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52
EXHIBIT #41 ELECTRONICALLY FILED 2/27/2015 12:34 PM 43-CC-2014-000565.00 CIRCUIT COURT OF LEE COUNTY, ALABAMA MARY B. ROBERSON, CLERK

description

State response to Hubbard

Transcript of No, this is exhibit 41-51

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EXHIBIT #41

ELECTRONICALLY FILED2/27/2015 12:34 PM

43-CC-2014-000565.00CIRCUIT COURT OF

LEE COUNTY, ALABAMAMARY B. ROBERSON, CLERK

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AGdoc0119901

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EXHIBIT #42

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EXHIBIT #42A

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lxh. REGroNroAmendment / Exception Form

A/E Form Date:;l)ll1-l2}lz Total Credit Exposure:$2,189,464.05Region: South Region Total Commitment Amount: $2,L89,464.05

Area: Central AL Area Outstanding Amount: $2,t26,464.OsDepartment: Problem Asset Manage Original Maturity Dalett0/31/2012

LOB: PAM Commercial Number of Extensions Since Maturity:0RM:DOWNEY III, NORMAN R Last Extension Maturity Date:

Cu rrent Matu rity Date: L0 /3tl 20t2Risk Rating:7s New Note Needed?: 6 Yes C No

Included Oblioors/Oblioations

Obligor Name ObligorNumber

ObligationNumber

6ross AnnualRevenue NAICS Code SIC Code

Craftmaster Printers,Inc

4340068254 t778729 $4,129,00C 323110 - CommercialLithographic Printing

2752 - Commercial Printing,Lithographic

Documentation Exception

Waived Exception: C Yes 6' No

Exception Extension:Current # of Days:

Days Extended:Extension Expiration Date:

Does the approval cover a renewal or restructure? 6 Yes C No

Is the TDR Checklist attached? (e Yes C No

Was the renewal or restructure determined to be a Troubled Debt Restructure (TDR)? (e. Yes C No

Obligor Risk Rating (Attach internal risk rating model): 75If Obligor Rating has changed, what was previous rating?

Triggers Up:We would consider the upgrade of this borrower to a 70 accrual status risk rating with the successful equity injection before year-end 2012,and resulting DSC of 1.10x over a six-month sustained period. This upgrade would be supported by the PAM Risk rating model.Triggers Down:We would risk rate the credit an 80 risk rating should the value of the collateral decline to a level that we determine there is a loss but are notable to quantify the amount of that loss. Any downgrade would be supported by the PAM Risk rating model.

Exception to Policy and Reason(s) Why:

Attached Files for Exception to Policy and Reason(s) Why:(File Types JPG, JPEG, and GIF are included in this document as an embedded image just below.)None

Covenant/Reporting Compliance: Not ApplicableBenchmark Compliance: Not ApplicablePricing Modification: Not ApplicableGuarantor Modification: Not ApplicableCollateral Modification: Not Applicable

Amendments, Modification, or Waiver:We request the renewal and extension of the maturity date on this $600m Revolving Line of Credit (#01-4340068254-L778729) to 4/72/2013. This extension will allow our borrower fufther time to execute their currentturnaround strategy to raise investor equity and implement operational changes to their printing business. The lineis provided to support their short term working capital needs and is secured with the outstanding accountsreceivable. Our extension agreement will retain the basics terms and require the following:

1) completion of the preferred stock/ equity raise of $1.5mm prior to 72/31/72;2) Regions will have the right to engage a turn around consultant to analyze the company's turn around plan

and operations at the Bank's expense and the borrower will cooperate with same;3) completion of specific debt repayment (explained below) prior to 7/3L/73;4) completion of the conversion of existing shareholder debt (in amount of approximately $898m, as detailed

below), to common equity prior to 72/37/t2;5) the borrower to provide a certified monthly borrowing base report within 10 days of the first day of each

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6)' taking a security interest in all equipment and inventory; andzj tfre ad-vance rate to remain at |b of eligible accounts receivable,

OEach party will pay for its own costs associated with the extension.

Collateral Sr rnnortOur note is secured with a first security lien on all accounts receivable of the borrower, with an advance rate of B5o/o

of current accounts less than 90 days. At month-end,8/37/2012, the borrower had A/R outstandings of $720m, ofwhich $699m were current. With the current loan outstanding of $534m, our LTV is at760/o.

Relaterl deht

The related exposure is to Swann Investments LLC, a SPE investor group of ten individuals which include 3 of our 4principals. The debt is secured with the company plant/building that is leased to our borrower. The building & landwasappraisedong/L9/2O12for$2,800m,whichprovidesa59o/oLTV. TheSwanndebtcarriesthepersonalguaranties of the ten owners. The current outstanding debt is $1,592m with monthly P&I payments of $18m, and a

long-term maturity of LlU2022.Historical hackgror rnd

In 2000, Craftmaster Printers, Inc ("CP") became a distressed credit for another local bank. After the death of theoriginal owners, the relocation of the business into an expansive facility with a large amount of debt, the company'sfinancial condition deteriorated. A group of investors stepped in to assume ownership. However, despite a growth inrevenue, the limited profitability and heavy debt burden kept the company struggling for lack of cash flow to servicedebt. Several investors and managers had come and gone until 2005. In 2005 the company filed for Chapter 11bankruptcy protection. At that time, with only the guarantees from the former owners/ the other bank (notRegions) forgave g2mm, the press/ equipment financing source forgave almost $3mm, and the company was able torestructure supplier terms, (including their principal paper source which is still their primary vendor today,) whichallowed them to exit from bankruptcy and continue to operate.

By this time in 2005, the management team which had settled to the current four owners - 2 investors and the 2

day-to-day managers (see descriptions below) - established Craftmaster Holdings Inc as the parent company and100o/o owner of CP. And in a separate transaction, the investor group, Swann Investments LLC, refinanced theexisting building that is leased to CP. With a restructured balance sheet in place, the company had a profitableperiod, with good cash flows during the years of 2006 - 2008, when other printers saw deteriorating conditions inthe marketplace. During this time, Regions stepped in to provide financing on the related OOCRE SwannInvestments loan and this RLOC to carry the borrower's accounts receivable.

Financial highlights

After reaching a high point in revenues at $5.2mm and profitability during FY2OO7 , conditions quickly changed, witha revenue decline of 18o/o over the next two years. Although gross margins improved over the same 2006-2008period, net losses and cash flow shortages appeared due to increased operating expense during that time,

Tn OOO's

RevenuesGPM%NIBTEBITDA

FYOT

5,27026.Lo/o

727335

FYOS

5,05128.30/o

271369

FYOq

4,77329.70/o(126)

3

FYl O

4,31620.7o/o

(17)91

FY114,729!4.30/o(437)(377)

During the period of growth it appears the company's cash flows could not keep up, and when revenues slowed,their operating expenses outpaced the cash flowing back into the operation. Consequently, they have remainedunder-capitalized and continue to struggle with cash flow and debt service. The company has built up a loss carry-forward which amounts to $3,156m.

Finally, due to the cash flow shortage during FY2011, the borrower slowed in payroll tax payments and is currently,delinquent for approximately $350m. This situation has been turned over to their outside CPA for appropriateaction to repay and settle any fines or penalties. The borrower is now paying its ongoing payroll taxes.

Crrrrent management

In early 20L2, after considering FY2011 results, investor Mike Hubbard stepped up to the present situation with thecurrent business plan and turnaround strategy. He has recognized the company's growing debt, historical shortageof cash, and production inefficiencies. His strategy is to raise equity capital to retire debt and locate quality,production management.

Phillip Cole is a t6.60/o owner of CP, who retired from CP in 2010. He has a background with over 30 yearsexperience in the production and commercial printing business. Cole has agreed to return as COO to manage theborrower's daily operations, without a salary through at least year-end 2012. This position may be the mostimportant key to the success of the borrower.

With this manager in place, Barry Whatley, President and a 30.6olo owner, will return to his sales responsibilities ona full time basis. Whatley's experience was as a top salesman with Verizon and others, prior to joining the initial

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,::""il;:l" ,llll:, and pat ou}.o","owners, each, whire not part or ttuv-to-day manasement, wirrimmediatety take a greater role in the business development. Hubbard is the President of the IMG Auburn Networkwhich holds marketing and broadcast rights for Auburn University Athletics and, in addition, serves as Speaker ofthe Alabama State House of Representatives. Pat Dye is the retired head football coach and athletic directorforAuburn University, and the owner of deer hunting lodges and a specialized tree nursery. Both have excellentcontacts and name recognition in the southeastern market. Each of the four investors guarantees the debt for725o/o of their individual ownership percentage in the company.

Gr rarantors

In Summary: Hubbard provides an 8/72, joint personal statement with total assets of $8,380m, estimated networth of $7,778m, liquidity of $865m, and 2011 Tax AGI of $434m. Dye provides a 7/72, personal statement withtotal assets of $7,579m, estimated net worth of $6,343m, liquidity of $31m, and 2011Tax AGI of $56m. Whatleyprovides a7/tZjoint personal statement with total assets of $577m, estimated net worth of $180m, liquidity ofg2m and 2011 Tax AGI of $239m. Cole provides a 6/72, joint personal statement with total assets of $2,358m,estimated net worth of $2,355m, liquidity of $859m and 2011Tax AGI of $57m. Each individual provides a 725o/oguaranty of their ownership.

Crrrrent Strategy

In an effort to raise $1.5mm in new equity capital, the borrower is currently seeking 10 investors to subscribe to apreferred stock offering of $150m each, Hubbard has the contacts and is leading the drive to solicit theseindividuals. The basic terms of this preferred stock ownership is a 60lo cuffiulative, quarterly dividend andexoectation to reourchase same bv the 5th anniversary at a 1Oo/o premium. At this date the borrower has acommitmentof 7' investors, and ccjnfirmed cash payments from 3. Hubbard expects to have this offering fullysubscribed within 45 days, and all funds collected by year-end 20t2. Regions will allow the quarterly dividend to bepaid to these investors during this extension in order to allow the borrower to raise the needed capital.

The $1.5mm will be used for the following (approximate):OOO's

Southern States BankHeidelberg Press 326Payroll Tax 350Note to P. Cole 9Regions RLOC IReduction] 3so

Total $1,500

Annual Debt Service794179

00

1t$390

Pay off:465

Payment of these obligations will eliminate the current annual debt service requirements of $390m, but add $90min dividend payments which would be due to the preferred shareholders, but overall would significantly improve cashflow. The debt above to Southern States was financing secured by all furniture, fixtures & equipment of thebusiness; Heidelberg press debt is the remainder of the debt from the original purchase, which they would hope toget discounted; the payroll tax issue is an account they seek to clear as soon as possible; the note to Cole was forinventory purchases due a period of cash shortage; and the Regions line reduction is a pay down of the revolverwhich has shown limited movement in recent months.

The borrower has provided Regions a monthly forecast forthe final four months of FY12, in which they showprofitability for that period. After showing deficits in 6 of the eight months actual YTD, CP is projected to loss($141m) for the FY12. EBITDA is projected at $151m.

Fxisting Shareholder Deht

In addition, current shareholder debt that totals $898.5m, including principal & interest, will be converted to 68mshares of common stock ownership and 35m preferred share options, and distributed equally to Hubbard, Whatleyand Dye, The debt consists of $299.5m in debt to each of these three shareholders,

Conclrrsion

The relationship team believes that current management is taking the appropriate immediate steps to makechanges in an effort to eliminate debt, increase revenues, place controls on printing operations and expenses. Webelieve the investors are driven by a commitment to protect their personal reputation, and will diligently worktoward the success of their strategy. We recommend renewal with the added agreement to complete the capitalraise, debt retirement, shareholder debt conversion and to provide monthly borrowing base certificates, aging ofaccounts receivables, quarterly company statements, annual accountant- reviewed statements, and currentguarantor statements, as needed.

Attached Files for Amendments, Modification, or Waiver;(File Types JPG, JPEG, and GIF are included in this document as an embedded image just below.)TDR Craftmaster 10_2012.pdf

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PricinQ Floor Exception: C Yes 6' No

Pricing Floor Value:

Fee charged:

Facility MROC for covenant waivers or amendments:

Management/Committee :

Risk Rating Accuracy: (Does this change/impact the Borrower's risk rating? If yes, complete risk rating change form.)

Does this A&E trigger one of the tracked exceptions? C Yes C No 6 N/A

Does this loan meet the FDIC definitaon of Higher R.isk C&I Loans? C Yes 6 No

Does this loan meet Regions Leveraged Cash Flow Lending definition per CLP? C Yes 6 No

Is this a high-risk customer? C Yes (e No

Is there a new guarantor? C Yes 6 No

Is there a signer that is not on Level III? C Yes 6 No

Approvals

Workout Specialist DOWNEY III, NORMAN R (Ron) Approved by: DOWNEY III. NORMAN R (Ron)Signature

SAD Regional Manager KING III. DEWITT W

1Ol)?l)O1 2 1:11:14 PM

Date

tO/24/2012 t0:33:09 AMDate

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EXHIBIT #42B

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DXTENSION AGREEMENT

THIS EXTENSION AGREEMENT (this "Agreement") is effective as of the 30th day ofOctober, 2012 (the t'Effective Date"), by and between Regions Bank ("Regions") and CmftmasterPrinters, Inc., an Alabarna corporation ("the "Bonower"), Craftrnaster Holdings, Inc., an Alabamacotporation ("Additional Guarantor"), Thomas Bauy Whatley, Jr., ("Whatley"), MichaelHubbard (rrHubbard"), Patrick Dye ("Dye") and Phillip Cole ("Cole", and together with Whatley,Hubbard, and Dye, collectively, the "Original Guarantors", and together with the AdditionalGuarantor, collectively, the ,Guamntors"). Borrower and Guarantors, are refen'ed to hercin,collectively as the "Obligors".

RECITALS

A. On February 13,2A09, Regions agreed to make a Revolving Line of Credit loan toBorower in the original principal arnount of $600,000.00 (the "Loan"). The Loan lus beenextended several tirnes and by letter dated August 17,2012 Regions last extended the maturitydate to October 31,2012 (the "Cument Maturity Date").

B. On February 13,2009, Bonorver executed and delivered to Regions that cefiainPromissory Note in the original principal amount of the Loan (the "Note"). Pursuant to the tennsof the Note, Bon'orver is indebted to Regions under a Revolving Line of Cnedit in the originalprincipal amount of the Loan.

C. On Febntary 13, 2009, Bomorver executed and deliverpd to Regions that certainContinuing Security Agreement (the "secudty Agreement"). Pursuant to the tenns of theSecurity Agreement, Bon'orver gtanted Regions a security interest in and lien on all inventoryand accounts (the "Original Collateral"). The Security Agreernent states that the PersonalProperty Collateral serves as collateral for all other obligations, debts and liabilities of theBorrorver.

D. Regions perfected its interest in the Original Collateral by filing that certain UCC-I Financirrg Statement with the Alabarna Secretary of State on February 23, 2009 as filiugnumber 09-0886280 FS (the "Financing Statement")

E. The Loan is further secured by those certain prorated guarantees dated February13,2009, rnade by the Original Guarantorc in favor of Regions (collectively, the Guamnty") ofWhatley (38.3% of outstaMing principal balance), Htrbbard (33.0%), Dye (33.0%) and ColeQ0JYA (the "Guaranteed Shares"). The Guaranteed Shares total 125.0% of the otrtstandingprincipal balance of the Loan.

F. All documents evidencing, referuing to or relating to includirrg without lirnitation,the Loan, the Note, the Security Agreement, the Fitrancing Staternent, the Guaranty, archereinafter referted to collectively as the "Loan Docurnents."

G. Various Everrts of Default (the "Events of Default") have occuned under the LoanDocutnents, including rvithout lirnitation, the failure of Bonower to pay all payroll witlrholdingtaxes to the IRS (the "Past Due Taxes"). The Obligors have requested that Regions fortear fiorn

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taking any action under the Loarr Documents based on the Events of Default. In addition, theObligors havo requested Regions consent to an infusion of new capital to Additional Guamntorby, among others, the Original Guarantors, to be used for the benefit of the Bortower (the

"Capital Infusion"). Obligors have further requested an extension of the Cument Maturity Date.

H. Regions is willing to forbear on taking action based on the Events of Default,consent to the Capital Infusion and to extend the Curent Maturity Date, but only upon the tennsand conditions of this Agreement, including without limitation, the addition of the AdditionalGuarantor as an Obligor hereunder.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, theObligors agrce rvith Regions, and Regions agrees with the Obligors, as follows:

l. Acknorvledeement of Recitals. Obligors and Regions acknowledge and agreethat the foregoing "Recitals" are true, conect, and cornplete, and agrce that the same areincorporated by reference into the body of this Agreement.

2. Aclarorvletlgement of Loan Oblisations. Obligors acknowledge and agree thateach is indebted to Regions for repayment of all amounts due and owning by Obligors toRegions, including, without limitation, all obligations for perfonnance of any and all kinds underthe Loan Documents, including all accrued interest, costs, fees (including attomeys' fees) andexpenses (the "Loan Obligations"). Obligors hereby reaffirm and ratify the tenns of the LoanDocuments, as amended herein, and acknowledge that the Loan Documents constitute the legal,valid and binding obligations of Obligors in accordance rvith their respective tenns. Obligorsacknowledge and agree that all Loan Obligations are uncoMitionally due aM owing by Obligorsto Regions without offset, defense or counterclaim of any kind, nature or description rvhatsoever.

3. Acknowleclemeut of Securitv Interests. Obligors acknorvledge the validity andenforceability of the security interests and Loan Docurnents granted in favor of Regions in theOriginal Collateral, and all security interests are proper{y recorded or perfected, as the case maybe, and that Regions lrolds a first-priority sectrrity interest in all of the Original Collateral.Obligors agree, at the request of Regions, to execute and consent to the filing of any nelv oradditional security agreements, notes, nrortgages or UCC-I financing statements or any otherdocuments, as Regions tuay require to perfect or to continue the perfection of such securityinterests and Mortgage consistent rvith Article 9 of the Uniform Commercial Code and otherapplicable law.

4. Acknowledeenrent of Lack of Defepses. Obligors acknowledge that as of theEffective Date each has no defense, countelclaim, offset, closs complaint, claim or demand ofany kind or nature lvhatsoever (collectively, the "Claims") that can be asserted to reduce oreliminate all or any part of its liability to repay any indebtedness to Regions or seek affinnativerelief for damages of any kind or nature firrm Regions, which Claims arise out of or are related tothe Loan Documents or Obligors' relationship rvith Regions. To the extent that Obligors allegethat they hold any such Clairns as of the Effective Date, Obligors acknorvledge and agree that

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o

they fully, forever and inevocably release any such Claims against Regions pursuant toParagraph 13 hereto.

5. Extension of Maturitv Date. The Cun'ent Maturity Date of the Loan is herebyextended until April 12,2013 (the "Extended Mafurity Date"), By agleeing to the extension ofthe Cument Maturity Date, Regions is not comrnitting to any futurre extensions or rcnewals of theLoan.

6. Capital Infusion.

(a) Regions consents to the Capital Infiision as described in that ceflainPreferred Stock Offering provided to Regions by Obligors (the "Offering"), In theOffering, Additional Guarantor provides for the issuance of certain Prefen'ed Stock(defined therein), in accordance rvith a Stock Purchase Agreement (the "Stock PurchaseAgreement"). The Capital Infusion must occur on or before December 31,2012.

(b) Obligors will use the Capital Infusion as follorvs (the "Capital hrfusionPaynents"):

(v)

paynerlt in full of all obligations due and orving by AdditionalGuarantor to Southern States Bank, the cancellation of any leases

related to the equipment securing the Southem States Bank debt(the "Southem States Lease");

payrnent in full of all obligations due and owing to HeidelbergPress;

payment in full of the Past Due Taxes;

paynent in full of the Cole Debt (defined belorv), per Bottower'srequest; arrd

payment to Regions of the sum of $350,000.00 as a principalrcduction to the Loan.

(c) All Capital Infusion Payrnents will occur on or before January 31,2013.

(d) After paynent of the Capital Infusion Paynents, Obligors shall provide toRegions an accounting of all Capital lnfusion Payments made.

(e) After payment of the Capital lnfusion Payrnents, Southem States Bank,Heidelberg Press, the IRS and Cole shall execute and release any and all liens, if any (the

"Capital Infusion Releases") against auy properly orvned by the Obligors.

7. Conversion of Debt to Equitv. As of the Effective Date, Bortower and

Additional Guarantor was indebted to certain of the Original Guarantors in the total amount of$898,507.82 (the "Guarantor Debt"). On or before December 31,2012, Original Guarantors will

(i)

(iD

(iiD

(iv)

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convefi the Guarantor Debt to common equity, provided horvever, that the Guamntor Debt due toCole in the approximate amount of $8,500.00 shall not be converted to equity (the "Cole Debt").

8. Additional Guarantv, On or before the Effective Date, the Additional Guarantorrvill execute an unconditional, unlimited guaranty in favor of Regions, purcuant to rvhichAdditional Guarantor guarantees repayment of the Loan Obligations substantially in the fonn ofExhibit A attached hereto (the "Additional Guaranty").

9. Conditions Precedent. As conditions precedent to Regions' agreement to thetenns set forth herein, Obligors agree:

(a) On or before the Effective Date, Obligors shall provide to Regions acompleted Bonowing Base Certificate (the "Bonowing Base Certificate") in the formattached herBto as Exhibit B. Bonower shall cornplete and subrnit a Bon'owing BaseCerlificate to Regions effective as of the lst day of each calendar month hereafterdelivered on ot before the lOth day of the month. The advance rate under the Loan willremain 85o/o of cuuent accounts receivable less than 90 days past due.

(b) On or beforc the Effective Date, the Additional Guarantor shall executeand deliver to Regions the Additional Guaranty.

(c) The Obligors shall provide copies of all Ten (10) executed Stock PurchaseAgreernent.

10. Conditions Subsequent. The following conditions must be met subsequert tothe Effective Date, as set for the belorv.

(a) Ou or befote December 31,2012, the Capital Infusion rnust be made.

(b) On or before January 31, 2013, all Capital Infusion Payments must bemade.

(c) On or before January 31, 2013, obligors rnust cancel the Southem statesLeases.

(d) On or before February 15, 2013, Obligors must provide evidence toRegions that all Capital Infusion Releases have been recorded.

(e) Obligors shall provide all financial reporling required to be made,respectively, by Borrower and Guararrtors under the Loan Docurnents, provided horveverthat the financial reporting requirements contained in the Loan Documents are modifiedherein as follows:

(i) Annual Statements. As soon as available, but in no event laterthan one-hundred-twenty (120) days after the end of each fiscal year,Borower's balance sheet and income statement for the year ended,revierved by a certificate public accountant satisfactory to Regions.

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(ii) Interim Statements. As soon as available, but in no event laterthan twenty Q0) days after tho end of each calendar month,Bonower's balance sheet and profit and loss statement for the periodended, provided however, that each Guamntor aM AdditionalGuarantor does not have to produce interim statements, but rathereach respective annual tax retum within 20 days aftel submissions ofsuch tax retum to the goveming taxing authorities.

(iii) All other financial reporting contained in the Loan Documentsshall rernain in place.

I l. Additionat Seeurity Interest,, As additionat consideration for RegionsAgrcernent hereunder, the Bonower and Additional Guarantor (the "Pledgorc") grant, assign,transfer and sets over to Regions, as additional security for the paynent and performance of theLoan Obligations, rvhether now or hereafter owned by Pledgors howsoever arising, whereverlocated and whether now owned or existing or hereafter existing or acquired, continuing securityinterest in all of each Pledgors rights, title aM interest in, all goods, building and othet materials,supplies, work in process, equipment, machinery, fixtures, fumiture, funrishings, signs and otherpersonal property, wherever situated; all rents, issues, deposits and profit; all inventory,accounts, cash receipts, deposit accourtts, impounds, accounts receivable, contract rights, generalintangibles, chattel paper, instruments, docunents, notes, drafts, letters of credit, insurancepolicies, insumnce and condernnation awards and proceeds, any other rights to the payment ofmoney, tmde names, trademarks and sewice marks, all leases, pennits, consents, appncvals,licenses, authorizations aud other riglrts granted by, given by or obtained from, any govemmentalentity; all deposits or other security norv or hereafter rnade with or given to utility cornpanies byPledgom; all advance payments of insurance prcmiums rnade by Pledgors rvith lespect to theproperty; all plans, drarvings and specifrcations; all loan flinds held by Regions, whether or notdisbursed; all funds deposited rvith Regions pursuant to any Loan Document; all reserves,deferred paynents, deposits, accounts, refunds, cost savings and payments of any kind, togetherwith all replacements and proceeds of and additions and accessions to, any of the foregoing, andall books, records and files relating to any of the foregoing (the "Additional Collateral" andtogether with the Original Collateral, collectively the "Collateral"). Pledgors hereby authorizeRegions to file such UCC-I financing statements and other documents as are required to perfect,presetve, amend, maintain or continue Regions lien upon the Collateral and shall take such otheraction as may be required to perfect or to continue the perfection of Regions lien upon theCollateral. Pledgors hereby agree that Regions shall be entitled to exercise, any and all riglrtswhich Regions tnay have under the Loan Documents or under applicable law with respect to theCollateral.

12. Oblisors' Representatigns,and Warranties.

(a) Obligors' Representations and Wamarties. Obligors hereby makg state,inco4:orate by reference herein, and affirm the representations and rvan'anties rnade byObligors in the Loan Documents as if rnade by Obligors as of the Effective Date, rvhichrepresentations and wamanties shall survive the execution and closing of this Agreementand coutinue thereafter until the Loan Obligations arc paid in full.

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(b) Validity and Due Authorization. In addition to, and not in lirnitation ofthe representatiorts and rvarranties in the preceding subsection, Obligors hereby representand warant to Regions as follows:

(i) Additional Guamntor is a lirnited liability company duly organized,validly existing and in good standing under the laws of the State of Alabama, and isqualified to do business in the states where the Collateral is located.

(ii) Due Dxecution.

(a) Bonower and Additional Guarantor and its rnernbers, officers, anddirectots, as applicable, have taken all necessary action for the due authorization,execution, delivety and perfonnance of this Agreement and all other docurnents executedin connection herewith, and this Agteernent and all such other docunents have been dulyauthorized, executed and delivered by thern.

(b) Whatley has taken all necessary action for the due authorization,execution, delivery aM perfonnance of this Agreement and all other docurnents executedin connectiou herewith, and this Agreement and all such other documents have been dulyauthorized, executed and delivered by Whatley.

(c) Hubbard has taken all necessary action for the due authorization,execution, delivery arrd perfomance of this Agreement and all other documents executedin connection herervith, and this Agreement and all such other documents have been dulyauthorized, executed and delivered by Hubbard,

(d) Dye has taken all necessary action for the due authorization,execution, delivery and perfonnance of this Agreement and all other documents executedin connection lrcrervith, and this Ageement ancl all such other documents have been dulyauthorized, executed and delivered by Dye.

(e) Cole has taken all necessary action for the due authorization,execution, delivery and perfonnance of this Agreement and all other documents executedin connection herervith, and this Ageement and all such other documents have been dulyauthodzed, executed and delivered by Cole.

(iil) Ynlkl and Due Authorizatlon. Each Person executing this Agreementand all other documents executed in connection hetewith on behalf of Obligors is validlyand duly authorized to execute thern.

(iv) Bindine Oblieation. This Agreement and all other docurnents executedin connection herewith are the legal, valid and binding obligations of Obligors, asapplicable, enforceable against them in accordance with their respective terms, except assuch enforcement rnay be lirnited by bankruptcy, insolvency or othet larvs of generalapplication relating to or affecting the enforcement of creditors' dghts generally.

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(c) No Secondarv Financinq. Unless otherwise stated herein, lien or othercharge upon the Collateml, other than the security interests of Regions, have been given orexecuted by Obligors, or have been contracted or agreed to be so given or executed.

(d) Finaneial Statements. All financing statements and other due diligenceprovided by Obligors to Regiorrs to induce Regions to permit the Ageement, are true and conectin all material respects, were plepared in accordance with generally accepted accountingpdnciples and fairly present the financial condition reflected therein as of the date thereof, andthere have been no rnaterial adverse changes since the date of each suoh document.

(e) Asreements. Obligors ate not parties to any agreement or instrument,materially and adversely affecting the business, propefties, assets, operations ot condition,financial or otherrvise, of Obligors; and Obligors are not in default in the performance,obselance, or fulfilhnent of any of the obligations, covenants or conditions contained in anyagreement or instrumerrt to which it is a party, which default would have a rnaterial adverseeffect upon the business, properties or assets, operations or condition, financial or otherwise ofObligors, respectively.

(0 Governntentfll Sonsents. Obligors have not failed to obtain any requiredorder, cotrsent, approval or authodzation of or failed to rnake any rcqtrired declaration or filingwith, any govemmental authority in connection with the execution and delivery of thisAgreement and the consummation of the transactions conternplated hereby.

(S) Ifo OffqpJS. Obligors have no defenses, offsets or counterclairns againstthe Loan Obligations.

0, None of the Obligots are insolvent or bankmpt and there has been no (i)assigrunent made for the benefit of the creditors of any such pa(y, (ii) appointrnent of a receiverfor any such party or for any such party's properties, or (iii) bankruptcy, reorganization, orliquidation proceeding instituted by or agairrst any such party.

(i) Obligors are acting on their orvn behalf and as of the date hereof neither isan ernployee benefit plan as defined in Section 3(3) of the Ernployee Retirement Income SecurityAct of 7974, as amended ('ERISA") which is subject to Title I of ERISA nor a plan as defined inSection a975(e)(l) of the Internal Revenue Code of 1986, as amended, each of the foregoinghereinafter referred to collectively as a "Plan," and the assets of Bon'ower do not constitute 'rplanassets" of one or more such Plans rvithin the rneaning of Departnrent of Labor RegulationSection 2510.3-101. Obligors also represent, waffant and covenant that neither will bereconstituted as a Plan or as all entity whose assets constitute [plan assets.r'

6) Upon execution arrd delivery hereof, this Agreement and all other LoanDocuments rvill constitute valid and binding obligations of Obligors, as applicable, and Regionswill be entitled to the benefits of tlris Agreement and the Loan Documents.

Documents.The foregoing Section 13 (a) through O shall be deerned covenants of the Loan

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13. Release. In consideration of Regions' agrcement to enter into this Agreement andfor other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the Obligors, on behalf of themselves and all persons or entities claiming by,through, or under thern (collectively, the "Releasors") do hereby unconditionally rernise, releaseand forever discharge Regions, its parents, subsidiaries, affiliated companies, past and prcsentstockholders, partners, officers, directors, employees, agents, attomeys, divisions, participants,predecessors, successors and assigns (collectively, the "Releasees") from any and all manner ofactions, causes of action, suits, claims, counterclaims, crossclaims, defenses and demandswhatsoever, arising fiom any and all debts, demands, proceedings, agreements, contracts,judgments, damages, accourtts, reckonings, executiorrs, conhovemies, claims, liabilities, andfacts whatsoever, whether contingent or fixed, liquidated or unliquidated, at law or at equity, ifany, which the Releasols ever had, now have, and/or hercafter may have against the Releasees,for or by reason of any cause, rnatter or thing rvhatsoever arising fiorn the beginning of the rvorldtlu'ough the date hereof, rvhich clairns or matters relate or pertain to, whether directly orindirectly, the Loan Documents, the Loan Obligations, this Agreement or any aspect of theforegoing. To the best of the Obligors' knowledge, infonnation and belief, there exists no basisfor any such claim described in the preceding sentence. This provision shall survive terminationof this Agreernent.

14. Reaffirr*ption of Loan Documents. Except as modified by this Agreement,Obligors hereby ratify and reaffirm all of the terms and conditions of the Loan Documents, asamended, to which they are pafiies, any prior agreements and all other documents executed inconnection therervith, including without limitation, paynent of all regular payments due andowing under the Loan Documents, and such ter:ls and conditions shall continue in full force andeffect. Obligors shall execute any and all other docurnents requested by Regions to implernentthe tenns and conditions of this Agreement.

15. Waiver. No rernedy confened upou, or reserved to, Regions in this Agreement orany of the other Loan Documents is intended to be exclusive of any other remedy or remedies,and each and every remedy shall be cumulative and shall be in addition to every other rernedygiven hereunder or now or hereafter existing in law or in equity. Exercise of or omission toexercise any right of Regions shall not affect any subsequent right of Regions to exercise thesame. No course of dealing between Obligors and Regions or any delay on Regions' part inexercising any rights shall operate as a rvaiver of any of Regions' rights. No rvaiver of anydefault under this Agreement or any of the other Loan Documents shall extend to or shall affectany subsequent or other then existing Events of Default or shall impair any rights, remedies orpowers of Regions.

16. Costs and Expenscs. Each party will bear their respective, fees and expenses(including actual attomeys' fees ancl expenses in connection with the preparation of thisAgteement and the other Loan Documents (including any amendments hereafter made), and irrconnection with any rnodifications thereto and the recording of any of the Loan Documents. If,at any time, a default occurs or Regions becomes a party to any suit or proceeding in order toprotect its intetests or priority in any collateral for any of the Loan Obligations or its rights underthis Agreement or any of the Loan Documents, or if Regions is made a pafty to any suit or

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proceeding by virtue of the Loans, this Agreernent or any Collateml and as a result of any of theforegoittg, Regions ernploys counsel to advise or provide other rcpresentation with respect to thisAgreement, or to collect the balance of the Loan Obligations, or to take any action in or withrespect to atry suit or proceeding relating to this Agreernent, any of the other Loan Documents,any Collateral, the Obligors, or to protect, collect, or liquidate arry of the security for the LoanObligations, or attempt to enfotce any security interest or lien granted to Regions by any of theLoau Docutnents, then in any such events, all of the actual attorney's fees arising fucm suchservices, including attorneys' fees for preparation of litigation and in any appellate or bankruptcyproceedings, and any expenses, costs and charges relating thereto shall constitute additionalobligations of Obligors to Regions payable on demand of Regions. Such amounts shallconstitute a portion of the Loan Obligations, shall be securcd by the Collateral and shall bearinterest fiorn the date advanced until repaid.

17, Headines. The headings of the Sections of this Agreement arc for convenience ofrcference only, are not to be considered a part hereofl, and shall not lirnit or otherwise affect anyof the tenns hereof.

18. Survival of Covenants,. All covenants, agreements, representations andwarranties made herein and in ceftificates or reports delivered pumuant hereto shall be deemed tohave been material and relied on by Regions, notwitlxtanding any investigation rnade by or onbehalf of Regions, and shall surive the execution and delivery to Regions of this Agreement.

19. Benefits. All of the terms and provisions of this Ageement shall bind and inureto the benefit of the parties hereto and their respective successors and assigns, No person otherthan Obligors or Regions shall be entitled to rely upon this Agreernent or be entitled to thebenefits of this Agreement.

20. Supersedes Prior Asreementsl Counterparts. This Agreement and theitrstruments refetred to herein supersede and incorporate all representations, promises, andstatemeuts, oral or rvritten, made by Regions in comectiotr rvith the l,oan Documents. ThisAgrcement may not be varied, altercd, or amended except by a written instrument executed by anauthorized officer of Regions. This Agreernent may be executed in any number of counterpafts,each of whiclt, when executed and delivered, shall be an odginal, but such counterpafts shalltogether constitute one and the sarne instrument.

21. CgNTBOLLING LAW. THE PARTIES HERETO AGREE TIIAT THEVALIDITY, INTERPRETATION, ENF'ORCEMENT AND EI'FECT OF THISAGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITTI, THE LAWS OF THE STATE OF ALABAMA AND THE PARTIES HERETOSUBMIT (AND WArVE ALL RTGHTS TO OBJECT) TO NON-EXCLUSMPERSONAL JURISDICTION IN THE STATE OF ALABAMA, FOR THEENFORCEMENT OF ANY AND ALL OBLIGATIONS T'NDER THE LOANDOCUMENTS EXCEPT THAT IF ANY SUCH ACTION OR PROCEEDING ARISESUNDER THE CONSTITUTION, LAWS OR TREATIES OF THE UNTTED STATES OFAMERICA, OR IF THERE IS A DIVERSITY OF CITIZENSHIP BETWEEN THEPARTIES THERETO, SO THAT IT IS TO BE BROUGHT IN A UNITED STATES

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DISTRICT COURT, IT SHALL BE BROUGHT IN THE UNITED STATES DISTRICTCOURT FOR THE NORTHERN DISTRICT OF ALABAMA OR ANY SUCCESSORFEDERAL COURT HAVING ORIGINAL JURISDICTION.

22, WAIVER OF JURY TRIAL. OBLIGORS HEREBY WAIVE ANY RIGHTTHAT EITHER MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM,COUNTERCLAIM, SETOFT, DDMAND, ACTION OR CAUSE OF, ACTION (A)ARISING OUT Otr OR IN ANY WAY RELATED TO THIS AGREEMENT OR THELOANS, OR (B) IN ANY WAY CONNECTED WITII OR PERTAINING OR RELATEDTO OR INCIDENTAL TO ANY DDALINGS OF REGIONS AND/OR OBLIGORS WITHRESPECT TO THE LOAN DOCUMENTS OR IN CONNECTION WITTI THISAGREEMENT OR THE EXERCISE OF EITHER PARTY'S RIGHTS AND REMEDIESI'I\TDER TIIIS AGREEMENT OR OTHERWISE, OR THE CONDUCT OR THERELATIONSHIP OF THE PARTIES HERETO, IN ALL OF THE, I'OREGOING CASESWHETHER NOW EXISTING OR HEREATTER ARISING AND WHETHERSOUNDING IN CONTRACT, TORT OR OTHERWISE. OBLIGORS AGREES THATREGIONS MAY F'ILE A COPY OF THIS AGREEMENT WITH ANY COURT ASWRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINEDAGREEMENT OF' OBLIGORS IRRDVOCABLY TO WAIVE THEIR RESPECTIVERIGHTS TO TRIAL BY JURY AS AN INDUCEMENT OF REGIONS TO EXTEND THEMATURITY DATE OF LOAN 1, AND THAT, TO THE EXTENT PERMITTED BYAPPLICABLE LAW, ANY DISPUTE OR CONTROVERSY WHATSOEVER(WHETHER OR NOT MODII'IED HEREIN) BATWEEN OBLIGORS AND REGIONSSHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY AJUDGD SITTING WITHOUT A JURY.

23. Consttltant Regions may retain a third-party consultant at its sole and absoluteexpense (the "Consultarrt") to evaluate Bolroler's business plan and operations. If Regionselects to retain such Consultant, Obligors agree to cooperate rvith the Consultaut and to provideinfonnation about the business reasonably requested bythe consultant.

24. Miscellaneous.

(a) This Agreement shall be binding upon and inure to thehercto and their respective successors and assigns.

benefit of the parties

(b) Obligors agree to exectrte any and all documents necessary to effect the tenns aMconditions of this Agreement.

(c) Each undertaking of tlre Obligors hercin contained shall be the joilrt and severalundertaking of each of the Obligorc, and it is specifically agreed that Regions may enforce theptovisions hereof with respect to any one or more of the Obligors without seeking to enforce thesame as to all or any other Obligor. Each of the Obligors hereby waives any requirement ofjoinder of all or any other of the parties hereto in any suit or proceeding to enforce the provisionshereof.

t0

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(d) The Loan Documents and this Agreement represent the final agreement betrveenthe parties and may not be contradicted by evidence of pdor, contemporaneous, or subsequentotal agreements of the parlies. There are no unwritten oral agteements between the parties.

[SIGNATURE PAGE CONTINUED ON NEXT PAGE]

ll

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IN WITNESS WHBREOF, the undersigned have caused this Agr,eernent to be propedyexeouted as ofthe date set forth above.

WITNESS/ATTEST: BORROWER:

CRAF'TMASTER PRINTERS, XNC., ar Alabama

ORIGIIYAL GUARANTORS:

ADI}ITIONAL GUARANTORI

CRMTMASTER IIOLDINGS, INC., an Alabanta

THOMAS BARRY

HUBB

ATRICI( DYE, i

t2

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EXHIBIT #43

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From Mike Hubbard

To Brooke Will

Sent 9 6 2011 4 04 30 PMSubject Good Afternoon

Good afternoon Will I hope you are doing well and able to be home a little more

than

usual

Congratulations on the Tide s season opening victory We found a way to win but it was scary With 53 out of 80players new I have a feeling it s going to be a tough season

I know you have lots more important things on your mind but I just wanted to touch

base on my situation that we

discussed a few weeks ago to see if you ve had any more thoughts I am starting to get very nervous and am anxious

to pursue any options you might suggest

As we discussed I am striving to be the best Speaker in the United States Perhaps Imight need to scale back and bea slightly better than mediocre Speaker in order to devote more time to supporting myfamily

Again I know you are swamped with Harbert business but just wanted to touch base

Please give my best to Maggie

Mike

Brooke 00724AGdoc0222553

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EXHIBIT #44

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AGdoc0221903

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EXHIBIT #45

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From Brooke Will

To hubbard aunetwork comSent 3 20 2012 7 44 19 AMSubject Re Good Morning

Mike

Thanks for this email I am of greatly mixed emotions as I consider your note I am honored tobe your friend and that you would even share these thoughts with me You are in my mind andthe in the minds of many others the single strongest and most effective leader in Alabamapolitics today It would be a huge loss for our state should you find yourself in a positionof having to resign

On the flip side of the equation you have to take care of your family This obligation trumpseverything else

There should be a solution to this I have spoken to many business people about it and havefound no answer I even spoke to Governor Riley about it and he told me that you two haddiscussed it and were working on some options I did not realize that path would lead to yourresignation but on reflection I guess that is a given It is quite a quandary

I have not and will not give up on this Maybe something will emerge I will definitely keepyou in my thoughts and with hope for help beyond my ability will have you in my prayers Godmay not give us the answer we think we want but I am confident He will give you what is best

Maggie sends her best wishes and thanks for your friendship and support We both appreciateyour friendship and hard work

As to that book I look forward to reading it The teaser sounds like it contains more thanone surprise And as to picture in it with you well that will give me some serious streetcred I am embarrassingly honored to be in such a picture

I ll see you around Perhaps I should come to Montgomery for a visit face to face

Will

From Mike HubbardTo Brooke WillSent Mon Mar 19 22 48 54 2012Subject Good MorningGood morning Will

I hope you are doing well I was looking over an advance copy of the book I ve writtenStorming The State House the story of the historic 2010 election in Alabama synopsisattached and saw a photo of you and me in the Speaker s office which I included in the photosection So I thought I d just drop you a quick e mail to check on you

I enjoyed being with Maggie earlier this month as she and others lobbied for the Boys andGirls Club funding to be included in the budget again this year I have a feeling that I willmake it happen I do not want to get Maggie on my bad side

Politically for me things are going very well We continue to shake up the status quo inMontgomery and I am extremely pleased with the progress we are making in changing the mindsetat the State House It is very refreshing as I m sure Billy has relayed to you We will berolling out the Charter School legislation and the fix for the immigration law over the nextfew days

Personally however my employment with IMG Auburn s multi media rights holder ends at theend of this month It has been quite tough on me to see my athletic career wind downespecially since I created the Auburn Network from scratch back in 1990 when I was 28 yearsold I turned 50 last month But I suppose things change for a reason and turn out for thebest in most cases

As you know my concern is financial and the fact that serving as Speaker consumes a enormous

Brooke 00087AGdoc0221916

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amount of time and generates virtually no income I have been in discussions with GovernorRiley and believe I would have an opportunity to work with him and his company if I were togive up being Speaker and resign from the Legislature Although I believe I am making positivechanges in Montgomery I need to think of my obligations to my family Please keep me in yourthoughts as I make this decision

I hope you are well and that Harbert is prospering as a company Raymond is certainlyfortunate to have you on the Harbert team

Please give my best to Maggie and tell her I can definitely help the Boys and Girls for atleast one more budget cycle After that she may have to use her lobbying skills on someonenew

See you soon

Mike

Brooke 00088AGdoc0221917

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EXHIBIT #46

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From: Mike Hubbard <[email protected]>Sent: 9/10/2012 1:16:01 PM +00:00To: Bob Riley <[email protected]>

Subject: RE: MLI LetterI will ask him.

From: Bob Riley [mailto:[email protected]] Sent: Monday, September 10, 2012 7:48 AMTo: Mike HubbardSubject: Re: MLI Letter

I understand but there are alot of people who would WANT to help Dye (lowders etc) and would Former Governor Bob Riley

Bob Riley and Associates, LLC

3066 Zelda Road #321

Montgomery, Alabama 36106

work: 334-799-4564

cell: 205-470-9910

[email protected]

On Sun, Sep 9, 2012 at 10:44 PM, Mike Hubbard <[email protected]> wrote:

I will ask Coach Dye for names. But I know that if it’s going to get done, I will have to do it. Plus, I have more to lose than the others.

From: Bob Riley [mailto:[email protected]] Sent: Sunday, September 09, 2012 9:37 PMTo: Mike HubbardSubject: Re: MLI Letter

AG0541954

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Mike ............. I would suggest you also run it by the Coach ...... he probably has twice the potential investors that you would have and I also think it would be better that this be perceived as a CORPORATE problem.........not just a Mike Hubbard problem.

Former Governor Bob Riley

Bob Riley and Associates, LLC

3066 Zelda Road #321

Montgomery, Alabama 36106

work: 334-799-4564

cell: 205-470-9910

[email protected]

On Sun, Sep 9, 2012 at 9:18 PM, Mike Hubbard <[email protected]> wrote:

Governor:

Attached is a letter I am sending to the DOR Commissioner tomorrow. I thought you might enjoy it.

Don’t forget to ask your client if I can talk to him about his tax issue. As you will see from the attached letter, I am on a warpath with them.

With regard to the Craftmaster deal I mentioned to you on Thursday, Will Brooke has helped me put together a scenario that I believe will work. If I can find 10 people to invest $150,000 (total of $1,500,000), I can pay all of the back payroll taxes, virtually all of the remaining debt (including 1/3 of the LOC) and free up roughly $40,000 per month in cash flow. The offer is to pay a 6% return on the investment beginning 3 months after the investment with a payback of the original $150,000 in five years.

AG0541955

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I am going to start overseeing all expenses, am bringing in a professional to run the operations and Barry is going to do nothing but sell. I believe this will work and hopefully get this thing off of my back once and for all. Plus, I will make sure this deal works.

Do you have any ideas of who I should approach about being an investor? Will Brooke has already said he will do it personally, so I need 9 more.

It is a pretty good return compared to what other investments are doing and, in the big scheme of things, not a lot of money for these type people. Plus, it will be helping Coach Dye and me.

Here are some names of people I was thinking of approaching:

Lee Styslinger

Jimmy Rane

Kenny McLain

Johnny Johns

John Watson

Tim Wellborn

Johnny Johns

Gaines Lanier

Tim Hudson

Del Marsh

I thought you might think of some other folks who may be prospects. Do you think Rob would have any interest?

I also thought about going to see Bob Young with Frazier Lanier to see if he has any

AG0541956

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thoughts. I need to get this done as quickly as possible – especially the past due payroll taxes.

Unfortunately, this is not a mess I created but it is up to me to fix it.

Mike

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EXHIBIT #47

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From Mike Hubbard

To Brooke Will

Sent 10 17 2012 8 36 59 PMSubject Re Craftmaster Update

Will

An update

Your wire hit te Craftmaster account this afternoon Thank you I also have received 150 000 from John Watson

and Rob Burton

Tomorrow Thursday we will pay off the Heidelberg note which is now 305 000 That will free up 15 000 per

month in cash flow We will also send another 100 009 to the IRS which will make a total of 185 000 paid to them

The Line of Credit will be reduced by 45 000

I met with Jim Holbrook today in B ham It went very well He indicated that he would almost certainly do one of the

150 000 deals and may have its investors who would be interested in one nor two more

I am meeting with Kenny McLean on Tuesday and met with Garry Neil Drummond last week I am hopeful both will

do one We will see

pre pay

Sent from Mike Hubbard s iPhone

On Oct 17 2012 at 3 31 PM Brooke Will WBrooke harbert net wrote

Mike

I am pleased to advise that HMC has approved the Craftmaster investment and that I

have sent the wire instructions

to the bank to initiate the wire You should therefore expect the wired funds this afternoon or first thing in the morning I

have also attached the signed Stock Purchase Agreement which I would appreciate youdating and returning once

accepted and the wire is received

Give me a call after you have this in hand and we can discuss status I also have abit of gratuitous advice for you

All the best

Will

Brooke 00356AGdoc0222185

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From Mike Hubbard mailto hubbard aunetwork comSent Tuesday October 16 2012 7 56 AMTo Brooke Will

Subject RE Craftmaster Update

Good morning Will

I hope your travels last week were safe and fruitful

I apologize for bothering you but wondered if you were able to obtain the necessaryapprovals for your Craftmaster

investment I am trying to get everything nailed down

Things are going very well Craftmaster is having a very good month and I believe wewill have a positive cash flow of

around 100 000 I will keep you posted

Mike

From Brooke Will mailto WBrooke harbert net

Sent Tuesday October 09 2012 5 42 AMTo Mike Hubbard

Subject Re Craftmaster Update

Mike

Sorry for the delayed reply My prospective son in law was in town this weekend we also celebrated my oldest son s 30th

birthday and went to the hunting place to put up deer stands so we had a full schedule and I failed to get to it I did see this on

Saturday though and shared it with Maggie We both send our congratulations and best wishes around the Craftmaster

reorganization It sounds like you are making great progress and more importantly it sounds as if that s being recognized by

your creditors You are on the way to success

I m also glad that the fundraising is progressing and that folks are supportive We re just finishing eighteen months of fundraising

for our third venture fund and I know only too well how it feels to be going aroundasking for money You have my fraternal

sympathies

I did receive the documents that you sent to me and am on track to complete my Craftmaster investment this week Due to the

nature of our business at HMC I have certain regulatory and compliance steps I haveto take before I can make a private

investment of this nature I talked to the appropriate folks last week and submittedour internal paperwork for approval I am in

Baltimore New York and Raleigh the first part of the week winding up in Montgomeryon Wednesday night and Thursday

morning I should have the approval when I return to the office Thursday afternoon and be able to wire funds Thursday afternoon

or Friday morning

It was good to see you at the BCA event That was a fun evening and I enjoyed hearing Karl and Carville s perspectives I also

am very glad for the turn of the tide since the debate

Good luck in your fundraising this week Although hopefully you won t be prepared tohear no more than once and persevere

until it is done I ll be praying for your quick success as I am sure that other duties are vying for your attention I am though

very thankful for this turn of events as I think the Lord has tossed you a line I ve thanked Him for that as I am sure you have

also

Thanks for keeping me posted I ll talk to you soon

Will

From Mike Hubbard

To Brooke Will

Sent Sat Oct 06 08 57 58 2012

Subject Craftmaster Update

Will

Brooke 00357AGdoc0222186

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I just wanted to

fill you in on Craftmaster

We had a meeting with the Trouble Asset Division folks from Regions this week This was the first meeting with them I

laid out the plan that you developed explained the management changes that have beenmade over the past 45 days

updated them on the progress in signing up the ten investors and showed the progressthe company has made over

the past month

They were extremely pleased and impressed In fact I was able to show them that ourline of credit has now beenreduced by 100 000 and the payroll tax debt reduced by 32 000 and we have the accountant working with the IRS to

hopefully get some or all of the penalties forgiven I spoke with the lead guy yesterday on the phone to provide someanswers to questions he had which I easily answered and he said that they were extremely pleased with what we are

doing and impressed with the plan He said he expected our loan to be removed from Troubled Asset and nonperforming status within 6 months which is the shortest period of time the regulators allow

I visited with Lee Styslinger last week and have meetings with Garry Neil Drummond

next

week as well as with KennyMcLean in Point Clear I hope to have all ten lined up and the money in within the

next

two weeks

By the way Craftmaster s September numbers were 180 of last year s September We are on the right course

thanks to you

Enjoyed being with you and Maggie at the BCA dinner on Tuesday

Thanks again for your help and friendship

Mike

Rep Mike HubbardSpeaker of the House

Alabama House of Representatives

11 South Union Street

Montgomery AL 36130334 242 7668

District Office

P O Box 950Auburn AL 36831 0950

334 826 2929

0579 001 pdf

Brooke 00358AGdoc0222187

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EXHIBIT #48

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AGdoc0232037

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EXHIBIT #49

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From Mike Hubbard

To Brooke Will

Sent 10 17 2012 8 36 59 PMSubject Re Craftmaster Update

Will

An update

Your wire hit te Craftmaster account this afternoon Thank you I also have received 150 000 from John Watson

and Rob Burton

Tomorrow Thursday we will pay off the Heidelberg note which is now 305 000 That will free up 15 000 per

month in cash flow We will also send another 100 009 to the IRS which will make a total of 185 000 paid to them

The Line of Credit will be reduced by 45 000

I met with Jim Holbrook today in B ham It went very well He indicated that he would almost certainly do one of the

150 000 deals and may have its investors who would be interested in one nor two more

I am meeting with Kenny McLean on Tuesday and met with Garry Neil Drummond last week I am hopeful both will

do one We will see

pre pay

Sent from Mike Hubbard s iPhone

On Oct 17 2012 at 3 31 PM Brooke Will WBrooke harbert net wrote

Mike

I am pleased to advise that HMC has approved the Craftmaster investment and that I

have sent the wire instructions

to the bank to initiate the wire You should therefore expect the wired funds this afternoon or first thing in the morning I

have also attached the signed Stock Purchase Agreement which I would appreciate youdating and returning once

accepted and the wire is received

Give me a call after you have this in hand and we can discuss status I also have abit of gratuitous advice for you

All the best

Will

Brooke 00356AGdoc0222185

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From Mike Hubbard mailto hubbard aunetwork comSent Tuesday October 16 2012 7 56 AMTo Brooke Will

Subject RE Craftmaster Update

Good morning Will

I hope your travels last week were safe and fruitful

I apologize for bothering you but wondered if you were able to obtain the necessaryapprovals for your Craftmaster

investment I am trying to get everything nailed down

Things are going very well Craftmaster is having a very good month and I believe wewill have a positive cash flow of

around 100 000 I will keep you posted

Mike

From Brooke Will mailto WBrooke harbert net

Sent Tuesday October 09 2012 5 42 AMTo Mike Hubbard

Subject Re Craftmaster Update

Mike

Sorry for the delayed reply My prospective son in law was in town this weekend we also celebrated my oldest son s 30th

birthday and went to the hunting place to put up deer stands so we had a full schedule and I failed to get to it I did see this on

Saturday though and shared it with Maggie We both send our congratulations and best wishes around the Craftmaster

reorganization It sounds like you are making great progress and more importantly it sounds as if that s being recognized by

your creditors You are on the way to success

I m also glad that the fundraising is progressing and that folks are supportive We re just finishing eighteen months of fundraising

for our third venture fund and I know only too well how it feels to be going aroundasking for money You have my fraternal

sympathies

I did receive the documents that you sent to me and am on track to complete my Craftmaster investment this week Due to the

nature of our business at HMC I have certain regulatory and compliance steps I haveto take before I can make a private

investment of this nature I talked to the appropriate folks last week and submittedour internal paperwork for approval I am in

Baltimore New York and Raleigh the first part of the week winding up in Montgomeryon Wednesday night and Thursday

morning I should have the approval when I return to the office Thursday afternoon and be able to wire funds Thursday afternoon

or Friday morning

It was good to see you at the BCA event That was a fun evening and I enjoyed hearing Karl and Carville s perspectives I also

am very glad for the turn of the tide since the debate

Good luck in your fundraising this week Although hopefully you won t be prepared tohear no more than once and persevere

until it is done I ll be praying for your quick success as I am sure that other duties are vying for your attention I am though

very thankful for this turn of events as I think the Lord has tossed you a line I ve thanked Him for that as I am sure you have

also

Thanks for keeping me posted I ll talk to you soon

Will

From Mike Hubbard

To Brooke Will

Sent Sat Oct 06 08 57 58 2012

Subject Craftmaster Update

Will

Brooke 00357AGdoc0222186

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I just wanted to

fill you in on Craftmaster

We had a meeting with the Trouble Asset Division folks from Regions this week This was the first meeting with them I

laid out the plan that you developed explained the management changes that have beenmade over the past 45 days

updated them on the progress in signing up the ten investors and showed the progressthe company has made over

the past month

They were extremely pleased and impressed In fact I was able to show them that ourline of credit has now beenreduced by 100 000 and the payroll tax debt reduced by 32 000 and we have the accountant working with the IRS to

hopefully get some or all of the penalties forgiven I spoke with the lead guy yesterday on the phone to provide someanswers to questions he had which I easily answered and he said that they were extremely pleased with what we are

doing and impressed with the plan He said he expected our loan to be removed from Troubled Asset and nonperforming status within 6 months which is the shortest period of time the regulators allow

I visited with Lee Styslinger last week and have meetings with Garry Neil Drummond

next

week as well as with KennyMcLean in Point Clear I hope to have all ten lined up and the money in within the

next

two weeks

By the way Craftmaster s September numbers were 180 of last year s September We are on the right course

thanks to you

Enjoyed being with you and Maggie at the BCA dinner on Tuesday

Thanks again for your help and friendship

Mike

Rep Mike HubbardSpeaker of the House

Alabama House of Representatives

11 South Union Street

Montgomery AL 36130334 242 7668

District Office

P O Box 950Auburn AL 36831 0950

334 826 2929

0579 001 pdf

Brooke 00358AGdoc0222187

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EXHIBIT #50

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105

Posting Date: 2012-11-15, Debit/Credt: D, Amt: 150,000.00, Posting Acct: 23800055943645 - side 1

Posting Date: 2012-11-15, Debit/Credt: D, Amt: 150,000.00, Posting Acct: 23800055943645 - side 2

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EXHIBIT #51

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