RIGHTS AGREEMENT Dated as of June 22, 2010 By and Between PALM HARBOR HOMES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC As Rights AgentRights Agreement • June 22nd, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Texas
This Rights Agreement, dated as of June 22, 2010 (“Agreement”), is entered into by and between Palm Harbor Homes, Inc., a Florida corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) of the Company outstanding as of the Close of Business (as hereinafter defined) on June 22, 2010 (the “Record Date”), each Right representing the right to purchase one one-thousandth (subject to adjustment) of a share of Preferred Stock (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock that shall become outstanding between the Record Date and the earlier of the Distribution Da
AMENDMENT NUMBER ONE TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 9th, 1998 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into on the 9th day of February, 1998, by and among Palm Harbor Homes, Inc., a Florida corporation ("Purchaser"), Cannon Manufactured Housing...Stock Purchase Agreement • February 13th, 1998 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Texas
PALM HARBOR HOMES, INC. $65,000,000 3.25% Convertible Senior Notes Due 2024* Purchase AgreementPalm Harbor Homes Inc /Fl/ • August 30th, 2004 • Prefabricated wood bldgs & components • New York
Palm Harbor Homes, Inc., a corporation organized under the laws of Florida (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $65,000,000 principal amount of its 3.25% Convertible Senior Notes Due 2024 (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to $10,000,000 additional principal amount of such Notes (the “Option Securities” and, together with the Firm Securities, the “Securities”). The Securities are convertible into shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company at the conversion price set forth herein. The Securities are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and American Stock Transfer & Trust Company, as trustee (the “Trustee”). The Securities will have the benefit of a r
TEXTRON FINANCIAL FIFTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Finished Goods -Shared Credit Facility)Textron Financial • May 5th, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components
This Fifth Amendment to Amended and Restated Agreement for Wholesale Financing (“Amendment”) Is dated April 28, 2009, with an effective date of January 26, 2009, by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Secured Party”); and Palm Harbor Homes, Inc., a Florida corporation, and Palm Harbor Manufacturing, L.P., a Texas limited partnership (jointly and severally. individually and collectively. “Borrowers”).
AMENDMENT NO. 1 TO DEBTOR-IN-POSSESSION REVOLVING CREDIT AGREEMENTCredit Agreement • April 18th, 2011 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Delaware
This AMENDMENT NO. 1 TO DEBTOR-IN-POSSESSION REVOLVING CREDIT AGREEMENT, dated as of April 12, 2011 (this “Amendment”), is executed by and among PALM HARBOR HOMES, INC., a Florida corporation (“PHH”), and each of the other direct or indirect Subsidiaries of PHH executing below as a Borrower on the signature pages hereto each as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (each, a “Borrower,” and, collectively, the “Borrowers”) and FLEETWOOD HOMES, INC., as lender (the “Lender”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Agreement” (defined below).
SECURITY AGREEMENTSecurity Agreement • November 30th, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Delaware
This SECURITY AGREEMENT (this “Agreement”) is made as of November 29, 2010 by and among Palm Harbor Homes, Inc., a Florida corporation (as referred to herein, the “PHH”) and each of the direct and indirect Subsidiaries of PHH set forth on Schedule I-A hereto (PHH or any such Subsidiary individually being a “Grantor” and collectively being the “Grantors”) in favor of Fleetwood Homes, Inc., a Delaware corporation (the “Secured Party”).
AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Finished Goods – Shared Credit Facility) Among PALM HARBOR HOMES, INC., PALM HARBOR MANUFACTURING, L.P., PALM HARBOR HOMES I, L.P., and PALM HARBOR MARKETING, INC., as Borrowers, And TEXTRON...Agreement for Wholesale • November 19th, 2008 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Georgia
THIS AGREEMENT FOR WHOLESALE FINANCING (Finished Goods – Shared Credit Facility) (as amended from time to time, this “Agreement”) is made as of May 25, 2004, by and among PALM HARBOR HOMES, INC., a Florida corporation (“PHHI”), PALM HARBOR MANUFACTURING, L.P., a Texas limited partnership (“PHMLP”), PALM HARBOR HOMES I, L.P., a Texas limited partnership (“PHHLP”), and PALM HARBOR MARKETING, INC., a Nevada corporation (“PHMI”), (PHHI, PHMLP, PHHLP and PHMI are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”); TEXTRON FINANCIAL CORPORATION, a Delaware corporation, as a lender (Textron Financial Corporation in its individual capacity as a Lender is referred to herein as “Textron Financial”), each of the other lenders listed or to be listed on the signature pages hereof pursuant to Section 28 hereof (each individually referred to herein as a “Lender” and, collectively, as the “Lenders”); and TEXTRON FINANCIAL CORPORATION, a Delaware corporation,
EIGHTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Finished Goods - Shared Credit Facility)Agreement for Wholesale • February 1st, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Rhode Island
This Eighth Amendment to Amended and Restated Agreement for Wholesale Financing (“Amendment”) is made as of this 27th day of January, 2010 by and among TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Secured Party”), PALM HARBOR HOMES, INC., a Florida corporation (“PHHI”), PALM HARBOR MANUFACTURING, L.P., a Texas limited partnership (“PHM” and together with PHHI, each a “Borrower” and together the “Borrowers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of January 29, 2010, by and among Virgo-Sierra, LP (“Sierra”), Virgo-Redwood, LP (“Redwood”), Virgo-Willow, LP (“Willow”), Virgo-Magnolia, LP (“Magnolia,” and collectively with Sierra, Redwood and Willow, “Virgo”) and Palm Harbor Homes, Inc., a Florida corporation (the “Company”).
MORTGAGE SALE, CONTRIBUTION AND SERVICING AGREEMENT Dated as of January 29, 2010 Among COUNTRYPLACE MORTGAGE HOLDINGS, LLC, COUNTRYPLACE MORTGAGE, LTD., as Seller and Servicer and VIRGO SERVICE COMPANY LLC as Credit Agreement AgentMortgage Sale, Contribution and Servicing Agreement • February 3rd, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • New York
SALE, CONTRIBUTION AND SERVICING AGREEMENT, dated as of January 29, 2010 (this “Agreement”), among CountryPlace Mortgage, Ltd., a Texas limited partnership (“CPM”), as the seller and the servicer, CountryPlace Mortgage Holdings, LLC, a Delaware limited liability company (“Mortgage SPV”), and VIRGO SERVICE COMPANY LLC, a Delaware limited liability company, as administrative agent and as collateral agent under the Credit Agreement (defined below) (in such capacity, “Credit Agreement Agent”).
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Finished Goods - Shared Credit Facility)Agreement for Wholesale • November 19th, 2008 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components
This Second Amendment to Amended and Restated Agreement for Wholesale Financing (“Amendment”) is made as of this 19th day of January, 2006, by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Secured Party”); and Palm Harbor Homes, Inc., a Florida corporation, Palm Harbor Manufacturing, L.P., a Texas limited partnership, Palm Harbor Homes I L.P., a Texas limited partnership, and Palm Harbor Marketing, Inc., a Nevada corporation (jointly and severally, individually and collectively, “Borrowers”).
GUARANTY AND SECURITY AGREEMENT Dated as of January 29, 2010 among COUNTRYPLACE ACCEPTANCE CORPORATION, as Borrower Grantor, COUNTRYPLACE MORTGAGE, LTD., as Borrower Grantor, COUNTRYPLACE MORTGAGE HOLDINGS, LLC, as Borrower Grantor, PALM HARBOR HOMES,...Guaranty and Security Agreement • February 3rd, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • New York
GUARANTY AND SECURITY AGREEMENT, dated as of January 29, 2010, by and among COUNTRYPLACE ACCEPTANCE CORPORATION, a Nevada corporation (“CPA”), COUNTRYPLACE MORTGAGE, LTD., a Texas limited partnership (“CPM”), COUNTRYPLACE MORTGAGE HOLDINGS, LLC, a Delaware limited liability company (“Mortgage SPV”, together with CPM and CPA, the “Borrowers” and each individually a “Borrower”), PALM HARBOR HOMES, INC., a Florida corporation (“Parent”), COUNTRYPLACE ACCEPTANCE G.P., LLC, a Texas limited liability company (“GP LLC”), COUNTRYPLACE ACCEPTANCE L.P., LLC, a Delaware limited liability company (“LP LLC” and, together with Parent, GP LLC and each of the other entities that becomes a party hereto pursuant to Section 9.6 and the Borrowers, the “Grantors”), in favor of VIRGO SERVICE COMPANY LLC, a Delaware limited liability company (“Virgo”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lender
WITNESSETH:Compensation Agreement • June 15th, 1999 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Texas
PLEDGE AGREEMENTPledge Agreement • January 4th, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Georgia
This PLEDGE AGREEMENT, dated as of December 29, 2009 (together with all amendments, if any, from time to time hereto, this “Agreement”) between PALM HARBOR HOMES, INC., a Florida corporation (the “Pledgor”) and TEXTRON FINANCIAL CORPORATION (“Secured Party”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 1st, 2009 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Texas
THIS PLEDGE AND SECURITY AGREEMENT (“Agreement”) is made as of the 24th day of April, 2009, by PALM HARBOR HOMES, INC., a Florida corporation (hereinafter called “Debtor”, whether one or more), whose place of business, and chief executive office, as applicable (as those terms are used in the Code) is located at 15303 Dallas Parkway, Suite 800, Addison, Texas 75001, in favor of CAPITAL SOUTHWEST VENTURE CORPORATION, a Nevada corporation as Collateral Agent for itself and the other Lenders defined below (“Secured Party”), whose address is 12900 Preston Road, Suite 700, Dallas, Texas 75230. Debtor hereby agrees with Secured Party as follows:
PALM HARBOR HOMES, INC., AS ISSUER, AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE 3.25% Convertible Senior Notes due 2024Indenture • August 30th, 2004 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • New York
INDENTURE, dated as of May 11, 2004, between PALM HARBOR HOMES, INC., a Florida corporation (the “Company”), and American Stock Transfer & Trust Company, as trustee (the “Trustee”).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Finished Goods – Shared Credit Facility)Agreement for Wholesale • November 19th, 2008 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Rhode Island
This First Amendment to Amended and Restated Agreement for Wholesale Financing (“Amendment”) is made as of this 30 day of June 2005 by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Secured ); and Palm Harbor Homes, Inc., a Florida corporation, Palm Harbor Manufacturing, L.P., a Texas limited partnership, Palm Harbor Homes I L.P., a Texas limited partnership, and Palm Harbor Marketing, Inc., a Nevada corporation (jointly and severally, individually and collectively, “Borrowers”).
SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Finished Goods — Shared Credit Facility)Agreement for Wholesale • June 9th, 2009 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components
This Sixth Amendment to Amended and Restated Agreement for Wholesale Financing (“Amendment”) is dated as of June 4, 2009, by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Secured Party”); and Palm Harbor Homes, Inc., a Florida corporation, and Palm Harbor Manufacturing, L.P., a Texas limited partnership (jointly and severally, individually and collectively, “Borrowers”).
FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Finished Goods – Shared Credit Facility)Agreement for Wholesale • November 19th, 2008 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components
This FOURTH Amendment to Amended and Restated Agreement for Wholesale Financing (“Amendment”) is made as of this 30th day of May, 2008, by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Secured Party”); and Palm Harbor Homes, Inc., a Florida corporation, Palm Harbor Manufacturing, L.P., a Texas limited partnership, and Palm Harbor Marketing, Inc., a Nevada corporation (jointly and severally, individually and collectively, “Borrowers”).
CREDIT AGREEMENT Dated as of January 29, 2010 among COUNTRYPLACE ACCEPTANCE CORPORATION, as Borrower, COUNTRYPLACE MORTGAGE, LTD., as Borrower, COUNTRYPLACE MORTGAGE HOLDINGS, LLC, as Borrower, PALM HARBOR HOMES, INC., as one of the Guarantors,...Credit Agreement • February 3rd, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • New York
This Credit Agreement, dated as of January 29, 2010, is entered into among COUNTRYPLACE ACCEPTANCE CORPORATION, a Nevada corporation (“CPA”), COUNTRYPLACE MORTGAGE, LTD., a Texas limited partnership (“CPM”), COUNTRYPLACE MORTGAGE HOLDINGS, LLC, a Delaware limited liability company (“Mortgage SPV”, together with CPM and CPA, the “Borrowers” and each individually a “Borrower”), PALM HARBOR HOMES, INC., a Florida corporation (“Parent”), COUNTRYPLACE ACCEPTANCE G.P., LLC, a Texas limited liability company (“GP LLC”), COUNTRYPLACE ACCEPTANCE L.P., LLC, a Delaware limited liability company (“LP LLC”), the Lenders (as defined below), and VIRGO SERVICE COMPANY, LLC, a Delaware limited liability company (“Virgo”), as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Finished Goods — Shared Credit Facility)Agreement for Wholesale • November 19th, 2008 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components
This THIRD Amendment to Amended and Restated Agreement for Wholesale Financing (“Amendment”) is made as of this 29th day of May, 2007, by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Secured Party”); and Palm Harbor Homes, Inc., a Florida corporation, Palm Harbor Manufacturing, L.P., a Texas limited partnership, Palm Harbor Homes I LP., a Texas limited partnership, and Palm Harbor Marketing, Inc., a Nevada corporation (jointly and severally, individually and collectively, “Borrowers”).
SEVENTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Finished Goods - Shared Credit Facility)Agreement for Wholesale • January 4th, 2010 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Georgia
This Seventh Amendment to Amended and Restated Agreement for Wholesale Financing (“Amendment”) is made as of this 29th day of December, 2009 by and among TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Secured Party”), COUNTRYPLACE ACCEPTANCE CORPORATION, a Nevada corporation (“CountryPlace”), PALM HARBOR HOMES, INC., a Florida corporation (“PHHI”), PALM HARBOR MANUFACTURING, L.P., a Texas limited partnership (“PHM” and together with PHHI, each a “Borrower” and together the “Borrowers”).
SECOND AMENDED AND RESTATED COMPENSATION AGREEMENTCompensation Agreement • June 30th, 2005 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Texas
This Amended and Restated Compensation Agreement (“Agreement”) is made and entered into by and between Palm Harbor Homes, Inc., a Florida corporation (“Palm Harbor”), and Lee Posey (“Employee”), and is dated to be effective as of July 1, 2005.
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 1st, 2009 • Palm Harbor Homes Inc /Fl/ • Prefabricated wood bldgs & components • Texas
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of April 24, 2009, is by and between CAPITAL SOUTHWEST VENTURE CORPORATION (“Collateral Agent”), and THE ESTATE OF LEROY POSEY, DECEASED, AND SALLY POSEY (collectively, together with the Collateral Agent, the “Lenders”).
