THIRD AMENDMENT TO CREDIT AGREEMENT
Exhibit
10.1
THIRD
AMENDMENT TO CREDIT AGREEMENT
THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this
"Amendment"),
dated
as of November 8,
2006,
is by and among
HNI CORPORATION,
an Iowa
corporation (the "Borrower"),
those
Domestic Subsidiaries of the Borrower identified as a "Guarantor" on the
signature pages hereto (the "Guarantors"),
the
Lenders (defined below) party hereto and WACHOVIA
BANK, NATIONAL ASSOCIATION,
a
national banking association, as administrative agent for the Lenders (the
"Administrative
Agent").
W
I T N E S S E T H
WHEREAS,
the
Borrower, the Guarantors, the lenders from time to time party thereto (the
"Lenders"),
and
the Administrative Agent have entered into that certain Credit Agreement dated
as of January 28, 2005 (as amended, restated, amended and restated, modified,
supplemented or otherwise modified through the date hereof, the "Credit
Agreement";
capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement);
WHEREAS,
the
Credit Parties have requested the Lenders amend certain provisions of the Credit
Agreement; and
WHEREAS,
the
Lenders are willing to make such amendments to the Credit Agreement, subject
to
the terms and conditions set forth herein.
ARTICLE
I
AMENDMENTS
TO CREDIT AGREEMENT
1.1 Pricing
Grid.
The
pricing grid set forth in the definition of Applicable Percentage in Section
1.1
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:
Applicable
Percentage
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Level
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Leverage
Ratio
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Alternate
Base Rate Margin for
Revolving
Loans
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LIBOR
Rate Margin for
Revolving
Loans
and
Letter of Credit Fee
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Facility
Fee
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I
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>
2.50 to 1.0
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0.000%
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0.325%
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0.175%
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II
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<
2.50 to 1.0 but
>
1.75 to 1.0
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0.000%
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0.300%
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0.150%
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III
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<
1.75 to 1.0 but
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0.000%
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0.100%
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IV
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<
1.00 to 1.0
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0.000%
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0.270%
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0.080%
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1.2 Section
6.5(g).
Section
6.5(g) of the Credit Agreement is hereby amended and restated in its entirety
to
read as follows:
ARTICLE
II
CONDITIONS
TO EFFECTIVENESS
2.1 Closing
Conditions.
This
Amendment shall become effective as of the date hereof upon satisfaction of
the
following conditions (in form and substance reasonably acceptable to the
Administrative Agent) (the "Third
Amendment Effective Date"):
(a) Executed
Documents.
Receipt
by the Administrative Agent of counterparts of this Amendment executed by each
Credit Party, the Administrative Agent and the Lenders.
ARTICLE
III
MISCELLANEOUS
3.2 Representations
and Warranties of Credit Parties.
Each
of
the Credit Parties represents and warrants as follows:
(a)
It
has
taken all necessary action to authorize the execution, delivery and performance
of this Amendment.
(b) This
Amendment has been duly executed and delivered by such Person and constitutes
such Person's legal, valid and binding obligations, enforceable in accordance
with its terms, except as such enforceability may be subject to
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors' rights generally
and
(ii) general principles of equity (regardless of whether such enforceability
is
considered in a proceeding at law or in equity).
(c) 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
Person of this Amendment.
(d) After
giving effect to this Amendment, the representations
and warranties set forth in Article III of the Credit Agreement or which
are contained in any certificate furnished at any time under or in connection
with the Credit Agreement are true and correct as of the Third Amendment
Effective Date (except for those which expressly relate to an earlier
date).
3.3 Reaffirmation
of Credit Party Obligations.
Each
Credit Party hereby ratifies the Credit Agreement (as amended) and acknowledges
and reaffirms (a) that it is bound by all terms of the Credit Agreement
applicable to it and (b) that it is responsible for the observance and full
performance of its respective Credit Party Obligations.
3.4 Credit
Document.
This
Amendment shall constitute a Credit Document under the terms of the Credit
Agreement and shall be subject to the terms and conditions thereof.
3.8 GOVERNING
LAW.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
3.9 Consent
to Jurisdiction; Service of Process; Waiver of Jury
Trial.
The
jurisdiction, services of process and waiver of jury trial provisions set forth
in Sections 10.14 and 10.17 of the Credit Agreement are hereby incorporated
by
reference, mutatis
mutandis.
3.10 Expenses.
The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of the Administrative Agent's legal counsel; provided,
however,
that
(a)
the
Administrative Agent shall submit to the Borrower a reasonably detailed
itemization of such fees and expenses and (b)
the
aggregate amount of such reimbursable fees and expenses shall not exceed $25,000
without prior approval of the Borrower.
3.11 Further
Assurances.
The Credit Parties agree to promptly take such action, upon the request of
the
Administrative Agent, as is necessary to carry out the intent of this
Amendment.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
duly
executed and delivered as of the date first above written.
BORROWER: |
HNI
CORPORATION,
an Iowa corporation
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
Name:
Xxxxxxx X. Xxxxxxxxx
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Title:
Vice President, Treasurer and Investor Relations
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GUARANTORS: |
THE
HON
COMPANY
ALLSTEEL INC.
HEARTH & HOME TECHNOLOGIES
INC.
PAOLI INC.
RIVER BEND CAPITAL
CORPORATION
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
Name:
Xxxxxxx X. Xxxxxxxxx
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Title: Vice President and Treasurer |
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LENDERS: |
WACHOVIA
BANK, NATIONAL ASSOCIATION,
individually in its capacity as a
Lender and in its capacity as Administrative
Agent
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By: | /s/ Xxxxxxx X. Xxxxxx III | |
Name:
Xxxxxxx X. Xxxxxx III
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Title: Vice President |
LENDERS: |
XXXXXX
X.X.,
as a Lender
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By: | /s/ Xxxx X. Xxxxxx | |
Name:
Xxxx X. Xxxxxx
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Title: Director |
LENDERS: |
BNP
PARIBAS,
as a Lender
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By: | /s/ Jo Xxxxx Xxxxxx | |
Name:
Jo Xxxxx Xxxxxx
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Title: Managing Director |
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By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |
Name: Xxxxxxxxxxx
Xxxxxxxxx
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Title: Director |
LENDERS: |
NATIONAL
CITY BANK OF THE MIDWEST,
as a Lender
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By: | /s/ Xxxxx X. Xxxxxxxx | |
Name: Xxxxx
X. Xxxxxxxx
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Title: Senior Vice President |
LENDERS: |
BANK
OF
AMERICA, N.A.,
as a Lender
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
Name: Xxxxxxx X. Xxxxxxxxx |
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Title: Managing Director |
LENDERS: |
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
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By: | /s/ Xxxxxxxxx X. Xxxx | |
Name: Xxxxxxxxx X. Xxxx |
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Title: Vice President |