exhibit101executedfirsta






                                                          Exhibit 10.1     FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND  FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT         THIS  FIRST  AMENDMENT  TO  THIRD  AMENDED  AND  RESTATED  CREDIT  AGREEMENT  AND  FIRST  AMENDMENT  TO  AMENDED  AND  RESTATED  SECURITY  AND  PLEDGE  AGREEMENT  (this  “Amendment”)  dated  as  of  August  26,  2019  is  among  Knoll,  Inc.,  a  Delaware corporation (the “Parent Borrower”), the Foreign Borrowers party thereto, the Guarantors party  thereto, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender  and L/C Issuer.                                     RECITALS         WHEREAS, pursuant to the terms of that certain Third Amended and Restated Credit Agreement,  dated as of January 23, 2018 (as amended, restated, amended and restated, extended, increased, supplemented  or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, the Foreign  Borrowers party thereto, the Guarantors party thereto, the Lenders from time to time party thereto and Bank  of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the Lenders and the L/C  Issuers provide credit facilities to the Borrower;         WHEREAS, the Loan Parties have requested that the Lenders amend the Credit Agreement and the  Security Agreement as set forth below;         WHEREAS, the Lenders agree to provide such requested amendments subject to the terms and  conditions herein;         NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby  acknowledged, the parties hereto agree as follows:         1.    Introductory Paragraph and Recitals.  The above introductory paragraph and recitals of this Amendment are incorporated herein by reference as if fully set forth in the body of this Amendment.         2.    Definitions.   Capitalized  terms  used  herein  (including  in  the  recitals  hereof)  and  not otherwise defined herein shall have the meanings provided in the Credit Agreement.         3.    Amendments.        (a)   The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:               “Beneficial Ownership Certification” means a certification regarding beneficial ownership        required by the Beneficial Ownership Regulation.                “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.               “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and        interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.                “BofA Securities” means BofA Securities, Inc.  





 






            “Covered Entity” means any of the following: (a) a “covered entity” as that term is defined        in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is        defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that        term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).                            “Covered Party” has the meaning specified in Section 11.28.                            “Danish Share Pledge Agreement (Knoll Denmark Equity Interests)” means that certain        Share  Pledge  Agreement  dated  June  21,  2018  between  Knoll  Europe,  as  pledgor,  the  Secured        Parties (as represented by the Administrative Agent), as pledgees, and the Administrative Agent,        as the security agent, as may be amended, supplemented, modified, restated or replaced.                             “Danish Share Pledge Agreement (Muuto A/S Equity Interests)” means that certain Share        Pledge Agreement dated June 21, 2018 between Knoll Denmark, as pledgor, the Secured Parties        (as represented by the Administrative Agent), as pledgees, and the Administrative Agent, as the        security agent, as may be amended, supplemented, modified, restated or replaced.                             “Default  Right”  has  the  meaning  assigned  to  that  term  in,  and  shall  be  interpreted  in        accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.                            “First Amendment Effective Date” means August 26, 2019.                            “Multicurrency Term Loan Assumption Agreement” means that certain Foreign Borrower        Request and Assumption Agreement dated as of August 28, 2018 by the Parent Borrower, Knoll        Denmark and Muuto A/S.                            “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be        interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).                            “QFC Credit Support” has the meaning specified in Section 11.28.                            “Relevant  Governmental  Body”  means  the  Federal  Reserve  Board  and/or  the  Federal        Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve        Board  and/or  the  Federal  Reserve  Bank  of  New  York  for  the  purpose  of  recommending  a        benchmark rate to replace LIBOR in loan agreements similar to this Agreement.                             “SOFR” with respect to any day means the secured overnight financing rate published for        such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a        successor administrator) on the Federal Reserve Bank of New York’s website (or any successor        source) and, in each case, that has been selected or recommended by the Relevant Governmental        Body.                             “SOFR-Based Rate” means SOFR or Term SOFR.                             “Supported QFC” has the meaning specified in Section 11.28.                            “Term SOFR” means the forward-looking term rate for any period that is approximately        (as determined by the Administrative Agent) as long as any of the Interest Period options set forth        in  the  definition  of  “Interest  Period” and that  is  based  on  SOFR  and  that has been  selected  or        recommended by the Relevant Governmental Body, in each case as published on an  information        service as selected by the Administrative Agent from time to time in its reasonable discretion.                                          2  CHAR1\1675275v4  





 






                          “U.S. Special Resolution Regimes” has the meaning specified in Section 11.28.                            (b)   The following definitions in Section 1.01 of the Credit Agreement are amended in their  entirety to read as follows:                “Applicable  Rate”  means  with  respect  to  Revolving  Loans,  the  U.S.  Term  Loan,  the        Multicurrency  Term  Loan,  Swing  Line  Loans,  Letters  of  Credit  and  the  Commitment  Fee,  the        following percentages per annum, based upon the Consolidated Total Leverage Ratio as set forth        in  the  most  recent  Compliance  Certificate  received  by  the  Administrative  Agent  pursuant  to        Section 7.04(c):                        Consolidated                               Commitment   Letter of Credit Eurocurrency Base Rate   Pricing Tier Total Leverage                                   Fee          Fee       Rate Loans     Loans                   Ratio       1        < 1.00 to 1.0    0.175%        1.00%        1.00%        0.00%                > 1.00 to 1.0       2                         0.200%        1.25%        1.25%        0.25%               but < 1.75 to 1.0                > 1.75 to 1.0       3                         0.225%        1.50%        1.50%        0.50%               but < 2.75 to 1.0                > 2.75 to 1.0       4                         0.250%        1.75%        1.75%        0.75%               but < 3.50 to 1.0       5        > 3.50 to 1.0    0.300%        2.00%        2.00%        1.00%                Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total        Leverage Ratio shall become effective as of the first (1st) Business Day immediately following the        date a Compliance Certificate is required to be delivered pursuant to Section 7.04(c); provided,        however,  that,  if  a  Compliance  Certificate  is  not  delivered  when  due  in  accordance  with        Section 7.04(c), then Pricing Tier 5 shall apply as of the first (1st) Business Day after the date on        which such Compliance Certificate was required to have been delivered and shall continue to apply        until  the  first  (1st)  Business  Day  immediately  following  the  date  a  Compliance  Certificate  is        delivered in accordance with Section 7.04(c), whereupon the Applicable Rate shall be adjusted        based upon the calculation of the Consolidated Total Leverage Ratio contained in such Compliance        Certificate.  The Applicable Rate in effect from the First Amendment Effective Date through the        first (1st) Business Day immediately following the date a Compliance Certificate is required to be        delivered pursuant to Section 7.04(c) for the fiscal quarter ending September 30, 2019 shall be        determined based upon Pricing Tier 3.  Notwithstanding anything to the contrary contained in this        definition, the determination of the Applicable Rate for any period shall be subject to the provisions        of Section 2.10(b).  The “Applicable Rate” with respect to any Incremental Term Loan shall be as        set  forth  in  the  definitive  documentation  therefor  (subject  to  the  requirements  of  Section        2.01(d)(ii)).                      “Arrangers”  means  BofA  Securities,  Citizens  Bank,  N.A.  (as  successor  by  merger  to        Citizens  Bank  of  Pennsylvania),  SunTrust  Robinson Humphrey,  Inc.  and  TD  Securities  (USA)        LLC, together with their respective successors and assigns, in their capacities as joint lead arrangers        with respect to this Agreement.                            “Collateral Documents” means a collective reference to the Security Agreement, the Dutch        Share Pledge Agreement, the Danish Share Pledge Agreement (Knoll Denmark Equity Interests),                                         3  CHAR1\1675275v4  





 






      the Danish Share Pledge Agreement (Muuto A/S Equity Interests), and other security documents        as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.09, in each        case as amended, modified or reaffirmed from time to time, including pursuant to any reaffirmation        agreement.                             “Dutch Share Pledge Agreement” means that certain notarial deed of pledge dated June 26,        2018 between Knoll Overseas, Inc., a Delaware corporation, as pledgor, the Administrative Agent,        as  pledgee,  and  Knoll  Europe,  as  the  company,  as  may  be  amended,  supplemented,  modified,        restated or replaced.                             “Fee Letter” means that certain letter agreement, dated December 27, 2017, among the        Parent Borrower, BofA Securities (as successor in interest to Merrill Lynch, Pierce, Fenner & Smith        Incorporated) and Bank of America.                             “LIBOR  Successor  Rate  Conforming  Changes”  means,  with  respect  to  any  proposed        LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period,        timing and frequency of determining rates and making payments of interest and other technical,        administrative or operational matters as may be appropriate, in the discretion of the Administrative        Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the        administration  thereof  by  the  Administrative  Agent  in  a  manner  substantially  consistent  with        market practice (or, if the Administrative Agent determines that adoption of any portion of such        market practice is not administratively feasible or that no market practice for the administration of        such LIBOR Successor Rate exists, in such other manner of administration as the Administrative        Agent determines is reasonably necessary in connection with the administration of this Agreement).                             “Maturity Date” means August 26, 2024; provided, however, that, in each case, if such        date is not a Business Day, the Maturity Date shall be the next preceding Business Day.                      (c)   The  definition  of  “MLPFS”  in  Section  1.01  of  the  Credit  Agreement  is  deleted  in  its  entirety.                (d)   The definition of “Multicurrency Term Loan Commitment” in Section 1.01 of the Credit  Agreement is amended to add a new sentence at the end of such definition to read as follows:                      As of the First Amendment Effective Date, the aggregate outstanding principal amount of        the Multicurrency Term Loan is EUR 76,624,132.50.          (e)   The definition of “U.S. Term Loan Commitment” in Section 1.01 of the Credit Agreement  is amended to add a new sentence at the end of such definition to read as follows:                      As of the First Amendment Effective Date, the aggregate outstanding principal amount of        the U.S. Term Loan is $234,375,000.          (f)   Section 1.02 of the Credit Agreement is amended by adding a new clause (f) at the end of  such Section to read as follows:                      (f)   Any  reference  herein  to  a  merger,  transfer,  consolidation,  amalgamation,        assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of        or by a limited liability company, or an allocation of assets to a series of a limited liability company        (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation,        amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with                                         4  CHAR1\1675275v4  





 






      a separate Person. Any division of a limited liability company shall constitute a separate Person        hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or        any other like term shall also constitute such a Person or entity).          (g)   Article I of the Credit Agreement is amended by adding a new Section 1.09 to read as  follows:                      1.09  Rates.  The Administrative Agent does not warrant, nor accept responsibility, nor        shall the Administrative Agent have any liability with respect to the administration, submission or        any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any        rate that is an alternative or replacement for or successor to any of such rate (including any LIBOR        Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming        Changes.          (h)   Section 2.01(c) of the Credit Agreement is amended to add a new sentence at the end of  such definition to read as follows:                      As of the First Amendment Effective, each of Knoll Denmark and Muuto A/S is a Borrower        under, and holds a portion of, the Multicurrency Term Loan (with Muuto A/S having assumed a        portion, and having agreed to assume additional portions in the future, of the Multicurrency Term        Loan held by Knoll Denmark pursuant to the Multicurrency Term Loan Assumption Agreement).                      (i)   Sections 2.07(c) and (d) of the Credit Agreement are amended to read as follows:                      (c)   U.S.  Term  Loan.   The  Parent  Borrower  shall  repay  the  outstanding  principal        amount of the U.S. Term Loan in Dollars in equal quarterly installments of $3,125,000 on the last        Business Day of each March, June, September and December, commencing on June 29, 2018, with        the remaining outstanding principal amount and any accrued and unpaid interest due and payable        in  full  on  the  Maturity  Date  (as  such  installments  may  hereafter  be  adjusted  as  a  result  of        prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.01.                            (d)   Multicurrency Term Loan.  Each applicable Borrower shall repay the outstanding        principal amount of the Multicurrency Term Loan in Euro in equal quarterly installments of EUR        1,021,655.10  on  the  last  Business  Day  of  each  March,  June,  September  and  December,        commencing on June 29, 2018, with the remaining outstanding principal amount and any accrued        and unpaid interest due and payable in full on the Maturity Date (as such installments may hereafter        be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner        pursuant to Section 9.01.                (j)   Sections 2.16(a) of the Credit Agreement is amended to read as follows:                      (a)   Effective as of the First Amendment Effective Date, Knoll Denmark, Knoll Europe        and  Muuto  A/S  shall  each  be  a  “Foreign  Borrower”  hereunder  and  may  receive  Loans  for  its        account on the terms and conditions set forth in this Agreement.                      (k)   Section 3.03(c) of the Credit Agreement is amended to read as follows:                      (c)   Notwithstanding  anything  to  the  contrary  in  this  Agreement  or any  other  Loan        Documents,  if  the  Administrative  Agent  determines  (which  determination  shall  be  conclusive        absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent                                         5  CHAR1\1675275v4  





 






      (with, in the case of the Required Lenders, a copy to the Parent Borrower) that the Parent Borrower        or Required Lenders (as applicable) have determined, that:                                  (i)   adequate and reasonable means do not exist for ascertaining LIBOR for              any requested Interest Period, including because the LIBOR Screen Rate is not available              or published on a current basis and such circumstances are unlikely to be temporary,                                        (ii)  the administrator of the LIBOR Screen Rate or a Governmental Authority              having jurisdiction over the Administrative Agent has made a public statement identifying              a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made              available, or used for determining the interest rate of loans; provided, that, at the time of              such statement, there is no successor administrator that is satisfactory to the Administrative              Agent, that will continue to provide LIBOR after such specific date (such specific date, the              “Scheduled Unavailability Date”), or                                        (iii)  syndicated loans currently being executed, or that include language similar              to that contained in this Section 3.03, are being executed or amended (as applicable) to              incorporate or adopt a new benchmark interest rate to replace LIBOR,                            then, reasonably promptly after such determination by the Administrative Agent or receipt by the        Administrative  Agent  of  such  notice,  as  applicable,  the  Administrative  Agent  and  the  Parent        Borrower may amend this Agreement to replace LIBOR with (x) one or more SOFR-Based Rates        or (y) another alternate benchmark rate giving due consideration to any evolving or then existing        convention  for similar  U.S.  Dollar  denominated  syndicated credit  facilities  for such  alternative        benchmarks and, in each case, including any mathematical or other adjustments to such benchmark        giving  due  consideration  to  any  evolving  or  then  existing  convention  for  similar  U.S.  Dollar        denominated  syndicated credit  facilities  for  such  benchmarks,  which  adjustment  or  method for        calculating  such  adjustment  shall  be  published  on  an  information  service  as  selected  by  the        Administrative  Agent  from  time  to  time  in  its  reasonable  discretion  and  may  be  periodically        updated  (the “Adjustment”; and any such proposed rate, a “LIBOR Successor Rate”), and any such        amendment  shall  become  effective  at  5:00  p.m.  on  the  fifth  (5th)  Business  Day  after  the        Administrative Agent shall have posted such proposed amendment to all Lenders and the Parent        Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to        the  Administrative  Agent  written  notice  that  such  Required  Lenders  (A)  in  the  case  of  an        amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment, or (B)        in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such        amendment; provided, that, for the avoidance of doubt, in the case of clause (A), the Required        Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment.          Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided,        that, to the extent such market practice is not administratively feasible for the Administrative Agent,        such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by        the Administrative Agent.                If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above        exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent        will promptly so notify the Parent Borrower and each Lender.  Thereafter, (x) the obligation of the        Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the        affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component        shall no longer be utilized in determining the Base Rate.  Upon receipt of such notice, the Parent        Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of        Eurocurrency  Rate  Loans  (to  the  extent  of  the  affected  Eurocurrency  Rate  Loans  or  Interest                                         6  CHAR1\1675275v4  





 






      Periods)  or,  failing  that,  will  be  deemed  to  have  converted  such  request  into  a  request  for  a        Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.                Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that        in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.                In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will        have  the  right  to  make  LIBOR  Successor  Rate  Conforming  Changes  from  time  to  time  and,        notwithstanding anything to the contrary herein or in any other Loan Document, any amendments        implementing such LIBOR Successor Rate Conforming Changes will become effective without        any further action or consent of any other party to this Agreement.                (l)   Section 6.20 of the Credit Agreement is amended to read as follows:                6.20  Beneficial Ownership.                        As  of the  First  Amendment  Effective  Date,  the information included  in  any  Beneficial        Ownership Certification delivered to the Administrative Agent or any Lender, if applicable, is true        and correct in all respects.                (m)   Section 6.26 of the Credit Agreement is amended to read as follows:                6.26  Additional ERISA Representations.                      No Borrower is or will be using “plan assets” (within the meaning of Section 3(42) of        ERISA or otherwise) of one or more Benefit Plans with respect to such Borrower’s entrance into,        participation  in,  administration  of  and  performance  of  the  Loans,  the  Letters  of  Credit,  the        Commitments or this Agreement.                (n)   Section 7.06 of the Credit Agreement is amended to read as follows:                7.06  [Reserved].                (o)   Section 8.05(a) of the Credit Agreement is amended to replace the reference to “Section  7.06(a)” with “Section 8.11”.                (p)   Section 8.10 of the Credit Agreement is amended to add a new proviso at the end of such  Section to read as follows:                      provided,  however,  notwithstanding  anything  to  the  contrary  in  this  Agreement,  in  the        event that the Obligations are no longer secured by Collateral (as a result of the release of Collateral        pursuant to Section 10.10(d) and/or Section 8(h)(i) of the Security Agreement or otherwise), the        Loan Parties shall be required to comply with the requirements of Section 8.10(b), regardless of        whether or not a Covenant Trigger Period exists.                (q)   The reference to “At all times prior to the Covenant Trigger Period” in Section 8.10(b) of  the Credit Agreement is amended to read as follows:                      Subject to the last proviso of this Section 8.10, at all times prior to the Covenant Trigger        Period                                                 7  CHAR1\1675275v4  





 






      (r)   The reference to “At all times during the Covenant Trigger Period” in Section 8.10(c) of  the Credit Agreement is amended to read as follows:                      Subject to the last proviso of this Section 8.10, at all times during the Covenant Trigger        Period                (s)   Section 11.07 of the Credit Agreement is amended to add a new paragraph at the end of  such Section read as follows:                      The Administrative Agent and the Lenders may disclose the existence of this Agreement        and information about this Agreement to market data collectors, similar service providers to the        lending industry and service providers to the Administrative Agent and the Lenders in connection        with the administration of this Agreement, the other Loan Documents and the Commitments.                (t)   The last sentence of Section 11.17 of the Credit Agreement is amended to read as follows:                      Each Borrower shall, promptly following a request by the Administrative Agent or any        Lender, provide all documentation and other information that the Administrative Agent or such        Lender  requests  in  order  to  comply  with  its  ongoing  obligations  under  applicable  “know  your        customer”  and  anti-money  laundering  rules  and  regulations,  including  the  Patriot  Act  and  the        Beneficial Ownership Regulation.                (u)   Section 11.23 of the Credit Agreement is amended to read as follows:                11.23  Lender ERISA Representations.                      (a)   Each  Lender  (x)  represents  and  warrants,  as  of  the date  such  Person  became a        Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto        to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative        Agent, and not, for the avoidance of doubt, to or for the benefit of the Parent Borrower or any other        Loan Party, that at least one of the following is and will be true:                            (i)   such  Lender  is  not  using  “plan  assets”  (within  the  meaning  of  Section              3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s              entrance into, participation in, administration of and performance of the Loans, the Letters              of Credit, the Commitments, or this Agreement,                                        (ii)  the transaction exemption set forth in one or more PTEs, such as PTE 84-             14  (a  class  exemption  for  certain  transactions  determined  by  independent  qualified              professional  asset  managers),  PTE  95-60  (a  class  exemption  for  certain  transactions              involving insurance company general accounts), PTE 90-1 (a class exemption for certain              transactions involving insurance company pooled separate accounts), PTE 91-38 (a class              exemption for certain transactions involving bank collective investment funds) or PTE 96-             23 (a class exemption for certain transactions determined by in-house asset managers), is              applicable with respect to such Lender’s entrance into, participation in, administration of              and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,                                        (iii)  (A)  such  Lender  is  an  investment  fund  managed  by  a  “Qualified              Professional  Asset  Manager”  (within  the  meaning  of  Part  VI  of  PTE  84-14),  (B)  such              Qualified  Professional  Asset  Manager  made  the  investment  decision  on  behalf  of  such              Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit,                                         8  CHAR1\1675275v4  





 






            the  Commitments  and  this  Agreement,  (C)  the  entrance  into,  participation  in,              administration of and performance of the Loans, the Letters of Credit, the Commitments              and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of              PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection              (a)  of Part  I  of  PTE  84-14  are  satisfied  with  respect  to  such  Lender’s  entrance  into,              participation in, administration of and performance of the Loans, the Letters of Credit, the              Commitments and this Agreement, or                                        (iv)  such  other  representation,  warranty  and  covenant  as  may  be  agreed  in              writing between the Administrative Agent, in its sole discretion, and such Lender.                      (b)   In  addition,  unless  Section  11.23(a)(i)  is  true  with respect  to  a  Lender  or  such        Lender has  not  provided  another  representation,  warranty  and  covenant  as  provided in  Section        11.23(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a        Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto        to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative        Agent, and not, for the avoidance of doubt, to or for the benefit of the Parent Borrower or any other        Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender        involved in such Lender’s entrance into, participation in, administration of and performance of the        Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with        the reservation or exercise of any rights by the Administrative Agent under this Agreement, any        Loan Document or any documents related hereto or thereto).                (v)   Article XI of the Credit Agreement is amended by adding a new Section 11.28 to read as  follows:                11.28  Acknowledgement Regarding Any Supported QFCs.                        To the extent that the Loan Documents provide support, through a guarantee or otherwise,        for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC        Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as        follows with respect to the resolution power of the Federal Deposit Insurance Corporation under        the  Federal  Deposit  Insurance  Act  and  Title  II  of  the  Dodd-Frank  Wall  Street  Reform  and        Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special        Resolution  Regimes”)  in  respect  of  such  Supported  QFC  and  QFC  Credit  Support  (with  the        provisions below applicable notwithstanding that the Loan Documents and any Supported QFC        may in fact be stated to be governed by the laws of the State of New York and/or of the United        States or any other state of the United States):                      In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”)        becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of  such        Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or        under such Supported QFC and such QFC Credit Support, and any rights in property securing such        Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same        extent  as  the  transfer  would  be  effective  under  such  U.S.  Special  Resolution  Regime  if  the        Supported  QFC  and  such  QFC  Credit  Support  (and  any  such  interest,  obligation  and  rights  in        property) were governed by the laws of the United States or a state of the United States.  In the        event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding        under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might        otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against        such Covered Party are permitted to be exercised to no greater extent than such Default Rights                                         9  CHAR1\1675275v4  





 






      could be exercised under such U.S. Special Resolution Regime if the Supported QFC and the Loan        Documents were governed by the laws of the United States or a state of the United States. Without        limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with        respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect        to a Supported QFC or any QFC Credit Support.                (w)   Section 11.16 of the Security Agreement is amended to read as follows:                      16.   Governing Law; Jurisdiction; Waiver of Venue; Waiver of Right to Trial by Jury;        Acknowledgement Regarding Any Supported QFCs.  The terms of Sections 11.14, 11.15 and 11.28        of  the  Credit  Agreement  with  respect  to  governing  Law,  submission  to  jurisdiction,  waiver  of        venue, waiver of right to trial by jury and acknowledgment regarding any Supported QFCs are        incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.                  4.    Conditions  Precedent.   This  Amendment  shall  be  effective  upon  satisfaction  of  the  following conditions precedent:                (a)   Receipt by the Administrative Agent of counterparts of this Amendment duly executed by  the Loan Parties, the Lenders, the Swing Line Lender, the L/C Issuers, and the Administrative Agent;                (b)   Receipt  by  the  Administrative  Agent  of  counterparts  of  an  exiting  lender  consent  duly  executed by the Loan Parties, each Person that was a Lender under the Credit Agreement (immediately  prior to giving effect to this Amendment) but is not a Lender under the Credit Agreement (as amended by  this Amendment), and the Administrative Agent, in form and substance satisfactory to the Administrative  Agent and its legal counsel.                (c)   Receipt by the Administrative Agent of customary opinions of legal counsel to the Loan  Parties, addressed to the Administrative Agent and each Lender, dated as of the First Amendment Effective  Date, and in form and substance satisfactory to the Administrative Agent.                (d)   Receipt by the Administrative Agent of the following, in form and substance satisfactory  to the Administrative Agent and its legal counsel:                            (i)   Copies of the Organization Documents of each Loan Party certified to be true and        complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction        of its incorporation or organization, where applicable, including in respect of a Dutch Loan Party an        up-to-date extract from the Dutch trade register (handelsregister) relating to it, (or, as to any such        Organization Documents that have not been amended, modified or terminated since previously        certified to the Administrative Agent, certified that such Organization Documents have not been        amended, modified or terminated since such date and remain in full force and effect, and true and        complete, in the form previously delivered to the Administrative Agent on such date) and certified        by a secretary or assistant secretary of such Loan Party to be true and correct as of the First Amendment        Effective Date.                      (ii)  Such  certificates  of  resolutions  or  other  action,  incumbency  certificates  and/or        other certificates of Responsible Officers of  each Loan Party as the Administrative Agent  may        require  evidencing  the  identity,  authority  and  capacity  of  each  Responsible  Officer  thereof        authorized to act as a Responsible Officer in connection with this Amendment and the other Loan        Documents to which such Loan Party is a party, including in respect of a Dutch Loan Party (A) a        copy of a resolution of its management board (I) approving the execution of, and the terms of, and        the transactions contemplated by, the Loan Documents, and (II) if applicable, appointing one or                                         10  CHAR1\1675275v4  





 






      more authorised persons to represent the relevant Dutch Loan Party in the event of a conflict of        interest or confirming that no such person has been appointed; (B) a copy of a resolution of its        general  meeting  of  shareholders  (I)  approving  the  execution  of,  and  the  terms  of,  and  the        transactions contemplated by, the Loan Documents; and (II) if applicable, appointing one or more        authorised persons to represent the relevant Dutch Loan Party in the event of a conflict of interest        or confirming that no such person has been appointed; and (C) a copy of a resolution of its board        of  supervisory  directors  (if  any)  (I)  approving  the  execution  of,  and  the  terms  of,  and  the        transactions contemplated by, the Loan Documents; and (II) if applicable, appointing one or more        authorised persons to represent the relevant Dutch Loan Party in the event of a conflict of interest        or confirming that no such person has been appointed.                                  (iii)  Such documents and certifications as the Administrative Agent may reasonably        require to evidence that each Loan Party is duly organized or formed, and is validly existing, in        good standing and qualified to engage in business in its state of organization or formation, including        in respect of a Dutch Loan Party, evidence of unconditional positive advice of any works council        which  has  advisory  rights  in  respect  of  the  entry  into  and  performance  of  the  transactions        contemplated in the Loan Documents.                       (e)  Receipt by the Administrative Agent of (i) searches of Uniform Commercial Code filings  in the jurisdiction of formation of each Domestic Loan Party or where a filing would need to be made in  order  to  perfect  the  Administrative  Agent’s  security  interest  in  the  Collateral,  copies  of  the  financing  statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens, (ii)  UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s  sole discretion, to perfect the Administrative Agent’s security interest in the Collateral, (iii) searches of  ownership  of,  and  Liens  on,  Intellectual  Property  of  each  Domestic  Loan  Party  in  the  appropriate  governmental offices, (iv) duly executed notices of grant of security interest in the form required by the  Security  Agreement  as  are  necessary,  in  the  Administrative  Agent’s  sole  discretion,  to  perfect  the  Administrative Agent’s security interest in the Intellectual Property of the Domestic Loan Parties, and (v)  to the extent reasonably requested by the Administrative Agent, additional filings or documents as may be  required to confirm the Administrative Agent’s security interest in the Equity Interests pledged pursuant to  the Dutch Share Pledge Agreement, the Danish Share Pledge Agreement (Knoll Denmark Equity Interests),  and the Danish Share Pledge Agreement (Muuto A/S Equity Interests).                (f)   Receipt by the Administrative Agent of a certificate of the Parent Borrower, duly executed  by a Responsible Officer of the Parent Borrower, dated as of the First Amendment Effective Date, certifying  (i) as to the matters set forth in Section 6(d)(iv) and (v), (ii) that there has not occurred since December 31,  2018, a Material Adverse Effect, and (iii) as of the First Amendment Effective Date, that there does not  exist any action, suit, investigation or proceeding pending or, to the knowledge of the Parent Borrower,  threatened in any court or before an arbitrator or Governmental Authority that could reasonably be expected  to have a Material Adverse Effect.                (g)   Receipt by each Lender of all documentation and other information that such Lender has  reasonably  requested  in  writing  that  such  Lender  has  reasonably  determined  is  required  by  regulatory  authorities  under  applicable  “know  your  customer”  and  anti-money  laundering  rules  and  regulations,  including without limitation the Patriot Act.                (h)   If  the  Borrower  qualifies  as  a  “legal  entity  customer”  under  the  Beneficial  Ownership  Regulation, delivery by the Parent Borrower, to each Lender that so requests, of a Beneficial Ownership  Certification in relation to the Parent Borrower.                                                 11  CHAR1\1675275v4  





 






      (i)   Receipt by the Administrative Agent of (i) all interest and fees owing under the Credit  Agreement that have accrued and are unpaid as of the First Amendment Effective Date and (ii) all other  fees  and  expenses  owing  to  the  Administrative  Agent  (including  all  reasonable  fees,  expenses  and  disbursements of any law firm or other counsel of the Administrative Agent), the Lenders and the Arrangers  required to be paid on or before the First Amendment Effective Date.                5.    Commitments  and  Outstanding  Loans;  Reallocation.   Each  Lender  party  hereto  hereby  agrees that, subject to the terms and conditions set forth herein and in the Credit Agreement (as amended  by this Amendment), upon giving effect to this Amendment, (a) its Revolving Commitment is set forth  opposite  its  name  on  Schedule  2.01  attached  to  this  Amendment  under  the  caption  “Revolving  Commitments”, (b) its portion of the Outstanding Amount of the U.S. Term Loan as of the First Amendment  Effective Date is set forth opposite its name on Schedule 2.01 attached to this Amendment under the caption  “Outstanding  Amount  of  U.S.  Term  Loan”,  and  (c)  its  portion  of  the  Outstanding  Amount  of  the  Multicurrency  Term  Loan  as  of  the  First  Amendment  Effective  Date  is  set  forth  opposite  its  name  on  Schedule 2.01 attached to this Amendment under the caption “Outstanding Amount of Multicurrency Term  Loan”,  with the  reallocation  of  any  Loans  outstanding  under  the  Commitments  of the  Lenders  as they  existed immediately prior to the First Amendment Effective Date having been made per instructions from  the Administrative Agent (it being understood and agreed that no Assignment and Assumption or any other  action of any Person is required to give effect to such reallocation).                6.    Miscellaneous.                (a)   This Amendment shall be deemed to be, and is, a Loan Document.                (b)   Each Loan Party (i) agrees to all of the terms and conditions of this Amendment, (ii) agrees  that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge  its obligations  under the  Credit  Agreement  or the other  Loan  Documents  or any  certificates,  documents,  agreements and instruments executed in connection therewith, (iii) affirms all of its obligations under the  Loan Documents, (iv) agrees that this Amendment shall in no manner impair or otherwise adversely affect  any of the Liens granted in or pursuant to the Loan Documents, (v) affirms that each of the Liens granted  in or pursuant to the Loan Documents are valid and subsisting and (vi) confirms that each security right  created under each Collateral Document was, when it was entered into, intended to extend, and shall in fact  extend, to all obligations under all Loan Documents as amended under this Amendment.                (c)   Effective as of the First Amendment Effective Date, all references to the Credit Agreement  and  the Security Agreement in each of the Loan Documents shall mean the Credit Agreement and the  Security Agreement, in each case, as amended by this Amendment.                  (d)   Each of the Loan Parties hereby represents and warrants to the Administrative Agent as  follows:                (i)   such Loan Party has taken all necessary action to authorize the execution, delivery        and performance of this Amendment;                            (ii)  this Amendment has been duly executed and delivered by such Loan Party and        constitutes such Loan Party’s legal, valid and binding obligations, enforceable in accordance with        its  terms,  except  as  such  enforceability  may  be  subject  to  (A)  bankruptcy,  insolvency,        reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’        rights generally and (B) general principles of equity (regardless of whether such enforceability is        considered in a proceeding at law or in equity);                                                       12  CHAR1\1675275v4  





 






            (iii)  no  consent,  approval,  authorization  or  order  of,  or  filing,  registration  or        qualification with, any court or governmental authority or third party is required in connection with        the execution, delivery or performance by such Loan Party of this Amendment;                            (iv)   before  and  after  giving  effect  to  this  Amendment,  the  representations  and        warranties  of  the  Borrowers  and  each  other  Loan  Party  contained  in  Article  VI  of  the  Credit        Agreement or any other Loan Document, or which are contained in any document furnished at any        time under or in connection therewith, are true and correct in all material respects on and as of the        First  Amendment  Effective  Date,  except  to  the  extent  that  such  representations  and  warranties        specifically refer to an earlier date, in which case they were true and correct in all material respects        as  of  such  earlier  date  (provided,  that,  any  representation  and  warranty  that  is  qualified  by        materiality, a Material Adverse Effect or similar language is true and correct in all respects), and        except  that  for  purposes  of  this  Amendment,  the  representations  and  warranties  contained  in        Sections  6.05(a)  and  6.05(b)  of  the  Credit  Agreement  are  deemed  to  refer  to  the  most  recent        statements  furnished  pursuant  to  Sections  7.04(a)  and  7.04(b)  of  the  Credit  Agreement,        respectively; and                            (v)   before and after giving effect to this Amendment, no Default or Event of Default        exists, or will result from the transactions contemplated hereby.                      (e)   This Amendment may be executed in any number of counterparts, each of which when so  executed and delivered shall be an original, but all of which shall constitute one and the same agreement.   Delivery  of  an  executed  counterpart  of  this  Amendment  by  telecopy,  pdf  or  other  similar  electronic  transmission shall be effective as an original and shall constitute a representation that an executed original  shall be delivered.                (f)   THIS  AMENDMENT  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN  ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.                           [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                         13  CHAR1\1675275v4  





 






 





 






 





 






 





 






 





 






 





 






SUNTRUST BANK,   By:  Name:                                                                                   KNOLL, INC.          FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 





 






 





 






 





 






 





 






THE BANK OF NOVA SCOTIA,  as a Lender      By:                             Name: Michael Grad   Title: Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         KNOLL, INC.     FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT                 





 






 





 






 





 






 





 






 





 






                                                             Schedule 2.01                                       Commitments, Outstanding Loans and Applicable Percentages1                                                                                                                                                                           Applicable                                                                              Applicable                                               Applicable                                     Outstanding    Percentage of                                                              Outstanding    Percentage of                                Revolving     Percentage of                                   Amount of      Outstanding            Lender                                           Amount of U.S.   Outstanding                               Commitment       Revolving                                    Multicurrency    Amount of                                                               Term Loan     Amount of U.S.                                              Commitment                                      Term Loan     Multicurrency                                                                              Term Loan                                                                                                              Term Loan  Bank of America, N.A.        $78,133,088.32  19.533272079%  $45,781,106.43  19.533272076%   €14,967,200.28 19.533272079%  Citizens Bank, N.A. (as successor  by merger to Citizens Bank of $61,159,717.19 15.289929297%  $35,835,771.79  15.289929296%   €11,715,775.69 15.289929305%  Pennsylvania)  SunTrust Bank                $50,039,768.62  12.509942154%  $29,320,176.92  12.509942153%    €9,585,634.65 12.509942152%  TD Bank, N.A.                $61,159,717.19  15.289929297%  $35,835,771.79  15.289929297%   €11,715,775.69 15.289929305%  Branch Banking and Trust                               $11,119,948.59  2.779987148%    $6,515,594.87  2.779987145%     €2,130,141.03  2.779987140%  Company  U.S. Bank National Association $44,479,794.33 11.119948583% $26,062,379.49  11.119948582%    €8,520,564.13 11.119948575%  The Bank of Nova Scotia      $27,799,871.45  6.949967863%   $16,288,987.19  6.949967868%     €5,325,352.58  6.949967858%  The Huntington National Bank $27,799,871.45  6.949967863%   $16,288,987.19  6.949967868%     €5,325,352.58  6.949967858%  The Northern Trust Company   $13,288,338.55  3.322084638%    $7,786,135.87  3.322084638%     €2,545,518.54  3.322084645%  Webster Bank, N.A.           $11,119,948.58  2.779987145%    $6,515,594.87  2.779987145%     €2,130,141.04  2.779987154%  First National Bank of                               $13,899,935.73  3.474983933%    $8,144,493.59  3.474983932%     €2,662,676.29  3.474983929%  Pennsylvania  Total:                      $400,000,000.00 100.000000000% $234,375,000.00 100.000000000%   €76,624,132.50 100.000000000%                                                                              1 Outstanding Amounts of the U.S. Term Loan and the Multicurrency Term Loan are as of the First Amendment Effective Date.         CHAR1\1675275v4