Exhibit 10(g)
-3


 


EXECUTION COPY


 


AMENDMENT NO. 1


 


Dated as of October 23,
2009


 


to


 


CREDIT AGREEMENT


 


Dated as of May 29, 2009


 


THIS AMENDMENT NO. 1 (“Amendment”)
is made as of October 23, 2009 by and among Ethan Allen Global, Inc.
(the “Borrower”), Ethan Allen Interiors Inc. (“Holdings”), the
financial institutions listed on the signature pages hereof and JPMorgan
Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative
Agent”) under that certain Credit Agreement dated as of May 29, 2009
by and among the Borrower, Holdings, the Lenders and the Administrative Agent
(as may be further amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”). 
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings given to them in the Credit Agreement.


 


WHEREAS, the Borrower has
requested that the Lenders and the Administrative Agent agree to certain
amendments to the Credit Agreement;


 


WHEREAS, the Lenders party
hereto and the Administrative Agent have agreed to such amendments on the terms
and conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, Holdings, the
Lenders party hereto and the Administrative Agent have agreed to enter into
this Amendment.


 


1.             Amendments to Credit Agreement.  Effective as of the date of satisfaction of the
conditions precedent set forth in Section 2 below, the Credit
Agreement is hereby amended as follows:


 


(a)           Section 1.01 of the Credit Agreement is amended
to replace the corresponding previously existing definitions as follows:


 


“Amendment No. 1
Effective Date” means October 23, 2009.


 


“IP Collateral Trigger
Date” means the Amendment No. 1 Effective Date.


 


“Issuing Bank” means,
as the context may require, (i) Chase, with respect to Letters of Credit
issued by it, or (ii) Wells Fargo Retail Finance, LLC and its affiliates,
with respect to Letters of Credit issued by it, in each case in its capacity as
an issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.06(i). 
Each Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of such Issuing Bank, in which
case the term “Issuing


 

















 


Bank” shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.


 


(b)           The definition of “Borrowing Base” appearing
in Section 1.01 of the Credit Agreement is amended to add the
parenthetical “(provided that availability represented by Eligible Accounts
included in the Borrowing Base shall not at any time exceed $10,000,000)”
immediately after the phrase “Eligible Accounts at such time” appearing in
clause (b) thereof.


 


(c)           The definition of “Change in Law” appearing
in Section 1.01 of the Credit Agreement is amended to (i) delete the
first reference to “the Issuing Bank” appearing therein and to replace such
reference with “any Issuing Bank” and (ii) delete the second reference to “the
Issuing Bank’s” appearing therein and to replace such reference with “such
Issuing Bank’s”.


 


(d)           The definitions of “Defaulting Lender”, “Excluded
Taxes” and “Obligations” appearing in Section 1.01 of the
Credit Agreement are amended to delete each reference to “the Issuing Bank”
appearing therein and to replace each such reference with “any Issuing Bank”.


 


(e)           The definition of “Eligible Inventory”
appearing in Section 1.01 of the Credit Agreement is amended to (i) delete
the phrase “, to the extent requested by the Administrative Agent in its
Permitted Discretion,” appearing in clause (g) thereof and (ii) delete
the phrase “sixty (60) days following the Effective Date” appearing in clause
(g)(iii) thereof and to replace such phrase with the phrase “thirty (30)
days following the Amendment No. 1 Effective Date”.


 


(f)            The definition of “Excluded Assets” appearing
in Section 1.01 of the Credit Agreement is amended to (i) delete the
comma appearing at the end of clause (i) thereof and to replace such comma
with the word “and”, (ii) delete the word “and” appearing at the end of
clause (ii) thereof and (iii) delete clause (iii) thereof in its
entirety.


 


(g)           The definition of “Fixed Charge Coverage Ratio”
appearing in Section 1.01 of the Credit Agreement is amended to add the
phrase “, plus cash Rentals,” immediately after the reference to “EBITDA”
appearing therein.


 


(h)           The definition of “LC Disbursement” appearing
in Section 1.01 of the Credit Agreement is amended to delete the reference
to “the Issuing Bank” appearing therein and to replace such reference with “an
Issuing Bank”.


 


(i)            The definition of “Material Adverse Effect”
appearing in Section 1.01 of the Credit Agreement is amended to delete the
reference to “the Issuing Bank” appearing therein and to replace such reference
with “the Issuing Banks”.


 


(j)            The definition of “Negative Covenant Permission
Trigger” appearing in Section 1.01 of the Credit Agreement is amended
to add the phrase “at the time thereof and for the six (6) month period
following such acquisition or payment as determined based on the updated
Projections most recently delivered to the Lenders, which Projections (x) shall
have been delivered no earlier than the date that is thirty (30) days prior to
such acquisition or payment and (y) must be reasonably satisfactory to the
Administrative Agent” immediately after the phrase “including pro forma effect”
appearing therein.


 


(k)           The definition of “Secured Parties” appearing
in Section 1.01 of the Credit Agreement is amended to (i) delete the
first reference to “the Issuing Bank” appearing therein and to replace such
reference with “each Issuing Bank” and (ii) delete the second reference to
“the Issuing Bank” appearing therein and to replace such reference with “the
Issuing Banks”.


 


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(l)            Section 2.05(d) of the Credit Agreement is
amended to (i) delete the phrase “shall request settlement” appearing
therein and to replace such phrase with the phrase “shall effect settlement”
and (ii) delete the phrase “Settlement is requested” appearing therein and
to replace such phrase with the phrase “Settlement is effected”.


 


(m)          Section 2.06 of the Credit Agreement is amended
and restated in its entirety to read as follows:


 


SECTION 2.06.  Letters of Credit.  (a) General.  Subject to the terms and conditions set forth
herein, the Borrower may request the issuance of Letters of Credit for its own
account, in a form reasonably acceptable to the Administrative Agent and the
relevant Issuing Bank, at any time and from time to time during the
Availability Period.  In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the
relevant Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control. 
The letters of credit identified on Schedule 2.06 (the “Existing
Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the
Effective Date for all purposes of the Loan Documents.


 


(b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions.  To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or facsimile (or
transmit by electronic communication, if arrangements for doing so have been
approved by the relevant Issuing Bank) to an Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter
of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit.  If requested by
such Issuing Bank, the Borrower also shall submit a letter of credit
application and (in the case of a commercial Letter of Credit) a master
agreement for the issuance of commercial Letters of Credit, in each case on
such Issuing Bank’s standard form in connection with any request for a Letter
of Credit.  A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $30,000,000, (ii) the
Standby LC Exposure shall not exceed $25,000,000 and (iii) the total
Revolving Exposures shall not exceed the lesser of the Aggregate Commitment and
the Borrowing Base.


 


(c) Expiration Date. 
Each Letter of Credit shall expire at or prior to the close of business
on the earlier of (i) the date one year after the date of the issuance of
such Letter of Credit (or, in the case of any renewal or extension thereof, one
year after such renewal or extension) and (ii) the date that is five (5) Business
Days prior to the Maturity Date.


 


(d) Participations. 
By the issuance of a Letter of Credit (or an amendment to a Letter of
Credit increasing the amount thereof) and without any further action on the
part of any Issuing Bank or the Lenders, each Issuing Bank hereby grants to
each Lender, and


 


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each Lender hereby acquires
from each Issuing Bank, a participation in such Letter of Credit equal to such
Lender’s Applicable Percentage of the aggregate amount available to be drawn
under such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the relevant Issuing Bank, such Lender’s Applicable Percentage
of each LC Disbursement made by such Issuing Bank and not reimbursed by the
Borrower on the date due as provided in paragraph (e) of this Section, or
of any reimbursement payment required to be refunded to the Borrower for any
reason.  Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.


 


(e) Reimbursement. 
If any Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying
to the Administrative Agent an amount equal to such LC Disbursement not later
than 12:00 noon, New York City time, on the date that such LC Disbursement is
made, if the Borrower shall have received notice of such LC Disbursement prior
to 10:00 a.m., New York City time, on such date, or, if such notice has
not been received by the Borrower prior to such time on such date, then not
later than 12:00 noon, New York City time, on (i) the Business Day that
the Borrower receives such notice, if such notice is received prior to 10:00 a.m.,
New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided
that, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 or 2.05 that such payment be financed with an
ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the
extent so financed, the Borrower’s obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan.  If the Borrower fails to make such
payment when due, the Administrative Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender’s Applicable Percentage thereof.  Promptly following receipt of such notice,
each Lender shall pay to the Administrative Agent its Applicable Percentage of
the payment then due from the Borrower, in the same manner as provided in Section 2.07
with respect to Loans made by such Lender (and Section 2.07 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to such Issuing Bank the amounts so
received by it from the Lenders. 
Promptly following receipt by the Administrative Agent of any payment
from the Borrower pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the relevant Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph to reimburse such Issuing
Bank, then to such Lenders and such Issuing Bank as their interests may
appear.  Any payment made by a Lender
pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.


 


(f) Obligations Absolute.  The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the


 


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terms of this Agreement
under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit or this Agreement,
or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by an Issuing Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms
of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of,
or provide a right of setoff against, the Borrower’s obligations
hereunder.  Neither the Administrative
Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties,
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to
make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the relevant Issuing
Bank; provided that the foregoing shall not be construed to excuse any
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by such Issuing Bank’s failure to exercise care
when determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. 
The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of any Issuing Bank (as finally
determined by a court of competent jurisdiction), such Issuing Bank shall be
deemed to have exercised care in each such determination.  In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, each Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


 


(g) Disbursement Procedures.  Each Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  Each
Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by facsimile) of such demand for payment and whether such
Issuing Bank has made or will make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse such Issuing Bank and the Lenders with
respect to any such LC Disbursement.


 


(h) Interim Interest.  If any Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (e) of this Section, then Section 2.13(d)


 


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shall apply.  Interest accrued pursuant to this paragraph
shall be for the account of such Issuing Bank, except that interest accrued on
and after the date of payment by any Lender pursuant to paragraph (e) of
this Section to reimburse such Issuing Bank shall be for the account of
such Lender to the extent of such payment.


 


(i) Replacement of an Issuing Bank.  Any Issuing Bank may be replaced at any time
by written agreement among the Borrower, the Administrative Agent, the replaced
Issuing Bank and the successor Issuing Bank. 
The Administrative Agent shall notify the Lenders of any such
replacement of an Issuing Bank.  At the
time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all
previous Issuing Banks, as the context shall require.  After the replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.


 


(j) Cash Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required 
Lenders (or, if the maturity of the Loans has been accelerated, Lenders
with LC Exposure representing greater than 50% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Secured Parties (the “LC Collateral Account”), an amount in cash
equal to 103% of the LC Exposure as of such date plus accrued and unpaid
interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described
in clause (h) or (i) of Article VII.  Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
Secured Obligations.  The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account and the Borrower hereby grants the
Administrative Agent a security interest in the LC Collateral Account.  Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
Permitted Discretion of the Administrative Agent and at the Borrower’s risk and
expense, such deposits shall not bear interest. 
Interest or profits, if any, on such investments shall accumulate in
such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the relevant Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of
Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other Secured Obligations.  If the Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event
of Default, such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower within three (3) Business Days after all such
Defaults have been cured or waived.


 


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(n)           Section 2.07(a) of the Credit Agreement is
amended to (i) delete the time “2:00 p.m.” appearing therein and to
replace such time with the time “3:00 p.m.” and (ii) add the word “relevant”
immediately prior to the reference to “Issuing Bank” appearing therein.


 


(o)           Sections 2.12(d), 2.18(f) and 10.09 of the
Credit Agreement are amended to add the word “relevant” immediately prior to
each reference to “Issuing Bank” appearing therein.


 


(p)           Section 2.12(b) of the Credit Agreement is
amended to (i) add the word “relevant” immediately prior the first reference
to “Issuing Bank” appearing therein, (ii) delete the second reference to “the
Issuing Bank” appearing therein and to replace such reference with “such
Issuing Bank”, (iii) delete the third reference to “the Issuing Bank”
appearing therein and to replace such reference with “any Issuing Bank” and (iv) add
the phrase “attributable to Letters of Credit issued by such Issuing Bank”
immediately following the first parenthetical appearing in clause (ii) thereof.


 


(q)           Section 2.15 of the Credit Agreement is amended
and restated in its entirety to read as follows:


 


SECTION 2.15.  Increased Costs.  (a) If any Change in Law shall:


 


(i) impose, modify or
deem applicable any reserve, special deposit or similar requirement against
assets of, deposits with or for the account of, or credit extended by, any
Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate) or any Issuing Bank; or


 


(ii) impose on any
Lender or any Issuing Bank or the London interbank market any other condition
affecting this Agreement or Eurodollar Loans made by such Lender or any Letter
of Credit or participation therein;


 


and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining
any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or
to increase the cost to such Lender or such Issuing Bank of participating in,
issuing or maintaining any Letter of Credit or to reduce the amount of any sum
received or receivable by such Lender or such Issuing Bank hereunder (whether
of principal, interest or otherwise), then the Borrower will pay to such Lender
or such Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or such Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.


 


(b) If any Lender or
any Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on
such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s
or such Issuing Bank’s holding company, if any, as a consequence of this
Agreement or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by such Issuing Bank, to a level
below that which such Lender or such Issuing Bank or such Lender’s or such
Issuing Bank’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s or such Issuing Bank’s policies and
the policies of such Lender’s or such Issuing Bank’s holding company with
respect to capital adequacy), then from time to time the Borrower will pay to
such Lender or such Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or such Issuing Bank or such Lender’s or
such Issuing Bank’s holding company for any such reduction suffered.


 


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(c) A certificate of a
Lender or an Issuing Bank setting forth the amount or amounts necessary to
compensate such Lender or such Issuing Bank or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such
Lender or such Issuing Bank, as the case may be, the amount shown as due on any
such certificate within ten (10) days after receipt thereof.


 


(d) Failure or delay on
the part of any Lender or any Issuing Bank to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender’s or such
Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or an Issuing Bank
pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or such Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or such Issuing Bank’s
intention to claim compensation therefor; provided  further that,
if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.


 


(r)            Section 2.17 of the Credit Agreement is amended
and restated in its entirety to read as follows:


 


SECTION 2.17.  Taxes. 
(a) Any and all payments by or on account of any obligation of the
Borrower hereunder shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if the Borrower
shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
the relevant Issuing Bank (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.


 


(b) In addition, the
Borrower shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.


 


(c) The Borrower shall
indemnify the Administrative Agent, each Lender and each Issuing Bank, within
ten (10) days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or such Issuing Bank, as the case may be, on or with respect to any payment by
or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. 
A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on
its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive
absent manifest error.


 


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(d) Each Lender and
each Issuing Bank shall indemnify the Borrower and the Administrative Agent,
within ten (10) days after written demand therefor, against any and all
Taxes and any and all related losses, claims, liabilities, penalties, interest
and reasonable expenses (including the fees, charges and disbursements of any
counsel for the Borrower or the Administrative Agent) incurred by or asserted
against the Borrower or the Administrative Agent by any Governmental Authority
as a result of the failure by such Lender or such Issuing Bank, as the case may
be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of,
any documentation required to be delivered to the Borrower or the
Administrative Agent pursuant to Section 2.17(f).  Each Lender and each Issuing Bank hereby
authorizes the Administrative Agent to set off and apply any and all amounts at
any time owing to such Lender or such Issuing Bank, as the case may be, under
this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this Section 2.17(d).


 


(e) As soon as
practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


 


(f) Any Foreign Lender
that is entitled to an exemption from or reduction of withholding tax under the
law of the jurisdiction in which the Borrower is located, or any treaty to
which such jurisdiction is a party, with respect to payments under this
Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.


 


(g) If the
Administrative Agent or a Lender determines, in its sole good faith discretion,
that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.17, it shall pay over such
refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.17 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrower, upon the
request of the Administrative Agent or such Lender, agrees to repay the amount
paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent or
such Lender in the event the Administrative Agent or such Lender is required to
repay such refund to such Governmental Authority. This Section shall not
be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which
it deems confidential) to the Borrower or any other Person.


 


(s)           Section 2.18(a) of the Credit Agreement is
amended to delete the reference to “the Issuing Bank” appearing therein and to
replace such reference with “an Issuing Bank”.


 


(t)            Sections 2.18(b), 9.03(a), 9.03(c), 9.05, 9.09(b), 9.13,
10.02, 10.03 and 10.07 of


 


9

















 


the Credit Agreement are amended to delete each reference to “the
Issuing Bank” appearing therein and to replace each such reference with “any
Issuing Bank”.


 


(u)           Section 2.18(e) of the Credit Agreement is
amended to (i) delete the first and second references to “the Issuing Bank”
appearing therein and to replace each such reference with “the Issuing Banks”, (ii) delete
the third reference to “the Issuing Bank” appearing therein and to replace such
reference with “each Issuing Bank” and (iii) add the word “such”
immediately prior to the fourth reference to “the Issuing Bank” appearing
therein.


 


(v)           Section 2.19(b) of the Credit Agreement is
amended to delete the parenthetical “(and if a Commitment is being assigned,
the Issuing Bank)” appearing therein.


 


(w)          Section 2.20(c)(v) of the Credit Agreement
is amended to (i) delete the first reference to “the Issuing Bank”
appearing therein and to replace such reference with “any Issuing Bank” and (ii) add
the word “relevant” immediately prior to the second reference to “the Issuing
Bank” appearing therein.


 


(x)            Section 2.20(d) of the Credit Agreement is
amended to delete the phrase “the Issuing Bank shall not” appearing therein and
to replace such phrase with the phrase “no Issuing Bank shall”.


 


(y)           Section 2.20 of the Credit Agreement is amended
to the delete the reference to “the Issuing Bank” appearing in the final
paragraph thereof and to replace such reference with the phrase “the relevant
Issuing Bank(s)”.


 


(z)            Section 4.01 of the Credit Agreement is amended
to delete each reference to “the Issuing Bank” appearing in the first and last
paragraphs thereof and to replace each such reference with “the Issuing Banks”.


 


(aa)         Section 4.02, 9.04(c)(i), 10.01, 10.05, 10.06,
10.11 and 10.12 and Article VIII of the Credit Agreement is amended to
delete each reference to “the Issuing Bank” appearing therein and to replace
each such reference with “the Issuing Banks”.


 


(bb)         Section 5.01(d) of the Credit Agreement is
amended to (i) delete the phrase “clause (a) or (b)” appearing
therein and to replace such phrase with the phrase “clauses (a), (b) or
(c)”, (ii) delete the phrase “clause (b)” appearing therein and to replace
such phrase with the phrase “clauses (b) and (c)” and (iii) delete
the phrase “clauses (a) and (b)” appearing therein and to replace such
phrase with the phrase “clauses (a), (b) and (c)”.


 


(cc)         Section 5.11 of the Credit Agreement is amended
to (i) delete the phrase “. It is anticipated that up to three (3) appraisals
per year will be conducted” appearing therein and (ii) amend and restate
clause (i) thereof in its entirety to read as follows:


(i) no more than, and
no less than, one (1) appraisal per year will be conducted if no Loans are
outstanding and no more than, and no less than, two (2) appraisals will be
conducted if any Loans are outstanding (subject to the following clause (ii)),


 


(dd)         Section 5.12 of the Credit Agreement is amended
to (i) delete the phrase “. It is anticipated that up to three (3) field
examinations per year will be conducted” appearing therein and (ii) amend
and restate clause (i) thereof in its entirety to read as follows:


 


10
















 


(i) no
more than, and no less than, one (1) field examination per year will be
conducted if no Loans are outstanding and no more than, and no less than, two (2) field
examinations will be conducted if any Loans are outstanding (subject to the
following clause (ii)) Administrative Agent elects to conduct a second field
examination in its sole discretion,


 


(ee)         Section 5.14
of the Credit is amended to delete the phrase “sixty (60) days after the
Effective Date” appearing therein and to replace such phrase with the phrase “thirty
(30) days after the Amendment No. 1 Effective Date”.


 


(ff)           Section 5.15(f) of
the Credit Agreement is amended and restated in its entirety to ready as
follows:


 


(f) 
As of the Amendment No. 1 Effective Date, each Loan Party acknowledges and
agrees that (i) all signature pages and exhibits to Confirmatory
Grants of Security Interest and all other documents, instruments and deliveries
previously provided to the Administrative Agent by such Loan Party to evidence
a first priority security interest of the Administrative Agent in such Loan
Party’s patents, trademarks, and copyrights, shall be automatically and
irrevocably released from escrow and (ii) the Administrative Agent shall
be authorized to (A) date any such items the date of the Amendment No. 1
Effective Date, (B) attach the executed signature pages of such Loan
Party thereto, and (C) make all filings and take any other actions
contemplated thereby in connection with creating and perfecting the
Administrative Agent’s Lien on the patents, trademarks and copyrights of such
Loan Party.


 


(gg)         Section 6.12(a) of
the Credit Agreement is amended to delete the phrase “average monthly”
appearing therein.


 


(hh)         Section 9.01(a)(iii) of
the Credit Agreement is amended and restated in its entirety to ready as
follows:


 


(iii) 
if to an Issuing Bank, to it at (A) JPMorgan Chase Bank, N.A., 270 Park
Avenue, 44th Floor, New York, NY 10017, Attention of Joseph A. Lisack (Telecopy
No. (646) 534-2288) or (B) Wells Fargo Retail Finance, LLC, One
Boston Place, 18th Floor, Boston, MA, 02108, Attention of Connie
Liu (Telecopy No. (617) 523-4029);


 


(ii)           Section 9.02(a) of
the Credit Agreement is amended to (i) delete the first and third
references to “the Issuing Bank” appearing therein and to replace each such
reference with “any Issuing Bank” and (ii) delete the second reference to “the
Issuing Bank” appearing therein and to replace such reference with “the Issuing
Banks”.


 


(jj)           Section 9.02(b) of
the Credit Agreement is amended to (i) delete the phrase “clauses (d) and
(e)” appearing in clause (ix) thereof and to replace such phrase with the
phrase “clauses (c) and (d)”, (ii) add the parenthetical “(or any
material portion of Collateral constituting patents, trademarks or copyrights)”
immediately after the phrase “all of the Collateral” appearing in clause (ix) thereof,
(iii) delete the first reference to “the Issuing Bank” appearing therein
and to replace such reference with “any Issuing Bank”, (iv) delete the
second reference to “the Issuing Bank” appearing therein and to replace such
reference with “such Issuing Bank” and (v) delete the third reference to “the
Issuing Bank” appearing therein and to replace such reference with “the Issuing
Banks”.


 


(kk)         Section 9.02(c)(1) of
the Credit Agreement is amended to add the parenthetical


 


11

















 


“(other than a material portion of Collateral constituting patents,
trademarks or copyrights)” immediately after the phrase “release its Liens on
Collateral” appearing therein.


 


(ll)           Section 9.03(b) of
the Credit Agreement is amended to (i) delete the first reference to “the
Issuing Bank” appearing therein and to replace such reference with “each
Issuing Bank” and (ii) delete the second reference to “the Issuing Bank”
appearing therein and to replace such reference with “any Issuing Bank”.


 


(mm)       Section 9.04(a) of
the Credit Agreement is amended to (i) add the word “relevant” immediately
prior to the first and second references to “Issuing Bank” appearing therein
and (ii) delete the third reference to “the Issuing Bank” appearing
therein and to replace such reference with “the Issuing Banks”.


 


(nn)         Section 9.04(b)(i) of
the Credit Agreement is amended to (i) add the word “and” immediately
following the semicolon appearing at the end of clause (A) thereof, (ii) delete
the phrase “; and” appearing at the end of clause (B) thereof and to
replace such phrase with a period and (iii) delete clause (C) thereof
in its entirety.


 


(oo)         Section 9.04(b)(iv) of
the Credit Agreement is amended to (i) delete the first reference to “the
Issuing Bank” appearing therein and to replace such reference with “the Issuing
Banks” and (ii) delete the second reference to “the Issuing Bank”
appearing therein and to replace such reference with “any Issuing Bank”.


 


(pp)         Section 9.12
of the Credit Agreement is amended to (i) delete the first reference to “the
Issuing Bank” appearing therein and to replace such reference with “the Issuing
Banks” and (ii) delete each subsequent reference to “the Issuing Bank”
appearing therein and to replace each such reference with “any Issuing Bank”.


 


(qq)         Wells
Fargo Retail Finance, LLC shall be an additional Lender under the Credit
Agreement.  Schedule 2.01 to the Credit
Agreement is replaced in its entirety with Schedule 2.01 attached
hereto.


 


(rr)           Exhibit A
to the Credit Agreement is amended to delete the phrase “and as Issuing Bank”
from the signature block of the Administrative Agent appearing therein.


 


(ss)         Exhibit D
to the Credit Agreement is amended to delete the phrase “the Issuing Bank”
appearing in the preamble thereto and to replace such phrase with “an Issuing
Bank”.


 


2.             Conditions
of Effectiveness.  The effectiveness
of this Amendment is subject to the conditions precedent that the
Administrative Agent shall have received (a) counterparts of this
Amendment duly executed by the Borrower, Holdings, the Lenders and the
Administrative Agent and the Consent and Reaffirmation attached hereto duly
executed by the Subsidiary Guarantors and (b) legal opinions reasonably
requested by the Administrative Agent in connection with this Amendment.


 


3.             Representations
and Warranties of Holdings and the Borrower.  Each of Holdings and the Borrower hereby
represents and warrants as follows:


 


(a)           This
Amendment and the Credit Agreement, as amended hereby, constitute legal, valid
and binding obligations of such Loan Party and are enforceable against such
Loan Party in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of


 


12

















 


whether considered in a proceeding in equity or at law.


 


(b)           As
of the date hereof and giving effect to the terms of this Amendment, (i) no
Default shall have occurred and be continuing and (ii) the representations
and warranties of such Loan Party set forth in the Credit Agreement, as amended
hereby, are true and correct as of the date hereof.


 


4.             Reference
to and Effect on the Credit Agreement.


 


(a)           Upon
the effectiveness hereof, each reference to the Credit Agreement in the Credit
Agreement or any other Loan Document shall mean and be a reference to the
Credit Agreement as amended hereby.


 


(b)           Except
as specifically amended above, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed.


 


(c)           The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or the
Lenders, nor constitute a waiver of any provision of the Credit Agreement or
any other documents, instruments and agreements executed and/or delivered in
connection therewith.


 


5.             Governing
Law.  This Amendment shall be
construed in accordance with and governed by the law of the State of New York.


 


6.             Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.


 


7.             Counterparts.  This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  Signatures delivered by
facsimile or PDF shall have the same force and effect as manual signatures
delivered in person.


 


[Signature Pages Follow]


 


13

















 


IN WITNESS WHEREOF, this
Amendment has been duly executed as of the day and year first above written.


 


 


	
   

  	
  ETHAN
  ALLEN GLOBAL, INC.,

  
	
   

  	
  as
  the Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M. Farooq Kathwari

  
	
   

  	
  Name

  	
  M.
  Farooq Kathwari

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  ETHAN
  ALLEN INTERIORS INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M. Farooq Kathwari

  
	
   

  	
  Name

  	
  M.
  Farooq Kathwari

  
	
   

  	
  Title:

  	
  President

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of May 29, 2009


 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  Administrative Agent, Issuing Bank, Swingline Lender and individually as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph A. Lisack

  
	
   

  	
  Name:

  	
  Joseph
  A. Lisack

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of May 29, 2009


 

















 


	
   

  	
  CAPITAL
  ONE LEVERAGE FINANCE CORP.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nick Malatestinic

  
	
   

  	
  Name:

  	
  Nick
  Malatestinic

  
	
   

  	
  Title:

  	
  SVP

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of May 29, 2009


 

















 


	
   

  	
  WELLS
  FARGO RETAIL FINANCE, LLC,

  
	
   

  	
  as
  Issuing Bank and individually as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Cory Loftus

  
	
   

  	
  Name:

  	
  Cory
  Loftus

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of May 29, 2009


 

















 


CONSENT AND REAFFIRMATION


 


Each of the undersigned
hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to
the Credit Agreement dated as of May 29, 2009 (the “Credit Agreement”)
by and among Ethan Allen Global, Inc. (the “Borrower”), Ethan Allen
Interiors Inc. (“Holdings”), the financial institutions from time to
time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as
Administrative Agent (the “Administrative Agent”), which Amendment No. 1
is dated as of October 23, 2009 (the “Amendment”).  Capitalized terms used in this Consent and
Reaffirmation and not defined herein shall have the meanings given to them in
the Credit Agreement.   Without in any
way establishing a course of dealing by the Administrative Agent or any Lender,
each of the undersigned consents to the Amendment and reaffirms the terms and
conditions of the Guarantee Agreement and any other Loan Document executed by
it and acknowledges and agrees that such agreements and each and every such
Loan Document executed by the undersigned in connection with the Credit
Agreement remains in full force and effect and is hereby reaffirmed, ratified
and confirmed.  All references to the
Credit Agreement contained in the above-referenced documents shall be a
reference to the Credit Agreement as so modified by the Amendment.


 


Dated:  October 23, 2009


 


[Signature
Page Follows]


 

















 


	
   

  	
  ETHAN
  ALLEN OPERATIONS, INC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M. Farooq Kathwari

  
	
   

  	
  Name

  	
  M.
  Farooq Kathwari  

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  LAKE
  AVENUE ASSOCIATES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M. Farooq Kathwari

  
	
   

  	
  Name

  	
  M.
  Farooq Kathwari

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  MANOR
  HOUSE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M. Farooq Kathwari

  
	
   

  	
  Name

  	
  M.
  Farooq Kathwari

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  ETHAN
  ALLEN REALTY LLC

  
	
   

  	
   

  
	
   

  	
  By
  Ethan Allen Operations, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M. Farooq Kathwari

  
	
   

  	
  Name

  	
  M.
  Farooq Kathwari

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  ETHAN
  ALLEN RETAIL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M. Farooq Kathwari

  
	
   

  	
  Name

  	
  M.
  Farooq Kathwari

  
	
   

  	
  Title:

  	
  President

  



 


Signature Page to
Consent and Reaffirmation to Amendment No. 1


Ethan Allen
Global, Inc.


Credit Agreement
dated as of May 20, 2009


 

















 


SCHEDULE 2.01


 


COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Wells Fargo Retail Finance, LLC

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Capital One Leverage Finance Corp.

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Commitment:

  	
   

  	
  $

  	
  60,000,000