IN PARTNERSHIP WITH

W.S. BADCOCK HOME FURNITURE & MORE

FLORIDA FIRST CAPITAL FINANCE CORPORATION Contact: Address:

Claire A. Huse, SVP P.O. Box 4166, Tallahassee, FL 32315 (Mailing) 1351 N. Gadsden Rd., Tallahassee, FL 32303 (Street) Toll Free: 888-320-5504 Fax: 850-681-3699 Email: [email protected] Web Site:www.ffcfc.com

W. S. BADCOCK HOME FURNITURE & MORE Contact: Address:

Mary Anne Key, Business Analyst PO Box 497, Mulberry, FL 33860 (Mailing) 200 Phosphate Blvd., Mulberry, FL 33860 (Street) Phone: 863-869-7967 Email: [email protected]

Fax: 863-425-7600 Web Site: www.badcock.com

504 LOAN APPLICATION

U.S. SMALL BUSINESS ADMINISTRATION 504 LOAN PROGRAM

FLORIDA FIRST CAPITAL FINANCE CORPORATION

Memorandum To:

Badcock Home Furniture & More Dealers

From:

Claire A. Huse, FFCFC

Re:

U.S. Small Business Administration 504 Loan for the Purchase, Renovation or Construction of a Badcock Home Furniture & More Store

Thank you for your interest in the Small Business Administration’s 504 Loan Program, administered by Florida First Capital Finance Corporation. Our goal is to make the application process a quick and efficient one. We believe our new partnership W. S. Badcock & More is invaluable to limit the information gathering and to provide you with the best service possible. Please note that the application requires detailed information on the borrower company and its principals. The loan checklist, located at the front of this package, lists additional documents that are required for loan approval. If some of the information and documentation is not readily available to you, please contact us because we often can be of assistance in this regard. We are also happy to contact your CPA, Attorney or Banker directly to streamline the process. Please feel free to contact either Mary Anne or myself regarding any questions you might have as you prepare your application. Thank you again for your interest in the 504 loan program, both Mary Anne and I look forward to working with you.

P.O. Box 4166, Tallahassee, Florida 32315-4166 850-681-3601 phone * 850-681-3699 facsimile * 888-320-5504 toll-free * 850-545-6659 cell [email protected] web site: www.ffcfc.com

LOAN CHECKLIST The following information should be submitted at the time of application. Additional information may be required. LOAN INFORMATION 1. Resume of principals, officers and key managers. 2. A purchase and sales contract with all exhibits, copy of warranty deed and detailed list of personal property. 3. A contractor construction estimate is required for loan approval, but copies of a builders contract or American Institute of Architects (AIA) form must be submitted prior to closing. 4. If equipment or furniture is being acquired, a cost estimate is required for loan approval, but copies of invoices or vendor bids must be submitted prior to final submission to SBA. FINANCIAL INFORMATION: For a new business: 1. Projections for two years, including assumptions – Provided by Badcock (if desired by Applicant). 2. Projected monthly cash flow for the first year of operations – Provided by Badcock (if desired by Applicant). 3. Provide the amount and source of down payment. For an existing business: 1. Historical tax returns for the business for the previous three years – must be provided to qualify for 10% equity injection. 2. Current interim financial statement of business (balance sheet and income statement fewer than 60 days old) – must be provided to qualify for 10% equity injection. 3. Aging of accounts receivable and accounts payable – must be dated the same date as interim financial statements. 4. Debt schedule – must be dated the same date as interim financial statements. Affiliate Companies (through ownership or management control): 1. If applicable, three-year tax returns for any affiliate company. 2. If applicable, current interim financial statements for any affiliate business (balance sheet and income statement fewer than 60 days old). Individuals: 1. Personal tax returns for three years on all proprietors, partners and stockholders owning 20 percent or more of voting stock of either the Eligible Passive Company (EPC) (company holding title to real estate) or the Operating Company (source of revenues and repayment). 2. Personal financial statements on all proprietors, partners and stockholders owning 20 percent or more of voting stock of the EPC or OC companies, and all guarantors must be provided. SBA Form 413 may be used for this purpose. It can be found in the attached forms packet. Any nonowner guarantors must also provide a personal financial statement.

FLORIDA FIRST CAPITAL FINANCE CORPORATION GENERAL INFORMATION Name of Business (on tax returns): Trade Name (DBA as registered with Fla. Div. of Corporations): Badcock Home Furniture & More Address: County: City: State: FL Zip Code: Phone Number: Fax Number: Business Federal or Tax ID Number (on tax return): Entity Type: Corporation S Corporation Partnership Proprietorship Limited Liability Company or Partnership (LLC or LLP) Company Start Date: Description of Business Activity: Home Furnishing Retail Store Existing or New Business? Is project in a community redevelopment area? Existing New (less than 2 years old) Yes No Is your company involved in any bankruptcy/insolvency proceedings? Yes No Have any company officers been involved in bankruptcy/insolvency proceedings?

Yes

No

The next three answers are not required. However, the SBA may offer additional benefits for businesses owned 51 percent or more by women, minorities or veterans. Veteran-Owned? Woman-Owned? Minority-Owned, U.S. Citizen? Yes No Yes No Yes No COMPANY PRINCIPALS A principal information sheet should be completed for each individual listed below with 20 percent or greater ownership. Information sheets can be found in the attached forms packet. Stockholders/Owners/Officers Title President Vice President Secretary Treasurer Board Member Managing Member (For LLC) Not an Officer Not an Officer Not an Officer

Ownership % (must total 100%)

INFORMATION ON PROPERTY TO BE ACQUIRED Project Property Address: City: State: Zip: County: Percentage of building to be occupied by the business: Seller’s Name: DEALER HOLDING COMPANY (ELIGIBLE PASSIVE COMPANY) (EPC) INFORMATION (An eligible passive company is defined as a company created to hold ownership of property or real estate associated with the project.) Are you planning on forming an EPC

Yes

No

EPC Name: EPC Ownership Percentage:

EPC Start Date:

Name

JOB CREATION Number of current employees:

(If no, go to next section)

Ownership% (Must = 100%)

Jobs to be created in the next two years:

Number of jobs to be retained due to the project: TOTAL LOAN AMOUNT REQUESTED Land or Existing Building Purchase Construction/Renovation Costs Equipment/Furniture & Fixtures Other (contingency, interim interest closing costs) Total IMPORTANT CONTACT INFORMATION Lending Institution: Banker Name:

$ $ $ $ $

Phone #: Fax #:

CPA / Accounting Firm: Accountant Name:

Phone #: Fax #:

Law Firm: Attorney Name:

Phone #: Fax #:

DESCRIPTION OF PROJECT (Please describe what the proceeds of the loan will be used for. Attach an additional sheet if necessary) Circle (Yes) or (No) as Appropriate Purchase Existing Store?

Yes

Renovation of Existing Store? Construction of New Store?

/

No

Yes Yes

/ /

No No

Expand Business to include Multiple Locations?

Yes

/

No

Other (Describe):

NARRATIVE HISTORY OF BUSINESS (Please describe the history of the business, competitive advantages, key customers and major competitors. Use additional sheets if necessary.)

Badcock Franchise will complete this section and Circle (Yes) or (No) if Provided to FFCFC: 1. Competition Database: 2. Demographics:

Yes

Yes /

/

No

No

3. General Information about Business / Area:

Yes

/

No

As part of this application, I/We understand that Florida First Capital Finance Corporation (FFCFC) and its authorized agents may make inquiries they deem necessary in evaluating the loan request for the Applicant and Guarantors listed below. The Applicant and Guarantors authorize FFCFC to undertake the following: 1. Verify at any time any information submitted to FFCFC by the Applicant, Guarantors, or their representatives or agents on their behalf. 2. Obtain Further information concerning the credit standing of the Applicant and Guarantors. 3. Exchange such credit information with other interested parties as FFCFC deems necessary. This authorization includes permission to obtain Business and Consumer Credit Reports on the Applicant and Guarantors at any time as deemed necessary by FFCFC. BUSINESS NAME

GUARANTOR NAME

GUARANTOR NAME

BY: ________________________, as

BY: ________________________, as

BY: ________________________, as

Title:________________

Guarantor

Guarantor

PRINCIPAL INFORMATION (Please list information on all company principals, owners and loan guarantors. Anyone who co-signs for the loan or owns more than 20 percent of stock in the operating company should be listed as a principal. Use additional sheets from the forms packet if necessary.) Principal 1 First Name

Full Middle Name

Last Name

Aliases or maiden names (If known by more than one name, please give dates) 1 From: (Mo/Yr) To: 2 From: (Mo/Yr) To: Title Ownership Percentage

Date of Birth

Place of Birth

Social Security Number

CYes CNo U.S. Citizen? If no, provide resident alien number and a copy of front and back of resident alien card_______ Home Address

Home Telephone Number

City

State

State

Have you ever been an active member of the U.S. military? C Yes C No

(Mo/Yr)

From: To:

(Mo./Yr.)

From: To:

(Mo./Yr.)

(Mo./Yr.)

Zip Code

Prior Home Address (if fewer than 10 years at above) City

(Mo/Yr)

(Mo./Yr.)

Zip Code If yes, were you honorably discharged? C Yes C No

DISCLOSURES (It is important that the next three questions be answered completely. An arrest or conviction record will not necessarily disqualify you; however, an untruthful answer will cause your application to be denied. If you answer yes to any of the following three questions, furnish details on a separate sheet. Include dates, location, fines, sentences, whether misdemeanor or felony, dates of parole/probation, unpaid fines or penalties, name(s) under which charged, and any other pertinent information) Are you presently under indictment, on parole or probation? (If yes, indicate date parole or probation is to expire)

CYes

CNo

Have you ever been charged with and or arrested for any criminal offense other than a minor motor vehicle violation? Include offenses that have been dismissed, discharged, or not prosecuted. (All arrests must be disclosed and explained on an attached sheet) CYes CNo Have you ever been convicted, placed on pretrial diversion, or placed on any form of probation, including adjudication withheld pending probation, for any criminal offense other than a minor CYes CNo vehicle violation?

SCHEDULE OF DEBTS Debt Obligation.

As of

, 20

.

Existing Debt Obligations. List separately all obligations of the company evidenced by note or lease. This section requires more detail than that found on any CPA prepared financial statements. It is a critical part of the information we analyze. Name of Creditor

Original Amount Date

Present Balance

Rate of Interest

Monthly Other Pmt. ($) Pmt.

Maturity Date

$

$

%

$

$

.

$

$

%

$

$

.

$

$

%

$

$

.

$

$

%

$

$

.

$

$

%

$

$

.

$

$

%

$

$

.

$

$

%

$

$

.

$

$

%

$

$

.

$

$

%

$

$

.

$

$

%

$

$

.

Collateral

DEBT EXAMPLES: 1. 2. 3. 4. 5. 6.

Real Estate Mortgage Line of Credit (Can be Revolving) – Please note that in the form above, the original amount is your total approved credit amount and the present balance is what you currently owe) Note to Other Dealers Company Vehicle Payments Business Credit Card Payments – Please note that in the form above, the original amount is your total credit card limit and the present balance is what you currently owe Any Term Loans or Notes Payable by the Company AGING OF ACCOUNTS PAYABLE Aging of Accounts Payable. If you do not have the capability of providing a computerized aging, please use the following format. Add any comments relating to a payable that may need explanation. The date of the aging must match the most current financial statements provided for the 504 Loan application. Total amount of Accounts Payable: $ 0 - 30 Days 31 - 60 Days 61 - 90 Days 91 - 120 Days over 120 Days

$ $ $ $ $

as of (date) % % % % %

Comments: Detail and comment on Accounts Payable that are over 90 days old or more.

FLORIDA FIRST CAPITAL FINANCE CORPORATION

Date: Applicant Name: Address: RE: SBA Section 504 Application and Packaging Agreement Dear: This letter contains all aspects of the Agreement made this _____ day of _______________ 20___, by and between Florida First Capital Finance Corporation (hereinafter "FFCFC) and _______________________(Company Name) of (City), of County, (State), hereinafter referred to as ("Applicant"). FFCFC shall assist Applicant to investigate the feasibility of obtaining financing for a SBA 504-Loan under the Small Business Investment Act of 1958, as amended. If FFCFC agrees to make application on behalf of Applicant for a SBA Loan, Applicant and FFCFC shall prepare and submit to the SBA a SBA Loan Application Package. The Applicant acknowledges that FFCFC must expend funds to package and process this application. The Applicant shall pay to the order of FFCFC, a deposit of $ (the “deposit”) upon the execution of this Agreement. If Applicant abandons the application or instructs FFCFC to withdraw its application and/or terminate this Agreement, FFCFC may deduct its reasonable and necessary expenses incurred in packaging and processing the loan application. Any remaining deposit balance shall be remitted to the Applicant within ten days of such abandonment, withdrawal or termination. If the deposit is insufficient to cover FFCFC’s expenses, then FFCFC will notify applicant of any additional funds owed and applicant will pay such amount within 10 days. If FFCFC or the SBA declines the application, such deposit (less actual out of pocket expenses to FFCFC) shall be refunded within ten days after all appeals have been exhausted or waived. Upon SBA approval of the 504 loan to Applicant FFCFC shall be deemed to have earned 1% of the approved gross debenture amount as a packaging and processing fee. Upon execution by Applicant of the Authorization and Debenture Guaranty at the first mortgage closing, Applicant shall pay 100% of the total CDC processing fee of 1.5% of the gross debenture (less any deposit or previous payments of these amounts), outlined in the SBA Authorization and Debenture Guaranty, and the attorney’s fee, estimated to be between $2,500.00 and $3,500.00. The SBA does review the CDC's legal fees and expenses to determine whether they are reasonable. If a question arises, Applicant, FFCFC and FFCFC’s Attorney agree to accept the SBA's determination.

FFCFC shall not be liable for any of the debts, expenses or obligations incurred by Applicant or by FFCFC on Applicant’s behalf in preparing the SBA Loan Application Package. FFCFC shall not be responsible in any manner or liable to the Applicant or any other person if the SBA Loan Application Package is not approved by the SBA and/or if after the SBA Loan Application Package is approved, SBA financial assistance is not obtained. The Applicant acknowledges that the SBA Loan Authorization issued when the SBA Loan Application Package is approved, does not guaranty that the Final Loan Package will be approved by the SBA or that SBA funds will be made available. Further, Applicant hereby agrees to indemnify FFCFC and hold it harmless from any loss, liability, claim, demand, cost, charge or damage arising out of or related to this Agreement and defend FFCFC against any demand, claim or charge made against FFCFC arising out of or related to this Agreement. If any provision of this Agreement is or becomes invalid or unenforceable, the remaining provisions shall not be affected thereby. Any change or modification to this Agreement must be in writing and signed both by FFCFC and Applicant. Please indicate agreement to these terms by signing below. FLORIDA FIRST CAPITAL FINANCE CORPORATION

BY:____________________________________ Claire A. Huse, Senior Vice President DATE:_________________________________

BY: ___________________________________ Dealer Name (Signing here indicates authorization to do so by all necessary partnership, company, or corporate action, as appropriate) TITLE: ________________________________ DATE:_________________________________

MANAGEMENT RESUME Please fill in all spaces. If an item is not applicable, please indicate such. You may include additional relevant information on a separate exhibit. SIGN/DATE where indicated. Personal information: Name

SS#

Date of Birth

Place of Birth

Residence Telephone

Business Telephone

Residence Address From

To Present Date

Previous Address From

To

Spouse's Name

SS#

Are you employed by the U.S. Government? Are you a U.S. citizen?

Yes

No

Yes

No

Agency/Position

If no, give Alien Registration Number

Education: High School/College/Technical Name/Location

Dates Attended

Military Service Background: Branch of Service

Dates of Service

Work Experience: List chronologically, starting with present employment. Company Name/Location From

To

Duties Company Name/Location From

To

Duties Company Name/Location From Duties

To

Major

Degree/Certificate