THIRD AMENDMENT TO
AMENDED AND RESTATED REVOLVING
AND TERM LOAN AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING AND
TERM LOAN AGREEMENT (this "Amendment"), made by and among Cavalier Homes, Inc.,
a Delaware corporation ("Cavalier Homes"), Quality Housing Supply, LLC, a
Delaware limited liability company, Cavalier Manufacturing, Inc., a
Delaware corporation, Cavalier Industries, Inc., a Delaware corporation,
Delta Homes, Inc., a Mississippi corporation, Cavalier Enterprises, Inc.,
a Delaware corporation, Cavalier Associated Retailers, Inc., a Delaware
corporation, Quality Certified Insurance Services, Inc., an Alabama corporation,
Cavalier Asset Management, Inc., a Delaware corporation, Cavalier Manufacturing
Asset Co., Inc., a Delaware corporation, Cavalier Industries Asset Co., Inc.,
a Delaware corporation, Cavalier Enterprises Asset Co., Inc., a Delaware
corporation, Cavalier Real Estate Co., Inc., a Delaware corporation, and CIS
Financial Services, Inc., an Alabama corporation (formerly Cavalier Acceptance
Corporation) ("CIS Financial") (collectively, the "Initial Participating
Subsidiaries"; Cavalier Homes and the Initial Participating Subsidiaries,
together with all entities who hereafter become Participating Subsidiaries
or Participating Partnerships, being hereinafter sometimes collectively
referred to as the "Borrowers"), and First Commercial Bank, an Alabama state
banking corporation ("Lender"), is dated as of the _____ day of June, 2002.
R E C I T A L S :
---------------
WHEREAS, Cavalier Homes, the Initial Participating
Subsidiaries and Lender entered into that certain Amended and Restated Revolving
and Term Loan Agreement dated as of March 31, 2000, as amended by that certain
First Amendment to Amended and Restated Revolving and Term Loan Agreement dated
as of September 29, 2000, and as further amended by that certain Second
Amendment to Amended and Restated Revolving and Term Loan Agreement dated as of
May 4, 2001 (as heretofore amended, the "Agreement"), pursuant to which Lender
made available, subject to the terms and conditions thereof, to such Borrowers,
a revolving loan in the maximum principal amount of up to $35,000,000 (the
"Revolving Loan"), and to CIS Financial, a term loan facility of up to
$35,000,000 (the "Term Loans"); provided, however, that the collective
outstanding balances of the Revolving Loan and all of the Term Loans may not
exceed $35,000,000;
WHEREAS, the Agreement amended and restated in its entirety
that certain Revolving, Warehouse and Term Loan Agreement dated as of February
17, 1994, as amended by that certain First Amendment to Revolving, Warehouse and
Term Loan Agreement dated as of March 14, 1996, as further amended by that
certain Second Amendment to Revolving, Warehouse and Term Loan Agreement dated
as of June 1, 1998, by and among Cavalier Homes and certain of the Initial
Participating Subsidiaries;
WHEREAS, the Revolving Loan is currently evidenced by that
certain Amended and Restated Revolving Note in the original principal amount of
$35,000,000 dated as of March 31, 2000, as amended by that certain Modification
to Amended and Restated Revolving Note dated as of September 29, 2000 (as
heretofore amended, the "Revolving Note"); and
WHEREAS, Borrowers have requested that Lender agree to extend
the Loan Termination Date from April 15, 2003 until November 21, 2003, and
Lender is willing to do so, but only on the express condition, among others,
that Borrowers enter into this Amendment, pursuant to which the Agreement shall
be amended and modified.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree, each with the other, as follows:
1. Unless otherwise defined herein or unless the context shall
expressly indicate otherwise, all capitalized terms which are used herein shall
have their respective meanings given to them in the Agreement.
2. Schedule I of the Agreement is hereby amended to amend and
restate the definition of "Loan Termination Date" in its entirety as follows:
"Loan Termination Date" means, (i) with respect to the
Revolving Loan, the earlier of (A) November 21, 2003 or (B)
the date to which the maturity of the Revolving Note may be
accelerated pursuant to Section 9.2 of the Agreement; and (ii)
with respect to any Term Loan, the earlier of (A) the maturity
date of the applicable Term Note or (B) the date to which the
maturity of the applicable Term Note may be accelerated
pursuant to Section 9.2 of the Agreement."
3. As conditions to the effectiveness of this Amendment,
Borrowers shall have delivered to Lender such documentation as may be requested
by Lender, or its counsel, to satisfy Lender that this Amendment has been duly
authorized, executed and delivered on behalf of each Borrower, constitutes the
valid and binding obligations of each Borrower, and is entitled to the security
of the Agreement and the Security Documents.
4. Notwithstanding the execution of this Amendment, all of the
indebtedness evidenced by each of the Notes shall remain in full force and
effect, and any Collateral described in any agreement providing security for any
Obligation of the Borrowers or any of them so defined to include the Notes, or
any of them, shall remain subject to the liens, pledges, security interests and
assignments of any such agreements as security for the indebtedness evidenced by
each of the Notes, the Obligations, and all other indebtedness described
therein; nothing contained in this Amendment shall be construed to constitute a
novation of any of the indebtedness evidenced by the Notes or to release,
satisfy, discharge or otherwise affect or impair in any manner whatsoever (a)
the validity or enforceability of any of the indebtedness evidenced by the
Notes; (b) the liens, pledges, security interests, assignments and conveyances
effected by the Agreement, the Security Documents and any other agreement
securing any of the Notes, or the priority thereof; (c) the liability of any
maker, endorser, surety, guarantor or other Person that may now or hereafter be
liable under or on account of any of the Notes or any agreement securing any or
all of the Notes; or (d) any other security or instrument now or hereafter held
by Lender as security for or as evidence of any of the above-described
indebtedness. Without in any way limiting the foregoing, (i) each Borrower
acknowledges and agrees that the indebtedness evidenced by each of the Notes is
and shall remain secured by the Collateral described in the Agreement and in the
Security Documents and (ii) Cavalier Homes specifically, in its capacity as
guarantor under those certain Continuing Guaranty Agreements dated February 17,
1994, March 14, 1996, June 1, 1998 and March 31, 2000, by Cavalier Homes in
favor of Lender (the "Guaranty Agreements"), acknowledges and agrees that the
"Liabilities" (as defined in the Guaranty Agreements) of CIS Financial which are
unconditionally guaranteed by Cavalier Homes shall in no way be modified,
altered or impaired by this Amendment.
5. Borrowers, jointly and severally, hereby represent and
warrant to Lender that (a) the officers of each Borrower executing this
Amendment have been duly authorized to do so and such amendment and the
Agreement are valid and binding upon each Borrower which is a party thereto in
every respect, enforceable in accordance with their terms, (b) each and every
representation and warranty set forth in Article VI of the Agreement is true and
correct as of the date hereof, and (c) no Event of Default, nor any event that,
upon notice or lapse of time or both, would constitute an Event of Default, has
occurred and is continuing.
6. Unless otherwise expressly modified or amended hereby, all
terms and conditions of the Agreement as heretofore amended shall remain in full
force and effect, and the same, as amended hereby, are hereby ratified and
confirmed in all respects.
7. This Amendment shall inure to and be binding upon and
enforceable by Borrowers and Lender and their respective successors and
assigns.
8. This Amendment may be executed in one or more counterparts,
each of which when executed and delivered shall constitute an original. All such
counterparts shall together be deemed to be one and the same instrument. The
parties agree that any facsimile signature of any party on any counterpart
original of this Amendment shall be deemed to be an original signature of such
party for all purposes and shall fully bind the party whose facsimile signature
appears on the counterpart original.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment, by and through their respective duly authorized officers, as of the
day and year first above written.
BORROWERS:
CAVALIER HOMES, INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: Vice President
-------------------------------------------------
QUALITY HOUSING SUPPLY, LLC
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: Secretary
-------------------------------------------------
CAVALIER MANUFACTURING, INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: Secretary
-------------------------------------------------
CAVALIER INDUSTRIES, INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: President
------------------------------------------------
DELTA HOMES, INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: Secretary
-------------------------------------------------
CAVALIER ENTERPRISES, INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: Vice President
------------------------------------------------
CAVALIER ASSOCIATED RETAILERS, INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: Vice President
------------------------------------------------
[Signatures continued on next page]
QUALITY CERTIFIED INSURANCE
SERVICES, INC.
By: Xxxx Xxxxxx [L.S.]
-------------------------------------------------
/s/ Xxxx Xxxxxx
Its: Secretary
------------------------------------------------
CAVALIER ASSET MANAGEMENT, INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: President
------------------------------------------------
CAVALIER MANUFACTURING ASSET
CO., INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: Vice President
------------------------------------------------
CAVALIER INDUSTRIES ASSET CO., INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: Vice President
------------------------------------------------
CAVALIER ENTERPRISES ASSET CO., INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: Vice President
------------------------------------------------
CAVALIER REAL ESTATE CO., INC.
By: Xxxxxxx X. Xxxxxx [L.S.]
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxx
Its: President
------------------------------------------------
CIS FINANCIAL SERVICES, INC.
By: Xxxx Xxxxxx [L.S.]
-------------------------------------------------
/s/ Xxxx Xxxxxx
Its: Secretary
------------------------------------------------
[Signatures continued on next page]
LENDER:
FIRST COMMERCIAL BANK
By: Xxx Xxxxxxxx [L.S.]
--------------------------------------------------
/s/ Xxx Xxxxxxxx
Its Vice President
-------------------------------------------------
