Exhibit 4.12
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT dated as of December 21, 1995 (the "Amendment") is
entered into among XXXXX XXXXX XXXXXX, as Trustee, XXXXXXX XXXXX XXXXX,
XXXX XXXX XXXXX, XXXXXX X. XXXXX, both Individually and as Joint Tenant
with XXXXXX X. XXXXX, GENERAL MANUFACTURED HOUSING, INC., a Georgia
corporation ("GMH") and GMH ACQUISITION CORP., a Delaware corporation (the
"Buyer") and amends the Stock Purchase Agreement dated as of October 10,
1995 (the "Original Agreement") by and among Xxxxx Xxxxx Xxxxxx, as
Trustee, Xxxxxxx Xxxxx Xxxxx, Xxxx Xxxx Xxxxx, Xxxxxx X. Xxxxx and Xxxxxx
X. Xxxxx, as Joint Tenants, GMH and the Buyer (collectively, the "Original
Parties").
WITNESSETH:
WHEREAS, the Original Parties entered into the Original
Agreement; and
WHEREAS, since the execution of the Original Agreement, the
parties have had further discussions regarding certain aspects of the terms
of the Original Agreement; and
WHEREAS, the parties hereto wish to amend the Original Agreement
in order to accurately set forth their understandings and agreements
regarding the terms of the Transaction;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements made herein and in the Original Agreement, the parties hereto,
intending to be legally bound, hereby amend the Original Agreement as
follows:
1. All capitalized terms used in this Amendment and not defined
herein shall have the meanings given such terms in the Original Agreement.
2. The Table of Contents is hereby deemed conformed to reflect
the changes set forth below to the substantive provisions of the Original
Agreement.
3. The definition of "Sellers" set forth in the preamble to the
Original Agreement is hereby deleted and the following definition added, in
alphabetical order, to Section 1 of the Original Agreement:
"Sellers" shall mean, collectively, Xxxxx Xxxxx Xxxxxx, as
Trustee, Xxxxxxx Xxxxx Xxxxx, Xxxx Xxxx Xxxxx, Xxxxxx X. Xxxxx
both Individually and as Joint Tenant with Xxxxxx X. Xxxxx, and
each of the Sellers, individually, shall be a "Seller."
4. The following definitions set forth in Section 1 of the
Original Agreement are hereby amended and restated in their entirety to
read as follows:
"Closing Date" shall mean a date on or after the conditions
specified in Sections 12 and 13 hereof have been satisfied or
waived, but in no event later than December 31, 1995 or such
other date as may be agreed to by the parties to this Agreement.
5. The first sentence of subsection (a) of Section 3 of the
Original Agreement is hereby amended and restated in its entirety to read
as follows:
(a) Cash; Installment Notes. As consideration for the Stock,
the Buyer, at the Closing, will pay to the Sellers cash in the amount of
$46,000,000.
6. Subsections (c), (d) and (e) of Section 3 of the Original
Agreement are hereby amended and restated in their entirety to read as
follows:
(c) Interest. In addition to amounts payable under Section 3(a)
above, the Buyer agrees to pay to the Sellers in cash, on the Closing Date,
interest at the rate of $10,082 per day for each day from November 1, 1995
until and including the day immediately preceding the Closing Date, such
amount to be allocated among the Sellers as set forth on Exhibit A hereto.
(d) Purchase Price Adjustment.
(i) In addition to amounts payable pursuant to Sections
3(a) and 3(c) above, the Buyer shall pay the Sellers an
additional amount, in the aggregate equal to the amount obtained
by dividing (A) the product of (1) the consolidated taxable
income of the Acquired Entities ("Taxable Income") for the period
commencing on November 1, 1995 and ending on the day immediately
preceding the Closing Date (the "Applicable Period") times (2)
the difference between the maximum personal federal income tax
rate in effect for such period and the federal capital gains rate
in effect for such period by (B) 1 minus the federal capital
gains rate in effect for such period. This additional amount
will be calculated by the Buyer within 30 days after the last
business day of the month in which the Closing occurs. Within 40
days after the last business day of the month in which the
Closing occurs, the Buyer shall send the Sellers a copy of such
calculation, together with such supporting detail as will enable
the Sellers to verify such calculation. Within 10 days after
their receipt of such calculation from the Buyer, the Sellers
will advise the Buyer in writing whether they agree or disagree
with the Buyer's calculations. If the Sellers agree with the
Buyer's calculation, the Buyer shall remit the amount due to the
Sellers by wire transfer within 10 days after its receipt of the
Sellers' notice to that effect. If the Sellers disagree with the
Buyer's calculation, the Buyer and the Sellers shall use their
best efforts to resolve such disagreement. If the Sellers and
the Buyer are unable to resolve such disagreement within 30 days
after the Buyer's receipt of the Sellers' notice of such
disagreement, the disagreement shall be submitted to Xxxxxx
Xxxxxxxx LLP for resolution, whose decision shall be binding upon
the Buyer and the Sellers. Within 10 days after Xxxxxx Xxxxxxxx
LLP's determination of the amount due to the Sellers, the Buyer
shall remit the amount so determined to be due to the Sellers by
wire transfer.
(ii) In the event the Closing occurs on a date other than
the first day of a month, Taxable Income, if any, for the month
in which the Closing occurs, shall be calculated on a prorata
basis by multiplying (A) the full month's Taxable Income with
respect to such month times (B) a fraction, the numerator of
which is the number of days in such month which have occurred
prior to the Closing Date, and the denominator of which is the
total number of days in such month.
(iii) Notwithstanding anything to the contrary contained
herein, in the event the Taxable Income for the Applicable Period
shall be negative, the Buyer shall not owe the Sellers any
additional amount under this Section 3(d), and the Sellers shall
not owe any amounts under this Section 3(d) to the Buyer.
(e) Cash Withdrawal. Prior to the Closing, the Sellers shall be
permitted to withdraw, for the Applicable Period an amount of cash in the
Acquired Entities equal to $3,628,000 (exclusive of normal salary accruals
for the Sellers who are employed by GMH at an annualized rate of $200,000
in the aggregate (the "Accruals")) minus the amount of any distributions
made to any of the Sellers during the Applicable Period in excess of the
Accruals. All calculations required under this Section 3(e) shall be based
upon the audited financial statements of the Acquired Entities as of
October 31, 1995 examined by Xxxxxx Xxxxxxxx LLP. In the event the amount
of cash the Sellers are entitled to withdraw under this Section 3(e)
exceeds the amount of cash in the Acquired Entities immediately prior to
the Closing, then the Buyer agrees to borrow such sums to enable it to pay
to the Sellers an amount equal to the difference, and in the event the
Sellers shall have withdrawn an amount in excess of the amount the Sellers
are permitted to withdraw under this Section 3(e), then the Sellers shall,
immediately upon demand therefor, pay such excess to the Buyer.
7. Section 4 of the Original Agreement is hereby amended and
restated in its entirety to read as follows:
Section 4. Closing. The Closing shall take place at the
offices of Nixon, Hargrave, Devans & Xxxxx LLP, New York, New York (or at
such other place as the parties may mutually agree) at 10:00 in the
forenoon, local time, on December 20, 1995 or on such other date as the
parties may mutually agree (the "Closing Date"), but in no event later than
December 31, 1995.
8. Section 7(m) of the Original Agreement is hereby amended and
restated in its entirety to read as follows:
(m) Taxes. Each of the Acquired Entities has duly filed all
federal, state, local, foreign and other tax returns which are required to
be filed by it, and all such returns are true and correct. Each of the
Acquired Entities has paid all taxes pursuant to such returns or pursuant
to any assessments received by it or which it is obligated to withhold from
amounts owing to any employee, creditor or third party. Except as set
forth on Schedule 7(m), the tax returns of any Acquired Entity have not
been audited by the relevant taxing authorities in any of the six
consecutive years immediately preceding the Closing Date, no returns of any
of the Acquired Entities are currently being audited by any local, state,
federal or foreign tax authority, and none of the Acquired Entities have
been notified by any such authority of a forthcoming audit. All monies
required to be withheld by any of the Acquired Entities from employees or
others for income taxes, Social Security and unemployment insurance taxes
have been collected or withheld, and either paid to the respective
governmental agencies or set aside in accounts for such purpose, or
accrued, reserved against, and entered upon the books of such Acquired
Entity, as applicable. Set forth on Schedule 7(m) hereto are all elections
made by each of the Acquired Entities or by any of the Sellers under the
Code or any state, local, foreign or other tax law affecting any tax return
for any of the Acquired Entities covering fiscal years ending in or after
1989. GMH timely filed an election to be taxed under Subchapter S of the
Code, effective January 1, 1995, and timely filed comparable elections
under the relevant tax laws of all states in which it is required to file
income tax returns. All such elections, and all elections required to be
shown on Schedule 7(m) hereto, were, to Sellers' knowledge, valid when made
and are currently valid, and no Acquired Entity nor any Seller will take
any action which would result in the termination of such election prior to
the Closing Date, without the prior written consent of the Buyer.
9. Section 12(j) of the Original Agreement is hereby amended
and restated in its entirety to read as follows:
(j) The consolidated balance sheet of the Acquired Entities as
of October 31, 1995 shall reflect (i) Working Capital of at least
$3,250,000, (ii) accounts receivable from M/H Retail, Inc. of not more than
$250,000, and (iii) Net Worth of at least $7,560,000.
10. Subsections (j), (k) and (o) of Section 13 of the Original
Agreement are each hereby amended and restated in their entirety to read as
follows:
(j) The Buyer shall have received an audited balance sheet of
each of the Acquired Entities as at October 31, 1995, examined by Xxxxxx
Xxxxxxxx LLP which shall reflect no breach of Sellers' representations,
warranties or covenants contained in this Agreement, together with a
schedule of cash transactions of the Acquired Entities from the date of
such balance sheet to the Closing Date which is certified as being true and
correct in all material respects by either the Chief Executive or Chief
Financial Officer of GMH and is reasonably acceptable to the Buyer.
(k) The cash balance of the Acquired Entities on the Closing
Date, after giving effect to any cash withdrawals pursuant to Section 3(e)
hereof, shall be at least $100,000.
(o) The consolidated balance sheet of the Acquired Entities as
of October 31, 1995 shall reflect (i) Working Capital of at least
$3,250,000, (ii) accounts receivable from M/H Retail, Inc. of not more than
$250,000, and (iii) Net Worth of at least $7,560,000.
11. The following new subsection (q) shall be added at the end
of Section 13 of the Original Agreement:
(q) Xxxxx shall have merged with and into GMH, and all of the
assets and liabilities of Xxxxx shall have become assets and liabilities of
GMH.
12. Section 14 of the Original Agreement is hereby amended and
restated in its entirety to read as follows:
Section 14. Additional Covenants.
(a) No Shop. From and after the execution of this Agreement and
until the earlier of (i) termination of this Agreement in accordance with the
provisions of Section 17 hereof and (ii) December 31, 1995, each of the Sellers,
jointly and
severally, agrees that such Seller shall not solicit from others, offers
relating to, or engage with others in any discussions or negotiations relating
to, participation in the acquisition of the Acquired Entities, whether such
acquisition is proposed to be in the form of an acquisition of stock or
otherwise.
(b) Environmental Covenants. The parties hereto agree that promptly
upon consummation of the Transaction, the Buyer will commence and diligently
pursue the environmental remediation with respect to the Premises listed on
Schedule 14(b) hereto. The Buyer shall bear all costs of the environmental
remediation listed on Schedule 14(b) hereto, together with any confirmatory
sampling and any further remedial action on or around the Premises required or
identified as a result of or in conjunction with such remediation and/or
sampling up to a maximum of $100,000. Any and all costs of the environmental
remediation listed on Schedule 14(b) hereto and any such confirmatory sampling
and further remedial action in excess of $100,000 shall be borne by the Sellers
and treated as a Loss, payable in accordance with the provisions of Section 15.
13. Subsection (b)(ii) of Section 15 of the Original Agreement is
hereby amended and restated in its entirety to read as follows:
(ii) any (A) Loss incurred or required to be paid because of (I)
the breach of any representation or warranty contained in
Section 7(m) of this Agreement or (II) any failure to file
any Form 5500 with respect to the AFLAC Cafeteria Plan with
either the Internal Revenue Service or Department of Labor
and (B) obligation or payment by the Buyer in respect of
federal, state, local, foreign and other income taxes
("income taxes") of any of the Acquired Entities, or of any
affiliated group, as defined in the Code, which included any
of the Acquired Entities (but only to the extent that the
subject taxes are attributable to the Acquired Entities),
for all taxable periods ended on or prior to the Closing
Date, in excess of amounts (x) previously paid with respect
thereto by any of the Acquired Entities (or, if applicable,
by any such affiliated group), or (y) reflected as an
accrual on the balance sheet of the Acquired Entities as of
October 31, 1995 examined by Xxxxxx Xxxxxxxx LLP, determined
on a basis consistent with that used in determining tax
liability on the Financial Statements referred to in Section
7(j) hereof;
14. Subsections (A) and (B) of Section 15(d)(ii) of the Original
Agreement are hereby amended to replace "$4,000,000" in each such subsection
with "$3,850,000".
15. Section 16-A of the Original Agreement is hereby amended by
adding the following sentence at the end thereof: "In the event GMH has not
filed any required Form 5500 with respect to the AFLAC Cafeteria Plan prior to
the Closing Date, the Buyer shall cooperate with the Sellers following the
Closing to effect such filing as promptly as is reasonably possible; provided,
that nothing contained herein shall be deemed to obligate the Buyer to pay any
Loss incurred by the Buyer in connection with such filing, all such Losses to be
paid by the Sellers in accordance with the provisions of Section 15 hereof."
16. Subsection (d) of Section 17 of the Original Agreement is hereby
amended to change the date set forth therein from November 30, 1995 to December
31, 1995.
17. Xxxxxx X. Xxxxx, individually and as a joint tenant with Xxxxxx
X. Xxxxx, is hereby made a party to the Original Agreement as fully as if he
were one of the Original Parties. The cover page of and the preamble to the
Original Agreement are each revised to change the reference to "XXXXXX X. XXXXX
and XXXXXX X. XXXXX, as Joint Tenants" to "XXXXXX X. XXXXX,
both Individually and as Joint Tenant with XXXXXX X. XXXXX."
18. Schedules 7(a), (b), (c), (d), (e), (f), (g), (k), (l), (n), (p),
(s) and (t) are hereby amended and restated in their entirety as attached on
Exhibit A hereto.
19. On and after this Amendment becoming effective, all references to
"the Agreement" in the Original Agreement shall mean the Original Agreement, as
amended by this Amendment.
20. Except as expressly amended by this Amendment, the Original
Agreement and each and every representation, warranty, covenant, term and
condition therein, are hereby specifically ratified and confirmed.
21. This Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment as of the date first above written.
SELLERS:
/s/ Xxxxx Xxxxx Xxxxxx
------------------------------
XXXXX XXXXX XXXXXX, as Trustee
/s/ Xxxxxxx Xxxxx Xxxxx
------------------------------
XXXXXXX XXXXX XXXXX
/s/ Drew Xxxx Xxxxx
------------------------------
DREW XXXX XXXXX
/s/ Xxxxxx X. Xxxxx
------------------------------
XXXXXX X. XXXXX, Individually
and as Joint Tenant
/s/ Xxxxxx X. Xxxxx
------------------------------
XXXXXX X. XXXXX, as Joint
Tenant
GENERAL MANUFACTURED HOUSING,
INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Title: Chairman of the Board
BUYER:
GMH ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, President
EXHIBIT A
SELLERS' REVISED SCHEDULES - 10/18/95
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
The following schedules form a part of that certain FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT by and between Xxxxx Xxxxx XXXXXX, AS TRUSTEE, XXXXXXX
XXXXX XXXXX, XXXX XXXX XXXXX AND XXXXXX X. XXXXX AND XXXXXX X. XXXXX, as Joint
Tenants (collectively, the "Sellers"), GENERAL MANUFACTURED HOUSING, INC. and
GMH ACQUISITION CORP. (the "Buyer") dated December __, 1995 (the "Amendment").
Capitalized terms contained in the following schedules have the same meanings as
given them in the Stock Purchase Agreement dated October 10, 1995 (the
"Agreement"). All references to sections refer to sections of the Agreement
unless otherwise specified. Any restatement or paraphrase in the following
schedules (indicated by small, non-bolded print) of any of the statements set
forth in Section 7 or elsewhere in the Agreement are for reference purposes only
and, in the event of any discrepancy between any such restatement or paraphrase
and the text of the Agreement, as amended, the text of the Agreement, as
amended, shall control.
Addenda attached hereto:
Revised Addendum 2 to Schedule 7(e) - List of all motor vehicles
Addendum 1 to Schedule 7(k) - Summary of State Cases as of
November 27, 1995
Addendum 2 to Schedule 7(k) - Summary of Pending and Threatened
Litigation Actions
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
Manufactured General Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(a) "Organization; Good Standing; Power; Etc."
I. Jurisdictions where business is conducted or assets are
owned and in which GMH is qualified as a foreign corporation
to do business:
Florida
North Carolina
South Carolina (as of December 15, 1995)
Lamar Housing, L.L.C. (the "L.L.C."), obtained authority to
transact business in South Carolina on October 20, 1995, and
it remained so qualified through the date of its merger into
GMH on December 15, 1995.
II. Equity Interests in any corporation, partnership, joint
venture or other entity owned, directly or indirectly, by
Acquired Entities:
Prior to the merger of the L.L.C. into GMH, GMH held a 99%
ownership interest in the Capital Account of L.L.C.
III. List of all assumed names or trade names in use by Acquired
Entities:
The Acquired Entities sometimes refer to themselves, their
respective divisions or their products by the following
assumed names: "General Housing," "Jaguar Homes," "Xxxxx
Housing," "Augustine," "Cougar," "Little General,"
"Governor," or "Senator." These are not registered trade or
fictitious names or marks.
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(b) "Capitalization"
Description of the authorized, issued and outstanding equity interests and names
of persons to whom issued:
GENERAL MANUFACTURED HOUSING, INC.:
100,000 shares of common stock authorized, par
value $100.00 per share
Shareholders No. of Shares
Xxxxxx X. Xxxxx and Xxxxxx X. 1,590
Xxxxx XX TEN
Drew Xxxx Xxxxx 1,220
Xxxxxxx Xxxxx Xxxxx 1,220
Xxxxx Xxxxx Xxxxxx, 1,220
Trustee of the
Xxxxx Xxxxx Xxxxxx
Revocable Trust--1995
dated September 27, 1995
Treasury Shares:
General Manufactured Housing, Inc. 750
XXXXX HOUSING, L.L.C. (prior to merger into GMH on
December 15, 1995)
(non-stock entity)
Owner % of Capital Account
General Manufactured
Housing, Inc. 99%
Xxxxxx X. Xxxxx 1
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(c) "Effective Agreement"
Other than the exceptions listed after each entry below, the execution, delivery
and performance of this Agreement by each of the Sellers and the consummation of
the Transaction do not and will not:
(I) conflict with, violate or result in the breach of any of the terms or
conditions of, or constitute a default under
a) the organizational or constituent documents of any of the Acquired
Entities;
None
b) any contract, agreement, commitment, indenture, mortgage, pledge,
note, bond, license, permit or other instrument or obligation to which
any of the Acquired Entities is a party or by which any of the
Acquired Entities or their assets may be bound or affected;
LICENSES (of General Manufactured Housing, Inc. except where noted)
Alabama Manufacturer License No. 4521 (expires 12/31/95) and copy of
renewal application (no date)
Florida DMV License as Manufacturer of Mobile Homes, #MH10075,
effective 10/1/95 for 95-96 license year, and Renewal Certificate
through 9/30/95 of Bankers Insurance Company Bond No. 33-35881
(originally dated 10/1/93)
Florida DMV License as Manufacturer of Recreational Vehicles,
#MR10150, effective 10/1/95 for 95-96 license year, and Renewal
Certificate through 9/30/95 of Bankers Insurance Company Bond No. 33-
35880 (originally dated 10/1/93)
Georgia Manufactured Homes Manufacturer/Dealer License No. 20913
(expires 12/31/95)
Kentucky Certificate of Acceptability No. 95-MM-10-59 (license to
manufacture, import or sell mobile homes to Kentucky Dealers; expires
12/31/95)
Louisiana Manufacturer License No. 95-M00086 (expires 12/31/95)
Mississippi Privilege License for Manufacturer No. 95-M0157 (expires
6/30/96)
North Carolina Manufacturer's License No. 001113 (expires 6/30/96),
Continuation Certificate through 6/30/96 of Selective Insurance Bond
No. B73551
License Bonds, Manufacturer's Representative, to South Carolina
Manufactured Housing Board, through Bankers Insurance Company
(6/30/95 -6/30/96): #33-19363, Xxxxxxx X'Xxxxxx; #33-19364, Xxx Xxxxxx
Xxxx; #33-35895, Xxxxxxx Xxxxx; and #33-19365, Xxxxx X. Xxxxxxx
South Carolina Manufacturer License No. 6255 (expires 6/30/96) and
License Bond #33-19361 to South Carolina Manufactured Housing Board
through Bankers Insurance Company (6/30/95 - 6/30/96)
South Carolina Manufacturer License No. 10410 (expires 6/30/96)
originally issued to Xxxxx Housing, L.L.C.; Bankers Insurance Company
Bond No. 33-34875 (9/8/95 through 6/30/96) naming Xxxxx Housing,
L.L.C. as principal
Tennessee Factory-Manufactured Structures License No. 4500 (expires
12/31/95), Continuation Certificate through 12/31/95 of USF&G Bond No.
02-0130-11677-93-6 and Cincinnati Insurance Co. Bond No. 33-35881
effective 12/31/95
Virginia Manufacturer License #M-1995-00108 (expires 4/6/96)
REPURCHASE AGREEMENTS
1) Bombardier Capital Inc. Floorplan Repurchase Agreement dated
8/7/92
2) Ford Motor Credit Manufacturer Agreement and Addendum dated
11/19/90 (not signed by Ford Motor Credit)
3) Green Tree Financial Corporation Stock Floorplan Financing
Agreement dated 2/24/95 and Pre-Sold
Floorplan Financing Agreement dated 1/25/94
4) Deere Credit, Inc. (a/k/a Deere Credit Services, Inc., a/k/a Xxxx
Deere Credit) Manufacturer's Financing Agreement and Addendum
dated 7/19/94
5) ITT Commercial Finance Corp. Floorplan Repurchase Agreement dated
3/4/88
6) NationsCredit Commercial Corporation Inventory Repurchase
Agreement dated 7/21/93 and corporate Guaranty by General up to
$117,537 on specific invoices, dated 4/3/95
7) Whirlpool Financial Corporation Repurchase Agreement dated
4/17/90
8) Security Pacific Housing Services, Inc. Retail Credit Line
arrangements dated 10/9/89, including Manufacturer's Invoicing
Certification, Manufacturer's Indemnification Agreement, and
personal guaranty (which expired by its own terms on or about
10/9/94)
9) SouthTrust Bank Repurchase Agreement dated 11/14/91
In addition, the Company has entered into repurchase agreements with
numerous local and regional financial institutions (generally
providing floorplan/inventory financing for a single dealer) which in
the aggregate represent not more than 20% of the Company's total
repurchase obligation (in dollars).
DEBT OBLIGATIONS
1) Corporate Guaranty of Deed to Secure Debt made by Waycross and
Xxxx County Development Authority to Xxxxxxxxx Bank dated
12/30/93 encumbering Plants 2 and 3 to secure Promissory Note in
the original principal amount of $613,727.63 in connection with
sale and lease-back transaction;
2) Promissory Note to NationsBank of Georgia, N.A., in the original
principal amount of $600,000 dated 8/24/94 (secured by lien on
aircraft, engines, propellers, accessories and parts);
REAL PROPERTY LEASES:
1) Contract of Lease and Rent dated 12/30/93 with Waycross and Xxxx
County Development Authority for real property referred to as
Plants 2 and 3
2) Lease Agreement dated 5/26/95 between Xxx-Bar Corporation and Hi-
Tech Properties, Inc. (the primary lease underlying the sublease
to GMH) for real property referred to as Plant 4
3) Lease Agreement with Option to Purchase dated 7/10/95 between X.
Xxxx & X. Xxxxx (dba Xxxxx Warehouse Co.) and Xxxxx Housing,
L.L.C. for real property referred to as Plant 5 in Lamar, South
Carolina
4) Lease Agreement dated 10/10/95 between Waycross and Xxxx County
Development Authority and Hi-Tech Properties, Inc. for unimproved
real property adjacent to Plant 4 (which requires consent of the
Lessor to sublease to GMH, but which consent is expected to be
obtained prior to the closing date)
5) Sellers are aware of the existence of a Lease Agreement between
Waycross and Xxxx County Development Authority and Xxx-Bar
Corporation, the primary lease underlying the 5/26/95 sublease
from Xxx-Bar to Hi-Tech; a copy of such Lease Agreement has not
yet been made available and consequently the terms thereof have
not yet been reviewed as of the date of this Amendment; it may or
may not require the Consent of the Landlord in connection with
the Transaction.
OTHER
HUD certification as HUD-approved manufacturer
c) any law, regulation, ordinance or decree to which any of the Acquired
Entities or their assets are subject;
None
(II) result in the creation or imposition of any lien, security interest,
charge, encumbrance, restriction or right, including rights of termination
or cancellation, in or with respect to, or otherwise materially adversely
affect, any of the properties, assets or businesses of any of the Acquired
Entities.
All documents included in Part I Item b of this Schedule 7(c) are
incorporated herein by reference.
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(d) "Consents"
Permits, consents, approvals, or authorizations of, or designations,
declarations or filings with, governmental authorities or other persons or
entities by Sellers or any Acquired Entity required in connection with the
execution or delivery by any of the Sellers or the consummation of the
Transaction:
The following licenses may not be transferable, but, to
Sellers' knowledge, new licenses should be obtainable by
Buyer without undue burden or expense. However, if such
licenses are not maintained, sales of the Company's products
might be interrupted in the affected jurisdictions.
LICENSES (of General Manufactured Housing, Inc. except where noted)
Alabama Manufacturer License No. 4521 (expires 12/31/95) and
copy of renewal application (no date)
Florida DMV License as Manufacturer of Mobile Homes,
#MH10075, effective 10/1/95 for 95-96 license year, and
Renewal Certificate through 9/30/95 of Bankers Insurance
Company Bond No. 33-35881 (originally dated 10/1/93)
Florida DMV License as Manufacturer of Recreational
Vehicles, #MR10150, effective 10/1/95 for 95-96 license
year, and Renewal Certificate through 9/30/95 of Bankers
Insurance Company Bond No. 33-35880 (originally dated
10/1/93)
Georgia Manufactured Homes Manufacturer/Dealer License No.
20913 (expires 12/31/95)
Kentucky Certificate of Acceptability No. 95-MM-10-59
(license to manufacture, import or sell mobile homes to
Kentucky Dealers; expires 12/31/95)
Louisiana Manufacturer License No. 95-M00086 (expires
12/31/95)
Mississippi Privilege License for Manufacturer No. 95-MO157
(expires 6/30/96)
North Carolina Manufacturer's License No. 001113 (expires 6/30/96),
Continuation Certificate through 6/30/96 of Selective Insurance Bond No.
B73551
License Bonds, Manufacturer's Representative, to South Carolina
Manufactured Housing Board, through Bankers Insurance Company (6/30/95 -
6/30/96): #33-19363, Xxxxxxx X'Xxxxxx; #33-19364, Xxx Xxxxxx Xxxx; #00-
00000, Xxxxxxx Xxxxx; and #33-19365, Xxxxx X. Xxxxxxx
South Carolina Manufacturer License No. 6255 (expires 6/30/96) and License
Bond #33-19361 to South Carolina Manufactured Housing Board through Bankers
Insurance Company (6/30/95 - 6/30/96)
South Carolina Manufacturer License No. 10410 (expires 6/30/96) originally
issued to Xxxxx Housing, L.L.C.; Bankers Insurance Company Bond No. 33-
34875 (9/8/95 through 6/30/96) naming Xxxxx Housing, L.L.C. as principal
Tennessee Factory-Manufactured Structures License No. 4500 (expires
12/31/95), Continuation Certificate through 12/31/95 of USF&G Bond No. 02-
0130-11677-93-6 and Cincinnati Insurance Co. Bond No. 33-35881 effective
12/31/95
Virginia Manufacturer License #M-1995-00108 (expires 4/6/96)
REPURCHASE AGREEMENTS:
Green Tree Financial Corporation Stock Floorplan Financing Agreement dated
2/24/95 and Pre-Sold Floorplan Financing Agreement dated 1/25/94 Deere
Credit, Inc. (a/k/a Deere Credit Services, Inc., a/k/a Xxxx Deere Credit)
Maufacturer's Financing Agreement and Addendum dated 7/19/94
NationsCredit commercial Corporation Inventory Repurchase Agreement dated
7/21/93 and corporate Guaranty by General up to $117,537 on specific
invoices, dated 4/3/95
Whirlpool Financial Corporation Repurchase Agreement dated 4/17/90
In addition, the Company has entered into repurchase agreements with
numerous local and regional financial institutions (generally providing
floorplan/inventory financing for a single dealer) which in the aggregate
represent not more than 20% of the Company's total repurchase obligation
(in dollars) and which may or may not require the consent of such financial
institution in connection with this transaction.
DEBT OBLIGATIONS
1) Corporate Guaranty of Deed to Secure Debt made by Waycross and Xxxx
County Development Authority to Xxxxxxxxx Bank dated 12/30/93 encumbering
Plants 2 and 3 to secure Promissory Note in the original principal amount
of $613,727.63 in connection with sale and lease-back transaction;
2) Promissory Note to NationsBank of Georgia, N.A., in the original
principal amount of $600,000 dated 8/24/94 (secured by lien on aircraft,
engines, propellers, accessories and parts);
REAL PROPERTY LEASES:
1) Contract of Lease and Rent dated 12/30/93 with Waycross and Xxxx
County Development Authority for real property referred to as Plants 2 and
3
2) Lease Agreement dated 5/26/95 between Xxx-Bar Corporation and Hi-Tech
Properties, Inc. (the primary lease underlying the sublease to GMH)
3) Lease Agreement with Option to Purchase dated 7/10/95 between X. Xxxx
& X. Xxxxx (dba Xxxxx Warehouse Co.) and Lamar Housing, L.L.C. for real
property referred to as Plant 5 in Lamar, South Carolina
4) Ground Lease dated 9/19/94 between Xxxx County and the City of
Waycross as Lessors and GMH for airplane hangar
5) Lease Agreement dated 10/10/95 between Waycross and Xxxx County
Development Authority and Hi-Tech Properties, Inc. for unimproved real
property adjacent to Plant 4 (which requires consent of the Lessor to
sublease to GMH, but which consent is expected to be obtained prior to the
closing date)
6) Sellers are aware of the existence of a Lease Agreement between
Waycross and Xxxx County Development Authority and Xxx-Bar Corporation, the
primary lease underlying the 5/26/95 sublease from Xxx-Bar to Hi-Tech; a
copy of such Lease Agreement has not yet been made available and
consequently the terms thereof have not yet been reviewed as of the date of
this Amendment; it may or may not require the Consent of the Landlord in
connection with the Transaction.
OTHER
"HUD Package" evidencing GMH's qualification as HUD-approved manufacturer
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufacutred Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(e) "Title to and Assets"
I. Description of all property and assets, real and personal,
tangible and intangible (having a book value in excess of
$20,000) owned by each of the Acquired Entities:
Beechcraft King Air 200 airplane
Attached to Schedule 7(e) to the Stock Purchase Agreement dated
10/10/95 as "Addendum 1 to Schedule 7(e)" is the depreciation schedule
of General Manufactured Housing, Inc., as of June 30, 1995, reflecting
tangible personal and real property of GMH.
Attached here to as "Revised Addendum 2 to Schedule 7(e)" is a list of
all motor vehicles, including serial numbers as of December 18, 1995
Attached to Schedule 7(e) to the Stock Purchase Agreement dated
10/10/95 as "Addendum 3 to Schedule 7(e)" is a IM of all bank accounts
and certificates as of 10/10/95.
II. Exceptions to title of assets listed in item I of this
Schedule 7(e):
1) Deed to Secure Debt to BankSouth, Waycross dated 5/25/88
encumbering Plant 1, securing two Promissory Notes for $400,000 and
$186,793, respectively (personally guaranteed by Xxx Xxxxx)
2) Deed to Secure Debt (second mortgage) encumbering Plant 1
property, securing Note to The Xxxxxxxxx Bank dated 3/2/95 in the
maximum amount of $209,000, for payment of a declining Letter of
Credit in favor of Xxx-Bar Corporation in the maximum amount of
$209,000 (declining at the rate of $9,000 per month) as Security
Deposit under Lease between Hi-Tech and Xxx-Bar for Plant 4
3) Deed to Secure Debt and UCC-1 to Xxxxxxxxx Bank dated 12/30/93
from Waycross and Xxxx County Development Authority encumbering Plants
2 and 3 and certain personal property located therein to secure
Promissory Note in the original principal amount of $613,727.63 in
connection with sale and lease-back transaction
4) Security Agreement dated 8/24/94 and UCC-1 Financing Statement
filed 9/26/94 in favor of NationsBank of Georgia, N.A., encumbering
aircraft, engines, propellers, accessories and parts, to secure
Promissory Note in the original principal amount of $600,000
5) UCC-1 Financing Statements in favor of Fabwel, Inc., encumbering
leased equipment consisting of Guffermaker Extruder and Watertite
Gutter Machines
6) UCC-1 Financing Statements in favor of AMS of Indiana, Inc.
encumbering leased equipment consisting of heat duct machines
7) UCC-1 Financing Statements in favor of Toyota Motor Credit Corp.
encumbering leased equipment including 6 Toyota Forklifts
III. Condition and repair of property:
See "Addendum 4 to Schedule 7(e)" (letter from Xxxx Xxxxxx, Esq.,
relating to condition of manufacturing plants) attached to the Stock
Purchase Agreement dated 10/10/95
IV. Other material assets used substantially on an exclusive basis in
connection with the business of the Acquired Entities which are not
owned by the Acquired Entities:
Residential property located at 000 Xxxxx Xxxx Xxxx, Xxxxxxxx,
XX, leased pursuant to Rental Agreement dated August 1, 1995, by
and between Xxxxx and Xxxx Xxxxx (Owners) and Xxxxxx Xxxxxx
(Tenant), for the purpose of providing temporary living quarters
for employees of the Acquired Entities while in Waycross on
business
See also descriptions of leased equipment on Schedule 7(f)
incorporated herein by reference.
MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(f) "Leases and Licensing Agreements"
I. List and brief description of all leases of real property and all
franchises, licensing agreements and leases of (or other arrangements for
the use of) any item of personal property:
REAL PROPERTY LEASES:
1) Lease and Assignment of Lease dated 12/30/93 in connection with sale
and leaseback to/from Waycross and Xxxx County Development Authority for
real property referred to as Plants 2 and 3
2) Sublease Agreement dated 7/1/95 between HI-TECH PROPERTIES, INC. as
sublessor and GMH for real property referred to as Plant 4, and Lease
Agreement dated 5/26/95 between Xxx-Bar Corporation and Hi-Tech Properties,
Inc. (the primary lease underlying the sublease to GMH)
3) Lease Agreement with Option to Purchase dated 7/10/95
between X. Xxxx & X. Xxxxx, each individually and dba Lamar Warehouse Co.,
and Xxxxx Housing, L.L.C. for Plant 5 in Lamar, South Carolina
4) Lease Agreement dated 10/10/95 between Waycross and Xxxx County
Development Authority and Hi-Tech Properties, Inc. for unimproved real
property adjacent to Plant 4
5) Sublease Agreement dated as of 10/10/95 between Hi-Tech Properties,
Inc. and General Manufactured Housing, Inc. for unimproved real property
adjacent to Plant 4
6) Ground Lease dated 9/19/94 between Xxxx County and the City of
Waycross as Lessors and GMH for airplane hangar
7) Residential property located at 000 Xxxxx Xxxx Xxxx, Xxxxxxxx, XX,
leased pursuant to Rental Agreement dated August 1, 1995, by and between
Xxxxx and Xxxx Xxxxx (Owners) and Xxxxxx Xxxxxx (Tenant), for the purpose
of providing temporary living quarters for employees of the Acquired
Entities while in Waycross on business
8) Sellers are aware of the existence of a Lease Agreement between
Waycross and Xxxx County Development Authority and Xxx-Bar Corporation, the
primary lease underlying the 5/26/95 sublease from Xxx-Bar to Hi-Tech; a
copy of such Lease Agreement has not yet been made available and
consequently the terms thereof have not yet been reviewed as of the date of
this Amendment
PERSONAL PROPERTY LEASES:
1) Equipment Lease Agreements with Handling Systems Engineering, Inc.
(all assigned simultaneously with execution to Toyota Motor Credit
Corporation), all for Toyota Forklifts, as follows:
6/2/95. . . . . . . . . . . S/N 76092
8/18/93 . . . . . . . . . . S/N 75336
. . . . . . . . . . . . . . S/N 75390
. . . . . . . . . . . . . . SIN 75417
. . . . . . . . . . . . . . S/N 75431
12/16/92. . . . . . . . . . S/N 75016
12/8/93 . . . . . . . . . . S/N 75536
. . . . . . . . . . . . . . S/N 75538
2) Equipment Lease Agreements with Southeast Industrial Equipment for
Toyota Forklifts used in the Lamar, S.C. Plant 5, as follows:
8/17/95 . . . . . . . . . . S/N 12225
8/22/95 . . . . . . . . . . S/N 71247
3) Four (4) each Guttermaker Extruders and Watertite Gutter Machines
leased pursuant to [verbal arrangement] with Fabwel, Inc. in consideration
of $1 annual rent and purchase of raw materials from Fabwel, Inc.
4) Four (4) Heat Duct Machines leased pursuant to [verbal arrangement]
with AMS of Indiana, Inc., in consideration of $1 annual rent and purchase
of raw materials from AMS of Indiana, Inc.
5) "Warranty Track" software license/lease (unwritten) from GPR Software
Systems
6) License for CAD software system
II. Consents required pursuant to the terms of the above as a result of the
Transaction:
REAL PROPERTY LEASES:
1) Lease and Assignment of Lease dated 12/30/93 in connection with sale
and leaseback to/from Waycross and Xxxx County Development Authority for
real property referred to as Plants 2 and
2) Lease Agreement dated 5/26/95 between Xxx-Bar Corporation and Hi-Tech
Properties, Inc. (the primary lease underlying the sublease between GMH and
Hi-Tech Properties, Inc. for Plant 4)
3) Lease Agreement with Option to Purchase dated 7/10/95 between X. Xxxx
& X. Xxxxx (dba Xxxxx Warehouse Co.) and Xxxxx Housing, L.L.C. for Plant 5
in Lamar, South Carolina
4) Ground Lease dated 9/19/94 between Xxxx County and the City of
Waycross as Lessors and GMH for airplane hangar
5) Rental Agreement dated August 1, 1995, by and between Xxxxx and Xxxx
Xxxxx (Owners) and Xxxxxx Xxxxxx (Tenant), for residential property located
at 000 Xxxxx Xxxx Xxxx, Xxxxxxxx, XX, for the purpose of providing
temporary living quarters for employees of the Acquired Entities while in
Waycross on business
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(g) "Agreements, Etc."
I. Indentures, mortgages, agreements, contracts, arrangements,
commitments, instruments, understandings or obligations of
the Acquired Entities to be performed in whole or in part on
or after the date of Closing, including product warranties,
greater than $25,000 (excluding purchase orders for goods
entered into by any of the Acquired Entities in the ordinary
course of business which individually do not exceed
$75,000):
SECURED DEBT OBLIGATIONS:
1) Deed to Secure Debt to BankSouth, Waycross dated 5/25/88 encumbering
Plant 1, securing two Promissory Notes dated 5/25/88 for $400,000 and
$186,793, respectively (personally guaranteed by Xxx Xxxxx)
2) Promissory Note in the original principal amount of $600,000 dated
8/24/94 in favor of NationsBank of Georgia, N.A., encumbering aircraft,
engines, propellers, accessories and parts, to secure
3) Deed to Secure Debt (second mortgage) dated 3/2/95, encumbering Plant
1 real property, to The Xxxxxxxxx Bank, securing Note for payment of Letter
of Credit in favor of Xxx-Bar Corporation in the maximum amount of $209,000
as Security Deposit under Lease between Hi-Tech and Xxx-Bar for Plant 4
LETTERS OF CREDIT:
1) Letter of Credit No. PB020 dated 5/22/95 issued by The Xxxxxxxxx Bank
in favor of Xxx-Bar Corporation in the maximum amount of $209,000 (said
balance declining at the rate of $9,000 per month) as Security Deposit
under Lease between Hi-Tech and Xxx-Bar for Plant 4
2) Irrevocable Letter of Credit No. PB013 dated 5/18/93 issued by The
Xxxxxxxxx Bank in favor of Bankers Insurance Company for $50,000, securing
South Carolina Manufacturer's Representative License Bonds
REPURCHASE AGREEMENTS:
1) Bombardier Capital Inc. Floorplan Repurchase Agreement
dated 8/7/92
2) Ford Motor Credit Manufacturer Agreement and Addendum dated 11/19/90
3) Green Tree Financial Corporation Stock Floorplan Financing Agreement
dated 2/24/95 and Pre-Sold Floorplan Financing Agreement dated 1/25/94
4) Deere Credit, Inc. (a/k/a Deere Credit Services, Inc., a/k/a Xxxx
Deere Credit) Manufacturer's Financing Agreement and Addendum dated 7/19/94
5) ITT Commercial Finance Corp. Floorplan Repurchase Agreement dated
3/4/88
6) NationsCredit Commercial Corporation Inventory Repurchase Agreement
dated 7/21/93 and corporate Guaranty by General up to $117,537 on specific
invoices, dated 4/3/95
7) Whirlpool Financial Corporation Repurchase Agreement dated 4/17/90
8) Security Pacific Housing Services, Inc. Retail Credit Line
arrangements dated 10/9/89, including Manufacturer's Invoicing
Certification, Manufacturer's Indemnification Agreement, and personal
guaranty (which expired by its own terms on or about 10/9/94)
9) SouthTrust Bank Repurchase Agreement dated 11/14/91
In addition, the Company has entered into repurchase agreements with
numerous local and regional financial institutions (generally providing
floorplan inventory financing for a single dealer) which in the aggregate
represent not more than 20% of the Company's total repurchase obligation
(in dollars).
GUARANTEES AND INDEMNIFICATIONS:
1) Indemnity Agreement in favor of Lessor as to deficiencies caused by
default of Lessee and Indemnification holding Lessor harmless against
claims for losses, damage or injury on the leased premises, pursuant to
Articles IX and XII, respectively, of Contract of Lease and Rent with
Waycross and Xxxx County Development Authority as Lessor
2) Corporate Guaranty by General to NationsCredit up to $117,537 on
specific invoices, dated 4/3/95 in connection with Commercial Corporation
Inventory Repurchase Agreement dated 7/21/93
3) Manufacturer's Indemnification Agreement and personal guaranty dated
10/9/89 (which expired by its own terms on or about 10/9/94) to Security
Pacific Housing Services, Inc. in connection with retail credit line
arrangements
4) Corporate Guaranty by GMH of Deed to Secure Debt made by Waycross and
Xxxx County Development Authority to Xxxxxxxxx Bank dated 12/30/93
encumbering Plants 2 and 3 to secure Promissory Note in the original
principal amount of $613,727.63 in connection with sale and lease-back
transaction;
5) General indemnifications in favor of Lessor in Articles IX and XII of
that certain Lease and Assignment of Lease between GMH as Lessee and
Waycross and Xxxx County Development Authority as Lessor dated 12/30/93 in
connection with sale and lease-back of real property referred to as Plants
2 and 3
6) Environmental indemnity and hold harmless provision in favor of Lessor
in Section 13 of that certain Lease Agreement dated 5/26/95, as amended
July 1, 1995, between Xxx-Bar Corporation as Lessor and Hi-Tech Properties,
Inc. as Lessee (the primary lease underlying that certain Sublease
Agreement dated 7/1/95 between HI-TECH PROPERTIES, INC. as sublessor and
GMH as sublessee for real property
referred to as Plant 4)
7) Environmental indemnity and hold harmless provision in favor of Lessor
in Section 22 of that certain Lease Agreement with Option to Purchase dated
7/10/95 between X. Xxxx & X. Xxxxx, each individually and dba Xxxxx
Warehouse Co., and Xxxxx Housing, L.L.C. for Plant 5 in Lamar, South
Carolina
8) Personal guaranty by Xxx Xxxxx of GMH Deed to Secure Debt to
BankSouth, Waycross dated 5/25/88 encumbering Plant 1, securing two
Promissory Notes dated 5/25/88 for $400,000 and $186,793, respectively
9) Indemnity Agreement from GMH to Xxx-Bar Corporation as Lessor under
that certain Lease Agreement dated 5/26/95 as amended July 1, 1995 pursuant
to Section paragraph F. of Section Two of Amendment to Lease Agreement
dated July 1, 1995
10) Indemnification by GMH of Hi-Tech Properties, Inc. under Section
Two.D. of the Sublease Agreement for the vacant land adjacent to Plant 4
11) Sellers are aware of the existence of a Lease Agreement between
Waycross and Xxxx County Development Authority and Xxx-Bar Corporation, the
primary lease underlying the 5/26/95 sublease from Xxx-Bar to Hi-Tech; a
copy of such Lease Agreement has not yet been made available and
consequently the terms thereof have not yet been reviewed as of the date of
this Amendment; it may or may not contain indemnification provisions in
favor of the Lessor
WARRANTY OBLIGATIONS:
1) "Gold Card Service" customer service warranty program, which includes
(i) HUD mandated 1-year warranty and (ii) additional 9-year warranty
(insured)
2) Product warranty obligations pursuant to warranty information
contained in Setup Manual, Homeowners' Manual, and advertising literature
distributed with finished homes
3) GMH may have additional liability under warranty claims not yet filed
by homeowners resulting from defective composite siding manufactured by
Cladwood (See GMH vs. Cladwood on Schedule 7(k)); Negotiations with
Cladwood to recover damages incurred by GMH are currently in progress
4) Xxxxxxxx vs. Southern Lifestyle Homes, Inc. and General Manufactured
Housing, Inc.: breach of contract claim filed June 1995 in South Carolina
5) Threatened warranty/product liability claim by Xxxxxx Xxxxx, resident
of South Carolina
6) Xxxx X. Xxxx vs. GMH and others: warranty claim suit filed in the
Court of Common Pleas for the Second Judicial Circuit, Aiken County, South
Carolina, Civil Action No. 95-CP-02-732; Complaint served on GMH 10/9/95
REAL PROPERTY LEASES:
1) Lease and Assignment of Lease dated 12/30/93 in connection with sale
and leaseback to/from Waycross and Xxxx County Development Authority for
real property referred to as Plants 2 and 3, including also general
indemnifications in favor of Lessor in Articles IX and XII thereof
2) Sublease Agreement dated 7/1/95 between HI-TECH PROPERTIES, INC. as
sublessor and GMH for real property referred to as Plant 4; Lease Agreement
dated 5/26/95 between Xxx-Bar Corporation and Hi-Tech Properties, Inc. (the
primary lease underlying the sublease to GMH) including also an
environmental indemnity and hold harmless provision in favor of Lessor in
Section 13 of such primary lease; Sellers are aware of the existence of a
Lease Agreement between Waycross and Xxxx County Development Authority and
Xxx-Bar Corporation, the primary lease underlying the 5/26/95 sublease from
Xxx-Bar to Hi-Tech, however a copy of such Lease Agreement has not yet been
made available and consequently the terms thereof have not yet been
reviewed as of the date of this Amendment
3) Lease Agreement with Option to Purchase dated 7/10/95 between X. Xxxx
& X. Xxxxx (dba Xxxxx Warehouse Co.) and Xxxxx Housing, L.L.C. for Plant 5
in Lamar, South Carolina, including also an environmental indemnity. and
hold harmless provision in favor of Lessor in Section 22 thereof
4) Sublease Agreement dated as of 10/10/95 between HiTech Properties,
Inc. and General Manufactured Housing, Inc. for unimproved real property
adjacent to Plant 4 and Lease Agreement dated 10/10/95 between Waycross and
Xxxx County Development Authority and Hi-Tech Properties, Inc. (the primary
lease underlying the sublease to GMH) used for storage of finished goods
5) Ground Lease dated 9/19/94 between Xxxx County and the City of
Waycross as Lessors and GMH for airplane hangar
PERSONAL PROPERTY LEASES:
1) Equipment Lease Agreements with Handling Systems Engineering, Inc.
(all assigned simultaneously with execution by Handling Systems
Engineering, Inc. to Toyota Motor Credit Corporation), all for Toyota
Forklifts, as follows:
6/2/95. . . . . . . . . . . S/N 76092
8/18/93 . . . . . . . . . . S/N 75336
. . . . . . . . . . . . . . S/N 75390
. . . . . . . . . . . . . . S/N 75417
. . . . . . . . . . . . . . S/N 75431
12/16/92. . . . . . . . . . S/N 75016
12/8/93 . . . . . . . . . . S/N 75536
. . . . . . . . . . . . . . S/N 75538
2) Equipment Lease Agreements with Southeast Industrial Equipment for
Toyota Forklifts used in the Lamar, S.C. Plant 5, as follows:
8/17/95 . . . . . . . . . . S/N 12225
8/22/95 . . . . . . . . . . S/N 71247
3) Four (4) each Guttermaker Extruders and Watertite Gutter Machines
leased pursuant to [verbal understanding/ arrangement] with Fabwel, Inc. in
consideration of $1 annual rent and purchase of raw materials from Fabwel,
Inc.
4) Four (4) Heat Duct Machines leased pursuant to arrangements with AMS
of Indiana, Inc., dated 1995, in consideration of $1 annual rent and
purchase of raw materials from AMS of Indiana, Inc.
5) "Warranty Track" software license/lease (unwritten) from GPR Software
Systems
II. Agreements, contracts, understandings, arrangements and obligations with
any supplier paid more than $250,000 by Acquired Entities in any of the
last three fiscal years
The following vendors exceeded the $250,000 threshold in 1993 and/or
1995 (year-to-date) AND are parties to agreements, contracts,
understandings, or arrangements with GMH as described below (records
for 1994 are not yet available):
1) EDISTO HOUSING offers a customer rebate program to purchases of
finished homes.
2) FABWEL, INC. leases equipment to GMH at a nominal rent, pursuant to an
oral agreement, in consideration for the purchase of raw materials
from Fabwel.
3) M/H RETAIL, INC. provides services to GMH pursuant to that certain
Agreement dated March 23, 1988, by and between M/H Retail, Inc., and
GMH, as amended by that
certain Amendment dated as of _______________, 1994.
4) AMS of Indiana, Inc. leases equipment to GMH at a nominal rent,
pursuant to an oral agreement, in consideration for the purchase of
raw materials from AMS OF GEORGIA.
5) GENERAL ELECTRIC purchases are at agreed-upon prices pursuant to the
GE Appliances National Contract Sales Agreement
or with any customer which has paid more than $500,000 to Acquired Entities in
any of the last three fiscal years
Customers under Volume Incentive Program over $500,000 threshold for 1995
as of August 31, 1995:
Oakwood Mobile Homes, Inc., Volume Incentive Program pursuant to letter
dated 2/9/95 from GMH to Xxxx Xxxxxxx, Executive Vice President of Oakwood
Mobile Homes, Inc. [However, see Schedule 7(w) concerning Oakwood's
suspension of purchases.]
Calvary Mobile Homes, Greenville, NC Edisto Housing Center, Inc.,
Orangeburg, SC Southern Lifestyle Homes, Florence, SC
Customers under Volume Incentive Program over $500,000 threshold in 1994:
A&W Mobile Homes
Edisto Housing Center, Inc.
Ranch Park
Southern Lifestyle
Customers under Volume Incentive Program over $500,000 threshold in 1993:
A&W Mobile Homes
Ranch Park
Edisto Housing Center, Inc.
Southern Lifestyle
III. Employee bonus, incentive, compensation, profit sharing, retirement,
pension, group insurance, death benefit or other fringe benefit plans,
deferred compensation and post-termination obligations or trust agreements
in effect or under which amounts remain unpaid as of, or are to become
effective after, the Closing of the Transaction
1) Health Insurance Contract: BCBS Master Contract #23041-001,004 eff.
5/1/93
2) Group Term Life Master Policy: Transamerica Life #BTL199 eff. 8/1/91
3) Group Travel Accident Insurance Policy: ITT Hartford #ETB-102015
(4/27/94 - 4/27/95)
4) GMH Premium Only Cafeteria Plan (A&R 1/1/95)
IV. Collective bargaining agreements with any labor union or other
representative of employees
None
and all employment and consulting contracts not terminable at will without
penalty;
None
V. Each instrument defining the terms on which debts of or guarantees by
Acquired Entities in excess of $25,000 have been or may be issued;
SECURED DEBT OBLIGATIONS:
1) Deed to Secure Debt to BankSouth, Waycross dated
5/25/88 encumbering Plant 1, securing two Promissory Notes
for $400,000 and $186,793, respectively (personally
guaranteed by Xxx Xxxxx)
2) Corporate Guaranty of Deed to Secure Debt to Xxxxxxxxx Bank dated
12/30/93 from Waycross and Xxxx County Development Authority encumbering
Plants 2 and 3 to secure Promissory Note in the original principal amount
of $613,727.63, in connection with sale and lease-back transaction
3) Security Agreement and UCC-1 Financing Statement dated 8/24/94 in
favor of NationsBank of Georgia, N.A., encumbering aircraft, engines,
propellers, accessories and parts, to secure Promissory Note in the
original principal amount of $600,000
4) Deed to Secure Debt (second mortgage) dated 3/2/95, encumbering Plant
1 real property, to The Xxxxxxxxx Bank, securing Note for payment of Letter
of Credit in favor of Xxx-Bar Corporation in the maximum amount of $209,000
as Security Deposit under Lease between Hi-Tech and xxx-Bar for Plant 4
LETTERS OF CREDIT:
1) Declining Letter of Credit in favor of Xxx-Bar Corporation in the
maximum amount of $209,000 (declining at the rate of $9,000 per month) as
Security Deposit under Lease between Hi-Tech and Xxx-Bar for Plant 4
2) Irrevocable Letter of Credit in favor of Bankers Insurance Company for
$50,000, drawn on The Xxxxxxxxx Bank, dated 5/18/93 (expired 5/18/94),
securing South Carolina Manufacturer's Representative License Bonds
REPURCHASE AGREEMENTS (repurchase obligations survive termination of Agreement
in each case):
1) Bombardier Capital Inc. Floorplan Repurchase Agreement dated 8/7/92
2) Ford Motor Credit Manufacturer Agreement and Addendum dated 11/19/90
(not signed by Ford Motor Credit)
3) Green Tree Financial Corporation Stock Floorplan Financing Agreement
dated 2/24/95 and Pre-Sold Floorplan Financing Agreement dated 1/25/94
4) Deere Credit, Inc. (a/k/a Deere Credit Services, Inc., a/k/a Xxxx
Deere Credit) Manufacturer's Financing Agreement and Addendum dated 7/19/94
5) ITT Commercial Finance Corp. Floorplan Repurchase Agreement dated
3/4/88
6) NationsCredit Commercial Corporation Inventory Repurchase Agreement
dated 7/21/93 and corporate Guaranty by General up to $117,537 on specific
invoices, dated 4/3/95
7) Whirlpool Financial Corporation Repurchase Agreement dated 4/17/90
8) Security Pacific Housing Services, Inc. Retail Credit Line
arrangements dated 10/9/89, including Manufacturer's Invoicing
Certification, Manufacturer's Indemnification Agreement, and personal
guaranty (which expired by its own terms on or about 10/9/94)
9) SouthTrust Bank Repurchase Agreement dated 11/14/91
In addition, the Company has entered into repurchase agreements with
numerous local and regional financial institutions (generally providing
floorplan inventory financing for a single dealer) which in the aggregate
represent not more than 20% of the Company's total repurchase obligation
(in dollars).
WARRANTY OBLIGATIONS:
1) "Gold Card Service" customer service warranty program, which includes
(i) HUD mandated 1-year warranty and (ii) additional 9-year warranty
(insured)
2) Product warranty obligations pursuant to warranty information
contained in Setup Manual, Homeowners' Manual, and advertising literature
distributed with finished homes
3) GMH may have additional liability under warranty claims not yet filed
by homeowners resulting from defective composite siding manufactured by
Cladwood (See GMH vs. Cladwood on Schedule 7(k)); Negotiations with
Cladwood to recover damages incurred by GMH are currently in progress
4) Xxxxxxxx vs. Southern Lifestyle Homes, Inc. and General Manufactured
Housing, Inc.: breach of contract claim filed June 1995 in South Carolina
5) Threatened warranty/product liability claim by Xxxxxx Xxxxx, resident
of South Carolina
6) Xxxx X. Hail vs. GMH and others: warranty claim suit filed in South
Carolina; Complaint served on GMH 10/9/95
7) Xxxx X. Edge and Xxxxxxxx X. Edge vs. General Manufactured Housing,
Inc., et al.: warranty claim suit charging fraud and requesting damages "in
excess of $10,000" filed in Xxxx County Superior Court on November 30, 1995
VI. Any agreement limiting the freedom of any of the Sellers or the Acquired
Entities to compete in any line of business or with any person,
None
or limiting the freedom of any other person to compete with any of the
Sellers or any of the Acquired Entities
None
VII. Other agreements, contracts, arrangements, commitments, instruments,
understandings, or obligations, oral or written, to which any of the
Acquired Entities is a party and in which any Seller or any Affiliate of
any of the Acquired Entities has any interest, direct or indirect, which
involve payments of more than $25,000 to or from any of the Acquired
Entities
Sublease Agreement dated 7/1/95 between HI-TECH PROPERTIES, INC. as
sublessor and GMH as sublessee for real property referred to as Plant 4
Sublease Agreement dated 10/10/95 between Hi-Tech Properties, Inc. as
sublessor and GMH as sublessee for vacant property adjacent to Plant 4,
which provides for rental amounts based on certain assumptions concerning
ad valorem taxes and the actual rent amount cannot at this time be
precisely determined
VIII. Amounts and terms of all loans or advances by Acquired Entities to the
Sellers or their Affiliates or the employees and Affiliates of any of the
Acquired Entities;
After 12/31/94, advances for the first three calendar quarters of 1995
were made to each Seller by GMH in the total amount of $300,000 each,
against 1995 income taxes. It is anticipated that additional advances of
$100,000 each will be made for each calendar quarter thereafter until the
closing date. These amounts are reflected on the books as loans but will
be recharacterized as distributions at year-end.
IX. Summary of the anticipated terms and conditions of any item currently
being negotiated by or on behalf of any of the Acquired Entities which
would upon completion be included within the scope of paragraphs (i)
through (viii) of Section 7(g) of the Agreement.
None
X. (A) Agreements in effect which permit any of the Acquired Entities to
incur debt for borrowed money to any bank, insurance company or other
financial institution;
None
(B) rights or obligations of Acquired Entities under any indenture,
mortgage, agreement, contract, arrangement, commitment, instrument,
understanding or obligation listed on this Schedule 7(g) which will be
materially adversely affected by the Transaction;
None
(C) material defaults or claimed, purported or alleged defaults or state
of facts which with notice or lapse of time or both would constitute
material defaults on the part of any party in the performance of any
obligation to be performed or paid by any party under any indenture,
mortgage, agreement, contract, arrangement, commitment, instrument,
understanding or obligation listed on this Schedule 7(g).
None
MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(k) "Litigation, Etc."
Suits, actions, litigation, administrative hearings, arbitrations, labor
controversies or negotiations, other proceedings or governmental inquiries or
investigations, judgments, consent decrees, injunctions, violations of laws,
ordinances, requirements, orders and regulations applicable to the business of
Acquired Entities, and notices received of claimed default with respect to any
of the foregoing:
Attached hereto as Addendum 1 to Schedule 7(k) is a summary of Pending State
Cases as of November 27, 1995.
The following EEOC Notices of Discrimination have been issued by the Savannah
Local Office of the Equal Employment Opportunity Commission:
1) Xxxxxxxx: Sex Discrimination Charge filed 9/24/93
2) Xxxxxxx: Sex Discrimination Charge filed 6/10/94
3) Woodie: Sex Discrimination Charge filed 9/16/94
4) Xxxxx: Sex Discrimination Charge filed 6/20/95
Other Pending and Threatened Causes of Action:
Attached hereto as Addendum 2 to Schedule 7(k) is a summary of certain
pending and threatened litigation actions. In addition, Sellers are aware
of the following additional causes of action:
1) GMH vs. Xxxxx Xxxxxxx; relating to an alleged liability of
approximately $10,000 for towing services; Xxxxxxx has defaulted in this
matter
2) GMH vs. Cladwood Division of Smurfitt Newsprint Corporation
("Cladwood"), Product liability claim to recover amounts paid out by GMH
to settle warranty claims by homeowners resulting from defective composite
siding manufactured by Cladwood
3) Xxxx X. Edge and Xxxxxxxx X. Edge vs. General Manufactured Housing,
Inc., et al.: warranty claim suit charging fraud and requesting damages
"in excess of $10,000" filed in Xxxx County Superior Court on November 30,
1995
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(I) "Licenses and Permits"
1. Complete and accurate list and brief description of all governmental
licenses and permits:
Alabama Manufacturer License No. 4521 (expires 12/31/95) and copy of
renewal application (no date)
Florida DMV License as Manufacturer of Mobile Homes, #MH10075, effective
10/1/95 for 95-96 license year, and Renewal Certificate through 9/30/95 of
Bankers Insurance Company Bond No. 33-35881 (originally dated 10/1/93)
Florida DMV License as Manufacturer of Recreational Vehicles, #MR10150,
effective 10/1/95 for 95-96 license year, and Renewal Certificate through
9/30/95 of Bankers Insurance Company Bond No. 33-35880 (originally dated
10/1/93)
Georgia Manufactured Homes Manufacturer/Dealer License No. 20913 (expires
12/31/95)
Kentucky Certificate of Acceptability No. 95-MM-10-59 (license to
manufacture, import or sell mobile homes to Kentucky Dealers; expires
12/31/95)
Louisiana Manufacturer License No. 95-M00086 (expires 12/31/95)
Mississippi Privilege License for Manufacturer No. 95-M0157 (expires
6/30/96)
North Carolina Manufacturer's License No. 001113 (expires 6/30/96),
Continuation Certificate through 6/30/96 of Selective Insurance Bond No.
B73551
License Bonds, Manufacturer's Representative, to South Carolina
Manufactured Housing Board, through Bankers Insurance Company (6/30/95 -
6/30/96): #33-19363, Xxxxxxx X'Xxxxxx; #33-19364, Xxx Xxxxxx Xxxx; #00-
00000, Xxxxxxx Xxxxx; and #33-19365, Xxxxx X. Xxxxxxx
South Carolina Manufacturer License No. 6255 (expires 6/30/96) and License
Bond #33-19361 to South Carolina Manufactured Housing Board through Bankers
Insurance Company (6/30/95 - 6/30/96)
South Carolina Manufacturer License No. 10410 (expires 6/30/96) originally
issued to Xxxxx Housing, L.L.C.; Bankers Insurance Company Bond No. 33-
34875 (9/8/95 through 6/30/96) naming Xxxxx Housing, L.L.C. as principal
Tennessee Factory-Manufactured Structures License No. 4500 (expires
12/31/95), Continuation Certificate through 12/31/95 of USF&G Bond No. 02-
0130-11677-93-6 and Cincinnati Insurance Co. Bond No. 33-35881 effective
12/31/95
Virginia Manufacturer License #M-1995-00108 (expires 4/6/96)
HUD certification as HUD-approved manufacturer.
II. Governmental licenses or permits required or to be required in connection
with or as a result of the Transaction:
See response to Part III below.
III. Licenses and permits which may NOT be transferred to the Buyer as
contemplated by the Agreement:
The foregoing licenses may not be transferable, but, to Sellers' knowledge,
new licenses should be obtainable by Buyer without undue burden or expense.
However, if such licenses are not maintained, sales of the Company's
products might be interrupted in the affected jurisdictions.
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(n) "No Material Adverse Change"
I. Material adverse changes in the condition of any of the Acquired Entities,
financial or otherwise:
Oakwood Mobile Homes gave notice on or about August 25, 1995, that they
will suspend purchases from GMH. The Buyer was promptly notified of this
development (i.e., prior to signing or executing this Agreement). In its
notification, Oakwood characterized this situation as temporary; however,
no assurances can be given that such suspension may not be permanent.
During the first six months of 1995, sales to Oakwood accounted for
approximately 10% of GMH's total revenues during that period.
II. Other facts, conditions, proposals or circumstances relating to the
business and which materially adversely affects or will in the future
affect the same:
None
III. Employee Controversies:
The following EEOC Notices of Discrimination issued by the Savannah Local
Office of the Equal Employment Opportunity Commission:
1) Xxxxxxxx: Sex Discrimination Charge filed 9/24/93
2) Xxxxxxx: Sex Discrimination Charge filed 6/10/94
3) Woodie: Sex Discrimination Charge filed 9/16/94
4) Xxxxx: Sex Discrimination Charge filed 6/20/95
The Georgia State Board of Workers' Compensation awarded former-employee
Xxxxxxxx Xxxxxxxxx the sum of $225.00 per week commencing July 16, 1993,
and continuing until further award, plus medical expenses and attorney
fees, in its opinion dated August 31, 1994, relating to an accident
occurring on 1/9/92.
Attached to the Stock Purchase Agreement dated 10/10/95 as "Addendum to
Schedule 7(n)" is a schedule of Workers' Compensation Insurance claims made
or which might be made by employees of the Acquired Entities.
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(p) "Insurance"
1. List of all insurance policies of each of the Acquired Entities and a
description of the terms thereof:
Commercial General Liability Insurance Policy; Bankers Insurance Co. #GLA
10 S100104-00 (3/31/95 - 3/31/96); covering all plants plus M/H Retail,
Inc., and products liability
Commercial Property Insurance Policy; Pennsylvania Lumbermens #10-G-012-03-
95 (3/31/95 - 3/31/96) covering 0000 Xxxxxxxxxx Xxxxx (Plant 1); Airport
Hangar; 0000 Xxxxxxx Xx (Plant 4); all inventory (raw materials and
finished goods) and machinery and equipment at all locations
Commercial Property Insurance Policy; Georgia Casualty & Surety Company
#CMP0003174 (6/17/95 - 6/17/96) covering 0000 Xxxxxxxxxx Xxxx. (Plant 2)
Commercial Property Insurance Policy; Georgia Casualty & Surety Company #CF
3260 (11/17/94 - 11/17/95) covering 0000 Xxxxxxxxxx Xxxx., Xxxxxxxx, XX
(Plant 3)
Aircraft Insurance Policy; Insurance Company of North America Policy
#S00293714 on 1979 King Air 200, N-561SS (9/17/94 - 9/17/95)
Workers' Comp/Employer's Liability Ins. Policy: Georgia Casualty & Surety
Company #WC 922721 (4/6/95 - 4/6/96)
Auto Insurance Policy: Georgia Casualty & Surety Company #BA 922723
(4/6/95-4/6/96) covering all trucks and cars
Time Insurance Company Policy Number 02220903 insuring the life of Xxx
Xxxxx in the face amount of $1,000,000 is owned by Xxx. Xxxxxx Xxxxx but
GMH pays premiums and is entitled to reimbursement therefor on policy
payout under a "split-dollar" arrangement; net benefits accrue to insured's
beneficiaries
Xxxxx Housing LLC; Commercial Property Coverage; Pennsylvania Lumbermens
Mutual Insurance Company #39-L-053-01-95; effective 8/17/95
Xxxxx Housing LLC; Workers Compensation and Employers Liability Policy;
Cincinnati Insurance Company #6C28-UB-716V318-1-95; effective 9/1/95-1/1/96
Xxxxx Housing LLC; General Liability Insurance; Bankers Insurance #GLA 39
S100128-00; expires 1/1/96
See also "Addendum to Schedule 7(p)" (List of additional insurance
policies) attached to the Stock Purchase Agreement dated 10/10/95
II. Claims (other than Workers' Compensation claims) in excess of $50,000 each
or $100,000 in the aggregate made or pending on the insurance policies
listed in I. above since January 1, 1992:
None
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(s) "Company Actions"
I. Capital stock or other corporate securities issued since the Audit Date:
None
II. Amounts borrowed and liabilities incurred (other than in the ordinary
course of business) since the Audit Date:
Deed to Secure Debt (second mortgage) dated 3/2/95, encumbering Plant 1
property to The Xxxxxxxxx Bank, securing Note in the maximum amount of
$209,000, for payment of a declining Letter of Credit in favor of Xxx-Bar
Corporation (declines at the rate of $9,000 per month), as Security Deposit
under Lease between Hi-Tech and Xxx-Bar for Plant 4
III. Liens, encumbrances, obligations, and liabilities discharged, satisfied, or
paid (other than current liabilities shown on the balance sheet as of the
Audit Date and current liabilities incurred in the ordinary course of
business) since the Audit Date other than in compliance of the covenant to
discharge all funded indebtedness:
None
IV. Payments or distributions to stockholders and purchases or redemptions of
shares of capital stock since the Audit Date:
After 12/31/94, advances for the first three calendar quarters of 1995 were
made to each Seller by GMH in the total amount of $300,000 each, against
1995 income taxes. It is anticipated that additional advances of $100,000
each will be made for each calendar quarter thereafter until the closing
date. These amounts are reflected on the books as loans but will be
recharacterized as distributions at year-end.
V. Stock splits and reclassifications since the Audit Date:
None
VI. Assets mortgaged, pledged or subjected to lien, charge or other encumbrance
(other than mechanics' liens or tax liens not yet due and payable) since
the Audit Date:
Deed to Secure Debt (second mortgage) dated 3/2/95, encumbering Industrial
Blvd. property to The Xxxxxxxxx Bank, securing Note in the maximum amount
of $209,000, for payment of a declining Letter of Credit in favor of Xxx-
Bar Corporation (declining at the rate of $9,000 per month) as Security
Deposit under Lease between Hi-Tech and Xxx-Bar for Plant 4
VII. Tangible assets sold, assigned or transferred and debts and obligations
cancelled (except in the ordinary course of business) since the Audit Date:
In 1995, GMH's lease of a 1993 Jaguar automobile provided to Xxx Xxxxx
expired, whereupon Xx. Xxxxx personally exercised the option (included in
such lease) to purchase such automobile.
GMH recently has transferred the following personal property to Sellers:
Persona {Computer (located in Xxx Xxxxx'x Waycross residence) and fax
machine (located in Xxx Xxxxx'x Montana residence) to Xxx Xxxxx; fax
machine and printer (located in Xxxxx Xxxxxx'x California residence) to
Xxxxx Xxxxxx.
VIII. Business Property Rights sold, assigned or transferred since the Audit
Date:
None
IX. Extraordinary losses suffered and rights of substantial value waived since
the Audit Date:
None
X. Changes in officer compensation (except in the ordinary course of business
and consistent with past practice) since the Audit Date:
None
XI. Investments made in, money advanced to, and obligations
guaranteed for any third person or entity since the Audit
Date:
None
XII. Transactions entered into (other than in the ordinary course of business)
since the Audit Date:
Xxxxx Housing, L.L.C. was merged into General Manufactured Housing, Inc.
on December 15, 1995
Sublease Agreement dated as of 10/10/95 between Hi-Tech Properties, Inc.
and General Manufactured Housing, Inc. for unimproved real property
adjacent to Plant 4, used for storage of finished goods
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Schedule 7(t) "Related Party Transactions"
Current transactions with the Sellers or their Affiliates or any Affiliate of
any Acquired Entity (including purchases, acquisitions, leases, transfers or any
other transaction or agreement):
SEE NOTE 5 TO THE 1994 AUDITED FINANCIAL STATEMENT:
After 12/31/94, advances for the first three calendar quarters of 1995 were made
to each Seller by GMH in the total amount of $300,000 each, against 1995 income
taxes. It is anticipated that additional advances of $100,000 each will be made
for each calendar quarter thereafter until the closing date. These amounts are
reflected on the books as loans but will be recharacterized as distributions at
year-end.
Sublease Agreement dated 7/1/95 between HI-TECH PROPERTIES, INC. as sublessor
and GMH for real property referred to as Plant 4.
Sublease Agreement dated as of 10/10/95 between HI-TECH PROPERTIES, INC. as
sublessor and GMH for vacant lot adjacent to Plant 4.
Xxxxxxxxx Bank issued Declining Letter of Credit dated 3/2/95, in the maximum
amount of $209,000, in favor of Xxx-Bar Corporation in the name of GMH and
secured by a GMH Deed to Secure Debt encumbering GMH real property, as the
Security Deposit under the primary Lease for Plant 4 between Hi-Tech Properties,
Inc. and Xxx-Bar Corporation
In 1995, GMH's lease of a 1993 Jaguar automobile provided to Xxx Xxxxx expired,
whereupon Xx. Xxxxx personally exercised the option (included in such lease) to
purchase such automobile.
The grounds of Xxx Xxxxx'x personal residence are maintained by the lawn service
contractor engaged by GMH. Xx. Xxxxx pays 50% of the total cost of lawn services
provided under such contract.
M/H Retail, Inc. engages in regular business transactions with GMH with respect
to warranty service and sales of surplus materials.
GMH recently has transferred the following personal property to Sellers:
Personal Computer (located in Xxx Xxxxx'x Waycross residence) and fax machine
(located in Xxx Xxxxx'x Montana residence) to Xxx Xxxxx; fax machine and printer
(located in Xxxxx Xxxxxx'x California residence) to Xxxxx Xxxxxx.
Sublease Agreement dated as of 10/10/95 between Hi-Tech Properties, Inc. and
General Manufactured Housing, Inc. for unimproved real property adjacent to
Plant 4, used for storage of finished goods
GENERAL MANUFACTURED HOUSING, INC.
First Amendment to Stock Purchase Agreement
among Xxxxx Xxxxx Xxxxxx, as Trustee, et al.,
General Manufactured Housing, Inc.
and GMH Acquisition Corp.
Revised Addendum 2 to Schedule 7(e) - List of all motor vehicles
1. 1974. . . Ford . . . (Trash Truck). . . . . . . S/N 83301
2. 1985. . . Ford . . . (Trash Truck). . . . . . . S/N 08760
3. 1988. . . Dodge. . . (Parts Truck). . . . . . . S/N 07299
4. 1984. . . Chevrolet. (Maintenance). . . . . . . S/N 85260
5. 1984. . . Ford . . . (Trash Truck). . . . . . . S/N 28368
6. 1980. . . Ford . . . (Frame Shop) . . . . . . . S/N G0484
7. 1991. . . Lincoln. . (Visiting Dealers) . . . . S/N 50884
8. 1995. . . Dodge. . . (Pickup Materials Truck) . S/N 03513
9. 1984. . . GMC. . . . (FOR SALE) . . . . . . . . S/N 46207
10. 1990. . . Dodge Van. (Medical). . . . . . . . . S/N 60418
11. 1983. . . Ford . . . (Trash Truck). . . . . . . S/N 47331
12. 1987. . . Ford . . . (Trash Truck). . . . . . . S/N 00000
XXXXXXX XXXXX CASES
November 27, 1995
Alabama
SN # 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxx
Xxxxx Inspection at 10/18 - work order to
Xxxxxxx Xxxx 11/2
Wants settlement $450 to Kool Seal room &
for siding that can not be matched
SN # 2050 Xxxxxx Xxxxx Five Points Xxxxx Xxxx
Asking for State Inspection - Set-up -
Attorney involved
SN # 6402 Xxxxxxxxxxxxx Andalusia Southland
Cosmetic; set-up; not blocked correctly -
asking for State Inspection
Florida
SN # 3969 Xxxxx Xxxxxx Tampa Godwins
State ReInspection 10/20 - Xxx Xxxxxx
attended. HOLD until dealer completes
work - excessive moisture. Sagging
ceiling/soft spot
SN # 1526 Xxxxx Xxxxxxx Xxxxx in Hills Ed's
Factory Showcase
State ReInspection 10/26 - Xxx Xxxxxx
attended
Wants new roof and settlement - Deflections
in roof - State needs letter that within
tolerance. Called HWC & Sunbelt
SN # 5057 Xxxx Xxxxxx Lithia Quality-Plant
City
State Inspection 9/27 - not notified - work
order issued 10/4 - Al D
Gap at base cabinet & front door - Major
set-up problems
HOLD until dealer completes work
SN # 3687 Xxxxxxxxx Lake City K & E
Customer took down wall - Roof sagging
Waiting for State Inspection
SN # 3703 Famous Xxxxx Live Oak K & E
State Inspection 11/8 - Correct & replace
data plate
Remainder set-up
SN # 0000 Xxxxxx Xxxx Xxx Xxxxxxxxx
Xxxxx Inspection 12/7 at 10 AM - Xxxxxx has
work order
Floors; walls - waiting on counter top
? attending
Georgia
SN # 6343 Xxxxxxx Xxxx Xxxxxxxxx Carefree
Work order issued 9/25 - finished 10/2 -
return issued 10/13 JS
SN # 5486 Xxxx Xxxxxxxx Bethelem Carefree
State Inspection 10/17 - Xxxxxx Xxxxxxx -
work order 11/14
SN # 0000 Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx
Xxxxx Inspection 11/15 - Xxx Xxxxxxx
attended - Floors - electrical
SN # 3763 Xxxxxxxx Aeworth Atl. MH Brokers
State Inspection 12/7 at 10 AM - may be
set-up - bowed walls
Customer is problem - difficult
? attending
SN # 6211 Xxxxx Xxxxxxxx Housing Brokers
State Inspection 11/13 - Xxxx Xxx - Furnace
problems - Xxxxxxx
XX # 4163 Xxxx Xxxxxx Great American
State Inspection 11/16 - Xxxxxx Xxxxxxx
attended - floors; walls
SN # 1390 Xxxx Sylvania Xxxxx & Xxxx
State Inspection 11/16 - Ceiling cracks -
xxxxx soil- SN # 7487 Hall Dublin Country Classic
State Inspection 11/28 at 11 AM - Major
set-up problems
Xxxxxx attending Customer wants to rescind
sale
SN # 6452 Xxxxxxxx Xxxxx Bob's Family
Housing Inspection 11/30 at 11 AM - set-up;
cosmetic
Xxxxxx Xxxxxxx attending
North
Carolina
SN # 1421 Xxxxxx Sports Lillington Xxxxx Xxxx
State ReInspection 11/2 at 8 AM - RC
attended. Info 11/3
SN # 4087 Xxxxxx Xxxxxxxx Xxxxx Homes
10/16 Xxxxx thinks hearing best way to
close
HEARING 10/28 at 9AM in Raleigh - Drew
attending
SN # 0000 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx -
Xxxxxx
Xxxxx Inspection 10/13 - Xxx Xxxxx
attended. Work order 10/18
Minor; most against dealer. HOLD per
customer until 11/30 - Xxx
SN # 3627 Xxxx/Xxxxxxxx Xxxxxxx Xxxxxx Homes
State Inspection 10/26 - Xxx Xxxxx attended
Mostly set-up - Cosmetic - Door leaks - Xxx
has work order
SN # 0000 Xxxxxxx Xxxx Xxxxxx Xxxxxxx
Xxxxx Inspection 11/6 - Xxx Xxxxx attended
Minor - mostly cosmetic - Xxx has work
order
Kitchen tile/doors - Danube to replace
carpet - also set-up
Xxxxx Xxxxx has work order
SN # 3510 Xxxxx Hartsville Southern
Lifestyle
State Inspection 11/9 - Pay Xxxxx attended
Tennessee
SN # 6276 Xxxxx Full Branch Capitol Homes
Mostly set-up - Asking for State Inspection
SN # 5495 Xxxxx Speedwell Oakwood
Ceiling cracks, carpet, trim, set-up -
Xxxxx Xxxx has work order
NO. 15 - Status of litigation actions; pending and threatened.
1. Xxxxx X. Xxxxxxxxx and Xxxxxxx Xxxxxx Xxxxxxxxx vs. General Manufactured
Housing, Inc., Xxxxxxx Industries, Inc., d/b/a Xxxxxxx Mobile Homes, and
Green Tree Financial Corporation United States District Court, Southern
District of Mississippi, Southern Division Civil Action No. 1:95cv112BrB
Plaintiffs filed suit January 25, 1994 seeking damages against General and other
defendants in the amount of $50,000. The complaint arises primarily from
warranty claims for the purchase of a 1992 General House. General is being
defended by the Law Firm of Xxxx & Xxxxx in Biloxi, Mississippi. Management is
contesting this matter vigorously. This case is set for trial on April 16, 1996.
The Law Firm of Xxxx and Xxxxxx, P.C. is not directly involved in the defense of
this cause of action.
2. Xxxxx Xxxxxx and Xxxxxxx Xxxxxx vs. Quest Mobile Homes, Inc., General
Manufactured Housing, Inc., Xxxxx Xxxx, Individually and X.X. Xxxxxxx,
Individually. Circuit Court of Xxxxxxx County, Mississippi Civil Action No.
6-94-4279
This cause of action is being defended by Xxxx and Xxxxx in Biloxi, Mississippi.
This is also a warranty type claim and General intends to contest it vigorously.
This cause of action is still in the discovery period.
3. Xxxxx and Xxxxx X. Xxxxxxxx vs. Southern Lifestyle Homes, Inc. and General
Manufactured Homes, Inc. Court of Common Pleas, Florence, South Carolina
Civil Action No. #95-CP-21-735
This cause of is also a warranty type claim and General intends to contest it
vigorously. This cause of action is being defended by Xxxxxxx, Xxxxx & Xxxxx in
Hartsville, South Carolina. This cause of action is in the discovery period.
4. Xxxxx Xxxxxx and Xxxxxx Xxxxxx vs. General Manufactured Housing, Inc. Xxxx
Superior Court Civil Action File No. 95V-794
This cause of action is a personal injury lawsuit and loss of consortium action.
This cause of action is being defended by Xxxxx Xxxxxxxx of Jesup, Georgia. This
cause of action is in the discovery period.
5. Xxxx X. Xxxx vs. General Manufactured Housing, Inc., Southern Lifestyle
Homes, Inc., and Green Tree Financial Corporation Court of Common Plea,
Second Judicial Circuit of South Carolina Civil Action File No.
95-CP-02-732
This cause of action is a warranty type claim. This cause of action is being
defended by Fox & Verenes of Aiken, South Carolina. This cause of action is in
the discovery period.
THREATENED LITIGATION
6. Xxxxxx Xxxxx Xxxxx - slip and fall accident; date of accident 1/4/95;
defect in mobile home caused bathroom to flood; claimant slipped and fell. Xx.
Xxxxx is represented by an attorney, Xxxxxx X. Xxxxx, XX in Sumter, South
Carolina
7. Xxxxx X. Xxxxxx; date of accident 7/16/95; personal injury/negligence
claim; debris from mobile home repairs left in yard; claimant fell over debris
and broke her leg; medicals to date totalling $1,402.15. Xx. Xxxxxx is
represented by an attorney, Xxxxxxx X. Xxxxxxx in Black Mountain, North
Carolina.
8. Xxxxxx and Xxxx Xxxxxxxx; mobile home destroyed by fire, the insurer
contends that the mobile home had electrical defects which caused the fire. This
case has been turned over to General's insurance carrier.
