Wellington Hall Ltd – NOTE (March 23rd, 2001)EXHIBIT 10.37 NOTE Lexington, North Carolina April 30, 2000 $110,000 FOR VALUE RECEIVED, the undersigned promises to pay to the order of Ernst B. Kemm, on the thirteenth month from all current dates, the balance of the principal outstanding of up to the sum of One Hundred and Ten Thousand Dollars, ($110,000). with interest from date at the the rate of 1 1/2% above prime (prime as used in this note shall be the prime as established by Lexington State Bank). Interest shall be payable monthly beginning June 1, 2000. This note shall be secured by a pledge of the inventory and machinery and equipment of Wellington Hall, Limited (subject to a prior pledge of the machinery and equipment to the Lexington State Bank and subject to and subordinate to any loans made by Wellington Hall, Limited, with liens on the inventory, equipment, and machinery pledged by the undersigned
Wellington Hall Ltd – PROMISSORY NOTE (December 15th, 2000)Exhibit #10.40 SATISFACTION: The debt evidenced by this Note has been satisfied in full this 31 day of August__, 2000 ------ Signed :__________________________ PROMISSORY NOTE $___194,350,23____ HIGH POINT_____, NC March 31_______,2000 FOR VALUE RECEIVED the undersigned, jointly and severally, promise to pay to Hayworth Roll & Panel, Co., Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- or order, -------------------------------- principal sum of ONE HUNDRED NINETY FOUR THOUSAND, THREE HUNDRED FIFTY AND 27/100______ (10.00) per annum on the unpaid balance until paid or until default, both principal and interest payable in lawful money of the United States of America, at the office of HAYWORTH ROLL & PANEL CO., INC. P.O. BOX 2244 HIGH POINT, NC 27261-
Wellington Hall Ltd – NOTE (July 31st, 2000)EXHIBIT 10.37 NOTE Lexington, North Carolina April 30, 2000 $110,000 FOR VALUE RECEIVED, the undersigned promises to pay to the order of Ernst B. Kemm, on the thirteenth month from all current dates, the balance of the principal outstanding of up to the sum of One Hundred and Ten Thousand Dollars, ($110,000). with interest from date at the the rate of 1 1/2% above prime (prime as used in this note shall be the prime as established by Lexington State Bank). Interest shall be payable monthly beginning June 1, 2000. This note shall be secured by a pledge of the inventory and machinery and equipment of Wellington Hall, Limited (subject to a prior pledge of the machinery and equipment to the Lexington State Bank and subject to and subordinate to any loans made by Wellington Hall, Limited, with liens on the inventory, equipment, and machinery pledged by the undersigned to any outside lender.) Up
Wellington Hall Ltd – NOTE MODIFICATION AGREEMENT (July 29th, 1999)Exhibit 10:36 NOTE MODIFICATION AGREEMENT This Note Modification Agreement is made the 27th day of July, 1999, by and between the undersigned parties with regard to the obligation described below, which obligation shall hereinafter be referred to as the "Note". Date of Note: 6/16/99 Original Amount of Note $1,529,784.00 ----------- -------------------- Interest Rate: LSB Prime variable plus .75% (8.50%) ----------------------------------------------------------- Payable: 11 payments of $19,000 beginning 7/16/99 with final payment ----------------------------------------------------------- of unpaid principal plus accrued interest due June 16, -----------------------------------------------------------
Wellington Hall Ltd – COMMERCIAL SECURITY AGREEMENT (July 29th, 1999)Exhibit 10:28 COMMERCIAL SECURITY AGREEMENT --------------------------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $1,529,784.00 06-16-1999 06-16-2000 *** 3200548-9002 076 --------------------------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing *** has been omitted due to text length limitations. -------------------------------------------------------------------------------- GRANTOR: WELLINGTON HALL,
Wellington Hall Ltd – PROMISSORY NOTE (July 29th, 1999)EXHIBIT 10:29 PROMISSORY NOTE --------------------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials $1,529,784.00 06-16-1999 06-16-2000 *** 3200548-9002 076 --------------------------------------------------------------------------------------------------------- References in shaded area are for Lender's use only and do not limit the applicability of this document to an particular loan or item. Any item above containing *** has been omitted due to text length limitations. -------------------------------------------------------------------------------- BORROWER: Wellington Hall,
Wellington Hall Ltd – BUSINESS LOAN AGREEMENT (July 29th, 1999)EXHIBIT 10:31 BUSINESS LOAN AGREEMENT -------------------------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No Call Collatera Account Officer Initials $300,000.00 06-16-99 06-16-2000 *** 3200548-0401 076 -------------------------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing *** has been omitted due to text length limitations. --------------------------------------------------------------------------------
Wellington Hall Ltd – MARKETING AGREEMENT BETWEEN- (July 29th, 1999)Exhibit 10.34 MARKETING AGREEMENT BETWEEN- FURNITURE CLASSICS, LTD. 2314 COLONIAL AND 23RD STREET NORFOLK, VA 23517 AND WELLINGTON HALL, LTD. 425 JOHN WARD RD. LEXINGTON, NC 27293 This agreement, entered into this 4th Day of May, 1999, by and between Furniture Classics, Ltd. of Norfolk, Virginia, hereinafter referred to as the PRODUCER, and Wellington Hall, Ltd., of Lexington, North Carolina, hereinafter referred to as the DISTRIBUTOR, shall be subject to the following terms and conditions. GRANTS OF RIGHTS: The Producer hereby grants to the Distributor the exclusive rights to offer, promote, market and distribute to the National and International markets the Mirrors and Furniture as listed in the Addendum attached to this Agreement. The Producer will not market the same products which the producer supplies to the Distributor. The Producer hereby guarantees that all mirrors, provided the Distri
Wellington Hall Ltd – THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN (July 29th, 1999)Exhibit 10.35 THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE TRANSFERRED BY SALE, GIFT, PLEDGE OR OTHERWISE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH REGISTRATION OR QUALIFI-CATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE OR, AN OPINION OF COUNSEL AND OTHER ASSURANCES SATISFACTORY TO THE CORPORATION THAT REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated July 22 ,1999 -------------------- WARRANT To Purchase share of Common Stock 100,000 shares at $0.30 per share exercisable until October 31, 1999 100,000 shares at $0.40 per share exercisable until July 3
Wellington Hall Ltd – COMMERCIAL PLEDGE AGREEMENT (July 29th, 1999)Exhibit 10:30 COMMERCIAL PLEDGE AGREEMENT -------------------------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $1,529,784.00 06-16-1999 06-16-2000 *** 3200548-9002 076 -------------------------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing *** has been omitted due to text length limitations. -------------------------------------------------------------------------------- GRANTOR: WELLINGTON HALL, LIMITED
Wellington Hall Ltd – LEASE AGREEMENT (July 29th, 1999)EXHITBIT 10.33 STATE OF NORTH CAROLINA COUNTY OF GUILFORD LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into this the 26th day of April, 1999. by and between the following parties: PHILLIPS INTERESTS 3, INC. ("Landlord") Post Office Box 1470 High Point, North Carolina 27261 Attention: Mr. Earl N. Phillips, Jr. and Wellington Hall Limited, Inc. P.O. Box 1354 Lexington, North Carolina 27293 Attention: Mr. Hoyt Hackney, Jr. A. FUNDAMENTAL LEASE PROVISIONS Certain fundamental lease provisions are set forth in this section and represe
Wellington Hall Ltd – PROMISSORY NOTE (July 29th, 1999)EXHIBIT 10:32 PROMISSORY NOTE ----------------------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials $300,000 06-16-1999 06-16-2000 *** 3200548-0401 076 ----------------------------------------------------------------------------------------------------------- References in shaded area are for Lender's use only and do not limit the applicability of this document to an particular loan or item. Any item above containing *** has been omitted due to text length limitations. -------------------------------------------------------------------------------- BORROWER: Welling
Wellington Hall Ltd – NOTE MODIFICATION AGREEMENT (September 15th, 1998)Exhibit Number 10.28 NOTE MODIFICATION AGREEMENT This Note Modification Agreement is made the 14th day of August, 1998 by and between the undersigned parties with regard to the obligation described below, which obligation shall hereinafter be referred to as the "Note": Date of Note January 26, 1997 Original Amount of Note: $250,000.00 ---------------- -------------------- Interest Rate LSB Prime + 1.5% ------------------------------------------------------------------ Payable Outstanding principal plus interest due January 16, 1998 with monthly ------------------------------------------------------------------------ interest payments begin February 16, 1997 ------------------------------------------------------------------------ Security $650,000.00 Deed of Trust dated April 15, 1987; Assignment of Life ----------------------------------------------
Wellington Hall Ltd – FIRST AMENDMENT TO LEASE (March 17th, 1998)STATE OF NORTH CAROLINA FIRST AMENDMENT TO LEASE COUNTY OF GUILFORD THIS FIRST AMENDMENT TO LEASE made and entered into as of this first day of March, 1998, by and between PHILLIPS INTERESTS 3, INC. (formerly known as North Hamilton Corporation) ("Landlord"), a North Carolina corporation with offices in High Point, North Carolina; and Wellington Hall, Limited ("Tenant"), A North Carolina corporation with offices in Lexington, North Carolina. RECITALS A. Landlord and Tenant have previously entered into a Lease Agreement dated November 1, 1993, (the "Lease"), pursuant to which Landlord leased to Tenant certain space in the furniture showroom located at 330 North Hamilton Street in High Point, North Carolina, on the terms and conditions set forth in the Lease. B. Landlord and Tenant have agreed to modify certain provisions of the Lease, on the terms and c
Wellington Hall Ltd – NOTE MODIFICATION AGREEMENT (March 17th, 1998)NOTE MODIFICATION AGREEMENT This Note Modification Agreement is made the 6th day of February, 1998 by and between the undersigned parties with regard to the obligation described below, which obligation shall hereinafter be referred to as the "Note": Date of Note January 16, 1997 Original Amount of Note: $250,000.00 --------------------- -------------- Interest Rate LSB Prime variable + 1.5% --------------------------------------------------------------- Payable: Outstanding principal plus interest due January 16, 1998 with --------------------------------------------------------------- monthly interest payments begin February 16, 1997. --------------------------------------------------------------- Security: $650,000.00 Deed of Trust dated 4/15/97; Assignment of Life ---------------------------
Wellington Hall Ltd – SECOND AMENDMENT TO LOAN AGREEMENT (March 17th, 1997)1 EXHIBIT 10.18 SECOND AMENDMENT TO LOAN AGREEMENT Dated as of March 10, 1997 This SECOND AMENDMENT is made by and between WELLINGTON HALL CARIBBEAN CORPORATION, a corporation organized and existing under the laws of the state of North Carolina (the "Company"), and the OVERSEAS PRIVATE INVESTMENT CORPORATION, an agency of the United States of America ("OPIC"). WITNESSETH: WHEREAS, the Company and OPIC entered into a loan agreement dated December 22, 1989 which was amended pursuant to a First amendment to Loan Agreement dated as of September 1, 1994 (as amended, the "Loan Agreement"; capitalized terms used but not defined herein having the meanings ascribed to such terms in the Loan Agreement); WHEREAS, pursuant to the Loan Agreement, OPIC lent the Company the sum of U.S. $1,300,000 (the "Loan"),
Wellington Hall Ltd – NONQUALIFIED STOCK OPTION AGREEMENT (February 20th, 1997)1 EXHIBIT 10(w) WELLINGTON HALL, LIMITED 1997 STOCK OPTION AND RESTRICTED STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement") is made and entered into as of February 10, 1997, by and between Wellington Hall, Limited, a North Carolina corporation (the "Company"), and Arthur F. Bingham, a key employee of the Company (the "Optionee"): W I T N E S S E T H: WHEREAS, the Company desires to provide the Optionee with an incentive to remain in the employment of the Company and an opportunity to purchase common stock of the Company, so that the Optionee may acquire or increase a proprietary interest in the Company's success, and WHEREAS, the Company desires to grant the Optionee a nonqualified stock option under Article II of the Co
Wellington Hall Ltd – Promissory Note (February 20th, 1997)1 EXHIBIT 10(q) Promissory Note ------------------------------------------------------------------------------------------------------------------------------ Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials $250,000.00 01-16-1997 01-16-1998 0123200548 76 ------------------------------------------------------------------------------------------------------------------------------ References in the shaded area are for Lender's use only and do not limit the applicability of this documents to any particular loan or item. ------------------------------------------------------------------------------------------------------------------------------
Wellington Hall Ltd – ADDENDA TO EMPLOYMENT AND STOCK PURCHASE AGREEMENT (February 20th, 1997)1 EXHIBIT 10(u) ADDENDA TO EMPLOYMENT AND STOCK PURCHASE AGREEMENT BETWEEN WELLINGTON HALL LIMITED AND ARTHUR F. BINGHAM DATED SEPTEMBER 1, 1996 (THE "AGREEMENT") The parties to the Agreement do hereby amend the Agreement as hereinafter set forth effective this 10th day of February, 1997: Paragraph 13 shall be stricken in its entirety and in lieu thereof substitute the following: "13. Stock Purchase Agreement. Company intends to file a registration statement pursuant to the Securities Act of 1933, as amended, whereby Company would offer to shareholders the nontransferable right to purchase one share of Common Stock of Company at Fifty Cents (50c.) per share for each share held as of a record date established by Company and offer any remaining shares first to shareholders
Wellington Hall Ltd – INCENTIVE STOCK OPTION AGREEMENT (February 20th, 1997)1 Page 1 EXHIBIT 10(y) WELLINGTON HALL, LIMITED 1997 STOCK OPTION AND RESTRICTED STOCK PLAN INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement") is made and entered into as of February 10, 1997, by and between Wellington Hall, Limited, a North Carolina corporation (the "Company), and Ralph L. Eskelsen, a key employee of the Company (the "Optionee"): W I T N E S S E T H: WHEREAS, the Company desires to provide the Optionee with an incentive to remain in the employment of the Company and an opportunity to purchase common stock of the Company, so that the Optionee may acquire or increase a proprietary interest in the Company's success, and WHEREAS, the Company desires
Wellington Hall Ltd – INCENTIVE STOCK OPTION AGREEMENT (February 20th, 1997)1 EXHIBIT 10(x) WELLINGTON HALL, LIMITED 1997 STOCK OPTION AND RESTRICTED STOCK PLAN INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement") is made and entered into as of February 10, 1997, by and between Wellington Hall, Limited, a North Carolina corporation (the "Company"), and Arthur F. Bingham, a key employee of the Company (the "Optionee"): W I T N E S S E T H: WHEREAS, the Company desires to provide the Optionee with an incentive to remain in the employment of the Company and an opportunity to purchase common stock of the Company, so that the Optionee may acquire or increase a proprietary interest in the Company's success, and WHEREAS, the Company desires to grant the Optionee incentive stock options under Article II of the Company's
Wellington Hall Ltd – LOAN AGREEMENT (February 20th, 1997)1 EXHIBIT 10(h) LOAN AGREEMENT This agreement, made this 24th day of July, 1990, between Wellington Hall Limited, a North Carolina corporation of Highway 29-70 North, Lexington, North Carolina, hereinafter referred to as the Borrower, and Lexington State Bank, Lexington, North Carolina, hereinafter referred to as the Bank: W I T N E S S E T H : The Borrower has requested financing in the amount of $200,000 for improvements to the air quality system of its manufacturing facility. Borrower has also requested that the Bank increase Borrower's line of credit for its anticipated working capital requirements. The Bank has consented to provide Borrower with a loan for its proposed capital improvements and is willing to increase Borrower's $800,000 line of credit to $900,000 upon the terms and conditions herein set forth.
Wellington Hall Ltd – EMPLOYMENT AGREEMENT (February 20th, 1997)1 EXHIBIT 10(t) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), made effective December 1, 1996, by and between Wellington Hall, Limited, a North Carolina corporation ("Company"), Ralph L. Eskelsen, Jr. of San Pedro Sula, Honduras ("Eskelsen") and Muebles Wellington Hall, S.A. ("Muebles"); WITNESSETH: WHEREAS, the Company owns a business located North of Lexington, North Carolina, on Interstate 85, and through its wholly owned subsidiary, Wellington Hall Caribbean Corp, the Company is the owner of Muebles in San Pedro Sula, Honduras; and WHEREAS, Eskelsen is presently General Manager and Director of Muebles (a subsidiary of the Company since July 1989); and WHEREAS, Company, Eskelsen and Muebles desire to reduce Eskelsen's Employment Agreement to writing; and WHEREAS, the Company desires
