Exhibit 10.1


 


AMENDMENT NO. 1


 


Dated as of January 29,
2009


 


to


 


CREDIT AGREEMENT


 


Dated as of July 21,
2005


 


THIS AMENDMENT NO. 1 (“Amendment”)
is made as of January 29, 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 July 21, 2005
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 add the following definitions thereto
and, where applicable, to replace the corresponding previously existing definitions:


 


“Agreement”
means this Credit Agreement, as amended, restated, supplemented or otherwise
modified from time to time.


 


 “Alternate Base Rate” means, for
any day, a rate per annum equal to the greatest of (a) the Prime Rate in
effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest
Period on such day (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1%, provided that, for the avoidance of
doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing
on the Reuters BBA Libor Rates Page 3750 (or on any successor or
substitute page of such page) at approximately 11:00 


 

















 


a.m.
London time on such day.  Any change in
the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including
the effective date of such change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate, respectively.


 


“Amendment
No. 1 Effective Date” means January 29, 2009.


 


“Applicable Rate” means, for any day, with respect to any
Eurodollar Revolving Loan or any ABR Revolving Loan, or with respect to the
facility fees payable hereunder, as the case may be, the applicable rate per
annum set forth below under the caption “Eurodollar Spread”, “ABR Spread” or “Facility
Fee Rate”, as the case may be, based upon the ratings by Moody’s and S&P,
respectively, applicable on such date to the Index Debt:


 


	
  Index Debt

  Ratings

  	
   

  	
  Eurodollar

  Spread

  	
   

  	
  ABR Spread

  	
   

  	
  Facility Fee

  Rate

  	
   

  
	
  Category
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A3 or A- or higher

  	
   

  	
   

  	
  1.35

  	
  %

  	
  0.35

  	
  %

  	
  0.175

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category
  2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baa1 or BBB+

  	
   

  	
   

  	
  1.575

  	
  %

  	
  0.575

  	
  %

  	
  0.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category
  3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baa2 or BBB

  	
   

  	
   

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  	
  0.30

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category
  4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baa3 or BBB-

  	
   

  	
   

  	
  1.95

  	
  %

  	
  0.95

  	
  %

  	
  0.35

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category
  5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lower than Baa3 or BBB-

  	
   

  	
   

  	
  2.60

  	
  %

  	
  1.60

  	
  %

  	
  0.40

  	
  %

  



 


For
purposes of the foregoing, (i) during the period from the Closing Date
through September 30, 2005, so long as Moody’s shall not have in effect a
rating for the Index Debt, then the Applicable Rate shall be determined based
on Category 2, (ii) after the earlier to occur of (A) the rating by
Moody’s described in clause (i) and (B) September 30, 2005, if
either Moody’s or S&P shall not have in effect a rating for the Index Debt,
then the Applicable Rate shall be determined based on the rating established by
the remaining rating agency; (iii) if at any time both Moody’s and S&P
shall not have in effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the last sentence of this definition), then
such rating agency shall be deemed to have established a rating in Category 5; (iv) if
the ratings established or deemed to have been established by Moody’s and
S&P for the Index Debt shall fall within different Categories, the
Applicable Rate shall be based on the higher of the two ratings unless one of
the two ratings is two or more Categories lower than the other, in which case
the Applicable Rate shall be determined by reference to the Category next below
that of the higher of the two ratings; and (v) if the ratings established
or deemed to have been established by Moody’s and S&P for the Index Debt
shall be changed (other than as a result of a change in the rating system of
Moody’s or S&P), such change shall be effective as of the date on which it
is first announced by the applicable rating agency, irrespective of when notice
of such change shall have been furnished by the Borrower to the Agent and the
Lenders pursuant 


 


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to
Section 5.01 or otherwise.  Each
change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. 
If the rating system of Moody’s or S&P shall change, or if either
such rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined by
reference to the rating most recently in effect prior to such change or
cessation.


 


“Banking Services”
means each and any of the following bank services provided to the Borrower or
any Subsidiary by any Lender or any of its Affiliates: (a) commercial
credit cards, (b) stored value cards and (c) treasury management
services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, overdrafts and interstate depository
network services).


 


“Banking Services
Agreement” means any agreement entered into by the Borrower or any
Subsidiary in connection with Banking Services.


 


“Banking
Services Obligations” means any and all obligations of the Borrower or any
Subsidiary, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor) in connection with Banking
Services.


 


“Collateral”
means the property (i.e., accounts receivable, inventory and related assets
described in the Security Agreement) which is owned by a Loan Party and covered
by the Collateral Documents; provided that “Collateral” shall not
include any Excluded Assets.


 


“Collateral
Documents” means, collectively, the Security Agreement and all other
agreements, instruments and documents executed in connection with this
Agreement that are intended to create, perfect or evidence Liens to secure the
Secured Obligations, and all other related written matter whether heretofore, now,
or hereafter executed by Holdings, the Borrower or any of its Subsidiaries and
delivered to the Administrative Agent.


 


“Defaulting
Lender” means any Lender, as determined by the Administrative Agent, that
has (a) failed to fund any portion of its Loans or participations in
Letters of Credit or Swingline Loans within three (3) Business Days of the
date required to be funded by it hereunder, (b) notified the Borrower, the
Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in
writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement or under
other agreements in which it commits to extend credit (unless such statement is
limited to specified agreement(s), other than this Agreement), (c) failed,
within three (3) Business Days after request by the Administrative Agent,
to confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans and participations in then outstanding
Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to
the Administrative Agent or any other Lender any other amount required to be paid
by it hereunder within three (3) Business Days of the date when due,
unless the subject of a good faith dispute, or (e) (i) become or is 


 


3

















 


insolvent
or has a parent company that has become or is insolvent or (ii) become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in
any such proceeding or appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in
any such proceeding or appointment.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or
other equity ownership interests in a Person, and any warrants, options or
other rights entitling the holder thereof to purchase or acquire any such
equity interest.


 


“Excluded
Assets” means any “Principal Property” as defined in that certain Indenture
dated as of September 27, 2005 by and among certain of the Loan Parties
and U.S. Bank National Association as in effect on the Amendment No. 1
Effective Date and without giving effect to any amendments or modifications
thereto after the Amendment No. 1 Effective Date.


 


“Holders
of Secured Obligations” means the holders of the Secured Obligations from
time to time and shall include (i) each Lender and each Issuing Bank in
respect of its Loans and LC Exposure respectively, (ii) the Administrative
Agent, the Issuing Banks and the Lenders in respect of all other present and
future obligations and liabilities of Holdings, the Borrower and each
Subsidiary of every type and description arising under or in connection with
this Agreement or any other Loan Document, (iii) each Lender and affiliate
of such Lender in respect of Rate Protection Agreements and Banking Services
Agreements entered into with such Person by the Borrower or any Subsidiary, (iv) each
indemnified party under Section 9.03 in respect of the obligations and liabilities
of the Borrower to such Person hereunder and under the other Loan Documents,
and (v) their respective successors and (in the case of a Lender,
permitted) transferees and assigns.


 


“Loan
Documents” means this Agreement, the Collateral Documents, the Guarantee
Agreement and the Indemnity, Subrogation and Contribution Agreement.


 


“Rate
Protection Obligations” means any and all obligations of the Borrower or
any Subsidiary, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any and all
Rate Protection Agreements permitted hereunder with a Lender or an Affiliate of
a Lender, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any such Rate Protection Agreement transaction.


 


“Release
Event” shall have the meaning given to that term in Section 5.11(e).


 


“Restricted
Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in Holdings,
the Borrower or any Subsidiary, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination
of any such Equity 


 


4

















 


Interests
in Holdings or the Borrower or any option, warrant or other right to acquire
any such Equity Interests in Holdings or the Borrower.


 


“Secured
Obligations” means all Obligations, together with all Rate Protection
Obligations and Banking Services Obligations owing to one or more Lenders or
their respective Affiliates.


 


“Security
Agreement” means that certain Security Agreement (including any and all
supplements thereto), dated as of the Trigger Date, between the Loan Parties
and the Administrative Agent, for the benefit of the Administrative Agent and
the other Holders of Secured Obligations, and any other pledge or security
agreement entered into, after the date of this Agreement by any other Loan
Party (as required by this Agreement or any other Loan Document), or any other
Person, as the same may be amended, restated or otherwise modified from time to
time.


 


“Trigger
Date” means, on or after the Amendment No. 1 Effective Date, the
earliest date on which either of following events shall occur: (a) the
Consolidated Fixed Charge Coverage Ratio (calculated in accordance with Section 6.06)
is less than 2.00 to 1.00 or (b) the first to occur of receipt by the
Borrower of a Corporate Credit Rating or Senior Unsecured Rating of BB+ or
lower from S&P or a Senior Unsecured Rating of Ba1 or lower from Moody’s.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State
of New York or any other state the laws of which are required to be applied in
connection with the perfection of security interests in the Collateral.


 


“Unliquidated
Obligations” means, at any time, any Secured Obligations (or portion thereof)
that are contingent in nature or unliquidated at such time, including any
Secured Obligation that is: (i) an obligation to reimburse a bank for
drawings not yet made under a letter of credit issued by it; (ii) any
other obligation (including any guarantee) that is contingent in nature at such
time; or (iii) an obligation to provide collateral to secure any of the
foregoing types of obligations.


 


(b)                                 Section 1.01
of the Credit Agreement is amended to delete the defined terms “Assessment Rate”,
“Base CD Rate” and “Three Month Secondary CD Rate” appearing therein.


 


(c)                                  The definition
of “Commitment” appearing in Section 1.01 of the Credit Agreement is
amended to delete the last sentence thereof and to replace such sentence with
the following sentence:


 


As
of the Amendment No. 1 Effective Date, the aggregate amount of the Lenders’
Commitments is $100,000,000.


 


(d)                                 The definition
of “Statutory Reserve Rate” appearing in Section 1.01 of the Credit
Agreement is amended to delete clauses (a) and (b) appearing therein.


 


(e)                                  Section 2.06(b)(i) of
the Credit Agreement is amended to delete the amount “$100,000,000” appearing
therein and to replace such amount with the amount “25,000,000”.


 


(f)                                    Section 2.18
of the Credit Agreement is amended to (1) add the phrase “; Allocations
of Proceeds” to the end of the heading thereof, (2) change clause (e) thereto
to a new clause (f) thereto and (3) to add the following as a new
clause (e) thereto:


 


5

















 


(e)                                  Any proceeds of Collateral received by the
Administrative Agent (i) not constituting a specific payment of principal,
interest, fees or other sum payable under the Loan Documents (which shall be
applied as specified by the Borrower) or (ii) after an Event of Default
has occurred and is continuing and the Administrative Agent so elects or the
Required Lenders so direct, such funds shall be applied ratably first,
to pay any fees, indemnities, or expense reimbursements including amounts then
due to the Administrative Agent and the Issuing Bank from the Borrower (other
than in connection with Banking Services Obligations and Rate Protection
Obligations), second, to pay any fees or expense reimbursements then due
to the Lenders from the Borrower (other than in connection with Banking
Services Obligations and Rate Protection Obligations), third, to pay
interest then due and payable on the Loans ratably, fourth, to prepay
principal on the Loans and unreimbursed LC Disbursements ratably, fifth,
to pay an amount to the Administrative Agent equal to one hundred two percent
(102%) of the aggregate undrawn face amount of all outstanding Letters of
Credit and the aggregate amount of any unpaid LC Disbursements, to be held as
cash collateral for such Obligations, sixth, to payment of any amounts
owing with respect to Banking Services Obligations and Rate Protection
Obligations, and seventh, to the payment of any other Secured Obligation
due to the Administrative Agent or any Lender by the Borrower.  Notwithstanding anything to the contrary
contained in this Agreement, unless so directed by the Borrower, or unless a
Default is in existence, none of the Administrative Agent or any Lender shall
apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on
the expiration date of the Interest Period applicable to any such Eurodollar
Loan or (b) in the event, and only to the extent, that there are no
outstanding ABR Loans of the same Class and, in any event, the Borrower
shall pay the break funding payment required in accordance with Section 2.16.  The Administrative Agent and the Lenders
shall have the continuing and exclusive right to apply and reverse and reapply
any and all such proceeds and payments to any portion of the Secured
Obligations.


 


(g)                                 Section 2.19(b) of
the Credit Agreement is amended to (1) delete the phrase “defaults in its
obligation to fund Loans hereunder” appearing in the first sentence thereof and
to replace such phrase with the phrase “becomes a Defaulting Lender” and (2) add
the parenthetical “(and if a Commitment is being assigned, each Issuing Bank)”
immediately after the reference “Administrative Agent” appearing in clause (i) of
the proviso therein.


 


(h)                                 Section 2.20(a) of
the Credit Agreement is amended to (1) add the phrase “, on or after the
Amendment No. 1 Effective Date,” immediately after the phrase “the sum of
the total Commitments shall not” appearing therein and (2) delete the
amount “$300,000,000” appearing therein and to replace such amount with the
amount “$100,000,000”.


 


(i)                                     Article II
of the Credit Agreement is amended to add each of the following as a new Section 2.21
and Section 2.22 thereof, respectively:


 


SECTION 2.21  Defaulting Lenders.  Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting
Lender:


 


(a)                                  if any
Swingline Exposure or LC Exposure exists at the time a Lender is a Defaulting
Lender, the Borrower shall within one (1) Business Day following notice by
the Administrative Agent (i) prepay such Swingline Exposure or, if agreed
by the Swingline Lender, cash collateralize the Swingline Exposure of the
Defaulting Lender on terms satisfactory to the Swingline Lender and (ii) cash
collateralize such Defaulting 


 


6

















 


Lender’s LC Exposure in
accordance with the procedures set forth in Section 2.06(k) for so
long as such LC Exposure is outstanding; and


 


(b)                                 the Swingline
Lender shall not be required to fund any Swingline Loan and no Issuing Bank
shall not be required to issue, amend or increase any Letter of Credit unless
it is satisfied that cash collateral will be provided by the Borrower in
accordance with Section 2.21(a).


 


SECTION 2.22  Occurrence of Trigger Date.  Each of Holdings and the Borrower hereby
acknowledge and agree that, effective as of the Trigger Date, (i) all
signature pages, documents, instruments and all other deliveries related to the
Collateral Documents that have been provided to the Administrative Agent by
Holdings, the Borrower or any of its Subsidiaries in accordance with the terms
of Amendment No. 1 to this Agreement, dated as of the Amendment No. 1
Effective Date, are automatically and irrevocably released, and (ii) the
Administrative Agent is hereby authorized to (a) date all such items the
date of the Trigger Date, (b) attach the applicable signature pages of
the Loan Parties thereto and (c) make all filings and take any other
actions contemplated thereby in connection with creating and perfecting Liens
in favor of the Administrative Agent for the benefit of itself and the other
Holders of Secured Obligations.


 


(j)                                     Section 3.02
of the Credit Agreement is amended to add the phrase “other than Liens created
under the Loan Documents” before the period, and immediately following the
reference to “Subsidiary”, at the end of the last sentence thereof.


 


(k)                                  Section 3.06
of the Credit Agreement is amended to (1) delete the phrase “As of the
Effective Date, there” appearing therein and to replace such phrase with the
word “There” and (2) delete the year “2004” appearing therein and to
replace such year with the year “2008”.


 


(l)                                     Article III
of the Credit Agreement is amended to add the following as a new Section 3.21
thereof:


 


SECTION 3.21.  Security Interest in Collateral.  On and after the Trigger Date, the provisions
of this Agreement and the other Loan Documents create legal and valid  Liens on all the Collateral in favor of the
Administrative Agent, for the benefit of the Holders of Secured Obligations,
and upon the filing of required financing statements by the Administration
Agent such Liens will constitute perfected Liens on the Collateral, securing
the Secured Obligations, enforceable against the applicable Loan Party and all
third parties, and having priority over all other Liens on the Collateral
except in the case of (a) Liens permitted by Section 6.02, to the
extent any such Liens would have priority over the Liens in favor of the
Administrative Agent pursuant to any applicable law and (b) Liens
perfected only by possession (including possession of any certificate of title)
or control to the extent the Administrative Agent has not obtained or does not
maintain possession or control of such Collateral.


 


(m)                               Section 5.02
of the Credit Agreement is amended to (1) change the first paragraph
thereof to a new clause (a) thereof and (2) to add the following as a
new clause (b) thereto:


 


(b)                                 On the Trigger Date (or such later date as
may be agreed upon by the Administrative Agent), the Borrower will furnish to
the Lenders, upon request of the Administrative Agent, information in
reasonable detail as to the insurance so maintained.  The Borrower shall deliver to the
Administrative Agent endorsements to all physical 


 


7

















 


damage
insurance policies on all of the Inventory naming the Administrative Agent as
lender loss payee.  In the event the
Borrower or any of its Subsidiaries at any time or times hereafter shall fail
to obtain or maintain any of the policies or insurance required herein or to
pay any premium in whole or in part relating thereto, then the Administrative
Agent, without waiving or releasing any obligations or resulting Default
hereunder, may at any time or times thereafter (but shall be under no
obligation to do so) obtain and maintain such policies of insurance and pay
such premiums and take any other action with respect thereto which the
Administrative Agent deems advisable. 
All sums so disbursed by the Administrative Agent shall constitute part
of the Obligations, payable as provided in this Agreement.  The Borrower will furnish to the
Administrative Agent and the Lenders prompt written notice of any casualty or
other insured damage to any material portion of the Inventory or the commencement
of any action or proceeding for the taking of any material portion of the
Inventory or interest therein under power of eminent domain or by condemnation
or similar proceeding.


 


(n)                                 Section 5.09(ii) of
the Credit Agreement is amended to (i) add the phrase “, within 30 days of
such Person becoming a Subsidiary (in the case of a new Subsidiary) or no
longer qualifying for exclusion pursuant to the preceding parenthetical (in the
case of an existing Subsidiary),” immediately prior to the reference to “undertake”
appearing therein and (ii) add the phrase “, to be accompanied by
appropriate corporate resolutions, other corporate organizational and
authorization documentation and legal opinions (consistent with the legal
opinion delivered on the Effective Date)” immediately after the phrase “one
or  more instruments or agreements”
appearing therein.


 


(o)                                 Article V
of the Credit Agreement is amended to add the following as a new Section 5.11
thereto:


 


SECTION 5.11  Collateral.


 


(a)                                  Within one (1) Business Day following
the Trigger Date (or such later date as may be agreed upon by the
Administrative Agent), the Borrower will deliver to the Administrative Agent: (i) complete
and correct schedules to each of the Collateral Documents and (ii) legal
opinion(s) in form and substance reasonably satisfactory to the
Administrative Agent in respect of the Collateral Documents.


 


(b)                                 Following the Trigger Date, on the date on
which a Subsidiary (that was not a Subsidiary Guarantor as of the Trigger Date)
becomes a Subsidiary Guarantor pursuant to Section 5.09 (or such later
date as may be agreed upon by the Administrative Agent), the Borrower shall
provide the Administrative Agent with written notice thereof and shall cause
each such Subsidiary Guarantor to deliver to the Administrative Agent a joinder
to the Security Agreement (in the form contemplated thereby) pursuant to which
such Subsidiary agrees to be bound by the terms and provisions thereof, such
joinder to be accompanied by appropriate corporate resolutions, other corporate
organizational and authorization documentation and legal opinions in form and
substance reasonably satisfactory to the Administrative Agent.


 


(c)                                  On the Trigger Date (or such later date as
may be agreed upon by the Administrative Agent), the Borrower will cause, and
will cause each other Loan Party to cause, all of its owned property (to the
extent constituting accounts receivable, inventory and related assets covered
by the Security Agreement) to be subject at all times to first priority, perfected
Liens in favor of the Administrative Agent for the benefit of the Holders of
Secured Obligations to secure the Secured Obligations in accordance with the 


 


8

















 


terms
and conditions of the Collateral Documents, subject in any case to Liens
permitted by Section 6.02.


 


(d)                                 Without limiting the foregoing, the Borrower
will, and will cause each other Loan Party to, execute and deliver, or cause to
be executed and delivered, to the Administrative Agent such documents,
agreements and instruments, and will take or cause to be taken such further
actions (including the filing and recording of financing statements, fixture
filings and other documents and such other actions or deliveries of the type
required by Section 4.01, as applicable), which may be required by law or
which the Administrative Agent may, from time to time, reasonably request to
carry out the terms and conditions of this Agreement and the other Loan
Documents and to ensure perfection and priority of the Liens created or
intended to be created by the Collateral Documents, all at the expense of the
Borrower.


 


(e)                                  Notwithstanding the foregoing or anything
else contained in this Agreement or any other Loan Document to the contrary,
the parties hereto acknowledge and agree that in the event that (i) the
Index Debt receives, after the Trigger Date, investment grade ratings (without
third-party credit enhancement) from both S&P (at least BBB- with stable
outlook) and Moody’s (at least Baa3 with stable outlook), (ii) Consolidated
EBITDA (as certified in the most recent certificate delivered pursuant to Section 5.04(c))
for each of the two most recently ended periods of four consecutive fiscal
quarters is not less than $125,000,000 and (iii) the Consolidated Fixed Charge
Coverage Ratio for each such period is greater than 2.5 to 1.0, the security
interests granted pursuant to the Collateral Documents will be released (the “Release
Event”); provided that if either such investment grade rating from
S&P or Moody’s subsequently falls below BBB- or Baa3 respectively,
Holdings, the Borrower and its applicable Subsidiaries will re-grant the
security interests in the Collateral pursuant to comparable Collateral
Documents and no further ratings-based collateral releases will be permissible.


 


(p)                                 Section 6.02
of the Credit Agreement is amended to (1) delete the word “and” appearing
at the end of clause (l) thereof, (2) delete the period appearing at
the end of clause (m) thereof and to replace such period with the phrase “;
and” and (3) to add the following as a new clause (n) thereto:


 


(n)                                 Liens created pursuant to any Loan Document.


 


(q)                                 Section 6.03
of the Credit Agreement is amended and restated in its entirety to read as
follows:


 


SECTION 6.03.  Certain Acquisitions.  Neither Holdings nor the Borrower will, nor
will they permit any Subsidiary to, purchase, lease or otherwise acquire (in
one transaction or a series of related transactions) any property or assets
constituting all or a majority of the Equity Interests in a Person or all or
substantially all of a division or line of business of a Person, except
acquisitions by the Borrower of the Equity Interests in a Person (the “Issuer”)
or of such division or line of business so long as (i) the aggregate
consideration paid in connection with all such acquisitions on and after the
Amendment No. 1 Effective Date does not exceed $60,000,000; (ii) the
Issuer shall be engaged in, or the property and assets acquired shall be used
in connection with, the same or related (ancillary or complementary) line of
business as the Borrower; (iii) all necessary governmental approvals and
third party consents for the acquisition have been obtained without imposing
burdensome conditions, all appeal periods have expired and there shall 


 


9

















 


be
no governmental or judicial action, pending or threatened, restraining or
imposing burdensome conditions on such acquisition; (iv) after giving
effect to the acquisition, and on a pro forma basis (including the financial
results of the Borrower and the Subsidiaries and the Issuer or the property and
assets to be acquired, as the case may be, and giving pro forma effect to any
Indebtedness to be incurred in connection with such acquisition) for the period
of four consecutive fiscal quarters ending immediately prior to such
acquisition, no Event of Default or Default shall have occurred and be
continuing and the Borrower shall have delivered to the Administrative Agent a
certificate of a Financial Officer certifying compliance with the conditions
set forth in this clause (iv) and setting forth pro forma calculations
demonstrating such compliance; and (v) in the case of any such acquisition
of capital stock, the Issuer shall become a Subsidiary Guarantor under the
Guarantee Agreement and shall comply with the terms and conditions of Section 5.11.


 


(r)                                    Section 6.04(a) of
the Credit Agreement is amended to delete the phrase “all or any substantial
part” appearing therein and to replace such phrase with the word “any”.


 


(s)                                  Section 6.04(b) of
the Credit Agreement is amended and restated in its entirety to read as
follows:


 


(b)                                 Notwithstanding the provisions of paragraph (a) above:


 


(i)                                     the Borrower and its Subsidiaries may sell,
transfer or otherwise dispose of assets to each other;


 


(ii)                                  Holdings, the Borrower and the Subsidiaries
may (A) sell inventory in the ordinary course of business, (B) effect
sales, trade-ins or dispositions of used equipment for value in the ordinary
course of business consistent with past practice and (C) enter into
licenses of intellectual property or technology in the ordinary course of
business; and


 


(iii)                               the Borrower and its Subsidiaries may sell,
transfer or otherwise dispose of real property, machinery and equipment and
other assets; provided that (A) such dispositions are made for fair
value and (B) after giving effect to any such sale, transfer or
disposition the aggregate book value of all such assets disposed of on and
after the Amendment No. 1 Effective Date in reliance upon this clause (ii) would
not exceed $60,000,000.


 


(t)                                    Section 6.06
of the Credit Agreement is amended to (1) delete the date “June 30,
2005” appearing therein and to replace such date with the date “December 31,
2008” and (2) delete the ratio “3.00 to 1” appearing therein and to
replace such ratio with the ratio “1.75 to 1.00”.


 


(u)                                 Section 6.07
of the Credit Agreement is amended to delete the ratio “3.00 to 1” appearing
therein and to replace such ratio with the ratio “3.25 to 1.00”.


 


(v)                                 Article VI
of the Credit Agreement is amended to add the following as a new Section 6.09
thereto:


 


SECTION 6.09.  Restricted Payments.  Neither Holdings nor the Borrower will, nor
will they permit any Subsidiary to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except (a) Holdings may
declare and pay dividends 


 


10

















 


with
respect to its Equity Interests payable solely in additional shares of its
common stock, (b) the Borrower and the Subsidiaries may declare and pay
dividends ratably with respect to their Equity Interests, (c) Holdings and
the Borrower may make Restricted Payments pursuant to and in accordance with
stock option plans or other benefit plans for management or employees of
Holdings, the Borrower and the Subsidiaries and (d) Holdings, the Borrower
and its Subsidiaries may make any Restricted Payment so long as no Default or
Event of Default has occurred and is continuing prior to making such Restricted
Payment or would arise after giving effect (including pro forma effect) thereto
(provided that, no such Restricted Payment shall be permitted if the
Consolidated Fixed Charge Coverage Ratio at the time such Restricted Payment is
declared or after giving effect to such Restricted Payment is or would be less
than 2.0 to 1.0, other than dividends declared in an aggregate amount not to
exceed $4,000,000 and paid during the subsequent fiscal quarter of the
Borrower).


 


(w)                               Clause (d) of
Article VII of the Credit Agreement is amended to delete the reference “Section 5.01(a),
or 5.08 or in Article VI” appearing therein and to replace such reference
with the reference “Section 5.01(a), 5.08, 5.09 or 5.11 or in Article VI”.


 


(x)                                   Clause (g) of
Article VII of the Credit Agreement is amended to delete the phrase “windingup”
appearing therein and to replace such phrase with the phrase “winding up”.


 


(y)                                 Article VII
of the Credit Agreement is amended to (1) delete the word “or” appearing
at the end of clause (m) thereof, (2) add the word “or” immediately
after the semicolon appearing at the end of clause (n) thereof and (3) to
add the following as a new clause (o) thereto:


 


(o)                                 at any time after the Trigger Date, any
Collateral Document shall for any reason fail to create a valid and perfected
first priority security interest in any material portion of the Collateral
purported to be covered thereby, except as permitted by the terms of any Loan
Document;


 


(z)                                   The final
paragraph of Article VII of the Credit Agreement is amended to add the
following as a new final sentence thereto:


 


Upon
the occurrence and during the continuance of an Event of Default, the
Administrative Agent may, and at the request of the Required Lenders shall,
exercise any rights and remedies provided to the Administrative Agent under the
Loan Documents or at law or equity, including all remedies provided under the
UCC.


 


(aa)                            Article VIII
of the Credit Agreement is amended to (1) add the phrase “(iv)”
immediately before the phrase “the validity, enforceability, effectiveness or
genuineness” appearing in clause (iii) of the third paragraph thereof, (2) delete
the word “or” appearing immediately before clause (v) of the third
paragraph thereof, (3) add the phrase “or (vi) the creation,
perfection or priority of Liens on the Collateral or the existence of the
Collateral” before the period, and immediately following the reference to “Administrative
Agent”, at the end of clause (v) of the third paragraph thereof and (4) add
the following as a new final paragraph thereof:


 


In
its capacity, the Administrative Agent is a “representative” of the Holders of
Secured Obligations within the meaning of the term “secured party” as defined
in the New York Uniform Commercial Code. 
Each Lender authorizes the Administrative Agent to enter into each of
the Collateral Documents to which it is a party and to take all action
contemplated by such documents.  Each
Lender agrees that no Holder of Secured 


 


11

















 


Obligations
(other than the Administrative Agent) shall have the right individually to seek
to realize upon the security granted by any Collateral Document, it being
understood and agreed that such rights and remedies may be exercised solely by
the Administrative Agent for the benefit of the Holders of Secured Obligations
upon the terms of the Collateral Documents. 
In the event that any Collateral is hereafter pledged by any Person as
collateral security for the Secured Obligations, the Administrative Agent is
hereby authorized, and hereby granted a power of attorney, to execute and
deliver on behalf of the Holders of Secured Obligations any Loan Documents
necessary or appropriate to grant and perfect a Lien on such Collateral in
favor of the Administrative Agent on behalf of the Holders of Secured
Obligations.  The Lenders hereby
authorize the Administrative Agent, and the Administrative Agent hereby agrees,
to release any Lien granted to or held by the Administrative Agent upon any
Collateral (i) upon the occurrence of the Release Event, (ii) upon
the termination of the all Commitments, payment and satisfaction in full in
cash of all Secured Obligations (other than Unliquidated Obligations, and
Banking Services Obligations and Rate Protection Obligations not yet due and
payable), and the cash collateralization of all Unliquidated Obligations in a
manner reasonably satisfactory to the Administrative Agent; (iii) constituting
property being sold or disposed of if the Borrower certifies to the
Administrative Agent that the sale or disposition is permitted by the terms of
this Agreement (and the Administrative Agent may rely conclusively on any such
certificate, without further inquiry); (iv) as required to effect any sale
or other disposition of such Collateral in connection with any exercise of
remedies of the Administrative Agent and the Lenders pursuant to Article VII;
(v) as permitted by, but only in accordance with, the terms of the
applicable Loan Document; or (vi) if approved, authorized or ratified in
writing by the Required Lenders, provided that, except as set forth in
the foregoing clauses (i) and (ii), the Administrative Agent shall not
release all or substantially all of the Collateral without the consent of all
of the Lenders hereunder.  Upon request
by the Administrative Agent at any time, the Lenders will confirm in writing
the Administrative Agent’s authority to release particular types or items of
Collateral pursuant hereto.  Upon any
sale or transfer of assets constituting Collateral which is permitted pursuant
to the terms of any Loan Document, or consented to in writing by the Required
Lenders or all of the Lenders, as applicable, and upon at least five (5) Business
Days’ prior written request by the Borrower to the Administrative Agent, the
Administrative Agent shall (and is hereby irrevocably authorized by the Lenders
to) execute such documents as may be necessary to evidence the release of the
Liens granted to the Administrative Agent for the benefit of the Holders of
Secured Obligations herein or pursuant hereto upon the Collateral that was sold
or transferred; provided, however, that (i) the
Administrative Agent shall not be required to execute any such document on
terms which, in the Administrative Agent’s opinion, would expose the
Administrative Agent to liability or create any obligation or entail any consequence
other than the release of such Liens without recourse or warranty, and (ii) such
release shall not in any manner discharge, affect or impair the Secured
Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary
in respect of) all interests retained by the Borrower or any Subsidiary,
including (without limitation) the proceeds of the sale, all of which shall
continue to constitute part of the Collateral.


 


(bb)                          Section 9.01(a) of
the Credit Agreement is amended to (1) change fax number for CFO Treasurer
to “(203) 743-8469” in clause (i) thereof, (2) add the phrase “Attention
of Clifford Trapani (Telephone No. (713) 750-2938); and” to the end of
clause (iii) thereof and (3) to delete the phrase “Attention of
Clifford Trapani (Telephone No. (713) 750-2938); and” appearing in clause (iv) thereof.


 


12

















 


(cc)                            Article IX
of the Credit Agreement is amended to add the following as a new Section 9.15
thereto:


 


SECTION 9.15.  Appointment for Perfection.  Each Lender hereby appoints each other Lender
as its agent for the purpose of perfecting Liens, for the benefit of the
Administrative Agent and the Holders of Secured Obligations, in assets which,
in accordance with Article 9 of the UCC or any other applicable law can be
perfected only by possession.  Should any
Lender (other than the Administrative Agent) obtain possession of any such
Collateral, such Lender shall notify the Administrative Agent thereof, and,
promptly upon the Administrative Agent’s request therefor shall deliver such
Collateral to the Administrative Agent or otherwise deal with such Collateral
in accordance with the Administrative Agent’s instructions.


 


(dd)                          The Commitments
of the Lenders are reduced to the amounts set forth on Schedule 2.01 attached
hereto.


 


2.                                       Conditions of
Effectiveness.  The
effectiveness of this Amendment is subject to the conditions precedent that (a) the
Administrative Agent shall have received counterparts of this Amendment duly
executed by the Borrower, Holdings, the Required Lenders and the Administrative
Agent and the Consent and Reaffirmation attached hereto duly executed by the
Subsidiary Guarantors, (b) the Borrower shall have paid to the
Administrative Agent, for the account of each Lender that executes and delivers
its signature page hereto by such time as is requested by the
Administrative Agent, an amendment fee equal to a percentage specified by the
Administrative Agent to such Lender in respect of such Lender’s Commitment, (c) the
Borrower shall have paid all of the fees of the Administrative Agent and its
affiliates (including, to the extent invoiced, reasonable attorneys’ fees and
expenses of the Administrative Agent) in connection with this Amendment and the
other Loan Documents and (d) the Borrower and its Subsidiaries shall have
delivered to the Administrative Agent all Collateral Documents and related
instruments, legal opinions and documents requested by the Administrative Agent
in connection with the effectiveness of this Amendment (all such items in final
form but for the insertion of the Trigger Date as the effective date thereof
and the attachment of the relevant signature pages thereto) and, as
applicable, signature pages thereto.


 


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
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.


 


13

















 


(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]


 


14
















 


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:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ETHAN
  ALLEN INTERIORS INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of July 21, 2005


 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  individually
  and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of July 21, 2005


 

















 


	
   

  	
  RBS
  CITIZENS, NATIONAL ASSOCIATION (successor by merger to Citizens Bank of
  Massachusetts), individually and as Co-Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of July 21, 2005


 

















 


	
   

  	
  WACHOVIA
  BANK NATIONAL ASSOCIATION, individually and as Co-Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of July 21, 2005


 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of July 21, 2005


 

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of July 21, 2005


 

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of July 21, 2005


 

















 


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 July 21, 2005 (as may be further amended,
supplemented or otherwise modified from time to time, 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 January 29, 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 and as the
same may from time to time hereafter be amended, modified or restated.


 


Each of the undersigned
hereby acknowledges and agrees that any deliveries made by it to the
Administrative Agent in connection with the Amendment (including, without
limitation, signature pages to Loan Documents) shall be automatically and
irrevocably released pursuant to Section 2.22 of the Credit Agreement (as
amended by the Amendment) in accordance with the terms and conditions of such Section 2.22
without any further action or consent by any of the undersigned.


 


Dated:  January 29, 2009


 


[Signature
Page Follows]


 

















 


	
   

  	
  ETHAN
  ALLEN OPERATIONS, INC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  LAKE
  AVENUE ASSOCIATES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MANOR
  HOUSE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ETHAN
  ALLEN REALTY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ETHAN
  ALLEN CARRIAGE HOUSE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ETHAN
  ALLEN RETAIL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Page to Consent
and Reaffirmation to Amendment No. 1


Ethan Allen Global, Inc.


Credit Agreement dated as
of July 21, 2005


 

















 


SCHEDULE 2.01


 


COMMITMENTS


 


	
  LENDER

  	
   

  	
  COMMITMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE
  BANK, N.A.

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RBS CITIZENS,
  NATIONAL ASSOCIATION

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WACHOVIA BANK,
  NATIONAL ASSOCIATION

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PNC BANK,
  NATIONAL ASSOCIATION

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANK OF AMERICA,
  N.A.

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S. BANK
  NATIONAL ASSOCIATION

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL
  COMMITMENTS

  	
   

  	
  $

  	
  100,000,000