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Hooker Furniture 8-K 2009 THIRD AMENDMENT TO CREDIT
AGREEMENT
THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of
February 19, 2009, is by and among HOOKER
FURNITURE COMPANY (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, and a Second Amendment to Credit Agreement dated as of
February 27, 2008 (such credit agreement and amendments, the “Existing Credit
Agreement”); and
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.
Amendment
of Certain Definitions.
1.1 of
the Existing Credit Agreement is amended by deleting the first sentence thereof
and replacing it with the following:
“Applicable Rate”
means, from time to time, the following percentages per annum, based upon the
Funded Debt to EBITDA ratio (the “Financial Covenant”) as set forth in the most
recent Compliance Certificate received by Agent pursuant to Section 6.02(b):
“Cash Flow” means, for
any period (a) net income, after income taxes, (b) less income or plus loss from
discontinued operations and extraordinary items, (c) plus depreciation,
depletion, amortization and other non-cash charges, (d) plus interest expense
on all obligations, and (e) minus dividends,
withdrawals, and other distributions, in each case for such period.
9 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.
10 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.
[Remainder
of Page Intentionally Left Blank – Signature Page Follows]
SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT
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