REVOLVING PROMISSORY NOTE
$50,000,000.00
Birmingham, Alabama
December 6, 2005
FOR VALUE RECEIVED, the undersigned, 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, CIS FINANCIAL SERVICES, INC., an Alabama
corporation f/k/a
"Cavalier Acceptance Corporation", BRC COMPONENTS, INC., an Alabama
corporation,
THE HOME PLACE, LLC, an Alabama limited liability company, and
RIDGE POINTE
MANUFACTURING, LLC, an Alabama limited liability company (jointly
and severally,
the "Borrower"), promises to pay to the order of FIRST COMMERCIAL
BANK (the
"Bank"), an Alabama banking corporation, at the principal office of
the Bank in
Birmingham, Alabama, or at such other place as the holder of this
note may from
time to time designate in writing, a principal sum not to exceed
Fifty Million
and No/100 Dollars ($50,000,000.00), or so much thereof as may have
been
advanced to Borrower from time to time and not repaid by the
Borrower pursuant
to the terms hereof, together with interest on the unpaid principal
amount of
such advances, as provided in that certain Amended and Restated
Revolving and
Term Loan Agreement between Borrower and Bank dated as of March 31,
2000, as
amended, (the "Loan Agreement"). The principal amount of such
advances shall
bear interest from the date of each such advance or as otherwise
provided in the
Loan Agreement. Capitalized terms used herein but not otherwise
defined herein
shall have the respective meanings ascribed to them in the Loan
Agreement.
Interest provided for herein shall be due and payable monthly
as
provided in the Loan Agreement, and continuing on the same day of
each month
thereafter through and until such time as there remains no unpaid
principal
balance on the amounts advanced to the Borrower hereunder or under
the Loan
Agreement. Principal and interest shall be payable in lawful money
of the United
States of America. Interest on the principal amount shall be
calculated on the
basis of a 360-day year by multiplying the principal amount by the
per annum
rate set forth above, multiplying the product thereof by the actual
number of
days elapsed, and dividing the product so obtained by 360. The term
"Prime Rate"
means the rate of interest designated by the Bank periodically as
its Prime Rate
but is not necessarily the lowest borrowing rate available to the
Bank's
corporate customers. Time is of the essence with respect to the
amounts due
hereunder.
Until the Loan Termination Date, the Borrower may borrow, repay
and
reborrow the principal sum of this Note, all in accordance with the
terms of the
Loan Agreement but only in such amounts and to the extent therein
provided. On
the Loan Termination Date, or such earlier date as may be provided
in the Loan
Agreement, this note shall mature and all principal, interest, and
other fees
and charges due with respect hereto, if not previously paid, shall
be
immediately due and payable.
<PAGE>
Borrower shall have the right at any time to prepay this Note, in
whole
or in part as provided in the Loan Agreement, but only on the terms
and
conditions therein provided. Failure of Borrower to make payments
when and as
due shall result in a Late Charge as provided in the Loan
Agreement.
This note is referred to in and is entitled to the benefits of the
Loan
Agreement and is secured by the security set forth and/or referred
to in said
Loan Agreement and by the guaranty agreements referenced therein.
Funds
disbursed hereunder shall be disbursed in accordance with the Loan
Agreement.
The principal sum evidenced by this Note, together with accrued
but
unpaid interest, shall be due and payable on the Loan Termination
Date Date, but
in any event at the option of Bank upon the occurrence of any Event
of Default
as provided in the Loan Agreement.
The acceptance by the Bank of any payment or payments due
hereunder, or
any part of such payment, after any default shall not constitute a
waiver of
such default by the Bank.
With respect to the amounts due under this note, the Borrower
waives
the following:
1. All rights of exemption of property from levy or sale under
execution or
other process for the collection of debts under the Constitution or
laws of the
United States or any state thereof;
2. Demand, presentment, protest, notice of dishonor, notice of
non-payment, suit
against any party, diligence in collection, and all other
requirements necessary
to charge or hold the undersigned liable on any obligations
hereunder; and
3. Any further receipt for or acknowledgment of any collateral now
or hereafter
deposited as security
