1
EXHIBIT 2.3
EXERCISE AND SETTLEMENT AGREEMENT
THIS EXERCISE AND SETTLEMENT AGREEMENT (this "Agreement"), dated as of
September 24, 1996, is entered into by and among Guerdon Holdings, Inc., a
Delaware corporation (the "Company"), Guerdon Homes, Inc., a Delaware
corporation ("GHI") ,the securityholders of the Company and GHI (collectively,
the "Securityholders"), and American Homestar Corporation, a Texas corporation
("Investor"). Capitalized terms used herein but not defined herein shall have
the respective meanings ascribed to them in the Supplemental Escrow Agreement
(as hereinafter defined).
W I T N E S S E T H:
WHEREAS, the Company, GHI and Investor are parties to that certain
Securities Purchase Agreement, dated as of January 10, 1996 (the "Purchase
Agreement"); and
WHEREAS, certain of the parties hereto are parties to that certain
Option Agreement, dated as of January 10, 1996 (the "Option Agreement"), and
that certain Escrow Agreement, dated as of January 10, 1996 (the "Escrow
Agreement"); and
WHEREAS, Investor, Xxxx Xxxxxxxx, as representative of certain
securityholders of the Company and GHI, Xxxxxxx & Xxxxxx, L.L.P. and Texas
Commerce Bank National Association are parties to that certain Indemnification
Escrow agreement, dated as of February 27, 1996 (the "Indemnification Escrow
Agreement"); and
WHEREAS, certain of the parties hereto are among the parties to that
certain Supplemental Agreement, dated as of February 27, 1996 (the
"Supplemental Agreement"), and that certain Supplemental Escrow Agreement,
dated as of February 27, 1996 (the "Supplemental Escrow Agreement"); and
WHEREAS, Investor is willing to exercise the Option (as defined in the
Option Agreement) at this time, provided that the parties hereto execute and
deliver this Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Exercise of the Option. Investor shall exercise the Option as
soon as practicable after the date hereof, but no later than October 15, 1996.
2. Payments. Notwithstanding anything in the Transaction
Documents (as defined below) to the contrary: (i) no notice of the exercise of
the Option shall be required, except that Investor shall promptly notify
Securityholders Counsel (as defined below) of such exercise; (ii) upon payment
of the amounts set forth in Section 6 hereof and on Schedule A attached hereto
to the parties listed thereon (the "Settlement Payments"), the Option shall be
deemed to have been exercised and all financial obligations under the
Transaction Documents shall be deemed to have been paid, and the Securities (as
defined in the Option Agreement) are thereby fully-paid
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for, and purchased by, Investor, such that no other amounts will be due, or
will become due as a result of or with respect to the exercise of the Option;
(iii) upon payment of the Settlement Payments, Investor shall notify in writing
Xxxxxxx & Xxxxxx, L.L.P. ("J&W"), the Escrow Agent under the Escrow Agreement,
of the exercise of the Option, and J&W shall deliver all of the Escrowed Items
(as defined in the Escrow Agreement) to Investor; and (iv) all notices required
by the Transaction Documents are hereby waived. As used herein, "Transaction
Documents" shall mean the Purchase Agreement, the Option Agreement, the
Supplemental Agreement, the Supplemental Escrow Agreement, the Indemnification
Escrow Agreement and all other documents, agreements and instruments incident
or related to such agreements.
3. Certain Legal Fees. All legal fees of Shereff, Friedman,
Xxxxxxx & Xxxxxxx, LLP ("Securityholders' Counsel") relating to the Company,
GHI or the Securityholders after February 27, 1996, shall be the sole
responsibility of, and shall be payable by, the holders of the Subordinated
Debt (as defined in the Option Agreement); provided, however, that upon the
exercise of the Option, the Company shall pay $15,000 of such fees to
Securityholders' Counsel. Upon the exercise of the Option, the Company agrees
to pay $7,000 of the legal fees owed by Xx Xxxxxxx to Xxxxxxx Xxxxx Xxxxxxx
Xxxxxx & Xxxxxx, LLP ("Xxxxxxx'x Counsel"), such payment being made directly to
Xxxxxxx'x Counsel.
4. Releases. (a) Except for the representations and warranties
and rights and obligations under this Agreement, each party hereto, on his own
behalf and on behalf of its officers, directors, partners, subsidiaries,
attorneys, affiliates, agents, successors, heirs, legal representatives and
assigns (collectively, as to each party, the "Party Releasors") agrees to
release and does hereby release, acquit and forever discharge each other party
hereto, and such other party's officers, directors, partners, subsidiaries,
attorneys, affiliates, agents, successors, heirs, legal representatives and
assigns (collectively, as to each party, the "Party Releasees") from, and
extinguishes, any and all claims, demands, debts, damages, costs, losses,
expenses, commissions, actions, causes of action, rights, liabilities,
obligations and chooses in action of whatever nature or type which any of the
Party Releasors have, or may have, or which have been, or could have been, or
in the future otherwise might have been asserted against any of the Party
Releasees by reason of, or relating to, any matter, cause, omission, act or
thing whatsoever, occurring in whole or part on or at any time prior to the
date hereof, (including, without limitation, the Transaction Documents, the
Securityholders Agreement dated as of April 4, 1994 by and among the Company,
IBG Acquisition Corporation and certain of the Securityholders, and the
Intercreditor, Subordination and Reimbursement Agreement dated as of April 4,
1994 by and between GHI, the Company and certain of the Securityholders, as
amended (collectively, the "Party's Claims") but excluding: (i) the
indemnification obligations of certain parties (the "Indemnitors") hereto to
Investor, the Company and GHI with respect to the RBS Suit (as defined in the
Supplemental Agreement) as provided in Section 13 of the Supplemental
Agreement; and (ii) any employment agreement listed on Schedule 1.5 to the
Option Agreement which has not previously been terminated. Each party hereby
waives all rights which it may have under the provisions of California Civil
Code Section 1542, which reads as follows:
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"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
(b) Each party agrees that the releases provided in this
Section 4 are hereby deemed to be reaffirmed and made as of the date hereof and
as of the date of the exercise of the Option; provided, however, that the
foregoing releases shall be null and void in the event the Option is not
exercised by Investor prior to October 15, 1996.
5. Representations and Warranties of the Parties. Each party
hereto represents and warrants to the other parties hereto as follows: (a) such
party has the power and authority to execute, deliver, and perform such party's
obligations under this Agreement, and this Agreement constitutes the valid and
binding obligation of such party, enforceable against such party in accordance
with the terms hereof; (b) none of its Party Releasors have assigned, sold,
conveyed or otherwise transferred all or any portion of its Party's Claims
except as set forth in the Transaction Documents; and (c) such party fully
understands the terms of this Agreement and has been represented by competent
legal counsel in connection therewith, and has executed this Agreement
voluntarily and without coercion or duress.
6. Release of Collateral. Upon exercise of the Option, Investor
shall cause Bank (as defined in the Supplemental Agreement) to release to the
mezzanine lenders under the Modification Agreement (as defined in the
Supplemental Agreement) the cash collateral then on deposit from such mezzanine
lenders for the benefit of Bank and, in the event Bank has applied any of the
cash collateral against indebtedness owed by GHI to Bank, Investor will
reimburse the mezzanine lenders for such amount. Upon exercise of the Option,
if Bank refuses to release any cash collateral under the Modification
Agreement, Investor shall substitute cash collateral in place of such cash
collateral of the mezzanine lenders.
7. Miscellaneous.
(a) This Agreement may not be amended, except in a
written document signed by all the parties hereto. Neither this Agreement nor
any right or obligation created hereby or in any agreement entered into in
connection with the transactions contemplated hereby shall be assignable by any
party hereto.
(b) THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW PROVISIONS THEREOF.
(c) Any notice or demand which is permitted or required
hereunder will be made in accordance with Section 7.4 of the Option Agreement.
(d) If any provision of this Agreement is held invalid
under applicable law, such provision will be ineffective to the extent of such
invalidity, and such invalid provision
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will be modified to the extent necessary to make it valid and enforceable. Any
such invalidity will not invalidate the remainder of this Agreement.
(e) Each party hereto that is shown to have breached this
Agreement agrees to pay the costs and expenses (including reasonable attorneys'
fees and expenses) incurred by any other party in successfully (i) enforcing
any of the terms of this Agreement against the breaching party or (ii) proving
that another party breached any terms of this Agreement.
(f) In the event of any inconsistencies or ambiguities
between this Agreement and the Transaction Documents, this Agreement shall
control.
(g) This Agreement may be executed in any number of
counterparts, each of which will be taken to be an original; but such
counterparts will together constitute one document.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
GUERDON HOLDINGS, INC.
By: /s/ XXXX XXXXXXXX
-----------------------------------------
Xxxx Xxxxxxxx, President
GUERDON HOMES, INC.
By: /s/ XXXX XXXXXXXX
-----------------------------------------
Xxxx Xxxxxxxx, President
AMERICAN HOMESTAR CORPORATION
By: /s/ XXXXXXXX X. XXXXXX, XX.
-----------------------------------------
Xxxxxxxx X. Xxxxxx, Xx.
President
/s/ XXXXX XXX
---------------------------------------------
Xxxxx Xxx
SECURITYHOLDERS
See the attached Signature Pages for
each Securityholder
The undersigned hereby executes this Agreement
for the sole purpose of consenting and agreeing
to the provisions of Section 3 above.
SHEREFF, FRIEDMAN, XXXXXXX & XXXXXXX, LLP
By: /s/ XXXXXX XXXXX
------------------------------------------------------
Xxxxxx Xxxxx, Partner
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
---------------------------------------------
Printed Name:
-------------------------------
If a legal entity:
The P/A Fund, L.P.
---------------------------------------------
(type in name)
By: /s/ ILLEGIBLE
-----------------------------------------
Title: General Partner
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
---------------------------------------------
Printed Name:
-------------------------------
If a legal entity:
Pacific Mezzanine Fund, L.P.
---------------------------------------------
(type in name)
By: Pacific Private Capital
-----------------------------------------
Title: /s/ ILLEGIBLE
--------------------------------------
General Partner
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
---------------------------------------------
Printed Name:
-------------------------------
If a legal entity:
BBU Mezzanine Fund II
---------------------------------------------
(type in name)
By: BBU Advisors
-----------------------------------------
Title: /s/ ILLEGIBLE
--------------------------------------
General Partner
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
---------------------------------------------
Printed Name:
-------------------------------
If a legal entity:
CIN Venture Nominees, Ltd.
---------------------------------------------
(type in name)
By: /s/ ILLEGIBLE
-----------------------------------------
Title: General Partner
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
/s/ XXXXXX XXXXXXXX
---------------------------------------------
Printed Name: Xxxxxx Xxxxxxxx
-------------------------------
If a legal entity:
---------------------------------------------
(type in name)
By: /s/
-----------------------------------------
Title:
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
---------------------------------------------
Printed Name:
-------------------------------
If a legal entity:
Xxxxxx & Co. (Jersey) Ltd.
Custodian for APA Excelsior III/Offshore, L.P.
---------------------------------------------
(type in name)
By: /s/ ILLEGIBLE
-----------------------------------------
Title: General Partner
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
---------------------------------------------
Printed Name:
-------------------------------
If a legal entity:
APA Excelsior III, L.P.
---------------------------------------------
(type in name)
By: /s/ ILLEGIBLE
-----------------------------------------
Title: General Partner
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
/s/ XXXX XXXXXXXXXX
---------------------------------------------
Printed Name: Xxxx Xxxxxxxxxx
-------------------------------
If a legal entity:
---------------------------------------------
(type in name)
By:
-----------------------------------------
Title:
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
/s/ XXXXX SHIGEKAVA
---------------------------------------------
Printed Name: Xxxxx Shigekava
-------------------------------
If a legal entity:
---------------------------------------------
(type in name)
By:
-----------------------------------------
Title:
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
/s/ XXXXXX XXXXXXXX
---------------------------------------------
Printed Name: Xxxxxx Xxxxxxxx
-------------------------------
If a legal entity:
---------------------------------------------
(type in name)
By:
-----------------------------------------
Title:
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
/s/ XXXXXX XXXX
---------------------------------------------
Printed Name: Xxxxxx Xxxx
-------------------------------
If a legal entity:
---------------------------------------------
(type in name)
By:
-----------------------------------------
Title:
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
---------------------------------------------
Printed Name:
-------------------------------
If a legal entity:
BW Capital Corporation
---------------------------------------------
(type in name)
By: /s/ ILLEGIBLE
-----------------------------------------
Title: Vice President
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
---------------------------------------------
Printed Name:
-------------------------------
If a legal entity:
BBU Mezzanine Fund
---------------------------------------------
(type in name)
By: /s/ ILLEGIBLE
-----------------------------------------
Title: its General Partner
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
/s/ XXXXXX X. BREACH
---------------------------------------------
Printed Name: Xxxxxx X. Breach
-------------------------------
If a legal entity:
---------------------------------------------
(type in name)
By:
-----------------------------------------
Title:
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
---------------------------------------------
Printed Name:
-------------------------------
If a legal entity:
Huckvale, Inc.
---------------------------------------------
(type in name)
By: /s/ XXXX XXXXXXXX
-----------------------------------------
Title: President
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
/s/ XXXXX XXXXXXX
---------------------------------------------
Printed Name: Xxxxx Xxxxxxx
-------------------------------
09/24/96
If a legal entity:
---------------------------------------------
(type in name)
By:
-----------------------------------------
Title:
--------------------------------------
22
SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
/s/ XXXXX XXXXXXX
---------------------------------------------
Printed Name: XXXXX XXXXXXX - XXX
-------------------------------
If a legal entity:
XXXXX XXXXXXX - XXX
---------------------------------------------
(type in name)
By: /s/ XXXXX XXXXXXX
-----------------------------------------
Title: Owner
--------------------------------------
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SIGNATURE PAGE OF
SECURITYHOLDER TO THE
EXERCISE AND SETTLEMENT AGREEMENT
This Signature Page to that certain Exercise and Settlement Agreement,
by and among American Homestar Corporation, a Texas corporation, Guerdon
Holdings, Inc., a Delaware corporation (the "Company"), Guerdon Homes, Inc., a
Delaware corporation ("GHI") and the Securityholders of the Company and GHI
(the "Settlement Agreement"), is hereby executed by the undersigned, as a
Securityholder (as defined therein), as of the date of the Settlement
Agreement.
If an individual:
/s/ XXXXX XXX
---------------------------------------------
Printed Name: Xxxxx Xxx
-------------------------------
If a legal entity:
---------------------------------------------
(type in name)
By:
-----------------------------------------
Title:
--------------------------------------
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SCHEDULE A
Guerdon Homes, Inc.
Estimated Amounts Due at Option Exercise
Item 9/24/96 Notes
---- ------- -----
X. Xxxxxxx xxxxxxxxx, xxxxx 50,000(1) Payments of $7,692 made bi-weekly through 9/20/96
X. Xxxxxxx bonus, gross 228,063(1) Interest accrued at 10.5% through 9/24/96
X. Xxxxxxx payment 100,000 Based on mutual agreement
X. Xxx bonus 168,000 Settlement of $165K from Sub debt and $3K old bonus due
Series A pref. dividends (X. Xxxxxxxx) 69,235 Includes interest on past-due dividends
Series B pref. dividends (X. Xxxxxxx-XXX) 29,340 Includes interest on past-due dividends
Series B pref. dividends (X. Xxxxxxx) 9,779 Includes interest on past-due dividends
"Patricof" sub debt interest(2) 707,723 Includes interest on past-due interest
"PMF" sub debt interest 1,271,933 Includes interest on past-due interest
----------
Subtotal 2,634,073
Series A preferred stock (X. Xxxxxxxx) 420,000 Dividends accrue at 12%
Series B preferred stock (X. Xxxxxxx-XXX) 150,000 Dividends accrue at 12%
Series B preferred stock (X. Xxxxxxx) 50,000 Dividends accrue at 12%
"Patricof" sub debt principal 4,532,917 Interest accrues at 11%
"PMF" sub debt principal(2) 6,967,083 Interest accrues at 12%
----------
Total due at option exercise 14,754,073
----------
-------------------
(1) Gross payments to X. Xxxxxxx will exclude $107,000 for federal withholding
taxes which will be paid to the IRS.
(2) The fees payable to Patricof, as listed on the following table are, upon
instructions from Patricof, being split between the other Patricof
entities.
Page 1 of 6
25
XX XXXXXXX'X SEVERANCE
----------------------
Date Bi-weekly Pmt. Balance
---- -------------- ----------
Balance, 6/30/95 300,000.00
Check #1850 7/3/95 7,692.31 292,307.59
Check #1892 7/21/95 7,692.31 284,615.38
Check #1933 8/4/95 7,692.31 276,923.07
Check #1969 8/14/95 7,692.31 269,230.76
Check #2020 8/30/95 7,692.31 261,536.45
Check #2063 9/15/96 7,692.31 253,846.14
Check #2091 9/29/95 7,692.31 246,153.83
Check #2119 10/13/95 7,692.31 238,461.52
Check #2165 10/27/95 7,692.31 230,769.21
Check #2189 11/7/95 7,692.31 223,076.90
Bi-weekly payroll 11/17/95 3,846.16 219,230.74
Bi-weekly payroll 12/1/95 7,692.31 211,538.43
Bi-weekly payroll 12/15/95 7,692.31 203,846.12
Bi-weekly payroll 12/29/95 7,692.31 196,153.81
Bi-weekly payroll 1/12/96 7,692.31 188,461.50
Bi-weekly payroll 1/26/96 7,692.31 180,769.19
Bi-weekly payroll 2/9/96 7,692.31 173,075.88
Bi-weekly payroll 2/23/96 7,692.31 165,384.57
Bi-weekly payroll 3/8/96 7,692.31 157,592.26
Bi-weekly payroll 3/22/96 7,692.31 149,999.95
Bi-weekly payroll 4/5/96 7,692.31 142,307.64
Bi-weekly payroll 4/19/96 7,692.31 134,615.33
Bi-weekly payroll 5/3/96 7,692.31 126,923.02
Bi-weekly payroll 5/14/96 7,692.31 119,230.71
Bi-weekly payroll 5/31/96 7,692.31 111,538.40
Bi-weekly payroll 6/14/96 7,692.31 103,846.09
Bi-weekly payroll 6/28/96 7,692.31 96,153.78
Bi-weekly payroll 7/12/96 7,692.31 88,461.47
Bi-weekly payroll 7/26/96 7,692.31 80,769.16
Bi-weekly payroll 8/9/96 7,692.31 73,076.85
Bi-weekly payroll 8/23/96 7,692.31 65,384.54
Bi-weekly payroll 9/6/96 7,692.31 57,692.23
Bi-weekly payroll 9/20/96 7,692.31 49,999.92
XX XXXXXXX'X BONUS
------------------
Date Accr. Interest Balance
---- -------------- -------
Balance 12/1 12/1/95 210,000.00
Accrued interest at 10.5% 9/25/96 18,062.88 228,062.88
Page 2 of 6
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XXXXX XXX'X BONUS
-------------------------------------------------------------------------------------------------------
Monthly
Date Pmt. Settlement Balance
-------- --------- ---------- ----------
Balance at 6/30 27,000.00
Monthly payment 7/31/96 12,000.00 - 15,000.00
Monthly payment 8/31/96 12,000.00 - 3,000.00
Settlement 9/25/96 - 165,000.00 168,000.00
SERIES A PREF. STOCK DIVIDENDS (F. HACKVALE)
----------------------------------------------------------------------------------------------------------------------------
Total
Rate Dates Days Amount Dividends Total Due
---- ------- ---- --------- --------- ----------
Principal 3/31/95 420,000.00
Accrued dividends 12.0% 6/30/95 91 12,740.00 12,740.00 432,740.00
Accrued dividends 12.0% 9/30/95 92 13,270.69 26,010.69 446,010.69
Accrued dividends 12.0% 12/31/95 92 13,677.66 39,688.35 459,688.35
Accrued dividends 12.0% 2/28/96 59 9,040.54 48,728.89 468,728.89
Accrued dividends 0.0% 3/31/96 32 - 48,728.89 465,728.89
Accrued dividends 0.0% 5/18/96 48 - 48,728.89 468,728.89
Accrued dividends 12.0% 6/30/96 43 6,718.45 55,447.34 475,447.34
Accrued dividends 12.0% 9/25/96 87 13,787.97 69,235.31 489,235.31
SERIES B PREF. STOCK DIVIDENDS (X. XXXXXXX)
----------------------------------------------------------------------------------------------------------------------------
Total
Rate Dates Days Amount Dividends Total Due
---- ------- ---- --------- --------- ----------
Principal 3/31/95 200,000.00
Accrued dividends 12.0% 6/30/95 91 6,066.67 6,066.67 206,066.67
Accrued dividends 12.0% 9/30/95 92 6,319.38 12,386.05 212,386.05
Accrued dividends 12.0% 12/31/95 92 6,513.17 18,899.22 218,899.22
Accrued dividends 12.0% 3/31/96 91 6,639.94 25,539.16 225,539.16
Accrued dividends 12.0% 6/30/96 91 6,841.35 32,380.51 232,280.51
Accrued dividends 12.0% 9/25/96 87 6,739.03 39,119.54 239,119.54
"PMF" SUMMARY BY FUND
----------------------------------------------------------------------------------------------------------------------------
% Principal Forfeit Net Principal Interest Total
------- ------------ ----------- ------------- ------------ ------------
Pacific Mezzanine Fund 46.22% 3,360,000.00 (140,000.00) 3,220,000.00 587,851.50 3,807,851.50
BW Capital Corp. 21.32$ 1,550,000.00 (64,583.33) 1,485,416.67 271,182.80 1,756,599.47
BBU Mezzanine Fund II 32.46% 2,360,000.00 (98,333.34) 2,251,666.66 412,898.74 2,674,565.40
------- ------------ ----------- ------------ ------------ ------------
100.00% 7,270,000.00 (302,916.67) 6,967,083.33 1,271,933.04 8,239,016.37
------- ------------ ----------- ------------ ------------ ------------
"PATRICOL" SUMMARY BY FUND
----------------------------------------------------------------------------------------------------------------------------
% Principal Forfeit Net Principal Interest Total
------- ------------ ----------- ------------- ------------ ------------
Patricol fees 0.00% - - - (0.00) (0.00)
APA Excelsior 38.13% 1,803,491.00 (75,145,46) 1,728,345.54 269,846.09 1,998,191.63
Xxxxx & Co. 14.54% 687,506.00 (28,664.08) 658,859.92 102,867.61 761,727.53
APA/Fostin 45.37% 2,145,976.00 (89,415.67) 2,056,560.33 321,090.22 2,377,650.55
CIN Venture 1.97% 93,027.00 (3,876.12) 89,150.88 13,919.10 103,069.98
------- ------------ ----------- ------------ ------------ ------------
100.00% 4,730,000.00 (197,083.33) 4,532,916.67 707,723.02 5,240,639.69
------- ------------ ----------- ------------ ------------ ------------
Page 3 of 6
27
PACIFIC MEZZANINE FUND -- DETAIL INTEREST CALCULATION
-----------------------------------------------------
Rate Dates Days Amount Total interest Total Due
---- ----- ---- ------ -------------- ---------
Principal 3/31/95 3,360,000.00
Accrued interest 16.0% 6/30/95 91 135,893.33 135,893.33 3,495,893.33
Accrued interest 16.0% 9/30/95 92 142,943.19 278,836.52 3,638,836.52
Accrued interest 16.0% 12/1/95 62 100,270.16 379,106.68 3,739,106.68
Accrued interest 12.0% 12/31/95 30 36,388.37 415,495.05 3,775,495.05
Accrued interest 12.0% 2/28/96 59 74,251.40 489,746.45 3,849,746.45
Accrued interest 0.0% 3/31/96 32 -- 489,746.45 3,849,746.45
Accrued interest 0.0% 6/14/96 75 -- 489,746.45 3,849.746.45
Accrued interest 12.0% 6/30/96 16 20,531.95 510,278.43 3,870,278.43
Accrued interest 12.0% 9/25/96 87 112,238.07 622,516.50 3,982,516.50
Less Xxxxx Xxx settlement (34,665.00) 587,851.50 3,947,851.50
Less principal forfeited (140,000.00) 587,851.50 3,807,851.50
BW CAPITAL CORP. -- DETAIL INTEREST CALCULATION
-----------------------------------------------
Rate Dates Days Amount Total interest Total Due
---- ----- ---- ------ -------------- ---------
Principal 3/31/95 1,550,000.00
Accrued interest 16.0% 6/30/95 91 62,688.89 62,688.89 1,612,688.89
Accrued interest 16.0% 9/30/95 92 65,941.06 128,629.95 1,678,629.95
Accrued interest 16.0% 12/1/95 62 46,255.58 174,885.53 1,724,885.53
Accrued interest 12.0% 12/31/95 30 16,786.30 191,671.83 1,741,671.83
Accrued interest 12.0% 2/28/96 59 34,252.88 225,924.71 1,775,924.71
Accrued interest 0.0% 3/31/96 32 -- 225,924.71 1,775,924.71
Accrued interest 0.0% 6/14/96 75 -- 225,924.71 1,775,924.71
Accrued interest 12.0% 6/30/96 16 9,471.60 235,396.31 1,785,396.31
Accrued interest 12.0% 9/25/96 87 51,776.49 287,172.80 1,837,172.80
Less Xxxxx Xxx settlement (15,990.00) 271,182.80 1,821,182.80
Less principal forfeited (64,583.33) 271,182.80 1,756,599.47
BBU MEZZANINE FUND II -- DETAIL INTEREST CALCULATION
----------------------------------------------------
Rate Dates Days Amount Total interest Total Due
---- ----- ---- ------ -------------- ---------
Principal 3/31/95 2,360,000.00
Accrued interest 16.0% 6/30/95 91 95,448.89 95,448.89 2,455,448.89
Accrued interest 16.0% 9/30/95 92 100,400.58 195,849.47 2,555,849.47
Accrued interest 16.0% 12/1/95 62 70,427.85 288,277.32 2,626,277.32
Accrued interest 12.0% 12/31/95 30 25,558.49 291,835.81 2,651,835.81
Accrued interest 12.0% 2/28/96 59 52,152.77 343,988.58 2,703,988.58
Accrued interest 0.0% 3/31/96 32 -- 343,988.58 2,703,988.58
Accrued interest 0.0% 6/14/96 75 -- 343,988.58 2,703,988.58
Accrued interest 12.0% 8/30/96 16 14,421.27 358,409.85 2,718,409.85
Accrued interest 12.0% 9/25/96 87 78,833.69 437,243.74 2,797,243.74
Less Xxxxx Xxx settlement (24,345.00) 412,896.74 2,772,896.74
Less principal forfeited (98,333.34) 412,896.74 2,674,565.40
Page 4 of 6
28
PATRICOF & CO. - DETAIL FEES CALCULATION
----------------------------------------
Rate Dates Days Amount Total Fees Principal Bal.
---- ----- ---- ------ ---------- --------------
Principal 3/31/95 4,730,000.00
Accrued interest 3.0% 6/30/95 91 35,889.17 35,869.17 4,909,345.84
Accrued interest 3.0% 9/30/95 92 37,638.32 73,507.49 5,096,437.44
Accrued interest 3.0% 12/1/95 62 26,331.59 99,839.08 5,226,576.25
Accrued interest 3.0% 12/31/95 30 12,741.09 112,580.17 5,272,803.54
Accrued interest 3.0% 2/28/96 59 25,924.62 138,504.79 5,366,384.42
Accrued interest 0.0% 3/31/96 32 -- 138,504.79 5,366,384.42
Accrued interest 0.0% 6/17/96 78 -- 138,504.79 5,366,384.42
Accrued interest 3.0% 6/30/96 13 5,813.58 144,318.37 5,387,300.76
Accrued interest 3.0% 9/25/96 87 39,057.93 183,376.30 5,527,723.02
Allocation of Patricof
fees (183,376.30) (0.00) 5,254,346.72
APA EXCELSIOR - DETAIL INTEREST CALCULATION
-------------------------------------------
Rate Dates Days Amount Total Interest Total Due
---- ----- ---- ------ -------------- ----------
Principal 3/31/95 1,803,491.00
Accrued interest 12.0% 6/30/95 91 54,705.89 54,705.89 1,858,196.89
Accrued interest 12.0% 9/30/95 92 56,984.70 111,690.59 1,915,181.59
Accrued interest 12.0% 12/1/95 62 39,580.42 151,271.01 1,954,762.01
Accrued interest 8.0% 12/31/95 30 12,767.88 164,038.89 1,967,529.89
Accrued interest 8.0% 2/28/96 59 25,796.50 189,835.39 1,993,326.39
Accrued interest 0.0% 3/31/96 32 -- 169,835.39 1,993,326.38
Accrued interest 0.0% 6/17/96 78 -- 189,835.39 1,993,328.39
Accrued interest 8.0% 6/30/96 13 5,758.50 195,593.89 1,999,084.89
Accrued interest 8.0% 9/25/96 87 38,648.97 234,242.86 2,037,733.88
Less Xxxxx Xxx settlement (34,315.90) 199,926.96 2,003,417.96
Less principal forfeited (75,145.46) 199,926.96 1,928,272.50
Allocation of Patricof
fees 69,919.13 269,848.09 1,694,735.00
COURTS & CO. - DETAIL INTEREST CALCULATION
------------------------------------------
Rate Dates Days Amount Total Interest Total Due
---- ----- ---- ------ -------------- ---------
Principal 3/31/95 687,506.00
Accrued interest 12.0% 6/30/95 91 20,854.35 20,854.35 708,360.35
Accrued interest 12.0% 9/30/95 92 21,723.05 42,577.40 730,083.40
Accrued interest 12.0% 12/1/95 62 15,088.39 57,665.79 745,171.79
Accrued interest 8.0% 12/31/95 30 4,867.22 62,533.01 750,039.01
Accrued interest 8.0% 2/28/96 59 9,833.84 72,366.85 759,872.85
Accrued interest 0.0% 3/31/96 32 -- 72,366.85 759,872.85
Accrued interest 0.0% 6/17/96 78 -- 72,366.85 759,872.85
Accrued interest 8.0% 6/30/96 13 2,195.19 74,562.04 762,068.04
Accrued interest 8.0% 9/25/96 87 14,733.32 89,295.36 776,801.36
Less Xxxxx Xxx settlement (13,081.51) 76,213.85 763,719.85
Less principal forfeited (28,646.08) 76,213.85 735,073.77
Allocation of Patricof
fees 26,653.76 102,867.61 720,895.01
Page 5 of 6
29
APA FOSTIN -- DETAIL INTEREST CALCULATION
-----------------------------------------
Rate Dates Days Amount Total Interest Total Due
---- ----- ---- ------ -------------- ---------
Principal 3/31/95 2,145,976.00
Accrued interest 12.0% 6/30/95 91 65,094.61 65,094.61 2,211,070.61
Accrued interest 12.0% 9/30/95 92 67,806.17 132,900.78 2,278,876.78
Accrued interest 12.0% 12/1/95 62 47,096.79 179,997.57 2,325,973.57
Accrued interest 8.0% 12/31/95 30 15,192.51 195,190.08 2,341,166.08
Accrued interest 8.0% 2/28/96 59 30,695.29 225,885.37 2,371,861.37
Accrued interest 0.0% 3/31/96 32 -- 225,885.37 2,371,861.37
Accrued interest 0.0% 6/17/96 78 -- 225,885.37 2,371,861.37
Accrued interest 8.0% 6/30/96 13 6,852.04 232,737.41 2,378,713.41
Accrued interest 8.0% 9/25/96 87 45,988.46 278,725.87 2,424,701.87
Less Xxxxx Xxx settlement (40,832.52) 237,893.35 2,383,869.35
Less principal forfeited (89,415.67) 237,893.35 2,294,453.68
Allocation of Patricof fees 83,196.87 321,090.22 2,375,880.48
CIN VENTURE -- DETAIL INTEREST CALCULATION
------------------------------------------
Rate Dates Days Amount Total Interest Total Due
---- ----- ---- ------ -------------- ---------
Principal 3/31/95 93,027.00
Accrued interest 12.0% 6/30/95 91 2,821.82 2,821.82 95,848.82
Accrued interest 12.0% 9/30/95 92 2,939.36 5,761.18 98,788.18
Accrued interest 12.0% 12/1/95 62 2,041.62 7,802.80 100,829.80
Accrued interest 8.0% 12/31/95 30 658.59 8,461.39 101,488.39
Accrued interest 8.0% 2/28/96 59 1,330.63 9,792.02 102,819.02
Accrued interest 0.0% 3/31/96 32 -- 9,792.02 102,819.02
Accrued interest 0.0% 6/17/96 78 -- 9,792.02 102,819.02
Accrued interest 8.0% 6/30/96 13 297.03 10,089.05 103,116.05
Accrued interest 8.0% 9/25/96 87 1,993.58 12,082.63 105,109.63
Less Xxxxx Xxx settlement (1,770.07) 10,312.56 103,339.56
Less principal forfeited (3,876.12) 10,312.56 99,463.44
Allocation of Patricof fees 3,606.54 13,919.10 13,089.98
Page 6 of 6
