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EXHIBIT 10.3
BB&T Branch Banking & Trust Co.
400 South Lafayette Street
Shelby, NC 28150
December 7, 1998
Joe Ogburn
RSI Holdings, Inc.
28 East Court Street
Greenville, SC 29096
COMMITMENT LETTER
Dear Mr. Ogburn:
Branch Banking and Trust Company ("Bank") is pleased to offer you the following
commitment (the "Commitment") for a revolving unsecured line of credit (the
"Line of Credit"). The terms and conditions of this Commitment are as follows:
1. Borrower: RSI Holdings, Inc. (the "Borrower")
2. Purpose: The proceeds of the Line of Credit shall be used by
the Borrower for temporary working capital.
3. Amount: The maximum principal amount of the Line of Credit
shall be $150,000.00.
4. Interest Rate: The interest rate on the Line of Credit shall
be the variable rate per annum of the Bank's Prime Rate to be
adjusted daily as the Bank's Prime Rate changes.
5. Expiration and Maturity: The Line of Credit shall expire on
January 25, 2000 (the "Maturity Date").
6. Repayment Terms: Accrued interest only shall be repayable
monthly beginning on January 25, 1999. One final payment of
all principal and accrued interest shall be due on the
Maturing Date.
7. Payout Period: No payout is required under the Line of Credit
prior to the Maturity Date.
8. Co-makers/Guarantors: Buck A. Mickel, Charles C. Mickel and
Minor Mickel Shaw shall be required to guarantee the Line of
Credit to a limit of $50,000 each.
9. Commitment/Origination Fee: An origination fee of $375.00
shall be payable by Borrower to Bank at closing
10. Advances: Funds shall be advanced under the Line of Credit at
the request of the Borrower.
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11. Year 2000 Compliance: The Bank and borrower will review the
BB&T Year 2000 Client Questionnaire prior to closing. Based
on the responses in such Questionnaire, Bank may require
Borrower to furnish periodic reports on its Year 2000
readiness and/or comply with covenants regarding Year 2000
readiness and/or engage an independent consultant to assess
and prepare a plan to achieve Year 2000 readiness.
12. Documentation: At Loan closing, the Borrower shall execute a
promissory note and other related documents and instruments
(the "Loan Documents") satisfactory to the Bank to evidence
and secure the Loan.
13. Credit Qualifications: This Commitment is issued in reliance
upon the accuracy and completeness of all information
furnished by or for the Borrower and any co-signers or
guarantors and is subject to the continued accuracy and
completeness of all such information. The extension of credit
by the Bank pursuant to this Commitment is subject to the
condition precedent that the Borrower and any co-signers or
guarantors shall after the date hereof maintain a financial
condition acceptable to the Bank in its sole discretion. In
addition, the Line of Credit is conditioned upon there being
no material adverse change which threatens the Borrower's
ability to repay the Line of credit or pledge the Collateral
to secure repayment.
14. Financial Information: While the Line of Credit is available
to the Borrower, the Borrower shall provide the Bank with
annual audited financial statements within 120 days of the
Borrower's fiscal year end. Also, all guarantors shall
furnish annual personal financial statements. In addition,
Borrower shall supply Bank with such other financial
information as the Bank may reasonably request from time to
time. All financial information shall be prepared in
accordance with GAAP and must be certified true and correct
by the Borrower.
15. Banking Relationship: The Borrower agrees to maintain its
primary depository account(s) with the Bank.
16. Conflicting Provisions: If any of the provisions of this
commitment letter shall be constructed to conflict with any
terms or provisions contained in the Loan Documents, then the
Loan Documents shall take priority.
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This Commitment is open for you acceptance until the close of business on
December 25, 1998 (the "Expiration Date"), at which time this Commitment
expires if not accepted and returned to the Bank. In addition, this Commitment
shall expire and the Bank shall not be required to establish the Line of Credit
if the Loan Documents are not executed by December 31, 1998. To acknowledge
your acceptance, please return a signed copy of this letter to my attention at
the following address on or before the Expiration Date.
Branch Banking and Trust Company
400 S. Lafayette Street
Shelby, NC 28150
Very truly yours,
BRANCH BANKING AND TRUST COMPANY
By: /s/ Jamey Davis
Jamey Davis
Title: Vice President
Phone: 704-487-2951
The foregoing terms and conditions are hereby accepted and agreed to this 14th
day of December, 1998.
RSI Holdings, Inc.
By: /s/ Joe F. Ogburn
Title: V. P. & Treasurer
GURANTORS:
/s/ Buck A. Mickel
Buck A. Mickel
/s/ Charles C Mickel
Charles C. Mickel
/s/ Minor Mickel Shaw
Minor Mickel Shaw