Exhibit 10.1


 





FIRST AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


This FIRST AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of May 21, 2015, among:


 


LUMBER LIQUIDATORS,
INC., a Delaware corporation (the “Lead Borrower”);


 


the BORROWERS party
hereto (together with the Lead Borrower, collectively, the “Borrowers”);


 


the GUARANTORS party
hereto;


 


the LENDERS party hereto;
and


 


BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent (the “Agent”).


 


WHEREAS, reference
is made to that certain Second Amended and Restated Credit Agreement, dated as of April 24, 2015 (as amended, restated, supplemented
or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Lead Borrower and
the other Borrowers, the Guarantors party thereto, the Lenders party thereto, and the Agent; and


 


WHEREAS, the Borrowers
and the other Loan Parties have requested that the Agent and the Lenders agree to amend the Credit Agreement as set forth herein;
and


 


WHEREAS, the Agent
and the Lenders party hereto are willing to agree to the requests of the Borrowers and the other Loan Parties, in each case on
the terms and conditions set forth herein.


 


NOW, THEREFORE, the
parties hereto hereby agree as follows:


 


		1.	Defined Terms. Capitalized terms used in this Amendment shall have the respective meanings
assigned to such terms in the Credit Agreement unless otherwise defined herein.



 


		2.	Amendment to the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended
by amending and restating the definition of “Change of Control” in its entirety as follows:



 


“Change of
Control” means an event or series of events by which:


 


(a)any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the Equity
Interests of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a
fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has
the right to acquire pursuant to any option right); or


 






    	 



    	 



    

 


(b)during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body; or


 





(c) any “change
in control” or similar event as defined in any Organizational Document of any Loan Party or in any Material Contract, or
any document governing Material Indebtedness of any Loan Party; or


 


(d) the Parent
fails at any time to own, directly or indirectly, 100% of the Equity Interests of each other Loan Party free and clear of all Liens
(other than the Liens in favor of the Agent and Permitted Encumbrances), except where such failure is as a result of a transaction
permitted by the Loan Documents.


 


		3.	Ratification of Loan Documents. Except as otherwise expressly provided herein, all terms
and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The Loan Parties hereby ratify,
confirm, and reaffirm that all representations and warranties of the Loan Parties contained in the Credit Agreement and each other
Loan Document are true and correct in all material respects (except to the extent that any such representation and warranty is
already qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on
and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they are true and correct in all material respects (except to the extent that any such representation and warranty
is already qualified by materiality, in which case such representation and warranty shall be true and correct in all respects)
as of such earlier date. The Guarantors hereby acknowledge, confirm and agree that the Guaranteed Obligations of the Guarantors
under, and as defined in, the Facility Guaranty include, without limitation, all Obligations of the Loan Parties at any time and
from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations have been amended pursuant
to this Amendment. The Loan Parties hereby acknowledge, confirm and agree that the Security Documents and any and all Collateral
previously pledged to the Agent, for the benefit of the Credit Parties, shall continue to secure all applicable Obligations of
the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such
Obligations have been amended pursuant to this Amendment.



 


		4.	Conditions to Effectiveness. This Amendment shall not be effective until each of the following
conditions precedent has been fulfilled or waived:



 


		a.	The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered
by each of the parties hereto.



 


		b.	All action on the part of the Loan Parties necessary for the valid execution, delivery and performance
by the Loan Parties of this Amendment and the documents, instruments and agreements to be executed in connection herewith shall
have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided
to the Administrative Agent.



  


		c.	No Default or Event of Default shall have occurred and be continuing.



 






    	2



    	 



    

 


		5.	Representations and Warranties.



 


		a.	The execution, delivery and performance by the Loan Parties of this Amendment and the performance
of each such Person’s obligations hereunder have been duly authorized by all necessary corporate or other organizational
action, do not and shall not: (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with
or result in any breach, termination, or contravention of, or constitute a default under or require any payment to be made under
(x) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties
of such Person, or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which it or
its property is subject, except, in each case referred to in this clause (ii), to the extent that any such conflict, breach, termination,
contravention, default or payment could not reasonably be expected to have a Material Adverse Effect; (iii) result in or require
the creation of any Lien upon any of its assets (other than Liens in favor of the Agent under the Security Documents); or (iv)
violate any applicable Law, except to the extent that any such violation could not reasonably be expected to have a Material Adverse
Effect.



 


		b.	This Amendment has been duly executed and delivered by each of the Loan Parties. This Amendment
constitutes the legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with
its 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.



 


		6.	Miscellaneous.



 


		a.	The Lenders and the Loan Parties hereby irrevocably authorize the Administrative Agent to correct
patent errors and fill in any blanks in this Amendment or any prior amendment to the Credit Agreement or other Loan Document.



 


		b.	This Amendment may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment
and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous letters of intent, commitment letters, agreements and understandings, oral or written, relating to the subject
matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, or other electronic image
scan transmission (e.g., “pdf” or “tif” via e-mail) shall be as effective as delivery of a manually executed
counterpart of this Amendment.



 


		c.	If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



 






    	3



    	 



    

 


		d.	The Loan Parties represent and warrant that they have consulted with independent legal counsel
of their selection in connection with this Amendment and are not relying on any representations or warranties of the Agent or the
Lenders or their counsel in entering into this Amendment.



 


		e.	THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR
TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.



 


[SIGNATURE PAGES FOLLOW]




    	4



    	 



    

 


IN WITNESS WHEREOF,
the parties have duly executed this Amendment as of the date first above written.


 





	 	BORROWERS:	 
	 	 	 	 
	 	LUMBER LIQUIDATORS, INC., as  Lead Borrower and as a Borrower
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ E. Livingston B. Haskell	 
	 	Name: 	E. Livingston B. Haskell	 
	 	Title: 	Secretary	 
	 	 	 	 
	 	LUMBER LIQUIDATORS SERVICES, LLC, as a Borrower
	 	 	 	 
	 	By: 	LUMBER LIQUIDATORS, INC., its Manager	 
	 		 
	 	 	 	 
	 	By: 	/s/ E. Livingston B. Haskell	 
	 	Name: 	E. Livingston B. Haskell	 
	 	Title: 	Secretary	 
	 	 	 	 
	 	GUARANTORS:	 
	 	 	 	 
	 	LUMBER LIQUIDATORS HOLDINGS, INC., as Parent and as a Guarantor
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ E. Livingston B. Haskell	 
	 	Name: 	E. Livingston B. Haskell	 
	 	Title: 	Secretary	 




 





	 	LUMBER LIQUIDATORS LEASING, LLC, as a Guarantor
	 	 	 	 
	 	By: 	LUMBER LIQUIDATORS, INC.,
    its Manager	 
	 		 	 
	 	 	 	 
	 	By: 	/s/
    E. Livingston B. Haskell	 
	 	Name: 	Livingston
    B. Haskell	 
	 	Title:
    	Secretary	 
	

                                                              
	 	 	 



 






    	Signature Page to First Amendment to Second Amended and Restated Credit Agreement



    	 



    

 





	 	 	 	 
	 	LUMBER LIQUIDATORS
    PRODUCTION, LLC, as a Guarantor
	 	 	 	 
	 	By: 	LUMBER LIQUIDATORS
    SERVICES, LLC, its Manager
	 	 	 	 
	 	By: 	LUMBER LIQUIDATORS,
    INC.,  its Manager
	 	 	 	 
	 	 	 	 
	 	By: 	/s/
    E. Livingston B. Haskell	 
	 	Name: 	E. Livingston
    B. Haskell	 
	 	Title: 	Secretary	 
	 	 	 	 
	 	Lumber
    Liquidators Foreign Holdings, LLC, as a Guarantor
	 	 	 	 
	 	 By: 	LUMBER LIQUIDATORS
    HOLDINGS, INC., its Manager
	 		 

                                            
	 







	 	 	 	 
	 	By: 	/s/
    E. Livingston B. Haskell	 
	 	Name: 	 E. Livingston
    B. Haskell	 
	 	Title: 	Secretary	 
	 	 	 	 
	 	Lumber
    Liquidators Foreign Operations LLC, as a Guarantor
	 	 	 	 
	 	By: 	LUMBER LIQUIDATORS FOREIGN HOLDINGS, LLC, its Manager
	 	 	 	 
	 	By: 	LUMBER LIQUIDATORS
    HOLDINGS, INC., its Manager
	 		 	 
	 	 	 	 
	 	By: 	/s/
    E. Livingston B. Haskell	 
	 	Name: 	 E. Livingston
    B. Haskell	 
	 	Title:
    	Secretary	 
	 	 	 	 







 






    	Signature Page to First Amendment to Second Amended and Restated Credit Agreement



    	 



    




 







	 	bank
    of america, n.a., as Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/
    Joseph Becker 	 
	 	Name: 	Joseph Becker	 
	 	Title: 	Managing Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	bank
    of america, n.a., as a Lender and L/C Issuer
	 	 	 	 
	 	 	 	 
	 	By: 	/s/
    Joseph Becker	 
	 	Name: 	Joseph Becker	 
	 	Title: 	Managing Director	 




 






    	Signature Page to First Amendment to Second Amended and Restated Credit Agreement