4.3(c) -
Amendment to Credit Agreement
 SECOND
AMENDMENT TO CREDIT AGREEMENT
 
 
 THIS SECOND
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as
of February 27, 2008 is by and among HOOKER FURNITURE CORPORATION, a
Virginia corporation (the “Borrower”), THE
PERSONS IDENTIFIED AS THE LENDERS ON THE SIGNATURE PAGES HERETO (the “Lenders”), and BANK
OF AMERICA, N.A., as Agent for the Lenders (the “Agent”).
 W
I T N E S S E T H:
 
 WHEREAS,
pursuant to that certain Credit Agreement dated as of April 30, 2003, as amended
by that certain First Amendment to Credit Agreement dated as of February 18,
2005 and as further amended from time to time (the “Existing Credit
Agreement”) among the Borrower, the Lenders and the Agent, the Lenders
have extended commitments to make certain credit facilities available to the
Borrower;
 
 WHEREAS, the Borrower has requested that the
Lenders make certain amendments to the Existing Credit Agreement;
and
 
 WHEREAS, the Lenders have agreed 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 agreements herein contained and other good
and valuable consideration, the parties hereby agree as follows:
  PART
I
 DEFINITIONS
 
 SUBPART
1.1.  Certain
Definitions.  Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Amendment, including its
preamble and recitals, have the following meanings:
 
 “Amended Credit
Agreement” means the Existing Credit Agreement as amended
hereby.
 
 “Second Amendment Effective
Date” shall have the meaning set forth in Subpart 3.1.
 
 SUBPART
1.2.  Other
Definitions.  Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment, including its preamble and
recitals, have the meanings provided in the Amended Credit
Agreement.
  PART
II
 AMENDMENTS TO
EXISTING CREDIT AGREEMENT
 
 SUBPART
2.1.  Amendment to Section
1.1.  Effective on (and subject to the occurrence of) the
Second Amendment Effective Date, the definition of “Revolving Loan Maturity
Date”, in Section 1.1 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:
 
 “Revolving Loan Maturity
Date” means March 1, 2011.
 
 SUBPART
2.2.  Amendment to Schedule
2.01.  Effective on (and subject to the occurrence of) the
Second Amendment Effective Date, Schedule 2.01 of the Existing Credit Agreement
is hereby amended to read as provided on Schedule 2.01 attached
hereto.
 PART
III
 CONDITIONS TO
EFFECTIVENESS
 
 SUBPART
3.1.  Second
Amendment Effective Date.  This Amendment shall be and become
effective as of the date hereof when all of the conditions set forth in this
Part III
shall have been satisfied (the “Second Amendment Effective
Date”), and thereafter this Amendment shall be known, and may be referred
to, as the “Second
Amendment.”
 
 SUBPART
3.2.  Execution of Counterparts of
Amendment.  The Agent shall have received counterparts of this
Amendment, which collectively shall have been duly executed on behalf of the
Borrower, the Agent and the Lenders.
 
 SUBPART
3.3.  Fees
and Expenses.  The Borrower shall have paid all reasonable fees
and expenses of the Agent and the Lenders in connection with this Amendment and
the extensions of credit hereunder.
 
 PART
IV
 MISCELLANEOUS
 
 SUBPART
4.1.  Cross-References.  References
in this Amendment to any Part or Subpart are, unless otherwise specified, to
such Part or Subpart of this Amendment.
 
 
 SUBPART
4.2.  References in Other Credit
Documents.  At such time as this Amendment shall become
effective pursuant to the terms of Subpart 3.1, 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.
 
 SUBPART
4.3.  Representations and
Warranties of the Borrower.  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 Subpart
4.3, 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.
 
 SUBPART 4.4  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.
 
 SUBPART 4.5  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.
 
 SUBPART
4.6  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.
 
 SUBPART
4.7  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.
 
 SUBPART
4.8.  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.
 
 SUBPART
4.9.  Governing Law. THIS
AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
 
 SUBPART
4.10.  Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
 
 
 
 Each of the
parties hereto has caused a counterpart of this Amendment to be duly executed
and delivered as of the date first above written.
 
  BORROWER:
 HOOKER
FURNITURE CORPORATION,
 a Virginia
corporation
  By:  /s/ Edwin L.
Ryder
 Name:  Edwin L.
Ryder
 Title:  Executive Vice
President
 
  By:  /s/ Robert W.
Sherwood
 Name:  Robert W.
Sherwood
 Title:  Secretary/Treasurer
 
 
 AGENT:                                                                           BANK OF AMERICA, N.A.,as Agent
  By:  /s/ Greg L.
Richards
 Name:  Greg L.
Richards
 Title:  Senior Vice
President
 
 
 LENDERS:                                                                            BANK OF AMERICA, N.A.,as a Lender
  By:  /s/ Greg L.
Richards
 Name:  Greg L.
Richards
 Title:  Senior Vice
President
 
 
 
 
 
 SCHEDULE 2.01
 
 COMMITMENTS
 AND
PRO RATA SHARES
 
 Lender
              Revolving
      Commitment
              Tranche
      A
                Term
      Loan Commitment
              Tranche
      B
                Term
      Loan Commitment
              Pro
      Rata ShareBank of
      America, N.A.
              $15,000,000.00
              $18,319,184.65
              $0.00
              100%Total
              $15,000,000.00
              $18,319,184.65
              $0.00
              100%