FOURTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
FOURTH
AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) dated as of August 10, 2009, is by and among
HOOKER FURNITURE CORPORATION
(the “Borrower”), THE
PERSONS IDENTIFIED AS LENDERS ON THE SIGNATURE PAGE HERETO (whether one
or more, the “Lenders”) and BANK OF AMERICA, N.A., as
agent for the Lenders (the
“Agent”).
WHEREAS, the Borrower, the
Lenders and the Agent are parties to a Credit Agreement dated as of April 30,
2003, as amended by a First Amendment to Credit Agreement dated as of February
18, 2005, a Second Amendment to Credit Agreement dated as of February 27, 2008,
and a Third Amendment to Credit Agreement dated as of February 19, 2009 (such
credit agreement and amendments, the “Existing Credit Agreement”);
and
WHEREAS, the Borrower has
requested that the Lenders make certain amendments to the Existing Credit
Agreement; and
WHEREAS, the Lenders are
willing to do so, as more fully set forth below, but only on the terms and
conditions set forth herein.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein, the
parties agree as follows:
1. Definitions. “Amended Credit
Agreement” means the Existing Credit Agreement as amended by this
Amendment. Capitalized terms used in this Amendment and not otherwise
defined shall have the meanings ascribed to them in the Existing Credit
Agreement.
2. Payment
in full of Tranche A Term Loan and the Tranche B Term
Loan. Upon execution of this Amendment, the Borrower has paid
in full the Tranche A Term Loan and the Tranche B Term Loan described in the
Existing Credit Agreement.
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3.
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Amendments
to Section 6.12 “Financial Covenants” of the Existing Credit
Agreement.
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(a)
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Upon
receipt of and in consideration of the payments described in Section 2 of
this Amendment, the financial covenant “Debt Service Coverage
Ratio” described in Section 6.12(b) of the Existing Credit
Agreement shall be terminated effective as of July 30,
2009; and
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(b)
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Effective as of July 30,
2009, the financial covenant “Funded Debt to EBITDA
Ratio” set forth in Section 6.12(c) shall be modified to reflect
the ratio indicated for the period from December 1, 2004, to July 29,
2009, as 1.25:1.0, and supplemented to reflect the ratio indicated for the
period from July 30, 2009, and thereafter, as 2.0:1.0. The
remainder of Section 6.12(c) shall remain unchanged in the Amended Credit
Agreement except as described in this
paragraph.
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4. References
in Other Credit Documents. All references in the Existing
Credit Agreement to the "Credit Agreement" and all references in the other Loan
Documents to the "Credit Agreement" shall be deemed to refer to the Amended
Credit Agreement.
5. Representations
and Warranties. The Borrower hereby represents and warrants
that (a) the representations and warranties contained in Article V of the
Existing Credit Agreement (as amended by this Amendment) are correct in all
material respects on and as of the date hereof as though made on and as of such
date and after giving effect to the amendments contained herein, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects as
of such earlier date, and except that for purposes of this Section, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Existing Credit Agreement shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01, and (b) no Default or Event of Default exists under the Existing
Credit Agreement on and as of the date hereof and after giving effect to the
amendments contained herein.
6. Ratification
and Reaffirmation. Each Loan Party hereby ratifies the Loan
Documents to which it is a party and acknowledges and reaffirms (a) that it is
bound by all terms of such Loan Documents (as amended hereby) applicable to it
and (b) that it is responsible for the observance and full performance of its
respective Obligations under such Loan Documents.
7. Instrument
Pursuant to Existing Credit Agreement. This Amendment is a
Loan Document executed pursuant to the Existing Credit Agreement and shall
(unless otherwise expressly indicated therein) be construed, administered and
applied in accordance with the terms and provisions of the Amended Credit
Agreement.
8. No Other
Changes. Except as expressly modified and amended by this
Amendment, the Existing Credit Agreement and all other Loan Documents shall
continue in full force and effect and all the terms, provisions and conditions
of the Loan Documents shall remain unchanged.
9. Severability.
Any provision of this Amendment held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.
10. Counterparts. This
Amendment may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. Delivery of executed
counterparts of this Amendment by telecopy shall be effective as an original and
shall constitute a representation that an original shall be
delivered.
11. Governing
Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the Commonwealth of Virginia,
without giving effect to the conflict of law principles thereof.
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12. Successors
and Assigns. This Amendment
shall be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and permitted assigns.
13. Fees and
Expenses. The Borrower
shall pay to the Lenders and Agent upon demand the full amount
of all costs and expenses, including reasonable attorneys’ fees, incurred by the
Lenders and Agent in the negotiation and preparation of this
Amendment. Upon execution of this Amendment, the Borrower shall pay a
$10,000.00 loan modification fee to the Lenders and Agent.
IN WITNESS WHEREOF, the
Borrower, Agent and the Lenders have caused this Amendment to be executed under
seal by their duly authorized officers as of the date first above
written.
Remainder
of Page Intentionally Left Blank – Signature Page Follows
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SIGNATURE
PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT
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Borrower:
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HOOKER
FURNITURE CORPORATION
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By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx
X. Xxxxx
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Title: EVP
– Finance & Administration
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By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx
X. Xxxxxxxx
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Title: Secretary/Treasurer
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Agent:
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BANK
OF AMERICA, N.A.
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By:
/s/ Xxxx X.
Xxxxxxxx
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Name: Xxxx
X. Xxxxxxxx
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Title: Senior
Vice President
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Lenders:
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BANK
OF AMERICA, N.A.
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By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx
X. Xxxxxxxx
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Title: Senior
Vice President
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