EXHIBIT 10.5
April 6, 2001
Mr. E. Larry Ryder
Executive Vice President-Finance &
Administration
Hooker Furniture Corporation
Post Office Box 4708
Martinsville, VA 24115
Dear Larry:
Branch Banking and Trust Company ("Bank") is pleased to renew its formal line of
credit from $18,000,000 to $20,000,000 to accommodate the issuance of Letters of
Credit on behalf of Hooker Furniture Corporation. Terms and conditions of this
commitment are as follows:
Borrower: The Borrower shall be Hooker Furniture Corporation.
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Purpose: The line of credit shall be used exclusively for the issuance of
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Commercial Letters of Credit as required in normal operations.
Amount: The maximum amount of this line of credit shall be Twenty Million
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Dollars ($20,000,000).
Term: This commitment shall be outstanding until April 30, 2002, at which
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time it will expire and be subject to review. All Letters of Credit issued under
this line shall remain in force until their respective dates of expiration.
Advances/Repayment: Each Letter of Credit will be issued under the $20,000,000
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Promissory Note to be executed by Borrower. Any advance of funds by BB&T
resulting from the issuance of Letters of Credit shall be repayable upon demand.
Interest Rate: The Promissory Note backing Letters of Credit issued under this
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line shall bear interest at BB&T's Prime Rate adjusted daily as prime changes.
Collateral: Unsecured.
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Fees: Hooker Furniture Corporation and BB&T International Services Division
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shall agree upon all fees.
Financial Reporting: The Borrower shall furnish to BB&T an audited Annual
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Report within 120 days of each fiscal year end and quarterly unaudited financial
statements within 45 days of each fiscal quarter end.
April 6, 2001
Page 2
Other: The Borrower must at all times maintain a financial condition
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satisfactory to BB&T, including no events of default with other lenders. Any
such event of default, notice of which must be given to BB&T immediately,
constitutes an event of default under this commitment.
Larry, we sincerely appreciate your business and look forward to continuing our
mutually beneficial relationship with Hooker Furniture. If the terms of our
commitment described above are acceptable, please indicate by signing, dating,
and returning the original of this letter to my attention before April 30, 2001.
Thank you for your assistance in this request. If you have any questions or
concerns, please give me a call at 666-8570.
Sincerely,
/s/ Carolyn S. Shough
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Carolyn S. Shough
Vice President-Business Services Officer
Accepted this 11th day of April, 2001
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HOOKER FURNITURE CORPORATION
By: /s/ E. Larry Ryder
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E. Larry Ryder
Title: Executive Vice President-Finance
& Administration
By: /s/ Robert W. Sherwood
------------------------------------
Robert W. Sherwood
Title: Vice President-Credit, Secretary,
& Treasurer
BB&T
PROMISSORY NOTE
Borrower: Hooker Furniture Corporation
Account Number: 9530265983 Note Number: 90001
Address: P. O. Box 4708 Date: April 6, 2001
Martinsville, Virginia 24115
THE UNDERSIGNED REPRESENTS THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED FOR
BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES. For value received, the
undersigned, jointly and severally, if more than one, promises to pay to BRANCH
BANKING AND TRUST COMPANY OF VIRGINIA, a Virginia banking corporation (the
"Bank"), or order, at any of Bank's offices in the above referenced city (or
such other place or places that may be hereafter designated by Bank), the sum of
Twenty Million Dollars and no/100th ($20,000,000.00), in immediately available
coin or currency of the United States of America.
Interest shall accrue from the date hereof on the unpaid principal balance
outstanding from time to time at the:
- - Variable rate of the Bank's Prime Rate per annum to be adjusted daily as
the Bank's Prime Rate changes.
Principal and interest is payable as follows:
- - Principal plus accrued interest is due in full on demand. Prior to an event
of default, Borrower may borrow, repay, and reborrow hereunder pursuant to
the terms of the Commitment Letter, hereinafter defined.
In addition, the undersigned promises to pay to Bank, or order, a late fee
in the amount of four percent (4%) of any installment past due for fifteen (15)
or more days. When any installment payment is past due for fifteen (15) or more
days, subsequent payments shall first be applied to the past due balance. All
interest shall be computed and charged for the actual number of days elapsed on
the basis of a year consisting of three hundred sixty (360) days. In the event
periodic accruals of interest shall exceed any periodic fixed payment amount
described above, the fixed payment amount shall be immediately increased, or
additional supplemental interest payments required on the same periodic basis as
specified above (increased fixed payments or supplemental payments to be
determined in the Bank's sole discretion), in such amounts and at such times as
shall be necessary to pay all accruals of interest for the period and all
accruals of unpaid interest from previous periods. Such adjustments to the fixed
payment amount or supplemental payments shall remain in effect for so long as
the interest accruals shall exceed the original fixed payment amount and shall
be further adjusted upward or downward to reflect changes in the variable
interest rate. In no event shall the fixed payment amount be reduced below the
original fixed payment amount specified above.
This note ("NOTE") is given by the undersigned in connection with the following
agreements (if any) between the undersigned and the Bank:
- - Commitment Letter dated April 6, 2001, executed by Hooker Furniture
Corporation.
All of the terms, conditions and covenants of the above described
agreements (the "Agreements") are expressly made a part of this Note by
reference in the same manner and with the same effect as if set forth herein at
length and any holder of this Note is entitled to the benefits of and remedies
provided in the Agreements and any other agreements by and between the
undersigned and the Bank.
In addition to collateral pledged pursuant to the terms of the Agreements
(if any) described above, the undersigned, as collateral security for the
indebtedness evidenced by this note, hereby grants the Bank a security interest
and lien in and to all deposit accounts, certificates of deposit, securities and
stocks now or hereafter in Bank's possession or on deposit with the Bank.
If any stock or securities are pledged to Bank herein, the security
interest includes all stock splits, reissued shares, substituted shares, and all
proceeds thereof, which the undersigned promises to deliver to Bank.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or of any other right on any future occasion. Every
one of the undersigned and every endorser or guarantor of this note regardless
of the time, order or place of signing waives presentment, demand, protest and
notices of every kind and assents to any one or more extensions or postponements
of the time of payment or any other indulgences, to any substitutions, exchanges
or releases of collateral if at any time there be available to the holder
collateral for this note, and to the additions or releases of any other parties
or persons primarily or secondarily liable.
The failure to pay any part of the principal or interest when due on this
Note or to fully perform any covenant, obligation or warranty on this or on any
other liability to the Bank by any one or more of the undersigned, by any
affiliate of the undersigned (as defined in 11 USC Section (101) (2)), or by any
guarantor or surety of this Note (said affiliate, guarantor, and surety are
herein called Obligor), or if any financial statement or other representation
made to the Bank by any of the undersigned or any Obligor shall be found to be
materially incorrect or incomplete, or in the event the default pursuant to any
of the Agreements or any other obligation of any of the undersigned or any
Obligor in favor of the Bank, or in the event the Bank demands that the
undersigned secure or provide additional security for its obligations under this
Note and security deemed adequate and sufficient by the Bank is not given when
demanded, or in the event one or more of the undersigned or any Obligor shall
die, terminate its existence, allow the appointment of a receiver for any part
of its property, make an assignment for the benefit of creditors, or where a
proceeding under bankruptcy or insolvency laws is initiated by or against any of
the undersigned or any Obligor, or in the event the Bank should otherwise deem
itself, its security interest, or any collateral unsafe or insecure; or should
the Bank in good faith believe that the prospect of payment or other performance
is impaired, or if there is an attachment, execution, or other judicial seizure
of all or any portion of the Borrower's or any Obligor's assets, including an
action or proceeding to seize any funds on deposit with the
BBT472(9609) Page 1 of 2
Bank, and such seizure is not discharged within 20 days, or if final judgment
for the payment of money shall be rendered against the Borrower or any Obligor
which is not covered by insurance and shall remain undischarged for a period of
30 days unless such judgment or execution thereon is effectively stayed, or the
termination of any guaranty agreement given in connection with this Note, then
any one of the same shall be a material default hereunder and this Note and
other debts due the Bank by any one or more of undersigned shall immediately
become due and payable without notice, at the option of the Bank. From and after
any event of default hereunder, interest shall accrue on the sum of the
principal balance and accrued interest then outstanding at the variable rate
equal to the Bank's Prime Rate plus 5% per annum ("Default Rate"), provided that
such rate shall not exceed at any time the highest rate of interest permitted by
the laws of the State of Virginia, and further provided that such rate shall
apply after judgment. In the event of any default, the then remaining unpaid
principal amount and accrued but unpaid interest then outstanding shall bear
interest at the Default Rate called for hereunder until such principal and
interest have been paid in full. In addition, upon default, the Bank may pursue
its full legal remedies at law or equity, and the balance due hereunder may be
charged against any obligation of the Bank to any party including any Obligor.
Bank shall not be obligated to accept any check, money order, or other payment
instrument marked "payment in full" on any disputed amount due hereunder, and
Bank expressly reserves the right to reject all such payment instruments.
Borrower agrees that tender of its check or other payment instrument so marked
will not satisfy or discharge its obligation under this Note, disputed or
otherwise, even if such check or payment instrument is inadvertently processed
by Bank unless in fact such payment is in fact sufficient to pay the amount due
hereunder.
The term "Prime Rate," if used herein, means the rate of interest per annum
announced by the Bank from time to time and adopted as its Prime Rate. The Prime
Rate is one of several rate indexes employed by the Bank when extending credit.
Any change in the interest rate resulting from a change in the Bank's Prime Rate
shall become effective as of the opening of business on the effective date of
the change. If this Note is placed with an attorney for collection, the
undersigned agrees to pay, in addition to principal and interest, all costs of
collection, including but not limited to reasonable attorneys' fees. All
obligations of the undersigned and of any Obligor shall bind his heirs,
executors, administrators, successors, and/or assigns. Use of the masculine
pronoun herein shall include the feminine and the neuter, and also the plural.
If more than one party shall execute this Note, the term "undersigned" as used
herein shall mean all the parties signing this Note and each of them, and all
such parties shall be jointly and severally obligated hereunder. Wherever
possible, each provision of this Note shall be interpreted in such a manner to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under such law, such provision shall be
ineffective but only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note. All of the undersigned hereby waive all exemptions and homestead laws. The
proceeds of the loan evidenced by this Note may be paid to any one or more of
the undersigned. From time to time the maturity date of this Note may be
extended, or this Note may be renewed in whole or in part, or a new note of
different form any be substituted for this Note, or the rate of interest may be
modified, or changes may be made in consideration of loan extensions, and the
holder hereof, from time to time may waive or surrender, either in whole or in
part any rights, guaranties, secured interest, or liens, given for the benefit
of the holder in connection with the payment and the securing the payment of
this Note; but no such occurrence shall in any manner affect, limit, modify, or
otherwise impair any rights, guaranties or security of the holder not
specifically waived, released, or surrendered in writing, nor shall the
undersigned makers, or any guarantor, endorser, or any person who is or might be
liable hereon, either primarily or contingently, be released from such event.
The holder hereof, from time to time, shall have the unlimited right to release
any person who might be liable hereon, and such release shall not affect or
discharge the liability of any other person who is or might be liable hereon. No
waivers and modifications shall be valid unless in writing and signed by the
Bank. The Bank may, at its option, charge any fees for the modification,
renewal, extension, or amendment of any of the terms of the Note permitted by
N.C.G.S.ss.24-1 .1. In case of a conflict between the terms of this Note and the
Loan Agreement or Commitment Letter issued in connection herewith, the priority
of controlling terms shall be first this Note, then the Loan Agreement, and then
the Commitment Letter. This Note shall be governed by and construed in
accordance with the laws of Virginia; provided however that any Mortgage
encumbering the Borrower's property in South Carolina shall be governed by and
construed in accordance with the laws of South Carolina, and the Borrower hereby
submits to the jurisdiction of South Carolina in connection with any foreclosure
or enforcement proceeding undertaken in connection with the Borrower's property
situated in South Carolina.
IN WITNESS WHEREOF, the undersigned, on the day and year first written
above, has caused this note to be executed under seal.
HOOKER FURNITURE CORPORATION
ATTEST: /s/ Robert W. Sherwood By: /s/ E. Larry Ryder
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Robert W. Sherwood E. Larry Ryder
Title: Vice President-Credit, Secretary, Title: Senior Vice President-Finance
& Treasurer & Administration
By: /s/ Robert W. Sherwood
--------------------------------
Robert W. Sherwood
Title: Vice President-Credit,
Secretary & Treasurer
BBT472 (9609) Page 2 of 2