AMENDMENT TO LIMITED CREDIT GUARANTY AGREEMENT
THIS AGREEMENT is executed as of March 24, 1999, by CAVALIER HOMES,
INC., a Delaware corporation (the "Guarantor"), and FIRST COMMERCIAL BANK, a
state banking corporation (the "Bank").
Recital
Pursuant to that certain Credit Agreement (Letter of Credit)
(the "Credit Agreement") dated July 15, 1997 from Lamraft, L.P. (the "Borrower")
to the Bank, the Bank issued its Irrevocable Letter of Credit (the "Letter of
Credit") No. 921 dated July 22, 1997 to secure $3,000,000 Adjustable Rate
Industrial Development Revenue Bonds, Series 1997 (Lamraft, L.P. Project) (the
"Bonds") issued by the Hillsboro Industrial Development Corporation to finance
an industrial manufacturing project (the "Project") for use by the Borrower. The
Guarantor executed and delivered to the Credit Obligor that certain Limited
Credit Guaranty Agreement (the "Limited Credit Guaranty Agreement") dated July
15, 1997 guaranteeing a portion of the Borrower's obligations under the Credit
Agreement, as well as all other indebtedness of the Borrower to the Credit
Obligor. The Borrower has requested the Credit Obligor to amend the Limited
Credit Guaranty Agreement to delete the provision thereof that guarantees such
other indebtedness, so that pursuant to the Limited Credit Guaranty Agreement,
and after the amendment, the Guarantor will guarantee only a portion of the
Credit Agreement obligations and certain other obligations related thereto
specifically enumerated in the Limited Credit Guaranty Agreement. The Bank has
agreed to do so pursuant to the terms of this Agreement.
Agreement
NOW THEREFORE, in consideration of the foregoing Recitals and of other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Bank and the Guarantor hereby agree as follows:
1. Amendment to Limited Credit Guaranty Agreement. The Limited
Credit Guaranty Agreement is hereby amended as follows:
(a) to amend the definition of Credit
Guaranty to read as follows: "`Credit Guaranty' shall
mean collectively the Limited Guaranty Agreements
dated as of July 15, 1997 by the Guarantors other
than the Oakwood Homes Corporation, as amended by
Amendment to Limited Guaranty Agreements dated as of
March 24, 1999 and the Limited Credit Guaranty
Agreement dated as of March 24, 1999 by Oakwood Homes
Corporation in favor of the Credit Obligor."
(b) to amend the definition of Guarantors to
read as follows: "Guarantors" means collectively the
following and the respective heirs, executors,
administrators and assigns thereof:
(i) Xxx Xxx Xxxxxx;
(ii) Cavalier Homes, Inc.;
(iii) Patriot Homes, Inc.;
(iv) Oakwood Homes, Inc.; and
(v) Southern Energy Homes, Inc.
(c) to delete therefrom subdivision (8)
of subsection 2.01(a).
2. No Events of Default; No Claims; Continuing Effect of Limited Credit
Guaranty Agreement. The Borrower hereby represents and warrants that no Events
of Default, and no events that with the passage of time or the giving of notice
or both would constitute an Event of Default, have occurred under the Limited
Credit Guaranty Agreement. The Guarantor represents and warrants that it has no
claims against the Credit Obligor and no defenses, counterclaims, or setoffs to
or against its or his obligations under the Limited Credit Guaranty Agreement.
To the extent that such claims, defenses, counterclaims or setoffs exist, the
same are hereby released and relinquished. Except as expressly amended hereby,
the Limited Credit Guaranty Agreement remains and shall remain in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, the Credit Obligor and the Guarantor have caused
this Agreement to be executed by its duly authorized officer as of the day and
year first written above.
FIRST COMMERCIAL BANK
By /s/ Xxxx X. Xxxxxxxxxx
______________________________________
Name: Xxxx X. Xxxxxxxxxx
____________________________________
Title: Vice President
___________________________________
CAVALIER HOMES, INC.
By /s/ Xxxxxxx X. Xxxxxx
______________________________________
Name: Xxxxxxx X. Xxxxxx
____________________________________
Title: Vice President
___________________________________
