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

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. Amendment of Certain Definitions .

 (a) Effective as of January 1, 2009, the definition of “Applicable Rate” in Section

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) :

(b) Effective as of January 1, 2009 , the definition of “Cash Flow” in Section 1.1 of the Existing Credit Agreement is amended to read in its entirety as follows:

“ 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.