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EXECUTION COPY
EXHIBIT 1.1
$200,000,000
CHAMPION ENTERPRISES, INC.
7 5/8% SENIOR NOTES DUE 2009
PURCHASE AGREEMENT
April 28, 1999
CREDIT SUISSE FIRST BOSTON CORPORATION
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
As Representatives of the Several Purchasers
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Ladies and Gentlemen:
1. Introductory. Champion Enterprises, Inc., a Michigan
corporation (the "Company"), proposes, subject to the terms and conditions
stated herein, to issue and sell to the several initial purchasers named in
Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7
5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally
guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each
of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary
Guarantors") and are to be issued under an indenture dated as of May 3, 1999
(the "Indenture"), among the Company, the Subsidiary Guarantors and The First
National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties
are together referred to as the "Offered Securities." The United States
Securities Act of 1933 is herein referred to as the "Securities Act."
Holders (including subsequent transferees) of the Notes will
be entitled to the benefit of a Registration Rights Agreement (the "Registration
Rights Agreement") of even date hereof, among the Company, the Subsidiary
Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary
Guarantors will be obligated (a) to file with the Securities and Exchange
Commission (the "Commission") (i) a registration statement under the Securities
Act (the "Exchange Offer Registration Statement") registering an issue of senior
notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange
Notes") which shall be identical in all material respects to the Offered
Securities (except that the Exchange Notes will not contain terms with respect
to transfer restrictions) and (ii) under certain circumstances, a shelf
registration statement pursuant to Rule 415 under the Securities Act, and (b) to
offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer").
This Agreement, the Indenture and the Registration Rights
Agreement are referred to herein collectively as the "Operative Documents."
The Company hereby agrees with the several Purchasers as
follows:
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Purchasers that:
(a) A preliminary offering circular and an offering circular
relating to the Offered Securities to be offered by the Purchasers have
been prepared by the Company. Such preliminary offering circular and
offering circular, as supplemented as of the date of this Agreement,
together with any other document approved by the Company for use in
connection with the contemplated resale of the Offered Securities and
any documents incorporated by reference in the preliminary offering
circular and the offering circular are hereinafter collectively
referred to as the "Offering
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Document." On the date of this Agreement, the Offering Document does
not include any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading. The preceding sentence does not apply to statements in or
omissions from the Offering Document based upon written information
furnished to the Company by any Purchaser through Credit Suisse First
Boston Corporation ("CSFBC") specifically for use therein, it being
understood and agreed that the only such information is that described
as such in Section 7(b). Except as disclosed in the Offering Document,
on the date of this Agreement, the Company's Annual Report on Form 10-K
most recently filed with the Commission and all subsequent reports
(collectively, the "Exchange Act Reports") which have been filed by the
Company with the Commission or sent to stockholders pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") do not include any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Such
documents, when they were filed with the Commission, conformed in all
material respects to the requirements of the Exchange Act and the rules
and regulations of the Commission thereunder.
(b) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Michigan,
with power and authority (corporate and other) to own its properties
and conduct its business as described in the Offering Document; and the
Company is duly qualified to do business as a foreign corporation in
good standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires such
qualification, except where the failure so to qualify or to be in good
standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole (a "Material Adverse Effect").
(c) Each "significant subsidiary" of the Company (as such term
is defined in Rule 1-02 of Regulation S-X) and each Subsidiary
Guarantor which is not a "significant subsidiary" (as such term is
defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and,
collectively, the "Subsidiaries") of the Company has been duly
incorporated and is an existing corporation in good standing under the
laws of the jurisdiction of its incorporation, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Offering Document; and each Subsidiary of the Company
is duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification,
except where the failure so to qualify or to be in good standing would
not have a Material Adverse Effect; all of the issued and outstanding
capital stock of each Subsidiary of the Company has been duly
authorized and validly issued and is fully paid and nonassessable; and
the capital stock of each Subsidiary owned by the Company, directly or
through subsidiaries, is owned free from liens, encumbrances and
defects.
(d) The Indenture has been duly authorized by the Company and
the Subsidiary Guarantors; the Offered Securities have been duly
authorized by the Company; each Subsidiary Guaranty has been duly
authorized by the respective Subsidiary Guarantor; the Offered
Securities conform to the description thereof contained in the Offering
Document and the Indenture; the Indenture, when duly executed and
delivered by the Company and the Subsidiary Guarantors (assuming due
authorization, valid execution and delivery thereof by the Trustee),
will constitute valid and legally binding obligations of the Company
and the Subsidiary Guarantors, respectively, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles; when issued, executed and authenticated in
accordance with the provisions of the Indenture and delivered to and
duly paid for by the Purchasers in accordance with the applicable
provisions hereof, the Notes will be entitled to the benefits of the
Indenture and will be valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles; when the
Notes are delivered to and paid for by the Purchasers in accordance
with this Agreement, each Subsidiary Guaranty will constitute the valid
and binding obligation of the applicable Subsidiary Guarantor
enforceable against such Subsidiary Guarantor in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
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(e) The Registration Rights Agreement has been duly
authorized, executed and delivered by the Company and the Subsidiary
Guarantors; and the Registration Rights Agreement conforms in all
material respects to the description thereof contained in the Offering
Document, and constitutes a valid and legally binding obligation of the
Company and the Subsidiary Guarantors, respectively, enforceable in
accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to
general equity principles and except as rights to indemnity and
contribution thereunder may be limited by state or federal securities
laws or the public policy underlying such laws.
(f) Except as disclosed in the Offering Document, there are no
contracts, agreements or understandings between the Company and any
person that would give rise to a valid claim against the Company or any
Purchaser for a brokerage commission, finder's fee or other like
payment in connection with the transaction contemplated hereby.
(g) Assuming the accuracy of the representations and
warranties and due compliance with the covenants and agreements of the
Purchasers contained in Section 4 hereof, no consent, approval,
authorization, or order of, or filing with, any governmental agency or
body or any court is required for the consummation of the transactions
contemplated by the Operative Documents or in connection with the
issuance and sale of the Offered Securities by the Company other than
(i) as may be required under the Securities Act and the Rules and
Regulations of the Commission thereunder with respect to the
Registration Rights Agreement and the transactions contemplated
thereunder, (ii) the qualification of the Indenture under the Trust
Indenture Act of 1939, as amended, in connection with the Registered
Exchange Offer (as defined in the Registration Rights Agreement) and
(iii) such as may be required under state securities or blue sky laws.
(h) The execution, delivery and performance of the Operative
Documents, and the issuance and sale of the Offered Securities and
compliance with the terms and provisions thereof, will not result in a
breach or violation of any of the terms and provisions of, or
constitute a default under (i) any statute, any rule, regulation or
order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over the Company or any Subsidiary or any
of their properties (ii) any agreement or instrument to which the
Company or any Subsidiary is a party or by which the Company or any
Subsidiary is bound or to which any of the properties of the Company or
any Subsidiary is subject or (iii) the charter or by-laws or other
organizational documents of the Company or any Subsidiary except, in
the case of clauses (i) and (ii), for such breaches, violations or
defaults that would not have a Material Adverse Effect, and the Company
and each Subsidiary Guarantor have full power and authority to
authorize, issue and sell the Offered Securities as contemplated by
this Agreement.
(i) This Agreement has been duly authorized, executed and
delivered by the Company.
(j) Except as disclosed in the Offering Document, the Company
and its Subsidiaries have good and marketable title to all material
real properties and all other material properties and assets owned by
them, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the
use made or to be made thereof by them; and except as disclosed in the
Offering Document, the Company and its Subsidiaries hold any leased
real or personal property under valid and enforceable leases with no
exceptions that would materially interfere with the use made or to be
made thereof by them.
(k) The Company and its Subsidiaries possess adequate
certificates, authorities or permits issued by appropriate governmental
agencies or bodies necessary to conduct the business now operated by
them, except where the failure to so possess such certificates,
authorities or permits would not individually or in the aggregate, have
a Material Adverse Effect, and have not received any notice of
proceedings relating to the revocation or modification of any such
certificate, authority or permit that, if determined adversely to the
Company or any of its Subsidiaries, would individually or in the
aggregate have a Material Adverse Effect.
(l) No labor dispute with the employees of the Company or any
subsidiary exists or, to the knowledge of the Company, is imminent that
might have a Material Adverse Effect.
(m) The Company and its subsidiaries own, possess or can
acquire on reasonable terms, adequate trademarks, trade names and other
rights to inventions, know-how, patents, copyrights, confidential
information and other intellectual property (collectively,
"intellectual property
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rights") necessary to conduct the business now operated by them, or
presently employed by them, and have not received any notice of
infringement of or conflict with asserted rights of others with respect
to any intellectual property rights that, if determined adversely to
the Company or any of its subsidiaries, would individually or in the
aggregate have a Material Adverse Effect.
(n) Except as disclosed in the Offering Document, neither the
Company nor any of its Subsidiaries is in violation of any statute,
rule, regulation, decision or order of any governmental agency or body
or any court, domestic or foreign, relating to the use, disposal or
release of hazardous or toxic substances or relating to the protection
or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, "environmental laws"), owns or operates
any real property contaminated with any substance that is subject to
any environmental laws, is liable for any off-site disposal or
contamination pursuant to any environmental laws, or is subject to any
claim relating to any environmental laws, which violation,
contamination, liability or claim would individually or in the
aggregate have a Material Adverse Effect; and the Company is not aware
of any pending investigation which might lead to such a claim.
(o) Except as disclosed in the Offering Document, there are no
pending actions, suits or proceedings against or affecting the Company,
any of its Subsidiaries or any of their respective properties that, if
determined adversely to the Company or any of its Subsidiaries, would
individually or in the aggregate have a Material Adverse Effect, or
would materially and adversely affect the ability of the Company or any
of the Subsidiary Guarantors to perform its obligations under the
Operative Documents, or which are otherwise material in the context of
the sale of the Offered Securities; and to the Company's knowledge, no
such actions, suits or proceedings are threatened or contemplated.
(p) The financial statements incorporated by reference in the
Offering Document present fairly the financial position of the Company
and its consolidated subsidiaries as of the dates shown and their
results of operations and cash flows for the periods shown, and such
financial statements have been prepared in conformity with the
generally accepted accounting principles in the United States applied
on a consistent basis.
(q) Except as disclosed in the Offering Document, since the
date of the latest audited financial statements incorporated by
reference in the Offering Document, there has been no material adverse
change, nor any development or event involving a prospective material
adverse change, in the condition (financial or other), business,
properties or results of operations of the Company and its subsidiaries
taken as a whole, and, except as disclosed in or contemplated by the
Offering Document, there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its capital
stock.
(r) Neither the Company nor any Subsidiary Guarantor is an
open-end investment company, unit investment trust or face-amount
certificate company that is or is required to be registered under
Section 8 of the United States Investment Company Act of 1940 (the
"Investment Company Act"); and neither the Company nor any Subsidiary
Guarantor is and, after giving effect to the offering and sale of the
Offered Securities and the application of the proceeds thereof as
described in the Offering Document, neither the Company nor any
Subsidiary Guarantor will be an "investment company" as defined in the
Investment Company Act.
(s) No securities of the same class (within the meaning of
Rule 144A(d)(3) under the Securities Act) as the Offered Securities are
listed on any national securities exchange registered under Section 6
of the Exchange Act or quoted in a U.S. automated inter-dealer
quotation system.
(t) Assuming the accuracy of the representations and
warranties and due compliance with the covenants and agreements of the
Purchasers contained in Section 4 hereof, the offer and sale of the
Offered Securities in the manner contemplated by this Agreement will be
exempt from the registration requirements of the Securities Act by
reason of Section 4(2) thereof and Regulation S thereunder; and it is
not necessary to qualify an indenture in respect of the Offered
Securities and Subsidiary Guaranties under the United States Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act").
(u) Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf (i) has, within the six-month
period prior to the date hereof, offered or sold in the United States
or to any U.S. person (as such terms are defined in Regulation S under
the Securities Act) the Offered Securities or any security of the same
class or series as the Offered Securities or
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(ii) has offered or will offer or sell the Offered Securities (A) in
the United States by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) under the
Securities Act or (B) with respect to any such securities sold in
reliance on Rule 903 of Regulation S ("Regulation S") under the
Securities Act, by means of any directed selling efforts within the
meaning of Rule 902(b) of Regulation S. The Company, its affiliates and
any person acting on its or their behalf have complied and will comply
with the offering restrictions requirement of Regulation S. Neither the
Company nor any Subsidiary Guarantors has entered nor will enter into
any contractual arrangement with respect to the distribution of the
Offered Securities except for this Agreement and the Registration
Rights Agreement.
(v) The Company is subject to Section 13 or 15(d) of the
Exchange Act.
3. Purchase, Sale and Delivery of Offered Securities. On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Company agrees to sell
to the Purchasers, and the Purchasers agree, severally and not jointly, to
purchase from the Company, at a purchase price of 98.649% of the principal
amount thereof plus accrued interest from May 3, 1999 to the Closing Date (as
hereinafter defined), the respective principal amounts of Offered Securities set
forth opposite the names of the several Purchasers in Schedule A hereto.
The Company will deliver against payment of the purchase price
the Offered Securities in the form of one or more permanent global Securities in
definitive form (each a "Global Security") deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as nominee for DTC. Interests in any permanent Global Security will
be held only in book-entry form through DTC, except in the limited circumstances
described in the Offering Document. Payment for the Offered Securities shall be
made by the Purchasers at the office of Cravath, Swaine & Moore at 10:00 A.M.
(New York time), on May 3, 1999, in Federal (same day) funds by official check
or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to
the order of the Company or at such other time not later than seven full
business days thereafter as CSFBC and the Company determine, such time being
herein referred to as the "Closing Date", against delivery to the Trustee as
custodian for DTC of the Global Securities representing all of the Offered
Securities. The Global Securities will be made available for checking at the
above office of Cravath, Swaine & Moore at least 24 hours prior to the Closing
Date.
4. Representations by Purchasers; Resale by Purchasers. (a)
Each Purchaser severally represents and warrants to the Company that it is an
"accredited investor" within the meaning of Regulation D under the Securities
Act.
(b) Each Purchaser severally acknowledges that the Offered
Securities have not been registered under the Securities Act and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons except in accordance with Regulation S or pursuant to an
exemption from the registration requirements of the Securities Act. Each
Purchaser severally represents and agrees that it has offered and sold the
Offered Securities, and will offer and sell the Offered Securities only in
accordance with Rule 903 or Rule 144A under the Securities Act ("Rule 144A").
Accordingly, neither such Purchaser nor its affiliates, nor any persons acting
on its or their behalf, have engaged or will engage in any directed selling
efforts with respect to the Offered Securities, and such Purchaser, its
affiliates and all persons acting on its or their behalf have complied and will
comply with the offering restrictions requirement of Regulation S and Rule 144A.
(c) Each Purchaser severally agrees that it and each of its
affiliates has not entered and will not enter into any contractual arrangement
with respect to the distribution of the Offered Securities except for any such
arrangements with the other Purchasers or affiliates of the other Purchasers or
with the prior written consent of the Company.
(d) Each Purchaser severally agrees that it and each of its
affiliates will not offer or sell the Offered Securities in the United States by
means of any form of general solicitation or general advertising within the
meaning of Rule 502(c) under the Securities Act, including, but not limited to
(i) any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. Each Purchaser severally agrees, with
respect to resales made in reliance on Rule 144A of any of the Offered
Securities, to deliver either with the confirmation of such resale or otherwise
prior to settlement of such resale a notice to the effect that the resale of
such Offered Securities has been made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A.
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(e) Each of the Purchasers severally represents and agrees
that (i) it has not offered or sold and prior to the date six months after the
date of issue of the Offered Securities will not offer or sell any Offered
Securities to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Offered Securities in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and will
only issue or pass on in the United Kingdom any document received by it in
connection with the issue of the Offered Securities to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom such document may
otherwise lawfully be issued or passed on.
5. Certain Agreements of the Company. The Company agrees with
the several Purchasers that:
(a) If at any time prior to the completion of the resale of
the Offered Securities by the Purchasers, the Company will advise CSFBC
promptly of any proposal to amend or supplement the Offering Document,
will furnish CSFBC with copies of any such amendment or supplement in a
reasonable amount of time prior to its use and will use its best
efforts to reflect in such document such comments as the Purchasers or
their counsel may reasonably propose. If, at any time prior to the
completion of the resale of the Offered Securities by the Purchasers
and prior to the Exchange Offer, any event occurs as a result of which
the Offering Document as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, the Company
promptly will notify CSFBC of such event and promptly will prepare, at
its own expense, an amendment or supplement which will correct such
statement or omission. Neither CSFBC's consent to, nor the Purchasers'
delivery to offerees or investors of, any such amendment or supplement
shall constitute a waiver of any of the conditions set forth in Section
6.
(b) The Company will furnish to CSFBC copies of any
preliminary offering circular, the Offering Document and all amendments
and supplements to such documents, in each case as soon as available
and in such quantities as CSFBC requests, and the Company will furnish
to CSFBC on the date hereof three copies of the Offering Document
signed by a duly authorized officer of the Company. At any time when
the Company is not subject to Section 13 or 15(d) of the Exchange Act,
the Company will promptly furnish or cause to be furnished to CSFBC
(and, upon request, to each of the other Purchasers) and, upon request
of holders and prospective purchasers of the Offered Securities, to
such holders and purchasers, copies of the information required to be
delivered to holders and prospective purchasers of the Offered
Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto) in order to permit compliance with Rule
144A in connection with resales by such holders of the Offered
Securities. The Company will pay the expenses of printing and
distributing to the Purchasers all such documents.
(c) The Company will endeavor, in cooperation with the
Purchasers and their counsel, to qualify the Offered Securities for
offering and sale and to determine their eligibility for investment
under the laws of such jurisdictions in the United States and Canada as
CSFBC designates and will continue such qualifications in effect so
long as required for the resale of the Offered Securities by the
Purchasers, provided that neither the Company nor any of the
Subsidiaries Guarantors will be required to qualify as a foreign
corporation or to file a general consent to service of process in any
such jurisdiction.
(d) During the period of three years hereafter, the Company
will furnish to CSFBC and, upon request, to each of the other
Purchasers, as soon as practicable after the end of each fiscal year, a
copy of its annual report to stockholders for such year; and the
Company will furnish to CSFBC and, upon request, to each of the other
Purchasers (i) as soon as available, a copy of each report and any
definitive proxy statement of the Company filed with the Commission
under the Exchange Act or mailed to stockholders, and (ii) from time to
time, such other information concerning the Company as CSFBC may
reasonably request.
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(e) During the period of two years after the Closing Date, the
Company will, upon request, furnish to CSFBC, each of the other
Purchasers and any holder of Offered Securities a copy of the
restrictions on transfer applicable to the Offered Securities.
(f) During the period of two years after the Closing Date, the
Company will not, and will not permit any of its affiliates (as defined
in Rule 144 under the Securities Act) to, resell any of the Offered
Securities that have been reacquired by any of them.
(g) During the period of two years after Closing Date, neither
the Company nor any Subsidiary Guarantor will be or become, an open-end
investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act.
(h) The Company will pay all expenses incidental to the
performance of its obligations under the Operative Documents, including
(i) the fees and expenses of the Trustee and its professional advisers;
(ii) all expenses in connection with the execution, issue,
authentication, packaging and initial delivery of the Offered
Securities and the Exchange Securities (as defined in the Registration
Rights Agreement), the preparation and printing of the Operative
Documents and amendments and supplements thereto, and any other
document relating to the issuance, offer, sale and delivery of the
Offered Securities and the Exchange Securities; (iii) any expenses
(including fees and disbursements of counsel) incurred in connection
with qualification of the Offered Securities or the Exchange Securities
for sale under the laws of such jurisdictions in the United States and
Canada as CSFBC designates and the printing of memoranda relating
thereto; (iv) for any fees charged by investment rating agencies for
the rating of the Offered Securities or the Exchange Securities; (v)
for expenses incurred in distributing preliminary offering circulars
and the Offering Document (including any amendments and supplements
thereto) to the Purchasers; and (vi) any costs associated with the
deposit of the Global Security with, or on behalf of, DTC; provided,
however, that CSFBC agrees to reimburse the Company for (i) the costs
incurred in connection with any "Bloomberg Roadshow" and (ii) up to
$15,000 of the costs and expenses of Elizabeth Higashi incurred in
connection with the preparation of any rating agency presentations. The
Company will also pay or reimburse the Purchasers (to the extent
incurred by them) for all travel expenses of the Purchasers and the
Company's officers and employees and any other expenses of the
Purchasers and the Company in connection with attending or hosting
meetings with prospective purchasers of the Offered Securities from the
Purchasers.
(i) In connection with the offering, until CSFBC shall have
notified the Company and the other Purchasers of the completion of the
resale of the Offered Securities, neither the Company nor any of its
affiliates has or will, either alone or with one or more other persons,
bid for or purchase for any account in which it or any of its
affiliates has a beneficial interest any Offered Securities or attempt
to induce any person to purchase any Offered Securities; and neither it
nor any of its affiliates will make bids or purchases for the purpose
of creating actual, or apparent, active trading in, or of raising the
price of, the Offered Securities.
6. Conditions of the Obligations of the Purchasers. The
obligations of the several Purchasers to purchase and pay for the Offered
Securities will be subject to the accuracy of the representations and warranties
on the part of the Company herein, to the accuracy of the statements of officers
of the Company made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:
(a) The Purchasers shall have received a letter, dated the
date of this Agreement, of PricewaterhouseCoopers LLP in agreed form
confirming that they are independent public accountants within the
meaning of the Securities Act and the applicable published rules and
regulations thereunder ("Rules and Regulations") and to the effect
that:
(i) in their opinion, the financial statements
examined by them and incorporated by reference in the Offering
Document comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and
the related published Rules and Regulations;
(ii) on the basis of a reading of the latest available
interim financial statements of the Company and inquiries of
officials of the Company who have responsibility for financial
and accounting matters and other specified procedures, nothing
came to their attention that caused them to believe that:
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(A) at the date of the latest available balance
sheet read by such accountants, or at a subsequent
specified date not more than three business days prior
to the date of this Agreement, there was any change in
the capital stock or any increase in long-term debt of
the Company and its consolidated subsidiaries or, at the
date of the latest available balance sheet read by such
accountants, there was any decrease in consolidated net
current assets, as compared with amounts shown on the
latest balance sheet incorporated by reference in the
Offering Document; or
(B) for the period from the closing date of the
latest income statement incorporated by reference in the
Offering Document to the closing date of the latest
available income statement read by such accountants,
there were any decreases, as compared with the
corresponding period of the previous year, in
consolidated net sales or in total or per share amounts
of net income;
except in all cases set forth in clauses (A) and (B) above for
changes, increases or decreases, which the Offering Document
discloses have occurred or may occur or which are described in
such letter; and
(iii) they have compared specified dollar amounts (or
percentages derived from such dollar amounts) and other
financial information contained or incorporated by reference
in the Offering Document (in each case to the extent that such
dollar amounts, percentages and other financial information
are derived from the general accounting records of the Company
and its subsidiaries subject to the internal controls of the
Company's accounting system or are derived directly from such
records by analysis or computation) with the results obtained
from inquiries, a reading of such general accounting records
and other procedures specified in such letter and have found
such dollar amounts, percentages and other financial
information to be in agreement with such results, except as
otherwise specified in such letter.
(b) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) a change in U.S. or
international financial, political or economic conditions or currency
exchange rates or exchange controls as would, in the judgment of CSFBC,
be likely to prejudice materially the success of the proposed issue,
sale or distribution of the Offered Securities, whether in the primary
market or in respect of dealings in the secondary market, or (ii) (A)
any change, or any development or event involving a prospective change,
in the condition (financial or other), business, properties or results
of operations of the Company or its subsidiaries which, in the judgment
of a majority in interest of the Purchasers including CSFBC, is
material and adverse and makes it impractical or inadvisable to proceed
with completion of the offering or the sale of and payment for the
Offered Securities; (B) any downgrading in the rating of any debt
securities of the Company by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the
Securities Act), or any public announcement that any such organization
has under surveillance or review its rating of any debt securities of
the Company (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading, of
such rating); (C) any suspension or limitation of trading in securities
generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of
any securities of the Company on any exchange or in the
over-the-counter market; (D) any banking moratorium declared by U.S.
Federal or New York authorities; or (E) any outbreak or escalation of
major hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national or
international calamity or emergency if, in the judgment of a majority
in interest of the Purchasers including CSFBC, the effect of any such
outbreak, escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with completion of the offering
or sale of and payment for the Offered Securities.
(c) The Purchasers shall have received an opinion, dated the
Closing Date, of Dykema Gossett PLLC, counsel for the Company, that:
(i) The Company and each Subsidiary Guarantor has
been duly incorporated and is an existing corporation in good
standing under the laws of the jurisdiction of its
incorporation, with corporate power and authority to own its
properties and conduct its business as described in the
Offering Document;
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(ii) The Indenture has been duly authorized, executed
and delivered by the Company and the Subsidiary Guarantors;
the Registration Rights Agreement has been duly authorized,
executed and delivered by the Company and the Subsidiary
Guarantors; the Notes have been duly authorized, executed and
delivered by the Company; and each Subsidiary Guaranty has
been duly authorized by the Subsidiary Guarantors;
(iii) This Agreement has been duly authorized, executed
and delivered by the Company;
(iv) Assuming the accuracy of the representations and
warranties and due compliance with the covenants and
agreements of the Purchasers contained in Section 4 hereof, no
consent, approval, authorization or order of, or filing with,
any governmental agency or body or any court of the State of
Michigan is required for the consummation of the transactions
contemplated by the Operative Documents in connection with the
issuance or sale of the Offered Securities by the Company,
except such as may be required (i) under state securities or
blue sky laws, (ii) for the order of the Commission declaring
the Exchange Offer Registration Statement or the Shelf
Registration Statement effective and (iii) for the
qualification of the Indenture under the Trust Indenture Act
of 1939, as amended, in connection with the Registered
Exchange Offer (as defined in the Registration Rights
Agreement);
(v) To our knowledge and except as disclosed in the
Offering Document, there are no pending actions, suits or
proceedings against or affecting the Company, any of its
subsidiaries or any of their respective properties that, if
determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a
Material Adverse Effect;
(vi) The execution, delivery and performance of the
Operative Documents and the issuance and sale of the Offered
Securities and compliance with the terms and provisions
thereof, will not result in a breach or violation of any of
the terms and provisions of, or constitute a default under,
(x) any statute, rule, regulation or order of any governmental
agency or body or any court having jurisdiction over the
Company or any Subsidiary Guarantor or any of their
properties, or (y) any agreement or instrument to which the
Company or any Subsidiary Guarantor is a party and is filed
with the Commission as an exhibit to the Company's Annual
Report on Form 10-K for the year ended January 1, 1999 or (z)
the charter or by-laws or other organizational documents of
the Company or any Subsidiary Guarantor except, in the case of
clauses (x) and (y), for such breaches, violations or defaults
that would not have a Material Adverse Effect, and the Company
and each Subsidiary Guarantor have full power and authority to
authorize, issue and sell the Offered Securities as
contemplated by this Agreement;
(d) The purchasers shall have received an opinion, dated the
Closing Date, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for
the Company, that:
(i) The Offered Securities and the Registration
Rights Agreement conform to the description thereof contained
in the Offering Document; and the Indenture, the Registration
Rights Agreement and the Offered Securities constitute valid
and legally binding obligations of the Company and the
Subsidiary Guarantors, as the case may be, enforceable in
accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles;
(ii) Neither the Company nor any Subsidiary Guarantor
is and, after giving effect to the offering and sale of the
Offered Securities and the application of the proceeds thereof
as described in the Offering Document, neither the Company nor
any Subsidiary Guarantor will be, an "investment company" as
defined in the Investment Company Act;
(iii) No consent, approval, authorization or order of,
or filing with, any governmental agency or body or any court
of the United States or of the State of New York is required
for the consummation of the transactions contemplated by the
Operative Documents in connection with the issuance or sale of
the Offered Securities by the
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Company, except such as may be required (i) under state
securities or blue sky laws, (ii) for the order of the
Commission declaring the Exchange Offer Registration Statement
or the Shelf Registration Statement effective and (iii) for
the qualification of the Indenture under the Trust Indenture
Act of 1939, as amended, in connection with the Registered
Exchange Offer (as defined in the Registration Rights
Agreement);
(iv) Such counsel has no reason to believe that the
Offering Document, as of the date hereof and as of the Closing
Date, contained any untrue statement of a material fact or
omitted to state any material fact necessary to make the
statements therein not misleading; it being understood that
such counsel need express no opinion as to the financial
statements or other financial data contained or incorporated
by reference in the Offering Document;
(v) Assuming the accuracy of the representations and
warranties contained herein, due performance of the covenants
and agreements contained herein, due compliance with the
offering and transfer procedures and restrictions described in
the Offering Document, and that purchasers to whom the
Purchasers initially resell the Offered Securities receive a
copy of the Offering Document prior to such sale, it is not
necessary in connection with (x) the offer, sale and delivery
of the Offered Securities by the Company to the several
Purchasers pursuant to this Agreement or (y) the resales of
the Offered Securities by the several Purchasers in the manner
contemplated by this Agreement, to register the Offered
Securities under the Securities Act or to qualify an indenture
in respect thereof under the Trust Indenture Act.
(e) The Purchasers shall have received from Cravath, Swaine &
Moore, counsel for the Purchasers, such opinion or opinions, dated the
Closing Date, with respect to the incorporation of the Company, the
validity of the Offered Securities, the Offering Document, the
exemption from registration for the offer and sale of the Offered
Securities by the Company to the several Purchasers and the resales by
the several Purchasers as contemplated hereby and other related matters
as CSFBC may require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling them
to pass upon such matters. In rendering such opinion, Cravath, Swaine &
Moore may rely as to the incorporation of the Company and all other
matters governed by Michigan law upon the opinion of Dykema Gossett
PLLC referred to above.
(f) The Purchasers shall have received a certificate, dated
the Closing Date, of the President or any Vice President and a
principal financial or accounting officer of the Company in which such
officers, to the best of their knowledge after reasonable
investigation, shall state that the representations and warranties of
the Company in this Agreement are true and correct, that the Company
has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied hereunder at or prior to the Closing
Date, and that, subsequent to the date of the most recent financial
statements incorporated by reference in the Offering Document there has
been no material adverse change, nor any development or event involving
a prospective material adverse change, in the condition (financial or
other), business, properties or results of operations of the Company
and its subsidiaries taken as a whole except as set forth in or
contemplated by the Offering Document or as described in such
certificate.
(g) The Purchasers shall have received a letter, dated the
Closing Date, of PricewaterhouseCoopers LLP which meets the
requirements of subsection (a) of this Section, except that the
specified date referred to in such subsection will be a date not more
than three business days prior to the Closing Date for the purposes of
this subsection.
The Company will furnish the Purchasers with such conformed
copies of such opinions, certificates, letters and documents as the Purchasers
reasonably request. CSFBC may in its sole discretion waive on behalf of the
Purchasers compliance with any conditions to the obligations of the Purchasers
hereunder.
7. Indemnification and Contribution. (a) The Company will
indemnify and hold harmless each Purchaser, its partners, directors and officers
and each person, if any, who controls such Purchaser within the meaning of
Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Purchaser may become subject, under
the Securities Act or the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact
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contained in the Offering Document, or any amendment or supplement thereto,
or any related preliminary offering circular or the Exchange Act Reports, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, including any
losses, claims, damages or liabilities arising out of or based upon the
Company's failure to perform its obligations under Section 5(a) of this
Agreement, and will reimburse each Purchaser for any legal or other expenses
reasonably incurred by such Purchaser in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Purchaser
through CSFBC specifically for use therein, it being understood and agreed that
the only such information consists of the information described as such in
subsection (b) below; provided, further, that the foregoing indemnity with
respect to any untrue statement contained in or omission from any preliminary
offering circular shall not inure to the benefit of any Purchaser (or any person
controlling such Purchaser) from whom the person asserting any such loss, claim,
damage or liability purchased any of the Offered Securities that are the subject
thereof if such person was not sent or given a copy of the Offering Document (or
the Offering Document as amended or supplemented) at or prior to the written
confirmation of the initial resale of such Offered Securities to such person and
the untrue statement contained in or omission from such preliminary offering
circular was corrected in the Offering Document (or the Offering Document as
amended or supplemented).
(b) Each Purchaser will severally and not jointly indemnify
and hold harmless the Company, its directors and officers and each person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act, against any losses, claims, damages or liabilities to which the Company may
become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Offering Document, or any
amendment or supplement thereto, or any related preliminary offering circular,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Purchaser through CSFBC specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Purchaser consists of (i) the fifth paragraph on
the cover page concerning the terms of the offering by the Purchasers and (ii)
the information appearing in the third, eighth and ninth paragraphs under the
caption "Plan of Distribution" (such information is referred to herein as the
"Purchasers' Information"); provided, however, that the Purchasers shall not be
liable for any losses, claims, damages or liabilities arising out of or based
upon any material misstatement or omission from the Purchasers' Information, if
the Purchasers had previously corrected that misstatement or omission in writing
to the Company, and the Company failed to perform its obligations under Section
5(a) of this Agreement.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above, except to the extent actually
prejudiced thereby. In case any such action is brought against any indemnified
party and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action and does
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not include a statement as to and an admission of fault, culpability or failure
to act by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Purchasers on the other from the offering of
the Offered Securities or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Purchasers on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Purchasers on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Company bear to the total discounts and commissions received by the
Purchasers from the Company under this Agreement. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), no Purchaser shall be required to contribute
any amount in excess of the amount by which the total price at which the Offered
Securities purchased by it were resold exceeds the amount of any damages which
such Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. The Purchasers'
obligations in this subsection (d) to contribute are several in proportion to
their respective purchase obligations and not joint.
(e) The obligations of the Company under this Section shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Purchaser within the meaning of the Securities Act or the Exchange Act; and
the obligations of the Purchasers under this Section shall be in addition to any
liability which the respective Purchasers may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act.
8. Default of Purchasers. If any Purchaser or Purchasers
default in their obligations to purchase Offered Securities hereunder and the
aggregate principal amount of Offered Securities that such defaulting Purchaser
or Purchasers agreed but failed to purchase does not exceed 10% of the total
principal amount of Offered Securities, CSFBC may make arrangements satisfactory
to the Company for the purchase of such Offered Securities by other persons,
including any of the Purchasers, but if no such arrangements are made by the
Closing Date, the non-defaulting Purchasers shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such defaulting Purchasers agreed but failed to purchase. If any
Purchaser or Purchasers so default and the aggregate principal amount of Offered
Securities with respect to which such default or defaults occur exceeds 10% of
the total principal amount of Offered Securities and arrangements satisfactory
to CSFBC and the Company for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Purchaser or the
Company, except as provided in Section 9. As used in this Agreement, the term
"Purchaser" includes any person substituted for a Purchaser under this Section.
Nothing herein will relieve a defaulting Purchaser from liability for its
default.
9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company and the Subsidiary Guarantors or their officers and of
the several Purchasers set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of any Purchaser, the Company,
the Subsidiary Guarantors or any of their respective representatives, officers
or directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
8 or if for any reason the purchase of the Offered Securities by the Purchasers
is not consummated, the Company shall remain responsible for the expenses to be
paid or reimbursed by it pursuant to Section 5 and the respective obligations of
the Company and the Purchasers pursuant to Section 7 shall remain in effect. If
the purchase
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of the Offered Securities by the Purchasers is not consummated for any reason
other than solely because of the termination of this Agreement pursuant to
Section 8 or the occurrence of any event specified in Section 6(b)(i) or in
clauses (C), (D) or (E) of Section 6(b)(ii), the Company will reimburse the
Purchasers for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the
Offered Securities.
10. Notices. All communications hereunder will be in writing
and, if sent to the Purchasers will be mailed, delivered or telegraphed and
confirmed to the Purchasers, c/o Credit Suisse First Boston Corporation, Eleven
Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking
Department--Transactions Advisory Group, or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at Champion Enterprises,
Inc., 2701 University Drive, Suite 300, Auburn Hills, Michigan 48326, Attention:
John J. Collins, Jr.; provided, however, that any notice to a Purchaser pursuant
to Section 7 will be mailed, delivered or telegraphed and confirmed to such
Purchaser.
11. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Company as if such
holders were parties thereto.
12. Representation of Purchasers. You will act for the several
Purchasers in connection with this purchase, and any action under this Agreement
taken by you will be binding upon all the Purchasers.
13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.
The Company hereby submits to the non-exclusive jurisdiction
of the Federal and state courts in the Borough of Manhattan in The City of New
York in any suit or proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby.
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If the foregoing is in accordance with the Purchasers' understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Purchasers in accordance with its terms.
Very truly yours,
CHAMPION ENTERPRISES, INC.
by Joseph H. Stegmayer
-----------------------------
Name: Joseph H. Stegmayer
Title:Executive Vice President
The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
DONALDSON LUFKIN & JENRETTE SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
BY: CREDIT SUISSE FIRST BOSTON CORPORATION
as Representative of the Initial Purchasers
by David Wah
--------------------------
Name: David Wah
Title:Director
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SCHEDULE A
PURCHASER PRINCIPAL AMOUNT OF
OFFERED SECURITIES
Credit Suisse First Boston Corporation.................... $ 120,000,000
Donaldson Lufkin & Jenrette Securities Corporation........ 40,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated........ 40,000,000
Total.......................... $ 200,000,000
===============
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SCHEDULE B
Subsidiary
A-1 Homes Group, Inc.
Accent Mobile Homes, Inc.
Auburn Champ, Inc.
Champion Home Builders Co.
Chandeleur Homes, Inc.
Crest Ridge Homes, Inc.
Dutch Housing, Inc.
Grand Manor, Inc.
Heartland Homes, Inc.
Homes of Legend, Inc.
Homes of Merit, Inc.
Lamplighter Homes, Inc.
Lamplighter Homes (Oregon), Inc.
Redman Business Trust
Redman Homes, Inc.
Southern Showcase Housing, Inc.
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