Disclosure Certificate delivered in connection with the Credit Agreement dated July 21, 2017 Between the Loan Parties identified below and JPMorgan Chase Bank, N.A.
Exhibit 10.4
Disclosure Certificate delivered in connection with
the Credit Agreement dated July 21, 2017
Between the Loan Parties identified below and JPMorgan Chase Bank, N.A.
Section 3.05
A. Real Properties
The following properties are owned by the Borrowers:
1720 East Beamer Street, Woodland, California 95776
499 W. Esplande, San Jacinto, California 92583
2520 By-Pass Road, Elkhart, Indiana 46514
315 W. Skyline Road, Arkansas City, Kansas 67005
580 Mill Street NW, Sugarcreek, Ohio 44681
99, 80 and 77 Horseshoe Road, Leola, Pennsylvania 17540
1023 Highway 61 NE, Lancaster, Wisconsin 53813
550 Booth Bend Road, McMinnville, Oregon 97128
Colvin Court, McMinnville, Oregon 97128 (undeveloped)
1230 SW 10th Street, Ocala, Florida 34474
The Borrowers do not lease any real property.
B. | Intellectual Property |
Trademarks
Section 3.06 Disclosed Matters
Skyline Corporation has been named a defendant in Mary Hubbard et. al v. Amos Gates, Jr. et. al, Case No. 34-2014-00167568, Superior Court of the State of California County of Sacramento. The plaintiff seeks damages for wrongful death and personal injuries after a wheel came off a Skyline Corporation manufactured home during transport resulting in a fatality and personal injuries. Skyline Corporation acknowledges that it was the manufacturer of the home, but denies responsibility for the axle and wheel at issue, which was remanufactured by another named defendant. Skyline Corporation is contesting the claims against it and it is seeking indemnification from the third party manufacturer.
Section 3.12 -Material Agreements
Manufacturer Agreement dated March 21, 2013 by and between 21st Mortgage Corporation and Skyline Corporation
Vendor Agreement dated February 9, 2017 by and between Wells Fargo Commercial Distribution Finance, LLC and Skyline Corporation
Repurchase Agreement dated April 3, 2012 by and between Skyline Corporation and Northpoint Commercial Finance, LLC
Consignment Agreement dated August 11, 2014 by and between UFP Gordon, LLC and Skyline Corporation
Section 3.14- Insurance
Commercial Property American Home Assurance Company Policy No.  ###-###-####
Commercial General LiabilityMt. Hawley Insurance Company Policy No. SLO1000006
Automobile Liability Lexington Insurance Company Policy No. AS2Z91465858017
Umbrella Liability- Liberty Mutual Fire Insurance Policy No.  ###-###-####
Primary Director & Officer/Employment Practices Liability Great American Insurance Company Policy No. DOL8811069
Director & Officer Liability- Old Republic Insurance Company Policy No. ORPOR39025
Director & Officer Liability- XL Specialty Insurance Company Policy No. ELU147407-16
Director & Officer Liability Berkley Insurance Company Policy No. BPR08024527
Director & Officer Liability- Illinois National Insurance Company Policy No. 02-646-30-74
Fiduciary and Crime Liability- Federal Insurance Company Policy No. 8115-8169
Section 3.15 - Capitalization and Subsidiaries
Skyline Corporation 8,391,244 outstanding shares of common stock; listed on NYSE MKT; Indiana Corporation
Homette Corporation 600 common shares owned by Skyline Corporation; Indiana corporation
Layton Homes Corp. 150 common shares owned by Skyline Corporation; Indiana corporation
Skyline Homes, Inc. 250 common shares owned by Skyline Corporation; California corporation
The Skyline Corporation 2015 Stock Incentive Plan allows Skyline Corporation to grant a total of 700,000 common shares of Skyline Corporation in the form of (i) incentive stock options intended to be qualified under Section 422 of the I.R.C., (ii) non-qualified stock options, (iii) restricted stock (subject to risk of forfeiture), (iv) stock appreciations rights, and (v) restricted stock.
Section 3.22 - Affiliate Transactions
Executive Employment Agreement dated June 25, 2015 between Richard Florea (CEO) and Skyline Corporation
The Skyline Corporation 2015 Stock Incentive Plan allows Skyline Corporation to grant a total of 700,000 common shares of Skyline Corporation in the form of (i) incentive stock options intended to be qualified under Section 422 of the I.R.C., (ii) non-qualified stock options, (iii) restricted stock (subject to risk of forfeiture), (iv) stock appreciations rights, and (v) restricted stock.
Skyline Corporation has offered deferred compensation benefits to several current and former employees. The present value of the deferred compensation benefits is approximately $5.1 million dollars. Skyline Corporation owns life insurance policies which insure the lives of individuals entitled to receive deferred compensation benefits, and the cash surrender value of the policies is approximately $7.1 million dollars.
Section 6.01 - Existing Indebtedness
None.
Section 6.02 - Existing Liens
INDIANA SECRETARY OF STATE
FILE NUMBER | DATE | SECURED PARTY | COLLATERAL | |||||
1. | 200100004121152 | 07/18/2001 | Dell Financial Services, L.L.C. Mail Stop PS2DF-23 One Dell Way Round Rock, TX 78682 | Lessee/Lessor Specific Computer Equipment | ||||
2. | 200300001296598 | 02/11/2003 | NMHG Financial Services Inc. PO Box 35701 Billings, MT 59107-5701 | Lessee/Lessor Specific Equipment | ||||
3. | 201300001956946 | 03/01/2013 | Toyota Motor Credit Corporation PO Box 3457 Torrance, California 90510 | Specific Equipment | ||||
4. | 201300002439882 | 03/15/2013 | Toyota Motor Credit Corporation PO Box 3457 Torrance, CA 90510 | Specific Equipment | ||||
5. | 201300004621100 | 05/17/2013 | Toyota Motor Credit Corporation PO Box 3457 Torrance, CA 90510 | Specific Equipment | ||||
6. | 201300005721576 | 06/20/2013 | Toyota Motor Credit Corporation PO Box 3457 Torrance, CA 90510 | Specific Equipment | ||||
7. | 201300006081728 | 07/02/2013 | Toyota Motor Credit Corporation PO Box 3457 Torrance, CA 90510 | Specific Equipment | ||||
8. | 201400007486284 | 09/19/2014 | UFP Gordon, LLC PO Box 31 Royer Street Gordon, PA 17936 | Lumber and building products pursuant to Consignment Agreement dated August 2014 | ||||
9. | 201200007050097 | 08/01/2012 | Toyota Motor Credit Corporation PO Box 3457 Torrance, CA 90510 | Specific Equipment | ||||
10. | 201200009471036 | 10/16/2012 | Toyota Motor Credit Corporation PO Box 3457 Torrance, CA 90510 | Specific Equipment | ||||
11. | 201200010331770 | 11/12/2012 | Toyota Motor Credit Corporation PO Box 3457 Torrance, CA 90510 | Specific Equipment | ||||
12. | 201200011002372 | 12/04/2012 | Toyota Motor Credit Corporation PO Box 3457 Torrance, CA 90510 | Specific Equipment | ||||
13. | 201200011729934 | 12/27/2012 | Carlson Systems LLC PO Box 3036 Omaha, NE 68103 | Senco staplers, Senco nailers, Bostich nailers, Hitachi staplers, Duraspin Tyrex screw systems, Hitachi nailers, PAM power tool accessories, MAX nailers | ||||
14. | 201300000967967 | 01/28/2013 | AMS of Indiana, Inc. 3933 E. Jackson Blvd. Elkhart, IN 46516 | Specific Equipment located at: Skyline Homes TX, 606 South Second, Mansfield, TX 76063 |
FILE NUMBER | DATE | SECURED PARTY | COLLATERAL | |||||
15. | 201500002865635 | 04/16/2015 | CIT Finance 1 CIT Drive Livingston, NJ 07039 | Lease Specific Equipment | ||||
16. | 201600007909751 | 10/03/2016 | Toyota Industries Commercial Finance, Inc. 8951 Cypress Water Coppell, TX 75019 | Lease Specific Equipment |
KANSAS SECRETARY OF STATE
FILE NUMBER | DATE | SECURED PARTY | COLLATERAL | |||||
1. | 6001705 | 06/17/2005 | LaSalle Bristol Corp 5030 Great Oak Drive Lakeland, FL 33815 | Lessor/Lessee Specific Equipment | ||||
2. | 7097876 | 07/21/2014 | LaSalle Bristol 5030 Great Oak Dr Lakeland, FL 33815 | Equipment Duct Forming Machine |
OHIO SECRETARY OF STATE
FILE NUMBER | DATE | SECURED PARTY | COLLATERAL | |||||
1. | OH00098979130 | 02/21/2006 | LaSalle Bristol Corp 5030 Great Oak Drive Lakeland, FL 33815 | Lessor/Lessee Specific Equipment | ||||
2. | OH00178009273 | 07/21/2014 | LaSalle Bristol 5030 Great Oak Dr Lakeland, FL 33815 | Equipment Duct Forming Machine |
HOMETTE CORPORATION
INDIANA SECRETARY OF STATE
FILE NUMBER | DATE | SECURED PARTY | COLLATERAL | |||||
1. | 201300006945181 | 07/29/2013 | Carlson Systems LLC PO Box 3036 Omaha, NE 68103 | Senco nailers, Duraspin Tyrex Screw systems, Senco staplers, Hitachi nailers, Bostich staplers, Interchange Brand nailers, Interchange Brand staplers, MAX nailers |
SKYLINE HOMES, INC.
CALIFORNIA SECRETARY OF STATE
FILE NUMBER | DATE | SECURED PARTY | COLLATERAL | |||||
1. | 200220560268 | 07/22/2002 | LaSalle Bristol Corp. 5030 Great Oak Drive Lakeland, FL 33815 | Automatic Duct Forming Machine owned by Secured Party and leased to Debtor |
Section 6.04Existing Investments
None.
Section 6.10Existing Restrictions
None.
IN WITNESS WHEREOF, the Loan Parties have executed this Disclosure Certificate in connection with the Credit Agreement as of the date first above written.
Loan Parties: | ||
SKYLINE CORPORATION | ||
SKYLINE HOMES, INC. | ||
HOMETTE CORPORATION | ||
LAYTON HOMES CORP. | ||
By: | /s/ Jon Pilarski | |
Name: | Jon Pilarski | |
Title: | Vice President/Treasurer of each of the above, on behalf of each of the above |