Exhibit 10(e)-3


 


ETHAN ALLEN INTERIORS INC.
HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS DOCUMENT IN ACCORDANCE
WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


THIRD AMENDMENT TO


SECOND AMENDED AND RESTATED 

PRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT


 


This
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED PRIVATE LABEL CONSUMER CREDIT
CARD PROGRAM AGREEMENT dated as of June 30, 2010 (“Amendment”),
amends that certain Second Amended and Restated Private Label Consumer Credit
Card Program Agreement dated as of July 23, 2007 (as amended, modified and
supplemented from time to time, the “Agreement”), by and between Ethan
Allen Global, Inc., a Delaware corporation (“Ethan Allen Global”),
and Ethan Allen Retail, Inc., a Delaware corporation (“Ethan Allen
Retail”, and together with Ethan Allen Global, “Retailer”), and GE
Money Bank (“Bank”).  Capitalized
terms used herein and not otherwise defined have the meanings given them in the
Agreement.


 


WHEREAS,
Retailer and Bank previously amended the Agreement as of July 25, 2008,
and February 16, 2010; and


 


WHEREAS,
Retailer and Bank now wish to further amend the Agreement in accordance with
the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual promises and subject to the terms and
conditions hereinafter set forth, the parties hereby agree as follows:


 


I.                                         AMENDMENT
TO THE AGREEMENT


 


1.1                               Amendment
to Section 4.1(b).  Section 4.1(b) is
hereby amended by deleting it in its entirety and replacing it with the following:


 


*


 


1.2                               Amendment to Section 4.4.  Section 4.4 is hereby amended by
deleting it in its entirety and replacing it with the following:


 


Section 4.4                                   Letter of Credit.


 


(a)                                  At any time during any
Collateral Period, Bank may require that Retailer deliver to Bank, within
fifteen (15) days of Bank’s written request, either: (i) an Eligible
Letter of Credit, or (ii) substitute collateral in the form of cash and
securities (the “Substitute Collateral”) which shall be held in a
deposit account subject to Bank’s control in accordance with the Substitute
Collateral Documentation.  Retailer may,
at the time it receives Bank’s


 






*CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE COMMISSION


 

















 


ETHAN ALLEN INTERIORS INC.
HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS DOCUMENT IN ACCORDANCE
WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


written
request or at any time during any Collateral Period, elect in its discretion to
provide to Bank pursuant to the terms of this Section 4.4 either the
Eligible Letter of Credit or the Substitute Collateral.  The amount of any Eligible Letter of Credit
or Substitute Collateral requested by Bank (such requested amount being
referred to herein as the “Collateral Amount”) shall not exceed (i)                 *                           in the event of a
Level 1 Collateral Event; or (ii)              * in the event of a Level 2
Collateral Event.  Retailer acknowledges
that the Collateral Amount may be increased from time to time pursuant to Section 6.21.


 


(b)                                 If, at any
time, an event shall occur which would cause any Letter of Credit previously
delivered to Bank to cease to be an Eligible Letter of Credit, within ten (10) days
of the earlier of (i) the date on which Retailer first learns of the
occurrence of such event; or (ii) the date on which Retailer first
receives notice thereof from Bank, Retailer shall cause a substitute Eligible
Letter of Credit to be issued and delivered to Bank in a face amount equal to
the Collateral Amount or Substitute Collateral in accordance with the
Substitute Collateral Documentation.  On
or before forty-five (45) days prior to the expiration of each Letter of Credit
provided to Bank, Retailer shall cause a substitute Eligible Letter of Credit
to be issued and delivered to Bank in a face amount equal to the Collateral
Amount or Substitute Collateral in accordance with the Substitute Collateral
Documentation.


 


(c)                                  If, at any
time, an event shall occur which would cause the Substitute Collateral
Documentation to no longer be valid or in full force and effect, Bank shall
have the applicable rights and remedies set forth in the Substitute Collateral
Documentation.


 


(d)                                 Any amounts
drawn under a Letter of Credit or transferred to Bank under the Substitute
Collateral Documentation hereunder in excess of the Delivery Obligations then
due to Bank shall be held by Bank in a non-interest bearing account on Bank’s
books (the “Collateral Account”) and shall secure Retailer’s full and
prompt payment of the Delivery Obligations then or thereafter owing.  If Retailer fails to pay any Delivery
Obligation when due, Bank may immediately, and without prior notice to
Retailer, debit such unpaid amount from the amounts then remaining in the
Collateral Account.  Bank’s security
interest in the Collateral Account shall be in addition to any right of setoff
or recoupment that Bank may otherwise have under this Agreement or Applicable
Law.  If Retailer purchases or arranges
for the purchase of all of the Accounts and related Indebtedness from Bank in
accordance with Section 10.1 hereof, and if as of the date of such
purchase, Retailer has paid all Delivery Obligations, Bank shall simultaneously
pay to Retailer, an amount equal to the amount remaining in the Collateral
Account on the date of such purchase.  If
Retailer does not purchase or arrange for the purchase of all of the Accounts
and related Indebtedness in accordance with Section 10.2 hereof, and if as
of the Final Liquidation Date, Retailer has paid all Delivery Obligations, Bank
shall pay to


 






*CONFIDENTIAL
INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE COMMISSION


 

















 


ETHAN ALLEN INTERIORS INC.
HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS DOCUMENT IN ACCORDANCE
WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


Retailer
an amount equal to the amounts remaining in the Collateral Account on the Final
Liquidation Date.


 


(e)                                  The obligations under this Section 4.4
shall apply at all times until the end of the Collateral Period, at which time,
Bank shall (x) surrender any outstanding Letter of Credit or Substitute
Collateral to Retailer, and (y) pay to Retailer an amount equal to the
amount remaining in the Collateral Account, if any.  The foregoing notwithstanding, if after Bank
shall have surrendered any Letter of Credit or Substitute Collateral hereunder
following the successful completion by Retailer of a Remediation Period, a
Level 1 Collateral Event or a Level 2 Collateral Event shall again occur, the
provisions of this Section 4.4 shall again apply.


 


1.3                               Amendment
to Section 6.21.  Section 6.21
is hereby amended by deleting it in its entirety and replacing it with the
following:


 


*


 


1.4                               Amendment
to Section 9.1.  The reference
to “the fifth (5th) anniversary
of the Effective Date” in the first sentence of Section 9.1 is hereby
deleted and replaced with “July 31, 2014”.


 


1.5                               Amendment
to Section 9.2(k).  The first
sentence of Section 9.2(k) is hereby amended by deleting it in its
entirety and replacing it with the following:


 


(k)                                  Bank shall have
the right to terminate the Agreement if (i) Retailer shall fail to deliver
or amend an Eligible Letter of Credit or Substitute Collateral as required
pursuant to Section 4.4(a); (ii) Retailer shall fail to deliver a
substitute Eligible Letter of Credit or Substitute Collateral pursuant to Section 4.4(b) in
the event any Letter of Credit previously delivered to Bank ceases to be an
Eligible Letter of Credit; or (iii) the Substitute Collateral
Documentation ceases to be a valid, binding and/or enforceable obligation of
any of the parties thereto (including pursuant to a permitted termination by
any party thereto) or Bank’s security interest set forth therein ceases to be a
first priority perfected security interest.


 


1.6                               Amendment to Appendix A.  The definitions
of “Letter of Credit Event” and “Letter of Credit Period” are hereby deleted in
their entirety, and the definitions of “Collateral Period,” “GAAP,”                *                , “Level 1 Collateral Event,” “Level
2 Collateral Event,            *               , “Remediation Period,” “Substitute
Collateral Documentation,”               
*              ,
and            *                   ,
set forth below are hereby added to Appendix A:


 


“Collateral
Period” means the period of time between the occurrence of either a Level 1
Collateral Event or a Level 2 Collateral Event and the earlier of (i) the
end of any


 






*CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE COMMISSION


 

















 


ETHAN ALLEN INTERIORS INC.
HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS DOCUMENT IN ACCORDANCE
WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


Remediation
Period, and (ii) ninety (90) days after the expiration or earlier
termination of this Agreement.


 


“GAAP”
means generally accepted accounting principles applicable in the United States,
consistently applied.


 


*


 


“Level
1 Collateral Event” means Ethan Allen Interiors Inc.’s failure to maintain,
as of the end of each fiscal quarter of Ethan Allen Interiors Inc.,                       *                        .


 


“Level
2 Collateral Event” means Ethan Allen Interiors Inc.’s failure to maintain,
as of the end of each fiscal quarter of Ethan Allen Interiors Inc.,                        *                        .


 


*


 


“Remediation Period” means a two (2) successive full
calendar quarter period beginning after the occurrence of either a Level 1
Collateral Event or a Level 2 Collateral Event throughout which Ethan Allen
Interiors Inc.’s                    *
                   .


 


“Substitute
Collateral Documentation” means (i) that certain Master Pledge and
Security Agreement between GE Money Bank, Ethan Allen Global, Inc. and
Ethan Allen Retail, Inc., dated as of May 21, 2010; (ii) that
certain Control Agreement between GE Money Bank, Ethan Allen Global, Inc.,
Morgan Stanley Smith Barney LLC, and Citigroup Global Markets Inc., dated as of
May 21, 2010; (iii) any amendment, modification, and/or supplement to
the foregoing agreements; and (iv) any replacement agreement(s) concerning
the subject matter of the foregoing agreements.


 


*


 


*


 


1.7                               Amendment to Schedule 3.5.  Schedule 3.5 of the Agreement is hereby
deleted in its entirety and replaced with the revised Schedule 3.5 attached
hereto as Exhibit A.


 






*CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE COMMISSION


 

















 


ETHAN
ALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS
DOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


II.   GENERAL


 


2.1                               Authority
for Amendment.  Retailer
represents and warrants to Bank that the execution, delivery and performance of
this Amendment has been duly authorized by all requisite corporate action on
the part of Retailer and upon execution by all parties, will constitute a
legal, binding obligation of Retailer.


 


2.2                               Effect
of Amendment.  Except as
specifically amended hereby, the Agreement, and all terms contained therein,
remains in full force and effect.  The
Agreement, as amended by this Amendment, constitutes the entire understanding
of the parties with respect to the subject matter hereof.


 


2.3                               Binding
Effect; Severability.  Each
reference herein to a party hereto shall be deemed to include its successors
and assigns, all of whom shall be bound by this Amendment and in whose favor
the provisions of this Amendment shall inure. 
In case any one or more of the provisions contained in this Amendment
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.


 


2.4                               Further
Assurances.  The parties
hereto agree to execute such other documents and instruments and to do such
other and further things as may be necessary or desirable for the execution and
implementation of this Amendment and the consummation of the transactions
contemplated hereby and thereby.


 


2.5                               Governing
Law.  This Amendment shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws.


 


2.6                               Counterparts.  This Amendment may be
executed in counterparts, each of which shall constitute an original, but all
of which, when taken together, shall constitute but one agreement.


 






*CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE COMMISSION


 

















 


ETHAN
ALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS
DOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


IN WITNESS WHEREOF, Retailer and Bank have
caused this Amendment to be executed by their respective officers thereunto
duly authorized as of the date first above written.


 


	
  RETAILER:  

  	
   

  	
  BANK:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ETHAN
  ALLEN GLOBAL, INC. 

  	
   

  	
  GE
  MONEY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  ETHAN
  ALLEN RETAIL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 






*CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE COMMISSION


 

















 


ETHAN
ALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS
DOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


EXHIBIT A


TO AMENDMENT


 


SCHEDULE 3.5

To

Credit Card Program Agreement


 


Initial Program Fee Percentages


 


*


 






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AND FURNISHED SEPARATELY TO THE COMMISSION