Release of Guarantor
and
Amendment to Guaranty Agreements
THIS RELEASE AND AMENDMENT is entered into as of December 31, 1999 by
and among First Commercial Bank (the "Bank") and Patriot Homes, Inc., Cavalier
Homes, Inc. Southern Energy Homes, Inc. (the "Corporate Guarantors") and ▇▇▇ ▇▇▇
▇▇▇▇▇▇ (together with the Corporate Guarantors, the "Guarantors"), and in favor
of ▇▇▇▇▇▇ Operating Company ("▇▇▇▇▇▇ Operating"), ▇▇▇▇▇▇ Homes Corporation
("▇▇▇▇▇▇ Homes", and together with ▇▇▇▇▇▇ Operating "▇▇▇▇▇▇"), and Oakwood Homes
Corporation ("Oakwood").
Recitals
A. The Guarantors are limited partners in the Texas limited
partnerships known as Lamraft, L.P. ("Lamraft") and WoodPerfect of Texas,
L.P. ("WoodPerfect"). The Corporate Guarantors are limited partners in the
Texas limited partnership known as Hillsboro Manufacturing, L.P. ("Hillsboro").
B. Each Guarantor executed and delivered to the Bank:
(1) a Limited Credit Guaranty Agreement dated July 15, 1997, as amended
by Amendment to Limited Credit Guaranty Agreement dated March 24, 1999, (the
"1997 Lamraft Guaranties") pursuant to which such Guarantor guaranteed, subject
to the Maximum Guaranteed Percentage (as defined therein), Lamraft's obligations
under the Credit Agreement (Letter of Credit) between Lamraft and the Bank dated
July 15, 1997 (the "1997 Lamraft Credit Agreement");
(2) a Limited Credit Guaranty Agreement dated September 1, 1999 (the "
1999 Lamraft Guaranties"), pursuant to which such Guarantor guaranteed, subject
to the Maximum Guaranteed Percentage (as defined therein), Lamraft's obligations
under the Credit Agreement dated September 1, 1999 between Lamraft and the Bank
(the "1999 Lamraft Credit Agreement"); and
(3) a Limited Credit Guaranty Agreement dated July 15, 1997, as amended
by Amendment to Limited Credit Guaranty Agreement dated March 24, 1997, (the
"WoodPerfect Guaranties") pursuant to which such Guarantor guaranteed, subject
to the Maximum Guaranteed Percentage (as defined therein), WoodPerfect's
obligations under the Credit and Security Agreement between WoodPerfect and the
Bank dated July 15, 1997, as amended by the Amendment to Credit and Security
Agreement dated March 24, 1999 (the "WoodPerfect Credit Agreement").
C. Each Corporate Guarantor executed and delivered to the Bank a
Limited Credit Guaranty Agreement dated July 15, 1997, as amended by Amendment
to Limited Credit Guaranty Agreement dated March 24, 1999, (the "Hillsboro
Guaranties") pursuant to which such Corporate Guarantor guaranteed, subject to
the Maximum Guaranteed Percentage (as defined therein), Hillsboro's obligations
under the Credit and Security Agreement between Hillsboro and the Bank dated
July 15, 1997, as amended by the Amendment to Credit and Security Agreement
dated March 24, 1999 (the "Hillsboro Credit Agreement").
▇. ▇▇▇▇▇▇ Operating is also a limited partner in Lamraft, Hillsboro and
WoodPerfect, and ▇▇▇▇▇▇ Operating Company and its owner, ▇▇▇▇▇▇ Homes each
entered into three Limited Credit Guaranty Agreements dated July 15, 1997 (the
"▇▇▇▇▇▇ Guaranties") guaranteeing, subject to the Maximum Guaranteed Percentage
(as defined therein), the obligations guaranteed by the 1997 Lamraft Guaranties,
the WoodPerfect Guaranties and the Hillsboro Guaranties.
E Oakwood Homes Corporation purchased all of the stock of ▇▇▇▇▇▇
Homes and ▇▇▇▇▇▇ Operating and executed and delivered to the Bank the
following guaranty agreements (the "Oakwood Guaranties"):
1. Limited Credit Guaranty Agreement dated March 24, 1999 guaranteeing
the obligations of Lamraft under the 1997 Lamraft Credit Agreement;
2. Limited Credit Guaranty Agreement dated March 24, 1999 guaranteeing
the obligations of WoodPerfect under the WoodPerfect Credit
Agreement;
3. Limited Credit Guaranty Agreement dated March 24, 1999 guaranteeing
the obligations of Hillsboro under the Hillsboro Credit Agreement;
and
4. Limited Credit Guaranty Agreement dated September 1, 1999
guaranteeing the obligations of Lamraft under the Credit Agreement
dated September 1, 1999 between Lamraft and the Bank.
F. The Guarantors have agreed to purchase ▇▇▇▇▇▇ Operating's interest
in Lamraft and WoodPerfect and the Corporate Guarantors have agreed to purchase
▇▇▇▇▇▇ Operating's interest in Hillsboro in consideration of (i) the Guarantors'
assuming Oakwood's and ▇▇▇▇▇▇'▇ obligations under the Oakwood Guaranties
described in Recital E.1., E.2., and E.4., and under the ▇▇▇▇▇▇ Guaranties that
relate to Lamraft and WoodPerfect, and (ii) the Corporate Guarantors' assuming
Oakwood's and ▇▇▇▇▇▇'▇ obligations under the Oakwood Guaranty described in
Recital E.3 and the ▇▇▇▇▇▇ Guaranty that relates to Hillsboro.
G. To facilitate the purchase of ▇▇▇▇▇▇ Operating's limited partnership
interest in Lamraft, WoodPerfect and Hillsboro and the assumption of Oakwood's
and ▇▇▇▇▇▇'▇ obligations under the Oakwood Guaranties and the ▇▇▇▇▇▇ Guaranties,
the Guarantors have requested the Bank to release Oakwood, ▇▇▇▇▇▇ Operating and
▇▇▇▇▇▇ Homes from all of their obligations and liabilities under and pursuant to
the Oakwood Guaranties and the ▇▇▇▇▇▇ Guaranties, respectively, under the terms
and conditions of this Release and Amendment.
Agreement
NOW, THEREFORE, in consideration of the Recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows.
1. Release of Oakwood and ▇▇▇▇▇▇. The Bank hereby releases and
discharges Oakwood from all of its obligations and liability under and pursuant
to the Oakwood Guaranties. The Bank hereby releases and discharges ▇▇▇▇▇▇
Operating and ▇▇▇▇▇▇ Homes from all of their obligations and liability under and
pursuant to the ▇▇▇▇▇▇ Guaranties.
2. Guarantors' Consent. Each Guarantor hereby consents to the
release by the Bank of Oakwood from its obligations under the Oakwood Guaranties
and ▇▇▇▇▇▇ Operating and ▇▇▇▇▇▇ Homes from their obligations under the ▇▇▇▇▇▇
Guaranties.
3. Amendment of Guaranty Agreements.
(a) Each of the 1997 Lamraft Guaranties, the 1999 Lamraft Guaranties
and the WoodPerfect Guaranties is hereby amended to change the definition of
Maximum Guaranteed Percentage therein to read as follows:
"Maximum Guaranteed Percentage" shall mean thirty percent (30%).
(b) Each of the Hillsboro Guaranties is hereby amended to change the
definition of Maximum Guaranteed Percentage therein to read as follows:
"Maximum Guaranteed Percentage" shall mean forty percent (40%).
4. No Events of Default; No Claims; Continuing Effect of Guaranty
Agreements. Each Guarantor hereby represents and warrants that (i) 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 any guaranty
agreement referred to herein to which it or he is a party and (ii) that to the
best of its or his knowledge no defaults or Events of Default have occurred
under any credit agreement referred to herein. Each Guarantor represents and
warrants that it has no claims against the Bank and no defenses, counterclaims,
or setoffs to or against its or his obligations under any guaranty agreement
referred to herein to which it or he is a party and agrees that to the extent
that such claims, defenses, counterclaims or setoffs exist, the same are hereby
released and relinquished. Except as expressly amended hereby, each of the 1997
Lamraft Guaranties, the 1999 Lamraft Guaranties, the WoodPerfect Guaranties and
the Hillsboro Guaranties remains in full force and effect in accordance with its
terms.
5. Governing Law. This Release and Amendment shall be construed in
accordance with and governed by the laws of the State of Alabama.
6. Modification; etc. No modification, amendment or waiver of any
provision of this Release and Amendment and no consent to any departure by the
Bank therefrom, shall be effective unless the same shall be in writing and
signed by the Bank, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given.
7. Counterparts. This Release and Amendment may be executed in
two or more counterparts, each of which shall constitute an original,
but when taken together all such counterparts shall constitute but one
agreement, and any party may execute this Release and Amendment by executing any
one or more of such counterparts.
8. Successors and Assigns, etc. Whenever in this Release and Amendment
any party is referred to, such reference shall be deemed to include the
successors and assigns of such party. All consents, covenants, promises and
agreements made herein shall bind the heirs, personal representatives,
successors and assigns of the promissor and shall inure to the benefit of the
promissee's successors and assigns.
9. Entire Agreement. This Release and Amendment constitutes the
entire agreement and understanding between the Bank and the Guarantors with
respect to the subject matter hereof and supersedes all prior agreements and
understandings between the Bank and the Guarantors relating to the subject
matter thereof.
[Signatures Appear on Signature Pages which follow]
IN WITNESS WHEREOF, the Bank has caused this Release and Amendment to
be executed as of the day and year first written above.
FIRST COMMERCIAL BANK
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
STATE OF ALABAMA )
JEFFERSON COUNTY )
The undersigned , a Notary Public in and for said County in said State,
hereby certify that ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ , whose name as Vice President of First
Commercial Bank, a corporation, is signed to the foregoing instrument and who is
known to me, acknowledged before me on this day that, being informed of the
contents of said instrument, he/she, as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.
Given under my hand and official seal this the 7th day of March , 1999.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Notary Public
AFFIX SEAL
My commission expires: 9-20-2001
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IN WITNESS WHEREOF, the undersigned Guarantor has caused this Release
and Amendment to be executed as of the day and year first written above.
PATRIOT HOMES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. LIKE
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. Like
Title: Executive Vice President
STATE OF INDIANA )
ELKHART COUNTY )
The undersigned , a Notary Public in and for said County in said State,
hereby certify that ▇▇▇▇▇▇ ▇. Like, whose name as Executive Vice President of
Patriot Homes, Inc., a corporation, is signed to the foregoing instrument and
who is known to me, acknowledged before me on this day that, being informed of
the contents of said instrument, he/she, as such officer and with full
authority, executed the same voluntarily for and as the act of said corporation.
Given under my hand and official seal this the 21st day of December,
1999.
/S/ ▇▇▇▇▇▇▇ DEAL
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Notary Public
AFFIX SEAL
My commission expires: 3/5/01
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IN WITNESS WHEREOF, the undersigned Guarantor has caused this Release
and Amendment to be executed as of the day and year first written above.
CAVALIER HOMES, INC.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
STATE OF ALABAMA )
WINSTON COUNTY )
The undersigned , a Notary Public in and for said County in said State,
hereby certify that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, whose name as President of Cavalier Homes,
Inc., a corporation, is signed to the foregoing instrument and who is known to
me, acknowledged before me on this day that, being informed of the contents of
said instrument, he/she, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation.
Given under my hand and official seal this the 17th day of December,
1999.
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Notary Public
AFFIX SEAL
My commission expires: 7/13/03
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IN WITNESS WHEREOF, the undersigned Guarantor has caused this Release
and Amendment to be executed as of the day and year first written above.
SOUTHERN ENERGY HOMES, INC.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
STATE OF ALABAMA )
WINSTON COUNTY )
The undersigned , a Notary Public in and for said County in said State,
hereby certify that ▇▇▇▇▇ ▇▇▇▇▇, whose name as Executive Vice President of
Southern Energy Homes, Inc., a corporation, is signed to the foregoing
instrument and who is known to me, acknowledged before me on this day that,
being informed of the contents of said instrument, he/she, as such officer and
with full authority, executed the same voluntarily for and as the act of said
corporation.
Given under my hand and official seal this the 29th day of December,
1999.
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Notary Public
AFFIX SEAL
My commission expires: December 11, 2001
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IN WITNESS WHEREOF, the undersigned Guarantor has executed this Release
and Amendment as of the day and year first written above.
/S/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇ ▇▇▇▇▇▇
STATE OF ALABAMA )
MOBILE COUNTY )
I, the undersigned authority, a Notary Public in and for said county in
said state, hereby certify that ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, whose name is signed to the
foregoing instrument, and who is known to me, acknowledged before me on this day
that, being informed of the contents of said instrument, he executed the same
voluntarily on the day the same bears date.
Given under my hand and official seal this 20th day of December, 1999.
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Notary Public
AFFIX SEAL
My commission expires: 9-14-03
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