FOURTH AMENDMENT TO
AMENDED AND RESTATED REVOLVING
AND TERM LOAN AGREEMENT
THIS FOURTH 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 25th day of October, 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, as further amended by that certain Second Amendment to
Amended and Restated Revolving and Term Loan Agreement dated as of May 4, 2001,
and as further amended by that certain Third Amendment to Amended and Restated
Revolving and Term Loan Agreement entered into during June 2002 (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, and as
further amended by that certain Second Modification to Amended and Restated
Revolving Note entered into during June 2002 (as heretofore amended, the
"Revolving Note"); and
WHEREAS, Borrowers have requested that Lender agree to extend
the Loan Termination Date from November 21, 2003 until April 15, 2005, 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) April 15, 2005 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. Section 7.3(A)(2) of the Agreement is hereby amended and restated in
its entirety to read as follows:
(2) The sum of (A) plus (B) below must be not less than $58,000,000.00
at all times:
(A) Consolidated Tangible Net Worth, plus
(B) (i) in fiscal year 2000, the treasury stock purchased by
Cavalier Homes in year 2000, valued at cost, (ii) in fiscal year
2001, the treasury stock purchased by Cavalier Homes in years 2000
and 2001, valued at cost, (iii) in fiscal year 2002, the treasury
stock purchased by Cavalier Homes in years 2000, 2001 and 2002, valued
at cost, (iv) in fiscal year 2003, the treasury stock purchased by
Cavalier Homes in years 2000, 2001, 2002 and 2003, valued at cost, (v)
in fiscal year 2004, the treasury stock purchased by Cavalier Homes
in years 2000, 2001, 2002, 2003 and 2004, valued at cost, and (vi)
in fiscal year 2005, the treasury stock purchased by Cavalier Homes
in years 2000, 2001, 2002, 2003, 2004 and 2005, valued at cost.
In addition to the requirements specified above, Cavalier Homes'
minimum Consolidated Tangible Net Worth requirement shall be
automatically increased by the net proceeds received by Cavalier
Homes in connection with any issuance or conversion of capital stock.
4. As conditions to the effectiveness of this Amendment, Borrowers shall
(a) have paid to Lender its fully earned and nonrefundable commitment fee of
$61,980.00, (b) have executed and delivered to Lender that certain Third
Modification to Amended and Restated Revolving Note dated of even date herewith
("Third Modification") and (c) have delivered to Lender such documentation as
may be requested by Lender, or its counsel, to satisfy Lender that each of the
Third Modification and 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.
5. Notwithstanding the execution of this Amendment, all of the
indebtedness evidenced by each of the Notes, as amended, 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, as amended, 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, as amended, 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, as amended, 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,
as amended; (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, as amended, 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, as
amended, or any agreement securing any or all of the Notes, as amended; 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, as amended, 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.
6. 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.
7. 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.
8. This Amendment shall inure to and be binding upon and enforceable by
Borrowers and Lender and their respective successors and assigns.
9. 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.
[The remainder of this page is intentionally left blank.]
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: /s/ Xxxxxxx X. Xxxxxx [L.S.]
----------------------------------------
Xxxxxxx X. Xxxxxx
Its: Vice President
-------------------------
QUALITY HOUSING SUPPLY, LLC
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
----------------------------------------
Xxxxxxx X. Xxxxxx
Its: Secretary
------------------------------
CAVALIER MANUFACTURING, INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
----------------------------------------
Xxxxxxx X. Xxxxxx
Its: Secretary
-------------------------------
CAVALIER INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
---------------------------------------
Xxxxxxx X. Xxxxxx
Its: President
------------------------------
DELTA HOMES, INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
---------------------------------------
Xxxxxxx X. Xxxxxx
Its: Secretary
-----------------------------
CAVALIER ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
---------------------------------------
Xxxxxxx X. Xxxxxx
Its: Vice President
-----------------------
CAVALIER ASSOCIATED RETAILERS, INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
---------------------------------------
Xxxxxxx X. Xxxxxx
Its: Vice President
-----------------------
QUALITY CERTIFIED INSURANCE
SERVICES, INC.
By: /s/ June X. Xxxxxx [L.S.]
---------------------------------------
June X. Xxxxxx
Its: Secretary
----------------------------
CAVALIER ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
---------------------------------------
Xxxxxxx X. Xxxxxx
Its: President
----------------------------
CAVALIER MANUFACTURING ASSET
CO., INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
-------------------------------------
Xxxxxxx X. Xxxxxx
Its: Vice President
---------------------
CAVALIER INDUSTRIES ASSET CO., INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
------------------------------------
Xxxxxxx X. Xxxxxx
Its: Vice President
--------------------
CAVALIER ENTERPRISES ASSET CO., INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
------------------------------------
Xxxxxxx X. Xxxxxx
Its: Vice President
--------------------
CAVALIER REAL ESTATE CO., INC.
By: /s/ Xxxxxxx X. Xxxxxx [L.S.]
------------------------------------
Xxxxxxx X. Xxxxxx
Its: President
-------------------------
CIS FINANCIAL SERVICES, INC.
By: /s/ June X. Xxxxxx [L.S.]
------------------------------------
June X. Xxxxxx
Its: Secretary
-------------------------
LENDER:
FIRST COMMERCIAL BANK
By: /s/ Xxx Xxxxxxxx [L.S.]
----------------------------------------
Xxx Xxxxxxxx
Its: Vice President
--------------------------
