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EXHIBIT 10.4
AMENDMENT NO. 7 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT (the "Amendment") dated
as of February 13, 2001, by and among Champion Enterprises, Inc., a Michigan
corporation, (the "Borrower"), each of the Guarantors (as defined in the Credit
Agreement which is hereinafter defined), the Banks (as defined in the Credit
Agreement), PNC Bank, National Association, in the capacity as Agent, Bank One,
Michigan, successor to NBD Bank, in the capacity as Syndication Agent, Comerica
Bank, in the capacity as Documentation Agent, and National City Bank, Xxxxxx
Trust and Savings Bank, Keybank, National Association, Bank of America, N.A. and
Wachovia Bank, N.A., as Co-Agents.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of May 5, 1998, as amended, (the "Credit Agreement"),
pursuant to which the Banks provide a $90,000,000 revolving credit facility to
the Borrower; and
WHEREAS, the Borrower, the Banks and the Agent desire to amend the
Credit Agreement as hereinafter provided.
NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:
1. Definitions.
Defined terms used herein unless otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement, as hereby amended.
2. Amendment of Credit Agreement.
A. Section 1.1 [Definitions] of the Credit Agreement is hereby amended
by deleting the definitions of "Base Rate", "Borrowing Base", "Business Day",
"Consolidated Cash Flow from Operations", "Consolidated Net Worth", "Federal
Funds Effective Rate" and "Principal Office in their entirety and inserting in
lieu thereof the following:
"Base Rate shall mean the greater of (i) the interest rate per
annum equal to the prime rate of interest announced from time to time by Bank
One, Michigan or its parent (which is not necessarily the lowest rate charged to
any customer), changing when and as said prime rate changes), or (ii) the
Federal Funds Effective Rate plus 1/2% per annum."
"Borrowing Base shall mean at any time the sum of (i) 85% of
Qualified Accounts ("Accounts Portion"), plus (ii) 65% of Qualified Inventory
("Inventory Portion"). Effective on January 1, 2002 and thereafter, the percent
of Qualified Inventory included in the Borrowing Base shall be reduced to 50%.
Effective on January 1, 2003 and thereafter, the percent of Qualified
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Accounts included in the Borrowing Base shall be reduced to 80%. From time to
time in the exercise of the Agent's reasonable discretion based upon changes
which the Agent deems to be appropriate as a result of the collateral audits
which may be performed from time to time pursuant to Section 7.1.6 of this
Agreement, the Agent may (i) decrease the foregoing advance rates and (ii)
establish reserves with respect to the Borrowing Base. The Borrower consents to
any such decreases and reserves and acknowledges that decreasing the advance
rates or establishing reserves may limit or restrict Revolving Credit Loans and
the issuance of Letters of Credit requested by the Borrower. The Agent shall
give the Borrower five (5) days prior written notice of its intention to
decrease any advance rate or establish any reserve as provided for above."
"Business Day shall mean any day other than a Saturday or Sunday
or a legal holiday on which commercial banks are authorized or required to be
closed for business in Detroit, Michigan."
"Consolidated Cash Flow From Operations for any period of
determination shall mean (i) the sum of net income, depreciation, amortization,
interest expense, income tax expense, and, without duplication, Approved
Non-Cash Charges and Plant Closing Charges, minus (ii) noncash credits to net
income and gains on the disposition of assets to the extent included in net
income but not included in operating income, in each case of the Borrower and
its Subsidiaries for such period determined and consolidated in accordance with
GAAP."
"Consolidated Net Worth shall mean as of any date of determination
total stockholders' equity of the Borrower and its Subsidiaries as of such date
determined and consolidated in accordance with GAAP."
"Federal Funds Effective Rate shall mean, for any day, an interest
rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers on such day, as published for such day (of if such day is
not a Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations at approximately 10:00 a.m.
(Chicago time) on such day on such transactions received by the Agent from three
federal funds brokers of recognized standing selected by the Agent in its sole
discretion."
Principal Office shall mean the main banking office of the Agent
in Detroit, Michigan."
B. Section 1.1 [Definitions] of the Credit Agreement is hereby amended
by the insertion of the following new definition in alphabetical order:
"Plant Closing Charges shall mean charges to net income of the
Borrower and its Subsidiaries, determined and consolidated in accordance with
GAAP, attributable to the closing of facilities of the Borrower and its
Subsidiaries from and after February 13, 2001, provided however, it is expressly
agreed that such charges shall not exceed $10,000,000 in the aggregate."
C. Section 7.1.15 of the Credit Agreement is hereby amended and
restated as follows:
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"7.1.15 Landlord's Waiver.
On or before March 31, 2001, the Loan Parties shall have delivered
an executed Landlord's Waiver in substantially the form of Exhibit 7.1.15, or in
such other form satisfactory to the Agent, from the lessor for each leased
Collateral location where the Guarantors conduct manufacturing operations, as
listed on Schedule A to the Security Agreement."
D. Section 7.1.16 of the Credit Agreement is hereby amended and
restated as follows:
"7.1.16 Financing Statement Deliveries.
On or before January 19, 2001, the Loan Parties shall have caused
all financing statements of secured parties which no longer offer credit to the
Loan Parties to be terminated and shall have caused all financing statements
which incorporate accounts, general intangibles and related property as
collateral (which are not proceeds of inventory) or incorporate manufacturing
inventory to have been modified in a form satisfactory to Agent. On or before
February 28, 2001, the Loan Parties shall have provided legal descriptions for
all real property locations where the Loan Parties have manufacturing
facilities."
E. Section 7.2.14 of the Credit Agreement is hereby amended and
restated as follows:
"7.2.14 Minimum Consolidated Cash Flow from Operations.
The Loan Parties shall not permit the Consolidated Cash Flow from
Operations, as calculated at the end of each fiscal month of the Borrower for
the three (3) fiscal months then ended, to be less than the amounts set forth
below for the periods set forth below:
October, 2000 $ 7,100,000
November, 2000 $ 500,000
December, 2000 ($ 8,500,000)
January, 2001 ($15,600,000)
February, 2001 ($22,000,000)
March, 2001 ($24,000,000)
April, 2001 ($14,000,000)
May, 2001 ($ 5,000,000)
June, 2001 $ 5,000,000
July, 2001 $10,500,000
August, 2001 $14,500,000
September, 2001 $18,500,000
October, 2001 $14,500,000
November, 2001 $11,500,000
December, 2001 $ 8,800,000
January, 2002 $12,000,000
February, 2002 $14,000,000
March, 2002 $15,500,000
April, 2002 $16,750,000
May, 2002 $17,500,000
June, 2002 $18,500,000
July, 2002 $19,750,000
August, 2002 $21,500,000
September, 2002 $24,000,000
October, 2002 $24,000,000
November, 2002 $23,000,000
December, 2002 $19,000,000
January, 2003
and thereafter $15,000,000."
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F. Section 7.2.15 of the Credit Agreement is hereby amended and
restated as follows:
"7.2.15 Minimum Net Worth.
The Borrower shall not permit Consolidated Net Worth to be less
than the following amounts for the periods set forth below, as calculated at the
end of each fiscal month of the Borrower commencing with the month ended
December, 2000.
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December 31, 2000 through August 31, $240,000,000
2002
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September 1, 2002 and thereafter $255,000,000"
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G. Section 9.1 of the Credit Agreement is hereby amended and restated
as follows:
"9.1 Appointment.
Each Bank hereby irrevocably designates, appoints and authorizes Bank
One, Michigan to act as Agent for such Bank under this Agreement and to execute
and deliver or accept on behalf of each of the Banks the other Loan Documents.
Each Bank hereby irrevocably authorizes the Agent to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and
any other instruments and agreements referred to herein, and to exercise such
powers and to perform such duties hereunder as are specifically delegated to or
required of the Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. Bank One, Michigan agrees to act as the Agent on
behalf of the Banks to the extent provided in this Agreement. In its capacity as
the Banks' contractual representative, the Agent (i) is a "representative" of
the Banks within the meaning of Section 9-105 of the Uniform Commercial Code,
and (ii) is acting as an independent contractor, the rights and duties of which
are limited to those expressly set forth in this Agreement and the other Loan
Documents. The Agent shall have no implied duties to the Banks, or any
obligations to the Banks to take any action thereunder except any action
specifically provided by the Loan Documents to be taken by the Agent, together
with such powers as are reasonably incidental thereto."
H. Section 9.2 of the Credit Agreement is hereby amended and restated
as follows:
"9.2 Delegation of Duties.
The Agent may perform any of its duties hereunder by or through agents
or employees (provided such delegation does not constitute a relinquishment of
its duties as Agent) and, subject to Sections 9.5 [Reimbursement of Agent by
Borrower, Etc.] and 9.6 [Exculpatory Provisions; Limitation of Liability], shall
be entitled to engage and pay for the advice or services of any attorneys,
accountants or other experts concerning all matters pertaining to its duties
hereunder and to rely upon any advice so obtained. Any such agent (which may be
an Affiliate of the Agent) or employee which performs duties in connection with
this Agreement shall be entitled to the same benefits of the indemnification,
waiver and other protective provisions to which the Agent is entitled under
Articles 9 and 10."
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I. Section 9..15 of the Credit Agreement is hereby amended and restated
as follows:
"9.15 Agent's Fee.
The Borrower shall pay to Bank One, Michigan the fees (the "Agent's
Fee") provided for under the terms of the letter dated February 13, 2001, as
amended from time to time (the "Agent's Letter"). The Borrower shall pay for
Letters of Credit with PNC Bank, National Association, as the Issuing Bank, the
Letter of Credit fees under the terms of letters both dated March 27, 1998."
J. The following new Sections 9.19 and 9.20 are inserted in the Credit
Agreement immediately following Section 9.18:
"9.19 Execution of Collateral Documents.
The Banks hereby empower and authorize the Agent to execute and deliver
to the Borrower on their behalf the Security Agreement, the Pledge Agreement,
the Collateral Assignment, the Patent, Trademark and Copyright Assignment and
all related financing statements and any financing statements, agreements,
documents or instruments as shall be necessary or appropriate to effect the
purposes of such documents. Neither the Agent nor any of its directors,
officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify the validity, enforceability, effectiveness,
sufficiency or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith or the value, sufficiency, creation,
perfection or priority of any Lien in any collateral security."
"9.20 Collateral Releases.
The Banks hereby empower and authorize the Agent to execute and deliver
to the Borrower on their behalf any agreements, documents or instruments as
shall be necessary or appropriate to effect any releases of Collateral which
shall be permitted by the terms hereof or of any other Loan Document or which
shall otherwise have been approved by the Required Banks (or, if required by
their terms of Section 10.1, all the Banks) in writing."
1. Replacement of Administrative Agent.
The Borrower hereby acknowledges receipt from PNC Bank of its written
notice of resignation as the administrative agent for the Banks (the "Agent").
The Borrower hereby waives the requirement that PNC Bank provide to the Borrower
30 days prior written notice in accordance with Section 9.14 of the Credit
Agreement and consents to the appointment by the Banks of Bank One, Michigan as
the successor Agent. Upon the effective date of this Amendment, the Banks hereby
appoint Bank One, Michigan as the successor administrative agent for the Banks,
and from and after the effective date hereof: (i) the definition of Agent shall
refer to Bank One, Michigan, its successors and assigns, and (ii) Bank One,
Michigan shall, without further action being required, be deemed to be
substituted on all the other Loan Documents in place of PNC Bank. After the
effective date of this Amendment, (i) PNC Bank shall deliver to Bank One,
Michigan the Pledged Collateral and any other Collateral in the possession of
PNC Bank, and (ii) PNC Bank, the Borrower and the Guarantors shall assign all
Uniform Commercial Code financing statements from PNC Bank to Bank One, Michigan
and take all other actions reasonably necessary to effect the transfer of such
Collateral to the successor Agent, the cost and expense of which shall
reimbursed by the Borrower and shall be an additional Obligation under the
Credit Agreement. From and after the effective date of
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this Amendment, the notice address for the Agent set forth on Schedule 1.1(B) to
the Credit Agreement shall be as follows:
Bank One, Michigan
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
2. Amendment Fee.
The Borrower shall pay to the Agent, for the benefit of the approving
Banks, an amendment fee in an amount equal to one fourth of one percent (1/4%)
the aggregate Revolving Credit Commitments of the Banks which have executed and
delivered this Amendment on or before 7:00 p.m., on February 13, 2001 (Eastern
time), such fee to be allocated to such approving Banks in accordance with their
respective Ratable Share.
3. Conditions of Effectiveness of Amendment. The effectiveness of this
Amendment is expressly conditioned upon satisfaction of each of the following
conditions precedent:
A. The representations and warranties of the Borrower contained in
Article V of the Credit Agreement shall be true and accurate on the date hereof
with the same effect as though such representations and warranties had been made
on and as of such date (except representations and warranties which relate
solely to an earlier date or time, which representations and warranties shall be
true and correct on and as of the specific dates or times referred to therein),
and the Borrower and the Guarantors shall have performed and complied with all
covenants and conditions under the Loan Documents and hereof; no Event of
Default or Potential Default under the Credit Agreement and the other Loan
Documents shall have occurred and be continuing or shall exist other than those
specific Events of Default and Potential Defaults which have been expressly
waived by the Banks; and an Authorized Officer shall have delivered to the Agent
for the benefit of each Bank a duly executed certificate dated the date hereof
certifying as to the items in this Section 5.A.
B. There shall be delivered to the Agent for the benefit of each Bank a
certificate, dated as of the date hereof and signed by the Secretary or an
Assistant Secretary of the Borrower and each Guarantor, certifying as
appropriate as to:
(a) all action taken by such party in connection with
this Amendment and the other Loan Documents;
(b) the names of the officer or officers authorized to
sign this Amendment and the other documents executed and delivered in connection
herewith and described in this Section 5 and the true signatures of such officer
or officers and, in the case of the Borrower, specifying the Authorized Officers
permitted to act on behalf of the Borrower for purposes of the Loan Documents
and the true signatures of such officers, on which the Agent and each Bank may
conclusively rely; and
(c) copies of its organizational documents, including
its certificate of incorporation and bylaws if it is a corporation, its
certificate of partnership and partnership agreement if it is a partnership, and
its certificate of organization and limited liability company operating
agreement if it is a limited liability company, in each case as in
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effect on the date hereof, certified by the appropriate state official where
such documents are filed in a state office together with certificates from the
appropriate state officials as to the continued existence and good standing of
the Borrower and each Guarantor in each state where organized; provided that the
Borrower and each of the Guarantors may, in lieu of delivering copies of the
foregoing organizational documents and good standing certificates, certify that
the organizational documents and good standing certificates previously delivered
by the Borrower and the Guarantors to the Agent on May 5, 1998, remain in effect
and have not been amended.
C. The Borrower shall pay or cause to be paid the amendment fee
described in Section 4 above and all other costs and expenses accrued through
the date hereof and the costs and expenses of the Agent and the Banks including,
without limitation, reasonable fees of the Agent's counsel.
D. All consents required to effectuate the transactions contemplated
hereby shall have been obtained and copies thereof shall have been delivered to
the Agent for the benefit of the Banks.
E. On the date hereof there shall have been no Material Adverse Change,
and since January 1, 2000, no Material Adverse Change shall have occurred with
respect to the operations or financial condition of the Borrower or any of its
Significant Subsidiaries.
F. On the date hereof no action, proceeding, investigation, regulation
or legislation shall have been instituted, threatened or proposed before any
court, governmental agency or legislative body to enjoin, restrain or prohibit,
or to obtain damages in respect of, the Credit Agreement, or any Loan Documents
or the consummation of the transactions contemplated hereby or which, in the
Agent's reasonable discretion, could result in a Material Adverse Change.
G. Each of the Guarantors, by its execution below of this Amendment,
hereby confirms its continuing obligations under the Guaranty Agreement, and
each of the Guarantors hereby confirms its continuing obligations under the
Guaranty by execution and delivery of this Amendment. Each of the Guarantors
represents and warrants that it is a party the Guaranty Agreement, either by
execution of the Guaranty Agreement or by joinder to the Guaranty Agreement in
accordance with the provisions of Section 10.18 of the Credit Agreement.
H. All legal details and proceedings in connection with the
transactions contemplated by this Amendment shall be in form and substance
satisfaction to the Agent, the Agent shall have received from the Borrower and
the Required Banks an executed original of this Amendment and the Agent shall
have received all such other counterpart originals or certified or other copies
of such documents and proceedings in connection with such transactions, in form
and substance satisfactory to the Agent.
4. Force and Effect. Except as otherwise expressly modified by this
Amendment, the Credit Agreement and the other Loan Documents are hereby ratified
and confirmed and shall remain in full force and effect after the date hereof.
5. Governing Law. This Amendment shall be deemed to be a contract under the
laws of the Commonwealth of Pennsylvania and for all purposes shall be governed
by and construed and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles.
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6. Effective Date; Certification of the Borrower. This Amendment shall be
dated as of and shall be binding, effective and enforceable upon the date of (i)
satisfaction of all conditions set forth in Section 5 hereof and (ii) receipt by
the Agent of duly executed original counterparts of this Amendment from the
Borrower, the Guarantors and the Required Banks, and from and after such date
this Amendment shall be binding upon the Borrower, the Guarantors, each Bank and
the Agent, and their respective successors and assigns permitted by the Credit
Agreement.
[INTENTIONALLY BLANK]
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[SIGNATURE PAGE 1 OF 15 TO AMENDMENT NO. 7]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
[BORROWER]
CHAMPION ENTERPRISES, INC.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------[Seal]
[GUARANTORS]
EACH GUARANTOR LISTED ON SCHEDULE 1
HERETO
By:
----------------------------------
--------------------------------
Title:
-------------------------[Seal]
of each Guarantor listed on
Schedule 1
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[SIGNATURE PAGE 2 OF 15 TO AMENDMENT NO. 7]
[BANKS AND AGENTS]
BANK ONE, MICHIGAN, individually and
as successor Administrative Agent
and Syndication Agent
By:
----------------------------------
Name:
--------------------------------
Title:
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[SIGNATURE PAGE 3 OF 15 TO AMENDMENT NO. 7]
COMERICA BANK, individually and as
Documentation Agent
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 4 OF 15 TO AMENDMENT NO. 7]
PNC BANK, NATIONAL ASSOCIATION,
individually and as resigning
Administrative Agent
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 5 OF 15 TO AMENDMENT NO. 7]
NATIONAL CITY BANK, individually and
as Co-Agent
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 6 OF 15 TO AMENDMENT NO. 7]
XXXXXX TRUST AND SAVINGS BANK,
individually and as Co-Agent
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 7 OF 15 TO AMENDMENT NO. 7]
KEYBANK NATIONAL ASSOCIATION,
individually and as Co-Agent
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 8 OF 15 TO AMENDMENT NO. 7]
BANK OF AMERICA, N.A., individually
and as Co-Agent
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 9 OF 15 TO AMENDMENT NO. 7]
WACHOVIA BANK, N.A., individually
and as Co-Agent
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 10 OF 15 TO AMENDMENT NO. 7]
STANDARD FEDERAL BANK
By:
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Name:
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Title:
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[SIGNATURE PAGE 11 OF 15 TO AMENDMENT NO. 7]
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 12 OF 15 TO AMENDMENT NO. 7]
MICHIGAN NATIONAL BANK
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 13 OF 15 TO AMENDMENT NO. 7]
THE BANK OF NOVA SCOTIA
By:
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Name:
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Title:
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[SIGNATURE PAGE 14 OF 15 TO AMENDMENT NO. 7]
HIBERNIA NATIONAL BANK
By:
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Name:
--------------------------------
Title:
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[SIGNATURE PAGE 15 OF 15 TO AMENDMENT NO. 7]
CREDIT SUISSE FIRST BOSTON
By:
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Name:
--------------------------------
Title:
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By:
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Name:
--------------------------------
Title:
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SCHEDULE 1
[GUARANTORS]
A-1 HOMES GROUP, INC., a Michigan corporation
ACCENT MOBILE HOMES, INC., a North Carolina corporation
ALPINE HOMES, INC., a Colorado corporation
AMERICAN TRANSPORT, INC., a Nevada corporation
ART XXXXXXX INSURANCE, INC., a Kentucky corporation
AUBURN CHAMP, INC., a Michigan corporation
BRYAN MOBILE HOMES, INC., a Texas corporation
BUILDERS CREDIT CORPORATION, a Michigan corporation
CAC FUNDING CORPORATION, a Michigan corporation
CAL-NEL, INC., a Texas corporation
CARE FREE HOMES, INC., a Michigan corporation
CHI, INC., A Kansas corporation
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi corporation
CHAMPION FINANCIAL CORPORATION, a Michigan corporation
CHAMPION GP, INC., a Michigan corporation
CHAMPION HOME BUILDERS CO., a Michigan corporation
CHAMPION HOME COMMUNITIES, INC., a Michigan corporation
CHAMPION MOTOR COACH, INC., a Michigan corporation
CHAMPION RETAIL, INC., a Michigan corporation
CHANDELEUR HOMES, INC., a Michigan corporation
CLIFF AVE. INVESTMENTS, INC., a South Dakota corporation
COLONIAL HOUSING, INC., a Texas corporation
COUNTRY ESTATE HOMES, INC., an Oklahoma corporation
COUNTRYSIDE HOMES, INC., a North Dakota corporation
CREST RIDGE HOMES, INC., a Michigan corporation
CRESTPOINTE FINANCIAL SERVICES, INC., a Delaware corporation
DUTCH HOUSING, INC., a Michigan corporation
FACTORY HOMES OUTLET, INC., an Idaho corporation
XXXXXXX COUNTY INDUSTRIES, INC., a Kentucky corporation
GATEWAY ACCEPTANCE CORP., a South Dakota corporation
GATEWAY MOBILE & MODULAR HOMES, INC., a Nebraska corporation
GATEWAY PROPERTIES CORP., a South Dakota corporation
GEM HOMES, INC., a Delaware corporation
GENESIS HOME CENTERS, LIMITED PARTNERSHIP, a Michigan limited partnership
(Champion GP, Inc. is General Partner authorized to execute documents on behalf
of limited partnership)
GRAND MANOR, INC., a Michigan corporation
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HEARTLAND HOMES, L.P., a Texas limited partnership
HOMEPRIDE FINANCE CORP., a Michigan corporation
HOMES AMERICA FINANCE, INC., a Nevada corporation
HOMES AMERICA OF ARIZONA, INC., an Arizona corporation
HOMES AMERICA OF CALIFORNIA, INC., a California corporation
HOMES AMERICA OF OKLAHOMA, INC., an Oklahoma corporation
HOMES AMERICA OF PHOENIX, LLC, a Michigan limited liability company
(Homes America of Arizona, Inc. is sole member/manager authorized to execute
documents on behalf of limited liability company)
HOMES AMERICA OF UTAH, INC., a Utah corporation
HOMES AMERICA OF WYOMING, INC., a Wyoming corporation
HOMES AMERICA, INC., a Michigan corporation
HOMES OF KENTUCKIANA, L.L.C., a Kentucky limited liability company
(Trading Post Mobile Homes, Inc. is sole member authorized to execute documents
on behalf of limited liability company)
HOMES OF LEGEND, INC., a Michigan corporation
HOMES OF MERIT, INC., a Florida corporation
X.X.X., INCORPORATED, an Oklahoma corporation
IMPERIAL HOUSING, INC., a Texas corporation
INVESTMENT HOUSING, INC., a Texas corporation
XXXXXX CORP., a South Dakota corporation
JASPER MOBILE HOMES, INC., a Texas corporation
LAKE COUNTRY LIVING, INC., a Texas corporation
LAMPLIGHTER HOMES, INC., a Washington corporation
LAMPLIGHTER HOMES (OREGON), INC., an Oregon corporation
M&J SOUTHWEST DEVELOPMENT CORP., a Texas corporation
MANUFACTURED HOUSING OF LOUISIANA, INC., a Michigan corporation
MOBILE FACTORY OUTLET, INC., a Texas corporation
MODULINE INTERNATIONAL, INC., a Washington corporation
NORTHSTAR CORPORATION, a South Dakota corporation
PHILADELPHIA HOUSING CENTER, INC., a Mississippi corporation
PRAIRIE RIDGE, INC., a Kansas corporation
PREMIER HOUSING, INC., a Texas corporation
XXXXXX BUSINESS TRUST, a Delaware business trust
XXXXXX HOMES MANAGEMENT COMPANY, INC., a Delaware corporation
XXXXXX HOMES, INC., a Delaware corporation
XXXXXX INDUSTRIES, INC., a Delaware corporation
XXXXXX INVESTMENT, INC., a Delaware corporation
XXXXXX MANAGEMENT SERVICES BUSINESS TRUST, a Delaware business trust
XXXXXX RETAIL, INC., a Delaware corporation
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REGENCY SUPPLY COMPANY, INC., a Delaware corporation
SAN XXXX ADVANTAGE HOMES, INC., a California corporation
SERVICE CONTRACT CORPORATION, a Michigan corporation
SOUTHERN SHOWCASE FINANCE, INC., a Michigan corporation
SOUTHERN SHOWCASE HOUSING, INC., a North Carolina corporation
STAR FLEET, INC., an Indiana corporation
THE OKAHUMPKA CORPORATION, a Florida corporation
XXXXXX HOMES OF AUSTIN, INC., a Texas corporation
XXXXXX HOMES OF BUDA, INC., a Texas corporation
XXXXXX HOMES OF TEXAS, INC., a Texas corporation
XXX XXXXX ENTERPRISES, INC., a Nevada corporation
TRADING POST MOBILE HOMES, INC., a Kentucky corporation
U.S.A. MOBILE HOMES, INCORPORATED, an Oregon corporation
VICTORY INVESTMENT CO., an Oklahoma corporation
VIDOR MOBILE HOME CENTER, INC., a Texas corporation
WESTERN HOMES CORPORATION, a Delaware corporation
XXXXXXXXX MANAGEMENT, INC., a Nevada corporation
XXXXXX'X MOBILE HOMES, INC., a Texas corporation
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