FOURTH MODIFICATION TO AMENDED AND RESTATED
REVOLVING NOTE
THIS FOURTH MODIFICATION TO AMENDED AND RESTATED REVOLVING NOTE (this
"Modification"), made and effective as of the 6th day of August, 2003, is by and
among CAVALIER HOMES, INC., a Delaware corporation, CAVALIER PROPERTIES, INC., a
Delaware corporation, CAVALIER HOME BUILDERS, LLC, a Delaware limited liability
company, CAVALIER REAL ESTATE CO., INC., a Delaware corporation, QUALITY HOUSING
SUPPLY, LLC, a Delaware limited liability company, QUALITY CERTIFIED INSURANCE
SERVICES, INC., an Alabama corporation, CIS FINANCIAL SERVICES, INC., an Alabama
corporation f/k/a "Cavalier Acceptance Corporation", BRC COMPONENTS, INC., a
Delaware corporation, and THE HOME PLACE, LLC, an Alabama limited liability
company, and RIDGE POINTE MANUFACTURING, LLC, an Alabama limited liability
company (individually, a "Borrower" and collectively, the "Borrowers"), and
FIRST COMMERCIAL BANK, an Alabama state banking corporation (the "Lender").
RECITALS:
A. The Lender and the Borrowers, either by original execution or
subsequent assumption (including any Assumption Agreement executed
contemporaneously herewith), are parties to 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, as further amended by that certain Third Amendment to Amended
and Restated Revolving and Term Loan Agreement entered into during June 2002, as
further amended by that certain Fourth Amendment to Amended and Restated
Revolving and Term Loan Agreement dated as of October 25, 2002, and as further
amended by Fifth Amendment to Amended and Restated Revolving and Term Loan
Agreement of even date herewith (the "Fifth Amendment;" and together with all
prior amendments, the "Agreement"). 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.
B. Pursuant to the terms of the Fifth Amendment, the Revolving Loan
Commitment has been reduced to a maximum principal amount not exceeding
$25,000,000, and Lender and the Borrowers now desire to modify the Revolving
Note accordingly.
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. The Revolving Note is hereby modified and amended to reduce the
stated principal amount thereof to the sum of $25,000,000.00. Accordingly, the
words and figures "Thirty-Five Million and No/100 United States Dollars" and
"$35,000,000.00" are hereby deleted from the Revolving Note wherever the same
may appear, and the words and figures "Twenty-Five Million and No/100 United
States Dollars" and "$25,000,000.00" are hereby inserted in lieu thereof.
2. Nothing contained in this Modification is intended to, and it shall
not, constitute a novation or extinguishment of the Revolving Note, the
Agreement or any other Loan Document, or an of the Indebtedness evidenced
thereby.
3. Except as expressly modified hereby, all other terms, conditions and
covenants set forth in the Revolving Note, the Agreement and all other Loan
Documents shall remain in full force and effect and shall not be in any way
modified hereby, and the same are hereby ratified and affirmed by the Borrowers
in all respects.
[No further text this page; Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
properly executed and delivered as of the day and year first above written.
BORROWERS:
CAVALIER HOMES, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CAVALIER PROPERTIES, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
CAVALIER HOME BUILDERS, LLC, a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
CAVALIER REAL ESTATE CO., INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
QUALITY HOUSING SUPPLY, LLC, a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
QUALITY CERTIFIED INSURANCE SERVICES, INC.,
an Alabama corporation
By: /s/ June ▇. ▇▇▇▇▇▇
Print Name: June ▇. ▇▇▇▇▇▇
Title: Secretary
CIS FINANCIAL SERVICES, INC., an Alabama
corporation
By: /s/ June ▇. ▇▇▇▇▇▇
Print Name: June ▇. ▇▇▇▇▇▇
Title: Secretary
BRC COMPONENTS, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
THE HOME PLACE, LLC, an Alabama limited liability company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
RIDGE POINTE MANUFACTURING, LLC, an Alabama
limited liability company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager
LENDER:
FIRST COMMERCIAL BANK, an Alabama banking corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President