0001193125-09-096407 Sample Contracts

PLEDGE AND SECURITY AGREEMENT
Pledge 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:

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INTERCREDITOR AGREEMENT
Intercreditor 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”).

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