Preview | Purchase and Sale Agreement |

This Purchase and Sale Agreement is entered into as of July 29, 2005, by and between HomeOne Credit Corp., a Delaware corporation (Seller), Fleetwood Enterprises, Inc., a Delaware corporation (Parent) and Vanderbilt Mortgage and Finance, Inc., a Tennessee corporation (Buyer).

WHEREAS, Seller desires to sell and Buyer desires to purchase all of Sellers right, title and interest in and to certain retail installment sales contracts and installment loan agreements secured by first priority liens on Manufactured Homes (as defined below), and, in some cases, a first priority lien on the real property on which the Manufactured Homes are situated, in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:

ARTICLE 1
DEFINITIONS

Whenever used herein, the following words and phrases, unless the context otherwise requires, will have the following meanings:

Affiliate: Any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For the purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of a Person whether by voting power, contract or otherwise.

Agreement: This Purchase and Sale Agreement, together with all Exhibits and Schedules hereto and all subsequent written amendments and supplements hereto and thereto.

Blanket Assignment and Bill of Sale: The Blanket Assignment and Bill of Sale in the form attached hereto as Exhibit A executed as of the First Closing Date or the Second Closing Date.

Business Day: Any day other than a Saturday or Sunday, or any other day on which national banks in New York, New York are permitted or required to be closed.

Closing: The consummation of the transactions contemplated to take place under this Agreement on the First Closing Date and/or Second Closing Date.

Closing Date: The First Closing Date and/or the Second Closing Date, as applicable.

Contracts: Any retail installment sales contracts or installment loan agreements or promissory notes evidencing an Obligors obligation to pay the indebtedness provided for therein and evidencing the respective security interest in a Manufactured Home and, in some cases, in the real estate upon which the Manufactured Home is located, which Contracts are to be sold and assigned by Seller to Buyer and which are set forth in the Schedule of Contracts and are the subject of this Agreement. The Contracts include, without limitation, all related Security Instruments and security interests created thereby and any and all rights to receive payments (including principal, interest and fees) pursuant thereto from and after the applicable Cut-Off Date, but exclude any rights to receive payments that are received prior to the applicable Cut-Off Date and applied prior to the applicable Cut-Off Date. For purposes of this Agreement, the term Contracts used herein shall include the Additional Contracts purchased by Buyer at the Second Closing Date, as appropriate, using the applicable Cut-Off Date and applicable Closing Date for such Additional Contracts.

Contract File: A file maintained by Seller with respect to a Contract including, but not limited to, the documents described in Section 9.3(a) of this Agreement.

Contract Rate: With respect to a Contract, the annualized rate of interest to be paid by an Obligor, as stated in a Contract.

Conveyed Property: As defined in Section 2.1(a) of this Agreement.

Cut-Off Date: The close of business on July 26, 2005, for the First Closing Date, and the close of business on the second Business Day preceding the Second Closing Date for the Second Closing Date.

Financing Statement: As defined in Section 2.3 of this Agreement.

First Closing Date: Subject to the terms and conditions of this Agreement, the First Closing Date shall be July 29, 2005, or such other date as may be mutually agreed to by Seller and Buyer.

Losses: Any losses, liabilities, claims, damages, costs, expenses (including reasonable attorneys fees and expenses at trial, on appeal or otherwise) and disbursements, collectively, including, without limitation, any such losses, liabilities, claims, damages, costs, expenses and disbursements arising from or related to third party claims; and net of any insurance proceeds and payments from any other responsible parties that are paid, without any condition or contingency, to the respective Person claiming such Losses.

Manufactured Home: A unit of manufactured or modular housing, including all accessions thereto, securing the indebtedness of an Obligor under the related Contract.

Mortgage: A mortgage, deed of trust, security deed or similar instrument creating a first lien on an estate in fee simple in real property that may, in some cases, secure the real estate upon which the Manufactured Home is located in addition to the first priority lien on the Manufactured Home that secures a Contract.

Obligor: The Person or Persons who is indebted under a Contract, or who has acquired a Manufactured Home subject to such Contract.

Parent: As defined in the first paragraph of this Agreement.

Person: Any individual, corporation, partnership, limited liability company, limited liability partnership, business trust, joint venture, association, joint stock company, trust (including any

beneficiary thereto), unincorporated organization or other entity or a government body or any agency or political subdivision thereof.

Purchase Price:

(a) Subject to the proviso below in this paragraph and also subject to paragraph (c) below, for the Contracts and related Conveyed Property sold by Seller to Buyer on the First Closing Date, ninety-five and seven-tenths percent (95.7%) of the aggregate Unpaid Principal Balance of the Contracts purchased by Buyer pursuant to this Agreement as of the Cut-Off Date for the First Closing Date plus one hundred percent (100%) of the accrued but unpaid interest payable on each Contract that is thirty (30) days or less delinquent as of the Cut-Off Date for the First Closing Date, not to exceed more than thirty (30) days accrued interest for each such Contract; provided, that for the Contracts and related Conveyed Property sold by Seller to Buyer on the First Closing Date in which the Obligor or related Property under the Contract is involved in bankruptcy proceedings, which are listed on Schedule 5.2(s), sixty-five percent (65%) of the aggregate Unpaid Principal Balance of the Contracts purchased by Buyer pursuant to this Agreement as of the Cut-Off Date for the First Closing Date; plus, with respect to the Contracts purchased on the First Closing Date, Buyer shall pay Seller an amount equal to sixty percent (60%) of the unearned forced placed insurance premiums listed on Schedule 5.2(c), not to exceed ten thousand dollars ($10,000). In addition, and pursuant to the terms of the Asset Purchase Agreement (APA) by and among Parent, Fleetwood Retail Corp., and Fleetwood Retail Corp. Affiliates, and CMH Homes, Inc. and CMH of KY, Inc., dated July 7, 2005, in the event the sale of all or substantially all of the retail operations as contemplated by the APA is consummated, an additional amount for the Conveyed Property sold by Seller to Buyer on the First Closing Date shall be paid to Parent under the APA, which additional amount shall equal two and three-tenths percent (2.3%) of the Unpaid Principal Balance of the Contracts as of the Cut-off Date for the First Closing Date.

(b) Subject to paragraph (c) below, for the Additional Contracts and related Conveyed Property sold by Seller to Buyer on the Second Closing Date, ninety-eight percent (98%) of the aggregate Unpaid Principal Balance of the Additional Contracts purchased by Buyer pursuant to this Agreement as of the Cut-Off Date for the Second Closing Date (or ninety-five and seven tenths percent (95.7%) of the aggregate Unpaid Principal Balance of the Additional Contracts purchased by Buyer pursuant to this Agreement as of the Cut-Off Date for the Second Closing Date if the sale of the retail operations as contemplated by the APA is not consummated) plus one hundred percent (100%) of the accrued but unpaid interest payable on each Additional Contract that is thirty (30) days or less delinquent as of the Cut-Off Date for the Second Closing Date, not to exceed more than thirty (30) days accrued interest for each such Contract.

(c) In each case of paragraph (a) and (b) under this definition of Purchase Price, the respective Purchase Price payable by Buyer for the First Closing Date and the Second Closing Date shall be reduced by the following amounts, each as determined as of the applicable Cut-Off Date, (i) the dollar amount of insurance proceeds with respect to Contracts held by Seller which have not been applied to reduce the Unpaid Principal Balance of a Contract or otherwise disbursed (all such insurance proceeds, Unapplied Insurance Proceeds), (ii) the dollar amount of unapplied partial payments from Obligors in respect of a Contract which have not been applied to such Contract (all such payments, the Unapplied Funds), and (iii) the dollar amount of unapplied escrow deposits held by Seller with respect to a Contract (all such amounts, Unapplied Escrow Amounts).

Repurchase Price: As defined in Section 5.4 of this Agreement.

Schedule of Contracts: The schedule listing the Contracts to be purchased by Buyer on the First Closing Date, which will be supplemented by an additional schedule for the purchase of the Additional Contracts on the Second Closing Date, in the form attached to this Agreement as Exhibit B, and delivered in accordance with Section 9.1 of this Agreement.

Second Closing Date: As defined in Section 2.2 of this Agreement.

Security Instrument: A manufacturers certificate or statement of origin, certificate of title, Uniform Commercial Code financing statement, Mortgage, Contract or security agreement duly filed and/or recorded, as required, in state and/or town/city/county offices, as appropriate, evidencing Sellers perfected first priority security interest in a Manufactured Home and, if applicable, the real property on which a Manufactured Home is located and the applicable mortgage, trust deed, deed of trust or other security agreement evidencing Sellers lien on such real property.

Seller: As defined in the first paragraph of this Agreement.

Seller Financial Statements: As defined in Section 5.1(m) of this Agreement.

Servicing Transfer Date: As defined in Section 7.2 of this Agreement.

Taxes: As defined in Section 5.1(i) of this Agreement.

Unpaid Principal Balance: With respect to a Contract, as of a date of determination, the Obligors original principal balance minus the cumulative principal portion of each installment received prior to such date from the Obligor and applied to reduce such balance, the application of such installment having been determined in accordance with the terms and conditions of the Contract.

End of Preview

Home Intelligence Services Subscriptions News About Us

ARTICLE 1DEFINITIONS

ARTICLE 1
DEFINITIONS