(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