a Michigan corporation,\n\n\n                                       and\n\n                              THOR INDUSTRIES, INC.\n                             a Delaware corporation,\n\n\n\n\n\n                            Dated: December 23, 1997\n\n\n\n\n\n                                                              Page 6 of 44 Pages\n\n                            ASSET PURCHASE AGREEMENT\n\n                                TABLE OF CONTENTS\n                                -----------------\n\n                                                                            Page\n                                                                            ----\n\nARTICLE 1.           SALE OF PURCHASED ASSETS; PURCHASE PRICE; CLOSING.....  1\n\n         1.1.        Purchase and Sale of Assets...........................  1\n         1.2.        Purchased Assets; Excluded Assets.....................  1\n         1.3.        Liabilities of Seller.................................  4\n         1.4.        Purchase Price; Allocation............................  6\n         1.5.        Closing...............................................  9\n         1.6.        Further Assurances, Post-Closing Cooperation..........  9\n\nARTICLE 2.           REPRESENTATIONS AND WARRANTIES OF SELLER.............. 10\n         2.1.        Corporate Existence................................... 10\n         2.2.        Authority............................................. 10\n         2.3.        Consents and Approvals; No Violation.................. 10\n         2.4.        Legal Proceedings..................................... 10\n         2.5.        Tax Matters........................................... 11\n         2.6.        Title to Property..................................... 11\n         2.7.        Brokers............................................... 11\n         2.8.        Financial Statement................................... 11\n         2.9.        Contracts and Commitments............................. 11\n         2.10.       Real Property......................................... 12\n         2.11.       Litigation............................................ 12\n         2.12.       Compliance with Laws.................................. 12\n         2.13.       Inventory............................................. 12\n         2.14.       Employees............................................. 12\n         2.15.       Product Liability..................................... 13\n         2.16.       Warranties and Service Practices...................... 14\n\nARTICLE 3.           REPRESENTATIONS AND WARRANTIES OF PURCHASER........... 14\n\n         3.1.        Corporate Existence................................... 14\n         3.2.        Authority............................................. 14\n         3.3.        No Conflicts.......................................... 14\n         3.4.        Legal Proceeding...................................... 14\n         3.5.        Brokers............................................... 15\n         3.6.        Due Diligence......................................... 15\n\n\n                                       -i-\n\n\n                                                              Page 7 of 44 Pages\n\n                                                                            Page\n                                                                            ----\n\nARTICLE 4.           COVENANTS OF SELLER................................... 15\n\n         4.1.        HSR Act............................................... 15\n         4.2.        Fulfillment of Conditions............................. 15\n         4.3.        Conduct of Business................................... 15\n         4.4.        Non-Competition Agreements............................ 16\n         4.5.        License Agreement..................................... 16\n         4.6.        Access to Information................................. 16\n\nARTICLE 5.           COVENANTS OF PURCHASER................................ 16\n\n         5.1.        HSR Act............................................... 16\n         5.2.        Fulfillment of Conditions............................. 16\n         5.3.        Payment and Performance Bonds; Third Party Releases... 16\n\nARTICLE 6.           CONDITIONS TO OBLIGATIONS OF PURCHASER................ 17\n\n         6.1.        Representations and Warranties........................ 17\n         6.2.        Performance........................................... 17\n         6.3.        Officers' Certificate................................. 17\n         6.4.        HSR Act............................................... 17\n         6.5.        MESC Contribution Liability........................... 17\n         6.6.        Deliveries............................................ 17\n         6.7.        Title Insurance....................................... 17\n         6.8.        No Material Adverse Effect............................ 17\n         6.9.        Consent............................................... 18\n\nARTICLE 7.           CONDITIONS TO OBLIGATIONS OF SELLER................... 18\n\n         7.1.        Representations and Warranties........................ 18\n         7.2.        Performance........................................... 18\n         7.3.        Officers' Certificate................................. 18\n         7.4.        HSR Act............................................... 18\n         7.6.        Consent............................................... 18\n\nARTICLE 8.           EMPLOYEE MATTERS...................................... 19\n\n         8.1.        Employees of the Business; Termination................ 19\n         8.2.        Employment Claims..................................... 19\n         8.3.        Worker's Compensation Claims and Worker's \n                     Occupational Diseases Claim........................... 20\n         8.4.        Severance............................................. 20\n         8.5.        Other Agreements, Plans, Understandings and \n                     Practice.............................................. 20\n         8.6.        Termination or Layoffs................................ 20\n\n\n                                      -ii-\n\n\n\n                                                              Page 8 of 44 Pages\n\n                                                                            Page\n                                                                            ----\nARTICLE 9.           TERMINATION OF AGREEMENT.............................. 21\n\n         9.1.        Events of Termination................................. 21\n         9.2.        Effect of Termination................................. 21\n\nARTICLE 10.          SURVIVAL; NO OTHER REPRESENTATIONS;\n                     INDEMNIFICATION....................................... 21\n\n         10.1.       Survival.............................................. 21\n         10.2.       Indemnification....................................... 22\n         10.3.       Limitations on Seller's Indemnification............... 22\n         10.4.       Notice of Indemnification Claim....................... 22\n         10.5.       Third Party Claims.................................... 22\n         10.6.       Other Indemnification Claims.......................... 23\n         10.7.       Reimbursement......................................... 23\n         10.8.       No Other Representations; Limitations on Breach of \n                     Representations and Warranties........................ 24\n         10.9.       Limited Guaranty...................................... 24\n\nARTICLE 11.          DEFINITIONS........................................... 24\n\n         11.1.       Definitions........................................... 24\n\nARTICLE 12.          MISCELLANEOUS......................................... 29\n\n         12.1.       Notices............................................... 29\n         12.2.       Bulk Sales Act........................................ 30\n         12.3.       Entire Agreement...................................... 30\n         12.4.       Expenses.............................................. 30\n         12.5.       Waiver................................................ 30\n         12.6.       Amendment............................................. 30\n         12.7.       No Third Party Beneficiary............................ 30\n         12.8.       No Assignment Binding Effect.......................... 31\n         12.9.       Heading............................................... 31\n         12.10.      Invalid Provisions.................................... 31\n         12.11.      Governing Law......................................... 31\n         12.12.      Schedules and Exhibits................................ 31\n         12.13.      Counterparts.......................................... 31\n         12.14.      Public Announcements: Confidentiality................. 31\n         12.15.      Name of Seller........................................ 32\n\n\n\n\n                                      -iii-\n\n\n\n                                                              Page 9 of 44 Pages\n\n                                    SCHEDULES\n                                    ---------\n\n                                                                         Page\n                                                                         ----\n\nSchedule 1.2(a)(iv)                                                        2\nSchedule 1.2(a)(v)                                                         2\nSchedule 1.2(a)(vi)                                                        2\nSchedule 1.3(a)(v)                                                         5\nSchedule 1.4(e)                                                            8\nSchedule 2.3                                                               10\nSchedule 2.4                                                               10\nSchedule 2.6                                                               11\nSchedule 2.11                                                              12\nSchedule 2.14(a)                                                           13\nSchedule 2.14(b)                                                           13\nSchedule 2.14(c)                                                           13\nSchedule 2.16                                                              14\nSchedule 5.3                                                               16\nSchedule 6.9                                                               18\nSchedule 8.4                                                               20\nSchedule 11.1(a)-1                                                         27\nSchedule 11.1(a)-2                                                         27\n\n\n\n                                    EXHIBITS\n\n                                                                          Page\n                                                                          ----\nExhibit 1.5(a)                                                             9\nExhibit 1.5(b)                                                             9\nExhibit 1.5(c)                                                             9\nExhibit 2.8                                                                11\nExhibit 4.4                                                                16\nExhibit 4.5                                                                16\nExhibit 6.3                                                                17\nExhibit 7.3                                                                18\nExhibit 10.9                                                               24\n\n\n                                       iv\n\n\n                                                             Page 10 of 44 Pages\n\n                                                                  Execution Copy\n\n\n\n                            ASSET PURCHASE AGREEMENT\n                            -------------------------\n\n\n          THIS ASSET PURCHASE AGREEMENT (this  \"Agreement\"),  dated December 23,\n1997,  is made and entered into by and between  CHAMPION  MOTOR  COACH,  INC., a\nMichigan  corporation  (\"Seller\"),   and  THOR  INDUSTRIES,   INC.,  a  Delaware\ncorporation (\"Purchaser\").\n\n                                   WITNESSETH:\n                                   -----------\n\n          WHEREAS,   Seller  is   engaged   in  the   business   of   designing,\nmanufacturing, marketing and selling mid-size buses (the \"Business\"); and\n\n          WHEREAS, Seller desires to sell, transfer and assign to Purchaser, and\nPurchaser desires to purchase and acquire from Seller, the Business, and certain\nof the assets,  properties and rights of the Business,  subject to the terms and\nconditions set forth in this Agreement.\n\n          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and\nagreements set forth herein, and for other good and valuable consideration,  the\nreceipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto\nagree as follows:\n\n\n                                   ARTICLE 1.\n\n                            SALE OF PURCHASED ASSETS;\n                            -------------------------\n                             PURCHASE PRICE; CLOSING\n                             -----------------------\n \n          1.1. Purchase and Sale of Assets.  At the Closing,  Seller shall sell,\n               ---------------------------\ntransfer,  convey, assign and deliver to the Purchaser,  and the Purchaser shall\npurchase,  pay for, accept, assume and receive the Purchased Assets described in\nSection 1.2(a)  hereof,  on and subject to the terms and conditions set forth in\nthis Agreement.\n\n          1.2. Purchased Assets; Excluded Assets.\n               ---------------------------------\n\n          (a)  Purchased  Assets.  The assets  and  properties  to be  purchased\n               -----------------\nhereunder  by  Purchaser  shall mean and  include,  as they exist on the Closing\nDate,  all of the  Business and goodwill of the Seller and all of the assets and\nproperties  (other than the Excluded  Assets)  owned by,  leased to or otherwise\nused  by the  Seller  in  the  conduct  of the  Business,  whether  tangible  or\nintangible,  wherever located (the \"Purchased Assets\"), it being understood that\nthe Purchased Assets include,  and as of the Closing Date shall include,  all of\nthe assets  necessary  for the conduct by Buyer of the Business as it is now and\non the Closing  Date shall be  conducted  by the Seller.  Without  limiting  the\ngenerality of the foregoing, the Purchased Assets shall include:\n\n\n\n\n                                                             Page 11 of 44 Pages\n\n\n               (i)  Accounts Receivable. All trade and other accounts receivable\n                    -------------------\nand prepaid expenses of the Business (collectively, the \"Accounts Receivable\");\n\n               (ii) Inventory.  All inventories,  including Seller's interest in\n                    ---------\nconsignment  inventory,  of  raw  materials,  work-in-process,  finished  goods,\nsupplies, parts, packaging materials and other accessories related thereto which\nare used or held for use by Seller in the conduct of the Business (collectively,\nthe \"Inventory\"), but not the Excluded Inventory as hereafter defined;\n\n               (iii)Intellectual  Property.  All Intellectual  Property, but not\n                    ----------------------\nthe Excluded Intellectual Property as hereafter defined;\n\n               (iv) Tangible  Personal   Property.   All  furniture,   fixtures,\n                    -----------------------------\nmachinery and equipment and other  tangible  personal  property  (other than the\nInventory,  personal  effects  and the  personal  property  listed  on  Schedule\n                                                                        --------\n1.2(a)(iv) attached hereto), wherever located, used or held for use primarily in\n----------\nthe conduct of the Business,  whether or not  capitalized  on the Seller's books\n(collectively, the \"Tangible Personal Property\");\n\n               (v)  Contracts and  Commitments.  The full benefit of (i) any and\n                    --------------------------\nall purchase  orders  placed with,  and accepted by, the Seller on, or prior to,\nthe Closing Date, and which have not been completely performed, or filled, prior\nto the Closing Date, and any and all quotations,  bids or requests for proposals\nsubmitted by the Seller to any other  person,  covering  the  purchase  from the\nSeller of products to be supplied by the Seller,  or covering  the  rendition by\nthe  Seller of  service  on  products  supplied  by the  Seller  (excluding  all\ndeposits,  progress  payments  and  credits)  and listed on  Schedule  1.2(a)(v)\n                                                             -------------------\nhereto;  (ii) the purchase orders  (including but not limited to purchase orders\nfor goods on  consignment)  placed by the Seller prior to the Closing Date which\nhave not been  completely  performed  prior to the Closing  Date,  covering  the\npurchase by the Seller of supplies, materials or services and listed in Schedule\n1.2(a)(v)  hereto;  (iii) the  leases of real and  personal  property  and other\nagreements  listed in Schedule  1.2(a)(v)  hereto;  (iv) all agreements (if any)\n                      -------------------               \nwith  dealers  and  distributors  of  Seller's  products  as listed in  Schedule\n                                                                        --------\n1.2(a)(v); and (v) all other purchase orders,  quotations,  bids or requests for\n---------\nproposals as  described  in (i) or (ii) above placed by or with Seller  covering\nthe payment or receipt by the Seller each in the amount of Ten Thousand  Dollars\n($10,000) or less,  and all other leases of real and personal  property  wherein\nthe annual rental payable with regard to any such lease is Ten Thousand  Dollars\n($10,000)  or  less  (the  items   described  in  (i)  through  (v)  above  are,\ncollectively, the \"Contracts and Commitments\");\n\n               (vi) Real  Property.  The Real  Property as set forth on Schedule\n                    --------------                                      --------\n1.2(a)(vi) attached hereto;\n----------\n\n               (vii)All  transferable   local,  state  and  federal  franchises,\nlicenses, bonds, permits and similar items pertaining to the Business and\/or the\nPurchased Assets;\n\n               (viii) Other Assets.  The customer  lists and supplier  lists (if\n                      ------------   \nany)  relating  to the  Business  and  blueprints  (if  any)  applicable  to the\nInventory;  all rights under express or implied  warranties from  manufacturers,\nvendors and suppliers (to the extent assignable);\n\n\n                                       -2-\n\n\n\n                                                             Page 12 of 44 Pages\n\n\n               (ix) All shop reports, drawings, imprints,  blueprints,  computer\nsoftware,  including,  but not limited to, design software,  and engineering and\ndesign  information  used or held for use by the  Seller in the  conduct  of the\nBusiness;\n\n               (x)  All supplies and sundry  items,  including,  but not limited\nto, telephone numbers,  keys and lock combinations,  customer records, and books\nand records of, or relating to and  material to the  operation  of the  Business\n(including all customer files,  supplier  records,  purchase  orders,  invoices,\ncustomer  lists,   warranty   information  and  records   relating  to  accounts\nreceivable) and the assets acquired and any obligations assumed pursuant hereto;\nand\n\n               (xi) All personnel  records and payroll records for all employees\nemployed  by the Seller as of the Closing  Date who are  retained or employed by\nPurchaser.\n\n          (b)  Excluded  Assets.  Notwithstanding  anything  contained  in  this\n               ----------------\nAgreement to the contrary,  the  following  shall be excluded from and shall not\nconstitute any part of the Purchased Assets (the \"Excluded Assets\"):\n\n               (i)  Cash.  Cash  (including (a) checks  received by Seller on or\n                    ----\nprior to the Closing Date,  and (b) cash in bank  accounts),  commercial  paper,\ncertificates  of deposit and other bank  deposits,  treasury  bills,  other cash\nequivalents and bank accounts;\n\n               (ii) Excluded Inventory. All inventory of raw materials, work-in-\n                    ------------------\nprocess,   finished  goods,  supplies,   parts,  packaged  materials  and  other\naccessories related to recreational  vehicles and the RV Business (as defined in\nSection 1.3(b)) (the \"Excluded Inventory\");\n\n               (iii)Excluded  Intellectual  Property.  The name,  tradename  and\n                    --------------------------------\ntrademark,  whether  registered or  unregistered,  \"Champion,\"  \"Champion  Motor\nCoach\" or \"Champion Bus,\" or any derivatives  thereof, the stock exchange symbol\n\"CHB,\" and the  corporate  names,  logos,  designs,  or other  marks  associated\ntherewith  or  incorporating  any of the  foregoing,  and any other name,  logo,\ndesign or other mark that has such a near  resemblance  thereto as may be likely\nto cause  confusion  or mistake to the public,  or other  otherwise  deceive the\npublic (collectively, the \"Excluded Intellectual Property\");\n\n               (iv) Insurance.  Life insurance  policies of officers,  directors\n                    ---------\nand  employees  or other  representatives  of Seller,  and all other  liability,\nproperty, casualty and other insurance policies relating to the Purchased Assets\nor the operation of the Business;\n\n               (v)  Employee  Benefit  Plans.  All assets  owned or rights  held\n                    ------------------------\nunder any Employee Benefit Plan;\n\n               (vi) Tax  Refunds.  All refunds or  credits,  if any, of Taxes of\n                    ------------\nSeller for all Pre-Closing Tax Periods; and\n\n               (vii)Books and Records.  The minute books,  stock  transfer books\n                    -----------------\nand corporate seal of Seller (the \"Books and Records\") of Seller.\n\n\n                                       -3-\n\n\n\n                                                             Page 13 of 44 Pages\n\n\n          (c)  Assignment  of Contracts  and  Commitments.  On the Closing Date,\nwithout  limiting the generality of Section 1.2 hereof,  the Seller shall assign\nto the Purchaser all of the Seller's  rights under the Contracts and Commitments\nset  forth on  Schedule  1.2(a)(v)  and  under  each  other  contract,  lease or\n               -------------------\nagreement  relating to the conduct of the Business by which the Seller is bound,\nother than an Excluded  Liability (and, as provided in Section  1.3(a)(ii),  the\nPurchaser  shall  assume  and agree to  perform  the  unexecuted  portion of the\nSeller's duties thereunder).\n\n               (i)  Consent.  Seller  covenants  and agrees that the  beneficial\ninterest in and to each agreement set forth in Schedule  1.2(a)(v) shall, to the\n                                               -------------------\nextent permitted by the relevant agreement and\/or by law, pass to Purchaser, and\nSeller covenants and agrees: (i) that it will hold and declare that it holds all\nsuch  agreements  in trust for the  benefit of  Purchaser,  its  successors  and\nassigns,  from and after the Closing Date; (b) to use all reasonable  efforts to\nobtain and secure any and all  consents and  approvals  that may be necessary to\neffect such  assignment or assignments of the same; (c) to make or complete such\nassignment or assignments as soon as reasonably  possible;  and (d) to cooperate\nwith Purchaser  (and Purchaser  covenants and agrees that it shall so cooperate)\nin any other reasonable arrangement designed to provide for actions necessary to\nenable  Seller to fulfill  any such  agreements  until an  effective  assignment\nthereof to Buyer can be obtained,  and the parties  agree to cooperate  and take\nall necessary actions,  including  accountings  between parties,  to assure that\nPurchaser  shall receive all of such benefits,  rights,  obligations  and duties\nunder  such  agreements.  The  provisions  of  this  Section  1.2(c)(i)  do  not\nconstitute a waiver of the conditions to Closing contained in Section 1.3(a)(ii)\nor Section 6.9 hereof.\n\n         1.3.  Liabilities of Seller.\n\n          (a)  Assumed  Liabilities.  In  connection  with the  sale,  transfer,\nconveyance,  assignment  and delivery of the Purchased  Assets  pursuant to this\nAgreement,  on the  terms  and  subject  to the  conditions  set  forth  in this\nAgreement, at the Closing,  Purchaser shall assume and agree to pay, perform and\ndischarge when due the following  Liabilities (but not the Excluded Liabilities)\nof Seller (the \"Assumed Liabilities\"), as specified below:\n\n               (i)  Balance  Sheet  Liabilities.  All  Liabilities  of Seller as\nreflected in the Audited Closing Balance Sheet, including but not limited to all\ntrade payables (subject,  however, to adjustment as to any liabilities reflected\non the  Audited  Closing  Balance  Sheet  which are  subject  to pro  rations as\nprovided in Section 1.4(d) hereof;\n\n               (ii) Contracts and  Commitments.  All Liabilities of Seller under\nContracts  and  Commitments,  whether  or  not  any  necessary  consents  to the\nassignment  of any  Contracts  and  Commitments  to Seller  have  been  obtained\n(subject  however to the following  sentence) and including any  Liabilities  of\nSeller  which  may arise on  account  of the  termination  of any  Contracts  or\nCommitments subsequent to the date of Closing (including, but not limited to any\nrepurchase  obligations  which  may  arise in the  event of  termination  of any\nagreements with dealers or distributors of Seller's  products).  Notwithstanding\nthe  foregoing,  Purchaser  shall not be obligated to assume any contract  other\nthan \"Chassis Contracts\" (as hereafter defined),  and such contract shall not be\ndeemed  assigned  to  Purchaser,  for which the  consent,  if  required,  of the\ncontracting  party has not been  obtained if the failure to obtain such  consent\n\n\n                                       -4-\n\n\n\n                                                             Page 14 of 44 Pages\n\nwould materially impair the ability of Purchaser to receive the intended rights,\nbenefits,  duties and  obligations  of such contract and written  notice of such\nelection by Purchaser shall have been delivered to Seller not less than ten (10)\ndays prior to the Closing;  provided  that, in such event,  Seller shall have no\nliability  or  responsibility  to  Purchaser  due to the  failure to obtain such\nconsent;  and further  provided that, in such event,  Seller may, at its option,\nelect to terminate this Agreement if the aggregate of such un-assumed  contracts\nwould exceed $50,000.  As used herein,  \"Chassis Contracts\" mean those contracts\nexisting as of the date hereof and listed on Schedule  1.2(a)(v)  providing  for\nthe purchase of chassis used by Seller in the conduct of the Business.\n\n               (iii)Employee  Liabilities.  Accrued  holiday and vacation pay as\n                    ---------------------\nreflected  on  the  Audited  Closing  Balance  Sheet  and  all  Liabilities  and\nobligations  assumed by Purchaser pursuant to Article 8 in respect of the former\nand current  employees of the Business who are employed or retained by Purchaser\non or after the Closing Date;\n\n               (iv) Warranty and Service Claims.  All claims and\/or  obligations\n                    ---------------------------\nrelating to any warranties  made by Seller and\/or service  practices or policies\nof Seller  (but only to the  extent  such  service  practices  or  policies  are\nconsistent  with the service  practices and policies of Purchaser as of the date\nhereof),  covering or relating to any products or property  manufactured,  sold,\nrepaired  or leased by the  Seller  and for  services  furnished  by the  Seller\n(without  regard to or otherwise  limited by the amount of any warranty  reserve\nreflected in the  Financial  Statement or the Audited  Closing  Balance  Sheet),\nlimited in all events to the repair or replacement  of the defective  product or\nparts;  but  specifically  excluding  therefrom any claims arising from Seller's\nownership and operation of the RV Business (as hereafter defined); and\n\n               (v)  Other   Contractual   Liabilities.   All  other  contractual\n                    ---------------------------------\nliabilities as set forth in Schedule 1.3(a)(v) attached hereto (the \"Contractual\n                            ------------------  \nLiabilities\").\n\n          (b)  Excluded  Liabilities.  Purchaser  shall  not  assume or have any\n               ---------------------\nliability or obligation whatsoever for any liabilities or obligations whatsoever\nof the Seller,  whether  accrued,  absolute,  contingent,  known or unknown,  or\notherwise,  and whether due or to become due, other than the Assumed Liabilities\n(the \"Excluded Liabilities\") including, by way of example and not of limitation,\nthe following:  (a) any liability for any Taxes (unless reflected on the Audited\nClosing  Balance  Sheet  or  otherwise  provided  herein  as the  obligation  of\nPurchaser);  (b) any  liability  (other than warranty  claims or service  claims\nrelating to the repair or replacement of defective  products or parts) resulting\nfrom or claimed to have been incurred by reason of an alleged  defect or defects\nin any products sold or distributed by the Seller prior to the Closing Date; (c)\nany Environmental Liabilities;  (d) any RV Liabilities;  (e) any liability under\nany Employee Benefit Plan (but Purchaser shall assume all payroll-related  taxes\nand  deductions,  and all accrued  vacation and holiday pay, as reflected on the\nAudited  Closing Balance  Sheet);  and (f) any other  liabilities of any kind or\nnature, whether now in existence or arising hereafter,  not constituting Assumed\nLiabilities.  The Seller  agrees to  discharge,  promptly when due, all Excluded\nLiabilities.  As used herein,  the  following  terms shall have the meanings set\nforth below:\n\n               \"Environmental Liabilities\" shall mean and refer to any claims or\nliabilities now existing or which may hereafter arise on account of (i) Seller's\n\n\n                                       -5-\n\n\n\n                                                             Page 15 of 44 Pages\n\noperation  of the  Business or the  Purchased  Assets on or prior to the Closing\nDate;  (ii)  Seller's or Seller's  predecessors  use and  occupancy  of the Real\nProperty on or prior to the Closing  Date;  or (iii) the  condition  of the Real\nProperty as of the Closing Date, in violation of Environmental Laws.\n\n               \"Environmental Laws\" means all federal, state or local (including\nbut  not  limited  to,  any  governmental  department  or  agency  or any  other\ncommission,  board or agency or instrumentality) statute, law, rule, regulation,\npermit, agreement, ordinance, or judicial or administrative order relating to or\nconcerning  the  pollution or  protection  of the  environment,  human health or\nsafety,  or the  generation,  storage,  transportation,  treatment,  disposal or\nhandling  of  hazardous  materials,   substances  or  waste,  including  without\nlimitation,  the Clean Air Act,  the Clean Water Act,  the Solid Waste  Disposal\nAct, the Resource Conservation and Recovery Act, the Comprehensive Environmental\nResponse,  Compensation,  and  Liability Act of 1986,  the Federal  Insecticide,\nFungicide and Rodenticide Act, the  Occupational  Safety and Health Act, and the\nEmergency Planning and Community Right-to-Know Act of 1986.\n\n               \"RV   Liabilities\"   shall  mean  and  refer  to  any  claims  or\nliabilities  now  existing or which may  hereafter  arise on account of Seller's\nownership and operation of the business of designing,  manufacturing,  marketing\nand selling recreational  vehicles (the \"RV Business\") prior to the date hereof.\nSeller has previously  discontinued  the RV Business and the Purchased Assets do\nnot include any assets or properties with regard thereto.\n\n         1.4.  Purchase Price; Allocation.\n               --------------------------\n\n          (a)  Purchase  Price.  The aggregate  purchase price for the Purchased\n               ---------------\nAssets (the \"Purchase Price\") shall be the Audited Closing  Stockholders  Equity\nas of the Closing Date as reflected in the Audited Closing  Balance Sheet,  plus\n$420,000,  plus the assumption of the Assumed Liabilities.  On the Closing Date,\nPurchaser  shall pay to  Seller a sum on  account  of the  Purchase  Price  (the\n\"Purchase Price Estimate\") which shall be equal to ninety-five  percent (95%) of\nthe stockholder's  equity as reflected on the Financial Statement (as defined in\nSection 2.8). Such amount shall be payable in United States dollars by Purchaser\nto Seller by wire  transfer of  immediately  available  funds to such account or\naccounts as Seller may  direct.  The amount  retained  from the  Purchase  Price\nEstimate shall be referred to as the \"Hold Back Amount.\"\n\n          (b)  Audited Closing Balance Sheet; Hold Back Amount.\n               -----------------------------------------------\n\n               (i)  Seller  shall  cause  Price  Waterhouse,  L.L.P.,  certified\npublic accountants (the \"Auditor\"), to perform an audit (\"Audit\") of the balance\nsheet of the Seller as of the Closing Date (the \"Audited Closing Balance Sheet\")\nand a related  statement  of income of the Seller for the period of December 29,\n1996  to  the  Closing  Date  (collectively,   the  \"Audited  Closing  Financial\nStatements\").  The Audit will be prepared at Seller's sole cost and expense.  In\nconnection with the preparation of the Audited Closing Financial Statements, the\nSeller shall conduct a physical  inventory  count as of the Closing Date,  which\nphysical  inventory  shall be observed by the Auditor.  A copy of such inventory\ncount  shall be  delivered  to  Purchaser  with the  Audited  Closing  Financial\nStatements.  Purchaser shall be entitled to appoint representatives,  who may be\nmembers of its internal  accounting  staff or its independent  certified  public\naccountants,  to  observe  the  preparation  of the  Audited  Closing  Financial\n\n\n                                       -6-\n\n\n\n                                                             Page 16 of 44 Pages\n\nStatements and such inventory  count. The Audited Closing  Financial  Statements\n(x) shall contain line items substantially consistent with the line items in the\nunaudited  financial  statements  of the Seller as of and for the  period  ended\nNovember 1, 1997,  (y) shall be prepared in  accordance  with GAAP except to the\nextent the  requirements  of clauses (a) and (b) below may not be in  accordance\nwith generally accepted accounting principles  consistently applied (\"GAAP\") and\n(z) shall fairly  present the  financial  position of the Seller as of the dates\nindicated and the results of its operations for the periods indicated. Purchaser\nacknowledges  that the Audited  Closing Balance Sheet may vary from the November\n1, 1997 balance sheet  included in the  Financial  Statement as to various items\nincluding, but not limited to, the following:\n\n          (a)  increase in the  provision for excess,  slow-moving  and obsolete\ninventory in the amount of $150,000; and\n\n          (b)  increase in the warranty reserve in the amount of $270,000.\n\nPurchaser  further  agrees that any  adjustments,  as  reflected  in the Audited\nClosing  Balance Sheet, to the November 1, 1997 balance sheet with regard to the\npreceding items (a) and (b) shall be limited to the amounts as specified above.\n\n               (ii) In performance  of the Audit,  the Auditor shall conduct the\nexamination  of the  Seller  in  accordance  with  generally  accepted  auditing\nstandards  consistently  applied.  The  Auditor  shall use its best  efforts  to\ncomplete  the Audit as soon as  possible  (but in no event later than sixty (60)\ndays) after the Closing Date and the Audited Closing Financial  Statements shall\nbe delivered to Purchaser and the Seller  immediately  upon completion  thereof,\ntogether with a calculation of the Audited  Closing  Stockholders  Equity of the\nSeller and its work papers,  and its opinion that the foregoing were prepared in\naccordance  with this Section.  The Purchaser  shall have thirty (30) days after\nreceipt of the Audited Closing  Financial  Statements and the calculation of the\nAudited Closing  Stockholders Equity of the Seller and the Auditor's work papers\nto deliver a written  notice to the Seller of any objections  thereto.  Any such\nnotice of objections shall be in writing and shall state, in reasonable  detail,\nthe basis for each  objection and the amount of  adjustment  which the Purchaser\nbelieves is required in respect  thereto.  If the  aggregate  amount of all such\nobjections  raised by  Purchaser  shall be  $350,000  or less,  then the Audited\nClosing  Financial  Statements  and  the  calculation  of  the  Audited  Closing\nStockholders Equity as determined by the Auditor shall be deemed correct,  final\nand binding upon the  Purchaser and the Seller.  If the aggregate  amount of all\nsuch objections shall exceed $350,000,  and if Purchaser and Seller cannot agree\nwith respect to the Audited Closing  Financial  Statements or the calculation of\nthe  Audited  Closing  Stockholders  Equity  within  thirty  (30) days after the\ndelivery of such notice of  objections  or such later date as may be agreed upon\nby  Purchaser  and  Seller,  then,  but only as to such  amounts  in  excess  of\n$350,000,  the  dispute  shall be  resolved  by  arbitration  by an  independent\naccounting  firm  agreed  upon by  Purchaser  and the Seller  (the  \"Independent\nAccounting  Firm\").  Any items not in  dispute  shall be  deemed  stipulated  by\nPurchaser  and  the  Seller  and  shall  not be  determined  by the  Independent\nAccounting Firm. The  determination of the Independent  Accounting Firm shall be\nbinding and conclusive upon the matters determined thereby and may be entered as\na  judgment  by any court of  competent  jurisdiction;  provided,  however,  the\nAudited Closing Financial  Statements and the calculation of the Audited Closing\n\n\n                                       -7-\n\n\n\n                                                             Page 17 of 44 Pages\n\nStockholders  Equity  shall  be  adjusted  only  by the  amount  by  which  such\ndetermination exceeds $350,000.  All costs and expenses relating to the services\nprovided by the  Independent  Accounting Firm shall be paid equally by Purchaser\nand Seller.\n\n               (iii)In the event that the Purchase  Price  Estimate  exceeds the\nAudited Closing  Stockholders  Equity of the Seller by more than $420,000,  then\nthe amount of such excess which is greater  than  $420,000  (the  \"Overpayment\")\nshall be deducted from the Hold Back Amount and if the  Overpayment  exceeds the\nHold Back Amount,  the Seller shall immediately repay to Purchaser the amount of\nthe difference together with interest at an annual rate of six percent (6%) from\nthe  Closing  Date until  paid in full.  In the event  that the  Purchase  Price\nEstimate is less than the Audited Closing Stockholders Equity of the Seller plus\nthe sum of  $420,000,  the  Purchaser  shall  immediately  pay to the Seller the\namount of the difference together with interest at an annual rate of six percent\n(6%) from the Closing Date until paid in full.\n\n               (iv) For  purposes  hereof  the  following  term  shall  have the\nfollowing meaning:\n\n               \"Audited  Closing  Stockholders  Equity\"  means an\n                --------------------------------------\n               amount equal to the  stockholders  equity account,\n               plus the net  intercompany  balance with Champion,\n               and as adjusted for  Excluded  Assets and Excluded\n               Liabilities,  reflected  in  the  Audited  Closing\n               Balance  Sheet as the same  may be  adjusted  upon\n               resolution  of  any  questions  or  disputes  with\n               respect thereto pursuant to Section 1.4(b) above.\n\n          (c)  Any undisbursed  portion of the Hold Back Amount shall be paid to\nthe  Seller  at  such  time  as  the  amounts  determined  pursuant  to  Section\n1.4(b)(iii) are paid.\n\n          (d)  Pro Rations.\n               -----------\n\n               (i)  Property  Taxes;  Special  Assessments.  Real  and  personal\n                    --------------------------------------\n                    property Taxes and installments of special assessments shall\n                    be prorated  between  Seller and Purchaser as of the Closing\n                    Date in accordance with local practice; and\n\n               (ii) Other.  All  revenue  stamps  and all other  items  normally\n                    -----\n                    prorated in transactions of a similar kind shall be prorated\n                    in accordance with GAAP.\n\n          (e)  Allocation of Consideration.  The consideration paid by Purchaser\n               ---------------------------\n               for the  Purchased  Assets  shall be  allocated  as set  forth in\n               Schedule 1.4(e) annexed hereto. Each party hereto agrees (i) that\n               ---------------\n               any such allocation  shall be consistent with the requirements of\n               Section  1060  of  the  Code  and  the  regulations   promulgated\n               thereunder,  (ii) to complete jointly and to file separately Form\n               8594 with its  Federal  income  Tax Return  consistent  with such\n               allocation for the tax year in which the Closing Date occurs, and\n               (iii) that no party  hereto  shall take a position on any income,\n               transfer  or  gains  Tax  Return,   before  any  Governmental  or\n               Regulatory  Authority charged with the collection of any such Tax\n               or in any judicial proceeding, that is in any manner inconsistent\n               with the terms of any such allocation  without the consent of the\n               other party, which consent shall not be unreasonably  withheld or\n               delayed.\n\n\n                                       -8-\n\n\n\n                                                             Page 18 of 44 Pages\n\n\n         1.5. Closing.  The Closing shall take place at the offices of Seller in\n              -------\nAuburn Hills,  Michigan, or at such other place as Purchaser and Seller mutually\nagree,  at 10:00 a.m.  local time, on January 30, 1998 or at such other time and\nplace as Purchaser and Seller may agree.  The date on which the Closing actually\noccurs is referred to herein as the \"Closing  Date\".  At the Closing,  Purchaser\nshall pay the  Purchase  Price less the Hold Back  Amount as provided in Section\n1.4, and simultaneously with such payment, (a) Seller shall assign, transfer and\nconvey to  Purchaser  the  Purchased  Assets,  \"as is,  where is,\"  without  any\nwarranty except as otherwise  specifically provided herein, by delivery of (i) a\nGeneral  Assignment and Bill of Sale substantially in the form of Exhibit 1.5(a)\n                                                                  --------------\nhereto (the \"General Assignment\"), duly executed by Seller, (ii) a Warranty Deed\nin the form of Exhibit 1.5(b) hereto (the \"Warranty Deed\"), and (iii) such other\n               --------------\ngood and sufficient instruments of conveyance,  assignment and transfer, in form\nand substance  reasonably  satisfactory  to Purchaser,  as shall be effective to\nvest in  Purchaser  all of  Seller's  right,  title and  interest  in and to the\nPurchased  Assets  (the  General   Assignment,   Warranty  Deed  and  the  other\ninstruments  referred to in clause (a)(iii) of this sentence,  being referred to\nherein as the  \"Assignment  Instruments\");  and (b) Purchaser  shall assume from\nSeller the due payment,  performance and discharge of the Assumed Liabilities by\ndelivery of (i) an  Assumption  Agreement  substantially  in the form of Exhibit\n                                                                         -------\n1.5(c) hereto (the \"Assumption Agreement\"), duly executed by Purchaser, and (ii)\n------\nsuch other good and sufficient instruments of assumption,  in form and substance\nreasonably  acceptable  to Seller,  as shall be effective to cause  Purchaser to\nassume the Assumed  Liabilities as and to the extent  provided in Section 1.3(a)\n(the  Assumption  Agreement  and such other  instruments  referred  to in clause\n(b)(ii)  of  this  sentence  being   referred  to  herein  as  the   \"Assumption\nInstruments\").  At the  Closing,  there  shall also be  delivered  to Seller and\nPurchaser  the  certificates  and other  contracts,  documents  and  instruments\nrequired to be delivered under Articles 6 and 7 hereof.\n\n         1.6.  Further Assurances, Post-Closing Cooperation.\n               --------------------------------------------\n\n          (a)  Subject to the terms and  conditions  of this  Agreement,  at any\ntime and from time to time after the Closing, at Purchaser's reasonable request,\nSeller shall execute and deliver to Purchaser  such other  instruments  of sale,\ntransfer,  conveyance,  assignment and confirmation,  provide such materials and\ninformation  and take such  other  actions  as  Purchaser  may  reasonably  deem\nnecessary or desirable in order to more effectively transfer,  convey and assign\nto Purchaser,  and to confirm  Purchaser's title to, all of the Purchased Assets\nand,  to the  fullest  extent  permitted  by Law,  to put  Purchaser  in  actual\npossession  and  operating  control  of the  Purchased  Assets,  and  to  assist\nPurchaser in exercising all rights with respect thereto,  and otherwise to cause\nSeller to fulfill its obligations under this Agreement.\n\n          (b)  Subject to the terms and  conditions  of this  Agreement,  at any\ntime and from time to time after the Closing,  at Seller's  reasonable  request,\nPurchaser  shall  execute  and  deliver  to Seller  such  other  instruments  of\nassumption,  provide such materials and  information and take such other actions\nas  Seller  may  reasonably  deem  necessary  or  desirable  in  order  to  more\neffectively give effect to Purchaser's  obligations under Section 1.3(a) of this\nAgreement  and to assist  Seller in  exercising  all rights with respect to this\nAgreement,  and otherwise to cause  Purchaser to fulfill its  obligations  under\nthis Agreement.\n\n          (c)  Seller  shall have and be  entitled  to, and  Purchaser  shall so\npermit and provide  Seller,  access to the books and records of the  Business to\n\n\n                                       -9-\n\n\n\n                                                             Page 19 of 44 Pages\n\n\nthe extent such  information is reasonably  helpful to Seller in connection with\n(i) the defense of any claims arising under any indemnification  obligations, or\n(ii) any other proper business purpose.\n\n\n                                   ARTICLE 2.\n\n                    REPRESENTATIONS AND WARRANTIES OF SELLER\n                   ------------------------------------------\n\n         Seller hereby represents and warrants to Purchaser as follows:\n\n         2.1.  Corporate  Existence.  Seller is a corporation duly incorporated,\n               --------------------\nvalidly  existing and in good  standing  under the Laws of its  jurisdiction  of\nincorporation.  Seller  has full  corporate  and other  power and  authority  to\nconduct the  Business as and to the extent now  conducted by it, and to transfer\n(pursuant to this Agreement) the Purchased Assets.\n\n         2.2.  Authority.  Seller  has full  corporate  power and  authority  to\n               ---------\nexecute and deliver this  Agreement and the Related  Agreements to which it is a\nparty, to perform its obligations hereunder and thereunder and to consummate the\ntransactions  contemplated  hereby and thereby.  All corporate and other acts or\nproceedings required to be taken by Seller to authorize the execution,  delivery\nand performance of this Agreement and all transactions  contemplated hereby have\nbeen duly and properly taken. This Agreement is and the Related  Agreements will\nbe duly executed and delivered by the Seller and is and will be the legal, valid\nand  binding  obligation  of the  Seller,  enforceable  against  the  Seller  in\naccordance with their terms.\n\n         2.3.  Consents  and  Approvals;  No  Violation.  Except as disclosed on\n               ----------------------------------------\nSchedule 2.3 hereto,  the execution,  delivery and  performance by the Seller of\n------------\nthis Agreement and the documents and instruments to be executed and delivered by\nSeller  pursuant  hereto do not and will not:  (a) violate any  provision of the\nSeller's  articles  of  incorporation  or  by-laws;  (b)  require  any  consent,\napproval,  authorization  or action by,  notice or  disclosure  to, or filing or\nregistration with, or permit of, any governmental  body, agency or official,  or\ncourt except for the applicable requirements of the Hart-Scott-Rodino  Antitrust\nImprovements  Act of 1976,  as  amended  (the  \"HSR  Act\");  (c)  contravene  or\nconstitute a default under any indenture,  mortgage, lease or other agreement to\nwhich the Seller is a party or is bound,  or by which any of the  properties  or\nassets of the Seller may be bound or affected (other than any consents which may\nbe required in connection  with the  assignment to Purchaser of any Contracts or\nCommitments) (Schedule 2.3 further sets forth, to the Knowledge of Seller, those\n              ------------\nwritten agreements which require the consent of third parties in connection with\nthe assignments thereof to Purchaser);  or (d) result in a violation of any law,\nstatute, ordinance,  regulation, judgment, injunction, order, decree or award of\nany court or governmental  authority or body having jurisdiction over the Seller\nor is bound,  or by which any of the  properties  or assets of the Seller may be\nbound or affected.\n\n         2.4.  Legal  Proceedings.  Except as disclosed on Schedule 2.4 attached\n               ------------------                          ------------\nhereto, there are no Orders outstanding against Seller which, individually or in\nthe  aggregate,  have had or could  reasonably  be  expected  to have a material\nadverse  effect  on  the  ability  of  Seller  to  consummate  the  transactions\ncontemplated by this Agreement.\n\n\n                                      -10-\n\n\n\n                                                             Page 20 of 44 Pages\n\n         2.5.  Tax  Matters.  All  federal,  state,  local and  foreign  income,\n               ------------\nprofits,  franchise,  sales, use, occupation,  property,  excise and other taxes\n(including interest and penalties), if any, which if not paid would result in an\nEncumbrance  (as defined in Section 2.6) against the Purchased  Assets have been\npaid through the date of this  Agreement  or will be paid by Seller,  subject to\nany prorations as contemplated  by this Agreement.  The Seller (a) has filed all\nfederal,  state and local tax returns required by law in the prescribed time and\nmanner,  and paid all taxes,  assessments  and penalties due and payable (unless\nreflected  on the Audited  Closing  Balance  Sheet);  (b) has made all  payments\nrequired by any governmental program of workers' social security or unemployment\ncompensation;  (c) has  withheld and paid over to the  appropriate  governmental\nauthority all amounts  required by law to be withheld from the wages or salaries\nof  employees;  (d) is not  liable  for any  arrears  of wages  or any  taxes or\npenalties for failure to comply with any of the  foregoing;  and (e) has paid or\nwill pay over to the appropriate  governmental  authority all sales or use taxes\nreferable to the Seller's operations due as of the Closing Date, and has made or\nwill make  provisions for payment of all such taxes accrued as of such date, but\nnot yet due.  There  are no claims  pending  or,  to the best  knowledge  of the\nSeller,  threatened  against  the Seller  for past due taxes,  nor are there any\noutstanding  waivers or  agreements  by the Seller for the extension of the time\nfor the assessment of any tax.\n\n         2.6.  Title to  Property.  Except  as set  forth in the  Schedules  and\n               ------------------\nExhibits hereto,  and except for Inventory held on consignment,  Seller has good\nand marketable  title to all the Purchased Assets to be transferred to Purchaser\nunder this  Agreement,  and will at the Closing  transfer  such  properties  and\nassets to Purchaser free and clear of all the following  (collectively  referred\nto as \"Encumbrances\"):  security interests,  liens,  pledges,  claims,  charges,\nescrows, encumbrances,  options, rights of first refusal, mortgages, indentures,\nsecurity agreements or other agreements,  arrangements,  contracts, commitments,\nunderstandings  or  obligations,  whether  written  or  oral,  other  than  this\nAgreement,  except  liens  for  current  taxes  not  yet  due  and  payable  and\nEncumbrances disclosed on Schedule 2.6 (\"Permitted Encumbrances\").\n                          ------------\n\n         2.7.  Brokers.  All  negotiations  relative to this  Agreement  and the\n               -------\ntransactions  contemplated  hereby and thereby  have been  carried out by Seller\ndirectly  with  Purchaser  without the  intervention  of any Person on behalf of\nSeller in such manner as to give rise to any valid  claim by any Person  against\nPurchaser for a finder's fee, brokerage commission or similar payment.\n\n         2.8.  Financial Statement.\n               -------------------\n\n                  2.8.1 Exhibit 2.8 hereto contains the unaudited  balance sheet\n                        -----------\nof the Seller as of November 1, 1997 (the \"Financial Statement\").  The Financial\nStatement  has been  prepared in accordance  with  Seller's  regularly  employed\naccounting  practices  (which may differ  from  GAAP) and  fairly  presents  the\nSeller's financial position on that date in accordance therewith.\n\n                  2.8.2  The  Audited   Closing   Financial   Statements,   when\ndelivered, will comply with Section 1.4(b) hereof.\n                                    ------\n\n         2.9.  Contracts and  Commitments.  Schedule  1.2(a)(v)  hereto contains\n               --------------------------   -------------------\ntrue, complete and correct lists of all of the Contracts and Commitments,  other\nthan purchase  orders,  quotations,  bids or requests for proposals placed by or\n\n\n                                      -11-\n\n\n\n                                                             Page 21 of 44 Pages\n\nwith the Seller covering the payment or receipt by the Seller each in the amount\nof Ten  Thousand  Dollars  ($10,000)  or less and other than  leases of real and\npersonal  property  wherein the annual  rental  payable  with regard to any such\nlease is Ten Thousand Dollars ($10,000) or less. To the Knowledge of Seller, all\nthe Contracts and  Commitments,  including  leases of the Real Property,  are in\nfull force and effect,  have not been amended or modified except as set forth in\nSchedule  1.2(a)(v),  have no defaults thereunder nor does there exist any event\n-------------------\nor  condition  which,  with the giving of notice or the passage of time or both,\nwould  constitute a default  thereunder.  True and correct copies of each of the\nContracts and Commitments have been delivered to the Purchaser.\n\n         2.10.  Real Property.  Schedule  1.2(a)(vi)  hereto contains a true and\n                -------------   --------------------\ncomplete list of all real property  (including the Real Property) that is owned,\nleased or  subleased by the Seller or as to which the Seller has any interest of\nany kind including,  without limitation, all office, manufacturing and warehouse\nfacilities.\n\n         2.11.  Litigation.  Except as disclosed on Schedule 2.11 hereto, Seller\n                ----------                          -------------\nhas no knowledge of any legal actions,  suits,  arbitrations,  or other legal or\nadministrative   proceedings  or  investigations  before  any  federal,   state,\nmunicipal or other governmental department, commission, board, bureau, agency or\ninstrumentality, pending or threatened against or otherwise affecting the Seller\nor  involving  any  respective  properties,  assets or  business  of the  Seller\n(including the Purchased Assets).  To the Knowledge of Seller,  there is no fact\nor facts  existing  which might  result in, nor is there any basis for, any such\naction, suit, arbitration, or other proceeding or investigation. Seller is not a\nparty to or subject to any order, writ,  injunction,  decree,  judgment or other\nrestriction of any federal,  state, municipal or other governmental  department,\ncommission, board, bureau, agency, or instrumentality which has or could have an\nadverse effect on the Business,  the Purchased Assets or the Assumed Liabilities\nor on the  Seller's  ability  to enter into this  Agreement  or  consummate  the\ntransactions contemplated hereby.\n\n         2.12.  Compliance  with Laws.  To the  Knowledge  of Seller,  except as\n                ---------------------\ndisclosed in this Agreement or in any Schedule or Exhibit hereto,  and except as\nto Environmental  Laws, the Seller, in all material respects,  has complied with\nand is in compliance  with,  and has not received  notice from any  governmental\nauthority, including the National Highway Traffic Safety Administration,  of any\nviolation  of, any and all material  applicable  laws,  rules,  regulations  and\nordinances  regulating or relating to the Business,  the Purchased Assets or the\nAssumed Liabilities in effect from time to time. To the Knowledge of Seller, all\nof the  Seller's  products are and have been,  at the time of sale,  in material\ncompliance with all material construction, safety and other standards imposed on\nthe  Business by  statute,  rule or  regulation  of any  governmental  authority\n(federal, state or local) or industry association.\n\n         2.13.  Inventory.  The  valuation  at which the  Inventory  is  carried\n                ---------\nreflects and will reflect the normal inventory valuation policy of the Seller of\nstating  inventory at the lower of cost (first-  in-first-out-method)  or market\n(except as provided  in Section  1.4(b)(i)(a)  and (b)) and its regular  costing\npractices with respect to work in process and finished goods inventory.\n\n         2.14.  Employees.  None  of the  Seller's  employees  is  covered  by a\n                ---------\ncollective  bargaining  agreement  and, to the knowledge of Seller,  there is no\nunion or other organization seeking or claiming to represent any such employees.\n\n                                      -12-\n\n\n\n                                                             Page 22 of 44 Pages\n\n\n\n               (a)  Attached  hereto as Schedule  2.14(a) is a true and complete\n                                        -----------------\nlist of the names and  current  salary  rates of all  present  employees  of the\nBusiness whose current annual salary is more than $50,000.\n\n               (b)  Schedule  2.14(b)  contains a true and complete  list of all\n                    -----------------\nEmployee  Benefit Plans (as defined) for the  employees of the Seller,  salaried\nand  nonsalaried,  including  any  formal or  informal  plans,  and the  funding\narrangements with regard thereto.  Except as disclosed on Schedule 2.14(b),  the\n                                                          ----------------\nSeller has no Plan currently in existence  which is subject to the  requirements\nof ERISA.  Except as disclosed on Schedule 2.14(b),  (A) neither the Seller, its\n                                  ----------------\nparent,  any subsidiary of the Seller, or any \"ERISA Affiliate\" (any business or\nentity  which is (i) a member of a  \"controlled  group of  corporations,\"  under\n\"common  control\" or an  \"affiliated  service  group\" with the Seller within the\nmeaning of Code sections  414(b),  (c) or (m), or (ii) required to be aggregated\nwith the Seller under Code section 414(o),  or (iii) under \"common control\" with\nthe  Seller)  presently  sponsors,  maintains,  contributes  to,  (B) nor is the\nSeller,  its  parent,  any  subsidiary  of the  Seller,  or any ERISA  Affiliate\nrequired to contribute to, (C) nor has the Seller, its parent, any subsidiary of\nthe Seller, or any ERISA Affiliate ever sponsored,  maintained,  contributed to,\nor been required to contribute  to, a pension plan subject to Title IV of ERISA.\nThe  transactions  contemplated  under  this  Agreement  will  not  trigger  any\nliability with respect to any pension plan sponsored by Seller,  its parent, any\nsubsidiary of Seller, or any ERISA Affiliate.  With respect to all employees and\nformer  employees of the Seller,  neither the Seller nor any of its subsidiaries\nor affiliates presently maintains, contributes to or has any liability under any\nfunded or unfunded  medical,  health or life insurance  plan or arrangement  for\npresent or future retirees or present or future  terminated  employees.  Neither\nthe  Seller  nor any of its  subsidiaries  or  affiliates  presently  maintains,\ncontributes to or has any liability  (including current or potential  withdrawal\nliability) with respect to any  \"multiemployer  plan\" as such term is defined in\nSection 3(37) of ERISA.\n\n               (c)  Except as set forth on Schedule 2.14(c), the Seller is not a\n                                           ----------------\nparty to or bound  by (i) any  contract  with any  present  employee  or  former\nemployee of the Seller, (ii) any employment, termination or severance agreement,\n(iii) any  agreement  with any  officer or other  employee of the Seller (A) the\nbenefits of which are contingent,  or the terms of which are materially altered,\nupon the  occurrence of a transaction  involving the Seller of the nature of any\nof the  transactions  contemplated by this Agreement,  (B) providing any term of\nemployment  or  compensation  guarantee  extending  for a period  of one year or\nlonger  or  (C)  providing  severance  benefits  or  other  benefits  after  the\ntermination of employment of such officer or employee not comparable to benefits\navailable to employees  generally,  or (iv) any agreement or plan, including any\nstock option plan or stock  purchase  plan, any of the benefits of which will be\nincreased,  or the vesting or other realization of the benefits of which will be\naccelerated,  by  the  occurrence  of  the  transactions  contemplated  by  this\nAgreement or the value of any of the benefits of which will be calculated on the\nbasis of the transactions contemplated by this Agreement.\n\n         2.15.  Product  Liability.  To the Knowledge of Seller,  the Seller has\n                ------------------\ninsurance  against loss or damage  arising out of product  liability,  copies of\nwhich have been delivered to the Purchaser.  Such insurance covers all incidents\nof loss  which  have  occurred  prior to the date  hereof  or  which  may  occur\nresulting from the Seller's Products sold prior to the Closing. To the Knowledge\nof Seller,  incidents  of damage  claims paid by the Seller or by its  insurance\ncarrier within the preceding 24 month period are described in Schedule 2.15.\n\n                                      -13-\n\n\n\n                                                             Page 23 of 44 Pages\n\n\n         2.16.  Warranties  and Service  Practices.  To the Knowledge of Seller,\n                ----------------------------------\nthere are no oral or written  warranties or service practices or policies on the\nproducts sold by the Seller, whether express or implied, other than as set forth\nin  Schedule  2.16  hereto  and any  implied  warranties  that may be imposed by\n    --------------\noperation of law.\n\n         2.17. Accounts Receivable.  The Accounts Receivable which will be shown\n               -------------------\non the Audited  Closing  Balance  Sheet will have  resulted from bona fide sales\nmade by the Seller in the ordinary course of business and will be collectible in\nthe ordinary  course  (including  the  exhaustion of all  reasonable  efforts to\ncollect) after  provision for doubtful  accounts as shown on such balance sheet.\nThe amounts due, or to become due, in respect of such Accounts  Receivable shall\nnot be in dispute  and there  shall not be any valid  setoffs  or  counterclaims\nasserted against any of the Accounts Receivable.\n\n\n                                   ARTICLE 3.\n\n                   REPRESENTATIONS AND WARRANTIES OF PURCHASER\n\n         Purchaser hereby represents and warrants to Seller as follows:\n\n         3.1. Corporate Existence. Purchaser is a corporation duly incorporated,\n              -------------------\nvalidly  existing and in good  standing  under the laws of its  jurisdiction  of\nincorporation.  Purchaser  has full  corporate  and other power and authority to\nenter into this Agreement and the Related  Agreements to which it is a party, to\nperform  its  obligations   hereunder  and  thereunder  and  to  consummate  the\ntransactions contemplated hereby and thereby.\n\n         3.2.  Authority.  The  execution  and  delivery  by  Purchaser  of this\n               ---------\nAgreement and the Related Agreements to which it is a party, and the performance\nby Purchaser of its  obligations  hereunder and  thereunder,  have been duly and\nvalidly  authorized by all necessary  corporate action on the part of Purchaser,\nno other  corporate  action  on the part of  Purchaser  or its  stockholders  or\nconstituent  entities being necessary therefor.  All corporate and other acts or\nproceedings  required  to be taken by  Purchaser  to  authorize  the  execution,\ndelivery and  performance of this  Agreement,  the Related  Agreements,  and all\ntransactions  contemplated hereby and thereby have been duly and properly taken.\nThis Agreement is and the Related Agreements will be duly executed and delivered\nby the Purchaser and is and will be the legal,  valid and binding  obligation of\nthe Purchaser, enforceable against the Purchaser in accordance with their terms.\n\n         3.3. No  Conflicts.  The  execution  and  delivery by Purchaser of this\n              -------------\nAgreement and the Related  Agreements to which it is a party, the performance by\nPurchaser of its obligations  under this Agreement and such Related  Agreements,\nand the  consummation of the transactions  contemplated  hereby and thereby will\nnot  conflict  with or result  in a  violation  or  breach of any of the  terms,\nconditions or provisions of the  certificate (or articles) of  incorporation  or\nby-laws (or other comparable corporate charter document) of Purchaser.\n\n          3.4. Legal  Proceeding.   There  are  no  Orders  outstanding  against\n               -----------------\nPurchaser  which,  individually  or in  the  aggregate,  have  had or  could  be\n\n\n                                      -14-\n\n\n\n                                                             Page 24 of 44 Pages\n\n\nreasonably  expected  to  have a  material  adverse  effect  on the  ability  of\nPurchaser to consummate the transactions contemplated by this Agreement.\n\n         3.5.  Brokers.  All  negotiations  relative to this  Agreement  and the\n               -------\ntransactions  contemplated hereby and thereby have been carried out by Purchaser\ndirectly  with  Seller  without  the  intervention  of any  Person  on behalf of\nPurchaser  in such  manner  as to give  rise to any  valid  claim by any  Person\nagainst Seller for a finder's fee, brokerage commission or similar payment.\n\n         3.6.  Due  Diligence.  Purchaser  acknowledges  and agrees  that it has\n               --------------\nobtained a commitment for title insurance,  a survey and a phase I environmental\nreport  with  regard to the Real  Property  and is  satisfied  with all  matters\nrelating to the  condition and status of title of the Real Property as reflected\ntherein;  provided,  however,  nothing  herein shall be deemed to release Seller\nfrom  the  sole  responsibility  for all  Environmental  Liabilities.  Purchaser\nfurther  acknowledges  and agrees that it has  conducted  its own due  diligence\nreview of the Business and the Purchased Assets and is satisfied in all respects\nwith the results thereof.\n\n\n                                   ARTICLE 4.\n\n                               COVENANTS OF SELLER\n\n         4.1.  HSR Act.  Seller  shall take all  commercially  reasonable  steps\n               -------\nnecessary  to  cooperate   with   Purchaser  in  the  filing  of  the  premerger\nnotification  under the HSR Act and shall provide any  supplemental  information\nwhich may be reasonably  requested in connection  therewith  pursuant to the HSR\nAct.  Such  notification  filings  shall be  accompanied  by a request for early\ntermination of the applicable waiting periods under the HSR Act and Seller shall\ncooperate and use reasonable  efforts to have such waiting periods terminated on\nthe earliest practicable date.\n\n         4.2.  Fulfillment  of  Conditions.  Seller shall take all  commercially\n               ---------------------------\nreasonable steps necessary or desirable and proceed diligently and in good faith\nto satisfy each condition  within its reasonable  control to the  obligations of\nthe  parties  hereto  contained  herein  and  shall not take or fail to take any\naction that could reasonably be expected to result in the  nonfulfillment of any\nsuch condition.  Seller will use its reasonable  efforts to assist  Purchaser in\nobtaining  the consents of any third parties which may be required in connection\nwith the transfer and  assignment  of the  Contracts  and  Commitments,  but the\nfailure to obtain such consents shall in no way limit Purchaser's obligations as\nprovided in Section 1.3(a)(ii) hereof.\n\n         4.3.  Conduct of  Business.  From the date  hereof  until the  Closing,\n               --------------------\nSeller shall  conduct the business and  operations  of the Seller in  accordance\nwith past  practice and in the ordinary  course of business,  shall use its best\nefforts to maintain the Seller's  current  business  organization  and goodwill,\nshall use its best  efforts to continue to retain the  services of the  Seller's\npresent  employees and  consultants,  and shall use its best efforts to preserve\nthe Seller's relationships with dealers, customers,  suppliers and others having\nbusiness  dealings with the Seller,  and shall not enter into any transaction or\nperform  any  act  which  would  constitute  a  breach  of the  representations,\nwarranties,  covenants and agreements contained herein.  Seller will, consistent\nwith this  Section  4.3,  continue to conduct the business of the Seller only in\n\n\n                                      -15-\n\n\n\n                                                             Page 25 of 44 Pages\n\nthe ordinary  course in  accordance  with past  practice and will take no action\nwhich could  reasonably be expected to result in the Purchased  Assets not fully\nreflecting the earnings of the Seller for such period.\n\n         4.4. Non-Competition  Agreements. At the Closing the Seller shall enter\n              ---------------\ninto a  non-competition  agreement  with  Purchaser for a term of five (5) years\nwith regard to the Business in the geographic area covering North America, which\nagreement   will  be  in  the  form   attached   hereto  as  Exhibit   4.4  (the\n\"Non-Competition Agreement\").\n\n         4.5.  License  Agreement.  At the Closing the Seller shall enter into a\n               ------------------\nlicense agreement with Purchaser,  which agreement shall be in the form attached\nhereto as Exhibit 4.5 (the \"License  Agreement\"),  providing Purchaser,  without\nany separate or additional cost, with the exclusive right and license to use the\nnames  \"Champion  Motor  Coach\"  and  \"Champion  Bus\" for a  perpetual  term and\notherwise in the manner provided in the License Agreement.\n\n         4.6.  Access to  Information.  Between  the date hereof and the Closing\n               ----------------------\nDate,  the Seller shall afford the  Purchaser  and its  representatives  access,\nduring normal  business hours,  to all of the business  operations,  properties,\nbooks,  files  and  records  relating  to  the  Business,  to  cooperate  in the\nexamination  thereof,  and to furnish the Purchaser all information with respect\nto the  business  and affairs of the Business as the  Purchaser  may  reasonably\nrequest,  provided  that the  Purchaser  shall not unduly  disrupt the  ordinary\noperation of the Business.  The Purchaser and its representatives shall have the\nright to discuss  the  affairs of the  Business  with the  directors,  officers,\nemployees, consultants, advisors and agents of the Seller.\n\n\n                                   ARTICLE 5.\n\n                             COVENANTS OF PURCHASER\n\n         5.1. HSR Act. Not later than the next  Business Day  following the date\n              -------\nof this Agreement, Purchaser shall file the premerger notification under the HSR\nAct and any  supplemental  information  which  may be  reasonably  requested  in\nconnection  therewith  pursuant to the HSR Act,  and such  notification  filings\nshall be  accompanied  by a request  for  early  termination  of the  applicable\nwaiting periods under the HSR Act.  Purchaser shall cooperate and use reasonable\nefforts to have such waiting  periods  terminated  on the  earliest  practicable\ndate. Purchaser and Seller shall each be responsible for and pay one-half of the\nrequired HSR filing fee of $45,000.\n\n         5.2.  Fulfillment of Conditions.  Purchaser shall take all commercially\n               -------------------------\nreasonable steps necessary or desirable and proceed diligently and in good faith\nto satisfy each condition  within its reasonable  control to the  obligations of\nthe  parties  hereto  contained  herein  and  shall not take or fail to take any\naction that could reasonably be expected to result in the  nonfulfillment of any\nsuch condition.\n\n         5.3. Payment and Performance Bonds; Third Party Releases. Within thirty\n              ---------------------------------------------------\n(30)  days   subsequent  to  Closing,   Purchaser   shall   provide   acceptable\nsubstitutions for all payment and\/or performance bonds, as set forth in Schedule\n5.3 attached hereto,  delivered by Seller to third parties pursuant to Contracts\n\n\n                                      -16-\n\n\n\n                                                             Page 26 of 44 Pages\n\nand  Commitments  assigned to  Purchaser as to which the  conditions  of Section\n1.2(c) have been met.  Further,  Purchaser  shall use its best efforts to obtain\nreleases  from each  other  party as set forth in  Schedule  5.3.  In any event,\nPurchaser shall indemnify  Seller from any liability and\/or recourse with regard\nto the foregoing.\n\n\n                                   ARTICLE 6.\n\n                     CONDITIONS TO OBLIGATIONS OF PURCHASER\n\n          The  obligations  of Purchaser  hereunder  to purchase  the  Purchased\nAssets  and to assume  and  agree to pay,  perform  and  discharge  the  Assumed\nLiabilities,  are subject to the  fulfillment,  at the  Closing,  of each of the\nfollowing  conditions  (all or any of which may be waived in whole or in part by\nPurchaser in its sole discretion):\n\n         6.1. Representations and Warranties. The representations and warranties\n              ------------------------------\nmade by  Seller  shall be true and  correct,  in all  material  respects  on the\nClosing Date.\n\n         6.2. Performance. Seller shall have performed and complied with, in all\n              -----------\nmaterial respects,  the agreements,  covenants and obligations  required by this\nAgreement to be so performed or complied with by Seller at the Closing.\n\n         6.3.  Officers'  Certificate.  Seller shall have delivered to Purchaser\n               ----------------------\ncertificates,  dated the Closing Date and executed on its behalf by  appropriate\nofficers of Seller,  substantially  in the form and to the effect of Exhibit 6.3\nhereto.\n\n         6.4. HSR Act. The waiting  period  imposed under the HSR Act shall have\n              -------\nexpired or been terminated.\n\n         6.5.  MESC  Contribution  Liability.  Seller  shall  have  provided  to\n               -----------------------------\nPurchaser a statement from the Commissioner of the Michigan  Employment Security\nCommission  certifying  the  status of  Seller's  contribution  liability  under\nSection 15(g) of the Michigan Employment Security Act, MCLA 421.15(g).\n\n         6.6.  Deliveries.  Seller shall have delivered to Purchaser the General\n               ----------\nAssignment,   the  Warranty  Deed,  the  other   Assignment   Instruments,   the\nNon-Competition Agreement, the License Agreement and the Limited Guaranty.\n\n         6.7.  Title  Insurance.  Purchaser  shall  have  received  a final  or\n               ----------------\n\"marked-up\"  policy of title  insurance,  insuring  Purchaser's  interest in the\nowned Real Property in the condition required hereunder.\n\n         6.8. No Material Adverse Effect. Between the date of this Agreement and\n              -------------------------- \nthe Closing Date there shall not have occurred any damage to, or destruction of,\nany  Purchased  Asset  including  the Real  Property,  whether or not covered by\ninsurance,  which, in the aggregate, would have a material adverse effect on the\nBusiness or the  Purchased  Assets,  nor shall there have  occurred any event or\n\n\n                                      -17-\n\n\n\n                                                             Page 27 of 44 Pages\n\ncondition which has had or may reasonably be expected to have a material adverse\neffect on the  Business  or the  Purchased  Assets.  The failure to be awarded a\ncontract  pursuant to any bid  submitted by the Seller shall not be deemed to be\nmaterial.\n\n         6.9.  Consent.  Consent  shall have been  obtained to the  transfer and\n               -------\nassignment  of those  Contracts  and  Commitments  which are  contracts  for the\nmanufacture  and sale of buses as described in Schedule 6.9,  unless,  as to any\n                                               ------------   \nsuch Contract and  Commitment,  Purchaser and Seller shall  otherwise  have made\nsatisfactory  arrangements  for  Purchaser  to  receive  the  benefits,  rights,\nobligations  and duties under such Contracts and  Commitments in accordance with\nSection 1.2(c)(i) hereof.\n\n\n                                   ARTICLE 7.\n\n                       CONDITIONS TO OBLIGATIONS OF SELLER\n                       -----------------------------------\n\n          The obligations of Seller  hereunder to sell the Purchased  Assets are\nsubject to the fulfillment,  at the Closing, of each of the following conditions\n(all or any of which  may be  waived  in whole or in part by  Seller in its sole\ndiscretion):\n\n         7.1. Representations and Warranties. The representations and warranties\n              ------------------------------ \nmade by  Purchaser in this  Agreement  shall be true and correct in all material\nrespects on the Closing Date.\n\n         7.2. Performance.  Purchaser shall have performed and complied with, in\n              ----------- \nall material  respects,  the agreements,  covenants and obligations  required by\nthis Agreement to be so performed or complied with by Purchaser at the Closing.\n\n         7.3. Officers' Certificate.  Purchaser shall have delivered to Seller a\n              --------------------- \ncertificate,  dated the Closing Date and  executed on its behalf by  appropriate\nofficers  of the  Purchaser,  substantially  in the  form and to the  effect  of\nExhibit 7.3 hereto.\n\n         7.4. HSR Act. The waiting  period  imposed under the HSR Act shall have\n              ------- \nexpired or been terminated.\n\n         7.5. Deliveries. Purchaser shall have paid to Seller the Purchase Price\n              ---------- \nand delivered to Seller the Assumption Agreement.\n\n         7.6.  Consent.  Consent  shall have been  obtained to the  transfer and\n               -------\nassignment  of those  Contracts  and  Commitments  which are  contracts  for the\nmanufacture  and sale of buses as described in Schedule 6.9,  unless,  as to any\n                                               ------------   \nsuch Contract and  Commitment,  Purchaser and Seller shall  otherwise  have made\nsatisfactory  arrangements  for  Purchaser  to  receive  the  benefits,  rights,\nobligations  and duties under such Contracts and  Commitments in accordance with\nSection 1.2(c)(i) hereof.\n\n\n\n                                      -18-\n\n\n\n                                                             Page 28 of 44 Pages\n\n\n                                   ARTICLE 8.\n\n                                EMPLOYEE MATTERS\n                               ------------------\n\n         8.1.  Employees of the Business;  Termination.  All of the employees of\n               ---------------------------------------\nthe Business,  including  but not limited to for this purpose,  employees of the\nBusiness  who are not in active  employment  status but who on the Closing  Date\nhave rights to return to employment  under Seller's  policies (such as employees\non an approved medical or disability leave of absence,  approved  personal leave\nof absence or  employees  having  recall  rights  pursuant  to a written  layoff\npolicy,  etc.), shall cease their employment with Seller as of the Closing Date.\nPurchaser shall have the right, but not the obligation, to offer employment with\nPurchaser  to any one or more of such  terminated  employees  of the Business on\nterms and conditions acceptable to Purchaser.\n\n         8.2.  Employment Claims.\n               -----------------\n\n                  (a) Claims Filed For Seller's  Actions  Prior to Closing Date.\n                      ---------------------------------------------------------\nSeller  shall be  responsible  and liable for any  claim,  complaint,  charge or\nlawsuit which is filed before or after the Closing Date by (i) an individual who\nwas employed by Seller prior to the Closing Date and (ii) alleges a violation of\na federal, state, county, local or other governmental law, decree,  ordinance or\nregulation  which pertains to an act or event that occurred prior to the Closing\nDate and  relates to  employment  or  employment  practices,  including  but not\nlimited to any claim,  complaint,  charge or lawsuit relating to discrimination,\nharassment,  unequal  pay,  handicap  access,  and whether  brought  pursuant to\nstatute, in tort, contract or otherwise. Seller and Purchaser shall cooperate in\ngood  faith to  develop  strategies  to deal with any such  claims,  complaints,\ncharges or  lawsuits  which  will  minimize  each  party's  potential  exposure.\nPurchaser shall not consent to any settlement of nor concede any issue regarding\nsuch claims,  complaints,  charges or lawsuits  which affects Seller without the\nprior  written  consent  of  Seller,  which  consent  shall not be  unreasonably\nwithheld.  In the event that any matters  contemplated  by Section 8.2(a) occur,\nPurchaser will provide Seller with any information,  material or documents which\nSeller shall request as part of its defense.\n\n                  (b) Claims  Filed For  Purchaser's  Actions  After the Closing\n                      ----------------------------------------------------------\nDate. Purchaser shall be responsible and liable for any claim, complaint, charge\n----\nor lawsuit  which is filed after the Closing  Date and alleges a violation  of a\nfederal,  state, county,  local or other governmental law, decree,  ordinance or\nregulation  which  pertains to an act or event that occurred on or following the\nClosing Date and relates to employment or  employment  practices,  including but\nnot limited to claims of failure to hire from Seller. Seller and Purchaser shall\ncooperate  in good faith to  develop  strategies  to deal with any such  claims,\ncomplaints,  charges or lawsuits  which will  minimize  each  party's  potential\nexposure.  Seller shall not consent to any  settlement  of nor concede any issue\nregarding such claims,  complaints,  charges or lawsuits which affects Purchaser\nwithout the prior  written  consent of  Purchaser,  which  consent  shall not be\nunreasonably  withheld.  Seller  shall  not  be  liable  to  Purchaser  for  any\nemployment actions taken or omitted to be taken by Purchaser,  even if Purchaser\nis merely continuing in practices  previously engaged in by Seller. In the event\nthat any matters  contemplated  by Section  8.2(b)  occur,  Seller will  provide\nPurchaser with any  information,  material or documents  which  Purchaser  shall\nrequest as part of its defense.\n\n\n                                      -19-\n\n\n\n                                                             Page 29 of 44 Pages\n\n\n         8.3. Worker's  Compensation Claims and Worker's  Occupational  Diseases\n              ------------------------------------------------------------------\nClaim.  Seller shall be responsible  when it is adjudicated or  administratively\n-----\ndetermined  liable  for any claim  which may be  asserted  by  employees  of the\nBusiness  which  arose  under  the  worker's  compensation  or other  applicable\noccupational  disease and  disablement  statutes (or any similar  statutes)  and\nregulations  thereof of the State of Michigan and is based on a reported  injury\nsustained while employed by Seller.  Purchaser  shall be responsible  when it is\nadjudicated  or  administratively  determined  liable for any claim which may be\nasserted  by  employees   of  the  Business   which  arose  under  the  worker's\ncompensation or other applicable  occupational  disease and disablement statutes\n(or any similar  statutes) and regulations  thereof of the State of Michigan and\nis based on a reported injury sustained while employed by Purchaser.\n\n         8.4. Severance. Purchaser shall not be responsible for severance pay to\n              --------- \nany  employee  of the  Business  who  declines  any  offer of  employment,  upon\ncomparable terms, job description and compensation as currently provided to such\nemployee  by  Seller,  that  may  be  made  by  Purchaser.  Purchaser  shall  be\nresponsible for severance pay to any employee  (other than the employees  listed\non Schedule 8.4 hereto) of the  Business  who declines any offer of  employment,\n   ------------  \nwhich is upon terms, job description and\/or  compensation less favorable than as\ncurrently provided to such employee by Seller,  that may be made by Purchaser or\nwho is not offered employment by Purchaser.\n\n         8.5. Other Agreements,  Plans,  Understandings and Practice. Subject to\n              ------------------------------------------------------ \nthe  provisions of Article 9, unless  reflected on the Audited  Closing  Balance\nSheet or otherwise specifically assumed by Purchaser in Section 1.3(a) hereof or\nin the  above  provisions  of  Article  8,  Seller  shall  retain  any  and  all\nobligations or liabilities with respect to any agreement, plan, understanding or\npractice of Seller which provided or promised a payment, benefit,  contribution,\nprerequisite  or service to any  employee  of the  Business  (\"Employee  Benefit\nPlans\")  while an  employee  of Seller and shall  indemnify  and hold  Purchaser\nharmless from and against all claims related  thereto with respect to any former\nemployee of Seller who becomes an employee of  Purchaser;  and  Purchaser  shall\nindemnify  and hold  Seller  harmless  from and  against  any and all  claims of\nemployees,  whether or not hired by Purchaser,  related in any way to any matter\nspecifically assumed by Purchaser in Article 8 hereof.\n\n         8.6.  Termination or Layoffs.\n               ----------------------\n\n                  (a) With respect to the  termination or layoff of any employee\nof the Business hired by Purchaser after the Closing Date, Purchaser will comply\nfully  with  the  Worker  Adjustment  and  Retraining  Notification  Act of 1988\n(\"WARN\").\n\n                  (b)  Prior  to the  date  hereof,  Seller  has  terminated  30\nemployees,  and Seller  currently  employs as of the date hereof 322  employees.\nPurchaser hereby  represents and warrants that it shall hire a sufficient number\nof Seller's  employees such that Seller shall not incur any WARN  liability.  In\nthe event these representations are or become untrue or inaccurate,  whether due\nto  misrepresentation,  change of circumstances  or otherwise,  Purchaser hereby\nassumes and agrees to pay any WARN liability caused by such inaccuracy and holds\nSeller harmless from all liability in connection therewith.\n\n\n\n                                      -20-\n\n\n\n                                                             Page 30 of 44 Pages\n\n\n                                   ARTICLE 9.\n\n                            TERMINATION OF AGREEMENT\n\n         9.1. Events of Termination.  This Agreement may be terminated,  and the\n              --------------------- \ntransactions  contemplated  hereby  may be  abandoned,  at any time prior to the\nClosing Date:\n\n                  (a) by the mutual consent of the Seller and Purchaser;\n\n                  (b) by Purchaser,  if Seller breaches in any material  respect\nany of its  representations,  warranties,  covenants or agreements  contained in\nthis Agreement;\n\n                  (c) by Seller,  if Purchaser  breaches in any material respect\nany of its  representations,  warranties,  covenants or agreements  contained in\nthis Agreement or if Seller elects to exercise its right of termination pursuant\nto Section 1.3(a)(ii) hereof;\n\n                  (d) by either Purchaser or Seller, if any of the conditions to\nClosing  is not  fulfilled  (or  waived  by the  party  for  whose  benefit  the\nconditions exist) on or prior to the Closing Date; provided that a party may not\nterminate this Agreement pursuant to this provision if such party is in material\nbreach of any of its covenants or agreements contained in this Agreement; or\n\n                  (e) by  either  Purchaser  or Seller  if the  Closing  has not\noccurred by February 16, 1998.\n\n         9.2. Effect of Termination.  In the event that either party shall elect\n              --------------------- \nto terminate this Agreement pursuant to any provision contained herein expressly\ngiving such party the right to terminate this  Agreement,  this Agreement  shall\nforthwith terminate and have no further effect, and neither party shall have any\nfurther  obligation or liability (except with respect to those provisions hereof\nwhich expressly survive any termination of this Agreement).  Notwithstanding the\nforegoing,  the termination of this Agreement  pursuant to any provision  hereof\nshall not relieve any party of any liability for a breach of any  representation\nor warranty, or nonperformance of any covenant or obligation hereunder,  and any\nsuch  termination  shall not be deemed to be a waiver of any  available  remedy,\nincluding specific performance, for any such breach or nonperformance.\n\n\n                                   ARTICLE 10.\n\n               SURVIVAL; NO OTHER REPRESENTATIONS; INDEMNIFICATION\n\n         10.1.  Survival.   All  representations,   warranties,   covenants  and\n                --------    \nagreements  contained in this  Agreement or in any document  delivered  pursuant\nhereto  shall  survive  the  Closing,  and,  as  to  all  such  representations,\nwarranties, covenants and agreements contained in this Agreement, shall continue\nin full force and effect for a period of 18 months  following  the Closing  Date\n(the  \"Survival  Period\");  provided that the Survival  Period shall be extended\nautomatically  to include any time period  necessary to resolve a specific claim\n\n\n                                      -21-\n\n\n\n                                                             Page 31 of 44 Pages\n\nfor indemnification  which was made before the expiration of the Survival Period\nbut not resolved  prior to its  expiration;  and provided  further than any such\nextension  shall apply only as to claims asserted and not so resolved within the\nSurvival  Period.  Notwithstanding  anything  contained  herein to the contrary,\nincluding  the  foregoing,  the  Survival  Period  shall not  apply to  Seller's\nobligations  to indemnify  Purchaser  from any liability with regard to Excluded\nLiabilities  or Purchaser's  obligations to indemnify  Seller from any liability\nwith regard to Assumed  Liabilities,  and the indemnifications set forth in this\nArticle to the extent they pertain thereto, which shall survive without temporal\nlimitation.\n\n         10.2.  Indemnification.\n                ---------------\n\n                  (a) Seller shall  indemnify and hold harmless  Purchaser,  and\nits  officers,   directors,  owners,  employees,  agents,   representatives  and\nAffiliates,  from and  against  any and all  Damages  related  to,  caused by or\narising from any misrepresentation, breach of warranty or failure to fulfill any\ncovenant or agreement by Seller, including any failure of Seller to fully pay or\nsatisfy any of the Excluded Liabilities of Seller.\n\n                  (b) Purchaser  shall indemnify and hold harmless  Seller,  and\nits  officers,   directors,  owners,  employees,  agents,   representatives  and\nAffiliates,  from and  against  any and all  Damages  related  to,  caused by or\narising from any misrepresentation, breach of warranty or failure to fulfill any\ncovenant or  agreement  by Purchaser  and  contained  herein for which notice is\ngiven as provided in Section 10.4 hereof.\n\n         10.3.  Limitations  on Seller's  Indemnification.  Seller  shall not be\n                -----------------------------------------\nliable and Purchaser agrees not to enforce any claim for  indemnification  under\nthis Agreement  until the aggregate  amount of all such claims exceeds 2-1\/2% of\nthe cash  portion of the  Purchase  Price  (the  \"Threshold  Amount\"),  and then\nPurchaser  shall be entitled to recover only the amount of such claims in excess\nof the Threshold  Amount.  Purchaser shall provide Seller with written notice of\nall claims included in the Threshold Amount. The maximum aggregate  liability of\nSeller for Damages of every kind and  character  arising  under or in connection\nwith  this  Agreement  and  the  transactions   contemplated  hereby,  including\nindemnification,  shall be equal to the amount of the 50% of the cash portion of\nthe Purchase  Price. In determining the amount subject to any claim, if any, for\nindemnification  against Seller hereunder,  the amount of any insurance proceeds\nreceived  by  Purchaser  shall be  deducted  from  the  amount  of the  required\nindemnification payments.\n\n         10.4. Notice of Indemnification  Claim.  Following the assertion of any\n               --------------------------------\nclaim by a third party or the  occurrence  of any event or the  discovery of any\nfacts or conditions  which could  reasonably be expected to give rise to a claim\nfor  indemnification  from an indemnifying party (the  \"Indemnitor\")  under this\nArticle 10, an  indemnified  party (the  \"Indemnitee\")  shall within thirty days\nnotify the  Indemnitor  in writing of such claim,  setting  forth in  reasonable\ndetail  the  specific  facts and  circumstances  relating  to such claim and the\namount of Damages  claimed (or an estimate  thereof if the actual  amount is not\nknown or not capable of reasonable calculation) (an \"Indemnification Notice\"). A\ndelay in giving  notice  shall only  relieve the  recipient  of liability to the\nextent the recipient suffers actual prejudice because of the delay.\n\n         10.5. Third Party Claims. If the facts or conditions giving rise to the\n               ------------------\nright of indemnification  under this Article 10 involve any actual or threatened\n\n\n                                      -22-\n\n\n\n                                                             Page 32 of 44 Pages\n\nclaim or demand by a third party  against  Seller or  Purchaser  (a \"Third Party\nClaim\"),  the Indemnitor  shall have thirty (30) days  following  receipt of the\nIndemnification  Notice in  respect  of such  Third  Party  Claim to advise  the\nIndemnitee whether the Indemnitor  disputes or accepts, in whole or in part, its\nliability to the Indemnitee and\/or whether the Indemnitor  desires to defend the\nIndemnitee against such Third Party Claim. Assuming the Indemnitor is liable for\nany properly notified Third Party Claim, the Indemnitor shall have no obligation\nto the Indemnitee  for legal fees incurred by the Indemnitee  prior to or during\nsuch  thirty day period in  connection  with such Third  Party  Claim other then\nminimum legal costs incurred to avoid a default  judgment and\/or to maintain the\nstatus quo. In the event the Indemnitor  determines to accept the defense of any\nsuch Third Party Claim, the Indemnitee shall have the right to be represented by\nits own counsel,  its participation to be subject to the reasonable direction of\nthe  Indemnitor,  and the  Indemnitee  shall provide all  requested  waivers and\nauthorities  to permit the  Indemnitor  to defend such Third Party Claim.  Where\nIndemnitee has accepted  defense of a claim,  Counsel selected by the Indemnitee\nto act on its  behalf in the  defense  of a Third  Party  Claim  shall be at the\nIndemnitee's  sole cost and expense.  If the  Indemnitor  fails to undertake the\ndefense  of or settle or pay any  Third  Party  Claim  within  thirty  (30) days\nfollowing receipt of the  Indemnification  Notice in respect of such Third Party\nClaim, or if the Indemnitor,  after having given  notification to the Indemnitee\nthat it intends to assume the defense,  fails  within  thirty (30) days from its\nreceipt of the Indemnification  Notice to defend, settle or pay such Third Party\nClaim,  then the Indemnitee may take any and all necessary actions to dispose of\nthe Third Party Claim including the settlement or full payment thereof upon such\nterms as it shall deem appropriate, in its sole discretion.  Notwithstanding the\nforegoing, the Indemnitee shall have the right to employ separate counsel in any\nsuch claim or  proceeding  and the fees and expenses of such counsel shall be at\nthe expense of such  Indemnitor  if: (i) the  Indemnitor  has failed to promptly\nassume  the  defense  and employ  counsel or (ii) the named  parties to any such\nclaim or proceeding  (including any impleaded  parties)  include such Indemnitee\nand any of the  Indemnitors,  and such Indemnitee shall have been advised by its\ncounsel that there may be one or more legal  defenses  available to it which are\ndifferent  from or in addition  to those  available  to any of the  Indemnitors;\nprovided,  however that the  Indemnitors  shall not in such event be responsible\nhereunder for the fees and expenses of more than one firm of separate counsel in\nconnection with any claim or proceeding.\n\n         10.6. Other Indemnification  Claims. Except for Third Party Claims, the\n               -----------------------------\nIndemnitor  shall have twenty (20) days to advise the  Indemnitee  of whether it\ndisputes or accepts  liability to the indemnitee  for all other  indemnification\nclaims  that are the  subject  of an  Indemnification  Notice  delivered  to the\nIndemnitor as provided in Section 10.4 above.\n\n         10.7.  Reimbursement.  At the  time the  amount  of  Damages  suffered,\n                -------------\nincurred or  sustained by the  Indemnitee  is  determined  (which in the case of\npayment of any judgment  shall be the earlier of (i) the date of such payment or\n(ii)  the  date  that a court  of  competent  jurisdiction  shall  enter a final\njudgment,  order or decree (after exhaustion of appeal rights) establishing such\nDamages),  the Indemnitor shall, within thirty (30) days from receipt of written\nnotice  from the  Indemnitee,  pay to the  Indemnitee  the amount of the Damages\nassociated with such indemnification  claim. The obligation of the Indemnitor to\npay for reasonable  legal fees and costs associated with a Third Party Claim for\nwhich Indemnitor admits liability and which the Indemnitee is defending shall be\n\n\n                                      -23-\n\n\n\n                                                             Page 33 of 44 Pages\n\nsatisfied  within  thirty  (30) days of the  Indemnitor's  receipt of an invoice\ntherefor accompanied by documents from the third party submitting the expense or\nproof of payment by the Indemnitee.\n\n         10.8.   No   Other   Representations;    Limitations   on   Breach   of\n                 ---------------------------------------------------------------\nRepresentations and Warranties.\n------------------------------\n\n                   (a)  Notwithstanding  anything to the  contrary  contained in\nthis  Agreement,  Purchaser  acknowledges  and agrees  that  Seller is making no\nrepresentations or warranties  whatsoever,  express or implied,  with respect to\nthe Purchased Assets or the Business,  the transactions  contemplated  hereby or\nunder the Related  Agreements or any matter related thereto,  except that Seller\nhas made the representations and warranties contained in Article 2 and Article 8\nhereof.  Subject to such  representations and warranties,  it is understood that\nPurchaser  takes the Business and the Purchased  Assets on an \"as is\" and \"where\nis\" basis.\n\n                   (b)  Notwithstanding   anything  to  the  contrary  contained\nherein, it is the explicit intent of each party hereto that Purchaser shall have\nno indemnification claim under this Agreement and the Related Agreements, and no\nother remedy shall be had in contract,  tort or  otherwise,  for any  individual\nclaim,  or any series or group of related  claims,  insofar as a  Purchaser  had\nactual  knowledge  of facts or  conditions  on or prior to the Closing Date that\nwould or could be reasonably  likely to cause or constitute a breach of Seller's\nrepresentations, warranties or covenants contained herein and would give rise to\nan indemnification claim under this Article 10 in respect of any such breach (an\n\"Excluded Indemnification Claim\").  Purchaser hereby agrees and expressly waives\nany right or entitlement to indemnification  under this Article 10 and any other\nremedy  in   contract,   tort  or   otherwise,   in  respect  of  any   Excluded\nIndemnification Claim.\n\n         10.9.  Limited  Guaranty.  Seller  shall  cause its  corporate  parent,\n                -----------------\nChampion  Enterprises,  Inc.,  to execute and deliver at the time of Closing,  a\nguaranty  of  payment  (\"Limited  Guaranty\")  of  the  Seller's  indemnification\nobligations arising under Article 10 hereunder, limited in all events to maximum\naggregate  amount of 50% of the cash portion of the Purchase Price.  The Limited\nGuaranty shall be in the form of Exhibit 10.9 attached hereto.\n\n\n                                   ARTICLE 11.\n\n                                   DEFINITIONS\n\n         11.1.  Definitions.\n\n                  (a) Defined Terms.  As used in this  Agreement,  the following\n                      -------------   \ndefined terms have the meanings indicated below:\n\n         \"Accounts  Receivable\"  has  the  meaning  ascribed  to it  in  Section\n          --------------------\n1.2(a)(i).\n\n         \"Actions  or   Proceedings\"   means  any  action,   suit,   proceeding,\n          -------------------------\narbitration or Governmental or Regulatory Authority investigation.\n\n\n                                      -24-\n\n\n\n                                                             Page 34 of 44 Pages\n\n\n         \"Affiliate,\"  of a given  Person,  means any Person that  directly,  or\n          ---------\nindirectly through one of more  intermediaries,  controls or is controlled by or\nis under common control with such given Person. For purposes of this definition,\n\"control\"  of a Person means the power,  direct or indirect,  to direct or cause\nthe direction of the management and policies of such Person, whether by Contract\nor otherwise.\n\n         \"Agreement\"  means this Asset  Purchase  Agreement,  together  with the\n          ---------\nSchedules and Exhibits hereto.\n\n         \"Assignment Instruments\" has the meaning ascribed to it in Section 1.5.\n          ----------------------\n\n         \"Assumed Liabilities\" has the meaning ascribed to it in Section 1.3(a).\n          -------------------\n\n         \"Assumption Agreement\" has the meaning ascribed to it in Section 1.5.\n          --------------------\n\n         \"Assumption Instruments\" has the meaning ascribed to it in Section 1.5.\n          ----------------------\n\n         \"Business\"  has the  meaning  ascribed  to it in the  forepart  of this\n          --------\nAgreement.\n\n         \"Books  and  Records\"  has  the  meaning  ascribed  to  it  in  Section\n          -------------------\n1.2(b)(vii).\n\n         \"Business  Day\" means a day other than  Saturday,  Sunday or any day on\n          -------------\nwhich banks  located in the State of Michigan  are  authorized  or  obligated to\nclose.\n\n         \"Closing\" means the closing of the transactions contemplated by Section\n          -------\n1.5.\n\n         \"Closing Adjustment\" has the meaning ascribed to it in Section 1.4(b).\n          ------------------\n\n         \"Closing Date\" has the meaning ascribed to it in Section 1.5.\n          ------------\n\n         \"COBRA\" means the  Consolidated  Omnibus Budget  Reconciliation  Act of\n          -----\n1986.\n\n         \"Code\" means the Internal  Revenue  Code of 1986,  as amended,  and the\n          ----\nrules and regulations promulgated thereunder.\n\n         \"Condition  of  the  Business\"  means  the  overall  business  and  the\n          ----------------------------\nfinancial condition and results of operations of the Business, taken as a whole.\n\n         \"Contract\"  means  any  oral  or  written  agreement,  lease,  license,\n          --------\nevidence of Indebtedness,  mortgage,  indenture,  security  agreement,  or other\ncontract,  instrument or  arrangement  to which a Seller is a party and which is\nutilized solely in the conduct of the Business.\n\n         \"Contracts and  Commitments\"  has the meaning ascribed to it in Section\n          --------------------------\n1.2(a)(v).\n\n         \"Damages\"  means  the  net  amount,   after  taking  into  account  all\n          -------\nrecoveries and all tax benefit  effects,  of all liabilities,  damages,  losses,\n\n\n                                      -25-\n\n\n\n                                                             Page 35 of 44 Pages\n\npenalties,  fines,  assessments,  claims, costs and expenses including interest,\namounts  paid in  settlement,  court  costs,  reasonable  attorneys'  fees,  and\nconsultants' and experts' fees.\n\n         \"Employee Benefit Plans\" has the meaning ascribed to it in Section 8.5.\n          ----------------------\n\n         \"Encumbrance\" has the meaning ascribed to it in Section 2.6.\n          -----------\n\n         \"Environmental Laws\" has the meaning ascribed to it in Section 1.3(b).\n          ------------------\n\n         \"Environmental  Liabilities\"  has the meaning ascribed to it in Section\n          --------------------------\n1.3(b).\n\n         \"Equipment   Leases\"  has  the  meaning   ascribed  to  it  in  Section\n          ------------------\n1.3(a)(iv).\n\n         \"ERISA\" means the Employee  Retirement  Income Security Act of 1974, as\n          -----\namended, and the rules and regulations promulgated thereunder.\n\n         \"Excluded Assets\" has the meaning ascribed to it in Section 1.2(b).\n          ---------------\n\n         \"Excluded  Indemnification  Claim\" has the  meaning  ascribed  to it in\n          --------------------------------\nSection 10.9(b).\n\n         \"Excluded  Inventory\"  has  the  meaning  ascribed  to  it  in  Section\n          -------------------     \n1.2(b)(ii).\n\n         \"Excluded  Intellectual  Property\"  has the  meaning  ascribed to it in\n          --------------------------------\nSection 1.2(b)(iii).\n\n         \"Excluded  Liabilities\"  has  the  meaning  ascribed  to it in  Section\n          ---------------------\n1.3(b).\n\n         \"GAAP\" means generally accepted accounting principles.\n          ----\n\n         \"General Assignment\" has the meaning ascribed to it in Section 1.5.\n          ------------------\n\n         \"Governmental  or  Regulatory  Authority\"  means any  court,  tribunal,\n          ---------------------------------------\narbitrator,  authority, agency, commission, official or other instrumentality of\nany country or multinational  organization,  or any state, county, city or other\npolitical subdivision.\n\n         \"HSR Act\" has the meaning ascribed to it in Section 2.3.\n          -------\n\n         \"Hold Back Amount\" has the meaning ascribed to it in Section 1.4(a).\n          ----------------\n\n         \"Indebtedness\" means all obligations of a given Person (a) for borrowed\n          ------------\nmoney or (b) in the nature of the  guarantees  of the  obligations  described in\nclause (a) of any other Person.\n\n         \"Indemnification  Notice\"  has the  meaning  ascribed  to it in Section\n          -----------------------\n10.4.\n\n\n         \"Indemnitee\"  means  any  Person  claiming  indemnification  under  any\n          ----------\nprovision of Article 10.\n\n\n                                      -26-\n\n\n\n                                                             Page 36 of 44 Pages\n\n\n         \"Indemnitor\"   means,  with  respect  to  a  given  claim  of  a  given\n          ----------\nIndemnitee,  the Person  against which such claim for  indemnification  is being\nasserted.\n\n         \"Intellectual  Property\"  means all  trademarks  and trademark  rights,\n          ----------------------\ntrade  names and trade name  rights,  service  marks and  service  mark  rights,\ncopyrights and copyright rights,  trade dress,  patents,  trade secrets, and all\npending  applications for and registrations of copyrights,  all product designs,\nlicenses,  franchises,  memberships,  permits, trade secrets,  inventions, \"know\nhow,\" common law rights,  privileges  and general  intangibles  and all goodwill\nrelating  to any of the  foregoing  held  or used by the  Seller  solely  in the\nconduct of the Business.\n\n         \"Inventory\" has the meaning ascribed to it in Section 1.2(a)(ii).\n          ---------\n\n         \"Knowledge of Seller\" means the actual  knowledge of the Persons listed\n          -------------------\non Schedule 11.1(a)-1 annexed hereto.\n\n         \"Knowledge  of  Purchaser\"  means the actual  knowledge  of the Persons\n          ------------------------\nlisted on Schedule 11.1(a)-2 annexed hereto.\n\n         \"Laws\"  means  all  material  laws,   statutes,   rules,   regulations,\n          ----\nordinances and other pronouncements having the effect of law in any jurisdiction\nor  multinational  organization  or any state,  county,  city or other political\nsubdivision or of any Governmental or Regulatory Authority.\n\n         \"Liability\" or \"Liabilities\" means any or all Indebtedness, obligations\n          ---------      -----------\nand other  liabilities of a Person (whether known or unknown,  whether absolute,\naccrued, contingent, fixed or otherwise, and whether due or to become due).\n\n         \"Licenses\"  means all  licenses,  permits,  certificates  of authority,\n          --------\nauthorizations,   approvals,  registrations,  franchises  and  similar  consents\ngranted or issued by any Governmental or Regulatory Authority.\n\n         \"Liens\"  means  any  debt,  mortgage,  pledge,   assessment,   security\n          -----\ninterest,  lease,  lien, adverse claim, levy, charge or other encumbrance of any\nkind,  or any  conditional  sale  Contract,  title  retention  Contract or other\nContract to give any of the foregoing.\n\n         \"Order\" means any writ, judgment,  decree,  injunction or similar order\n          -----\nof  any  Governmental  or  Regulatory  Authority  (in  each  such  case  whether\npreliminary or final).\n\n         \"Permitted Encumbrances\" has the meaning ascribed to it in Section 2.7.\n          ----------------------\n\n         \"Person\" means any natural person,  corporation,  general  partnership,\n          ------\nlimited partnership,  proprietorship, other business organization, trust, union,\nassociation or Governmental or Regulatory Authority.\n\n         \"Pre-Closing  Tax Period\"  means any Tax period ending on or before the\n          -----------------------\nclose of business on the Closing  Date and,  with respect to any Tax period that\ncommences  before but ends after the Closing Date, the portion of such period up\nto the close of business on the Closing Date.\n\n                                      -27-\n\n\n\n                                                             Page 37 of 44 Pages\n\n\n\n         \"Purchase Price\" has the meaning ascribed to it in Section 1.4(a).\n          --------------\n\n         \"Purchase  Price  Estimate\"  has the meaning  ascribed to it in Section\n          -------------------------\n1.4(a).\n\n         \"Purchased Assets\" has the meaning ascribed to it in Section 1.2(a).\n          ----------------\n\n         \"Purchaser\"  has the  meaning  ascribed  to it in the  forepart of this\n          ---------\nAgreement.\n\n         \"Real Property\"  means all real property listed on Schedule  1.2(a)(vi)\n          -------------\nannexed  hereto  owned  in  fee  simple  by  Seller  and  all  plants,  offices,\nmanufacturing or remanufacturing facilities,  warehouses,  buildings, structures\nand improvements  located thereon, and all mineral rights, oil wells, leases and\nrentals with respect thereto.\n\n         \"Related  Agreement\"  means all  agreements,  contracts,  certificates,\n          ------------------\ninstruments or other documents required to executed and\/or delivered pursuant to\nor in connection with this Agreement by any Person.\n\n         \"RV Business\" has the meaning ascribed to it in Section 1.3(b).\n          -----------    \n\n         \"RV Liabilities\" has the meaning ascribed to it in Section 1.3(b).\n          --------------\n\n         \"Seller\"  has  the  meaning  ascribed  to it in the  forepart  of  this\n          ------\nAgreement.\n\n         \"Seller Savings Plan\" has the meaning ascribed to it in Section 8.1(b).\n          -------------------\n\n         \"Seller  Welfare  Benefit  Plans\"  has the  meaning  ascribed  to it in\n          -------------------------------\nSection 8.1(c).\n\n         \"Survival Period\" has the meaning ascribed to it in Section 10.1.\n          ---------------\n\n         \"Tangible  Personal Property\" has the meaning ascribed to it in Section\n          ---------------------------\n1.2(a)(iv).\n\n         \"Tax Returns\" means a report,  return or other  information  (including\n          -----------\nany  amendments)  required  to be supplied to any  Governmental  Authority  with\nrespect  to  Taxes   including,   where  permitted  or  required,   combined  or\nconsolidated returns for any group of entities.\n\n         \"Taxes\"  means any federal,  state,  county,  local or foreign  income,\n          -----\ngross receipts,  franchise, sales, use, excise, gains, value added, withholding,\nemployment,  payroll,  social  security,  property  and all  other  taxes of any\nnature, fees, levies,  duties,  assessments,  deficiencies or charges imposed by\nany  governmental  entity,  and includes any  interest and  penalties  (civil or\ncriminal)  on or  additions  to any such  taxes  and any  expenses  incurred  in\nconnection with the determination, settlement or litigation of any Taxes.\n\n         \"Third Party Claim\" has the meaning ascribed to it in Section 10.5.\n          -----------------\n\n         \"Threshold Amount\" has the meaning ascribed to it in Section 10.3.\n          ----------------\n\n         \"WARN\" has the meaning ascribed to it in Section 8.6(a).\n          ----\n\n                                      -28-\n\n\n\n                                                             Page 38 of 44 Pages\n\n\n\n         \"Warranty Deed\" has the meaning ascribed to it in Section 1.5.\n          -------------\n\n                  (b)  Construction  of Certain  Terms and  Phrases.  Unless the\n                       --------------------------------------------  \ncontext of this Agreement  otherwise  requires,  (i) words of any gender include\neach other  gender;  (ii) words using the singular or plural number also include\nthe plural or singular number, respectively; (iii) the terms \"hereof,\" \"herein,\"\n\"hereby\" and  derivative or similar words refer to this entire  Agreement;  (iv)\nthe terms \"Article,\"  \"Section,\"  \"clause\" or \"subclause\" refer to the specified\nArticle,  Section,  clause or  subclause of this  Agreement;  and (v) the phrase\n\"ordinary course of business\" of a Person refers to the business of such Person.\nWhenever this Agreement  refers to a number of days,  such number shall refer to\ncalendar days unless  Business Days are  specified.  All  accounting  terms used\nherein and not expressly  defined  herein shall have the meanings  given to them\nunder  GAAP.  Any   representation  or  warranty  contained  herein  as  to  the\nenforceability  of a Contract shall be subject to the effect of any  bankruptcy,\ninsolvency,  reorganization,  moratorium  or other  similar  law  affecting  the\nenforcement of creditors' rights generally and to general  equitable  principles\n(regardless  of whether such  enforceability  is  considered  in a proceeding in\nequity or at Law).\n\n\n                                   ARTICLE 12.\n\n                                  MISCELLANEOUS\n\n         12.1. Notices. All notices, consents, requests and other communications\n               -------\nhereunder must be in writing and shall be deemed to have been duly given only if\ndelivered personally or by facsimile transmission or mailed (first class postage\nprepaid) to the parties at the following addresses or facsimile numbers:\n\n                  If to Purchaser, to:\n\n                  Thor Industries, Inc.\n                  419 W. Pike Street\n                  Jackson Center, Ohio  45334\n                  Facsimile No.: (937) 596-6539\n                  Attn:  President and Chief Executive Officer\n\n                  with a copy to:\n\n                  Akin, Gump, Strauss, Hauer &amp; Feld, L.L.P.\n                  590 Madison Avenue\n                  New York, New York  10022\n                  Facsimile No.: (212) 872-1002\n                  Attn:  Alan Siegel, Esq.\n\n\n                                      -29-\n\n\n\n                                                             Page 39 of 44 Pages\n\n\n                  If to Seller, to:\n\n                  Champion Motor Coach, Inc.\n                  c\/o Champion Enterprises, Inc.\n                  2701 University Drive, Suite 320\n                  Auburn Hills, Michigan 48326-2566\n                  Facsimile No.: (248) 340-9345\n                  Attn:  President and Chief Executive Officer\n\n                  with a copy to:\n\n                  Miller, Canfield, Paddock and Stone, P.L.C.\n                  1400 North Woodward, Suite 100\n                  Bloomfield Hills, Michigan  48304\n                  Facsimile No.: (248) 258-3036\n                  Attn:  Ronald H. Riback, Esq.\n\nAll such  notices,  requests  and other  communications  shall (a) if  delivered\npersonally to the address as provided in this Section 12.1, be deemed given upon\ndelivery,  (b) if delivered by facsimile transmission to the facsimile number as\nprovided  in this  Section  12.1,  be  deemed  given  upon  receipt,  and (c) if\ndelivered  by mail in the manner  described  above to the address as provided in\nthis  Section  12.1 be deemed  given upon  receipt (in each case  regardless  of\nwhether such  notice,  request or other  communication  is received by any other\nPerson to whom a copy of such notice,  request or other  communication  is to be\ndelivered pursuant to this Section 12.1). Any party hereto from time to time may\nchange its address,  facsimile  number or other  information  for the purpose of\nnotices to that party by giving notice specifying such change to the other party\nhereto.\n\n         12.2. Bulk Sales Act. Purchaser hereby waives any requirement to comply\n               --------------\nwith the bulk sales act or comparable  statutory  provisions of each  applicable\njurisdiction  and  indemnifies  Seller from any claims upon Assumed  Liabilities\narising on account of such noncompliance.\n\n         12.3.  Entire  Agreement.  This  Agreement  and the Related  Agreements\n                -----------------    \nsupersede  all prior  discussions  and  agreements  between or among the parties\nhereto  with  respect to the subject  matter  hereof and thereof and contain the\nsole and entire agreement between the parties hereto with respect to the subject\nmatter hereof and thereof.\n\n         12.4.  Expenses.   Except  as  otherwise  expressly  provided  in  this\n                --------\nAgreement,  whether or not the transactions contemplated hereby are consummated,\neach party hereto shall pay its own costs and  expenses  incurred in  connection\nwith the  negotiation,  execution and closing of this  Agreement and the Related\nAgreements and the transactions contemplated hereby and thereby.\n\n         12.5.  Waiver. Any term or condition of this Agreement may be waived at\n                ------\nany time by the party  that is  entitled  to the  benefit  thereof,  but no such\nwaiver shall be effective unless set forth in a written instrument duly executed\nby or on behalf of the party  waiving such term or  condition.  No waiver by any\nparty  hereto of any term or  condition  of this  Agreement,  in any one or more\ninstances,  shall be  deemed to be or  construed  as a waiver of the same or any\nother\n\n                                      -30-\n\n\n\n                                                             Page 40 of 44 Pages\n\n\nterm or condition of this Agreement on any future occasion. All remedies, either\nunder this  Agreement or by Law or otherwise  afforded,  shall be cumulative and\nnot alternative.\n\n         12.6.  Amendment.  This  Agreement  may  be  amended,  supplemented  or\n                ---------\nmodified  only by a written  instrument  duly  executed  by or on behalf of each\nparty hereto.\n\n         12.7.  No Third Party  Beneficiary.  The terms and  provisions  of this\n                ---------------------------\nAgreement  are intended  solely for the benefit of the parties  hereto and their\nrespective  successors or permitted assigns,  and it is not the intention of the\nparties hereto to confer third party beneficiary rights upon any other Person.\n\n         12.8.  No Assignment  Binding  Effect.  Neither this  Agreement nor any\n                ------------------------------\nright,  interest or  obligation  hereunder  may be assigned by any party  hereto\nwithout the prior written consent of the other parties  hereto,  and any attempt\nto do so shall be void.  Subject to the preceding  sentence,  this  Agreement is\nbinding upon,  inures to the benefit of and is enforceable by the parties hereto\nand their respective successors and assigns.  Notwithstanding the foregoing, the\nPurchaser shall have the right to assign its rights and  obligations  under this\nAgreement  to any  wholly-owned  subsidiary  of  Purchaser,  provided  that such\nassignment  shall  not  relieve  Purchaser  of  any  obligations  hereunder  and\nprovided,  further,  that with respect to any obligations of Purchaser hereunder\nto be performed on or after the Closing Date  (including  execution and delivery\nof the  Assumption  Agreement),  such  obligations  shall be  performed  by such\nsubsidiary  and  Purchaser  shall  provide  a  guaranty  of  such   subsidiary's\nobligations.\n\n         12.9.  Heading.  The headings used in this Agreement have been inserted\n                -------\nfor  convenience  of  reference  only and do not define or limit the  provisions\nhereof.\n\n         12.10.  Invalid Provisions.  If any provision of this Agreement is held\n                 ------------------\nto be illegal,  invalid or unenforceable under any present or future Law, and if\nthe rights or obligations of any party hereto under this Agreement  shall not be\nmaterially and adversely  affected  thereby,  (a) such provision  shall be fully\nseverable,  (b)  this  Agreement  shall be  construed  and  enforced  as if such\nillegal,  invalid or unenforceable  provision had never comprised a part hereof,\n(c) the remaining  provisions of this  Agreement  shall remain in full force and\neffect  and shall not be  affected  by the  illegal,  invalid  or  unenforceable\nprovision or by its severance herefrom.\n\n         12.11. Governing Law. This Agreement shall be governed by and construed\n                -------------    \nin accordance with the Laws of the State of Michigan to a contract  executed and\nperformed  in  such  State,  without  giving  effect  to the  conflicts  of laws\nprinciples thereof.\n\n         12.12.  Schedules and  Exhibits.  Disclosure of any fact or item in any\n                 -----------------------   \nSchedule or Exhibit hereto referenced by a particular Section shall,  should the\nexistence of the fact or item or its contents be relevant to any other  Section,\nbe deemed to be disclosed  with respect to such other Section  whether or not an\nexplicit  cross-reference  appears.  All  schedules  shall be  updated as of the\nClosing.  The  Schedules  hereto  shall,  for all purposes be deemed to mean and\nrefer to the  Schedules  hereto,  as amended and  supplemented  by such  updated\nSchedules.\n\n\n                                      -31-\n\n\n\n                                                             Page 41 of 44 Pages\n\n\n         12.13.  Counterparts.  This  Agreement may be executed in any number of\n                 ------------   \ncounterparts,  each of  which  shall be  deemed  an  original,  but all of which\ntogether shall constitute one and the same instrument.\n\n         12.14. Public Announcements: Confidentiality. Except as required by law\n                -------------------------------------    \nor governmental  regulation,  or the rules of the New York Stock  Exchange,  all\nannouncements  relating to this Agreement or the negotiations  relating to it or\ntransactions  contemplated in it, including announcements to employees,  will be\nmade only as may be agreed upon  jointly by  representatives  designated  by the\nparties.  Until  the  Closing  Purchaser  agree  to  keep,  and to  cause  their\nrespective  representatives,   lenders  and  others  to  keep,  all  information\npertaining  to Seller and Seller's  Business  strictly  confidential,  except as\nrequired by law.\n\n         12.15. Name of Seller.  Immediately after the Closing, the Seller shall\n                --------------\nchange its name to another name not confusingly similar to its present name, and\ndiscontinue  any assumed name  certificates,  and shall take all other action as\nmay be required to permit Buyer,  subject to the terms of the License Agreement,\nto file an assumed name  certificate  as to the name  \"Champion  Motor Coach\" or\n\"Champion Bus\".\n\n\n\n                  (Remainder of page intentionally left blank)\n\n\n\n                                      -32-\n\n\n\n                                                             Page 42 of 44 Pages\n\n\n\n         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered\nby the duly authorized officer of each party as of the date first above written.\n\n\n                                   CHAMPION MOTOR COACH, INC.\n\n\n                                   By:  \/S\/ JACQUELINE DOUT\n                                        ---------------------------------------\n                                        Name:     JACQUELINE DOUT\n                                        Title:    VICE PRESIDENT OF FINANCE\n\n\n                                   THOR INDUSTRIES, INC.\n\n\n                                   By:  \/S\/ PETER B. ORTHWEIN\n                                        ---------------------------------------\n                                        Name:     PETER B. ORTHWEIN\n                                        Title:    VICE PRESIDENT, TREASURER\n                                                  AND DIRECTOR\n\n\n                                      -33-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9053],"corporate_contracts_industries":[9391],"corporate_contracts_types":[9623,9622],"class_list":["post-43287","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-thor-industries-inc","corporate_contracts_industries-autos__rvs","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43287","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43287"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43287"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43287"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43287"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}