FIRST ADDITIONAL LOAN AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.2
Execution Version
FIRST ADDITIONAL LOAN AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST ADDITIONAL LOAN AMENDMENT TO FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 1, 2023, is by and among HNI CORPORATION, an Iowa corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower party hereto (collectively, the “Guarantors”), the Lender identified on the signature pages hereto as the “Additional Revolving Loan Lender” (the “First Additional Revolving Loan Lender”) and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of all Lenders under
the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and
not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
WITNESSETH
WHEREAS, the
Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Fourth Amended
and Restated Credit Agreement dated as of June 14, 2022 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);
WHEREAS,
pursuant to Section 2.5 of the Credit Agreement, the Borrower, the Administrative Agent and the First Additional Revolving Loan Lender have agreed that the First Additional Revolving Loan Lender will provide Additional Revolving Loans to the
Borrower on the terms and conditions set forth herein.
NOW, THEREFORE,
in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
ADDITIONAL REVOLVING LOANS
1.1 This Amendment is
entered into pursuant to Section 2.5 of the Credit Agreement in order to increase the Aggregate Revolving Committed Amount by establishing Additional Revolving Loans in the aggregate amount of $25,000,000.
ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT
2.1 Amendment to Exhibit 2.1(a). Exhibit 2.1(a) to the Credit Agreement is hereby replaced with Exhibit 2.1(a) attached to this Amendment. All other Schedules and Exhibits
to the Credit Agreement shall not be modified or otherwise affected.
2.2 Reallocation. Each of the parties hereto agrees that, after giving effect to this Amendment, the revised Revolving Committed Amount of each Lender (as of the First
Additional Loan Amendment Effective Date) shall be as set forth on Exhibit 2.1(a) attached hereto. In connection with this Amendment, the outstanding Loans and participation interests in existing Letters of Credit shall be reallocated by causing
such fundings and repayments (subject to Section 2.17 of the Credit Agreement) among the Lenders of the Loans as necessary such that, after giving effect to increases to the Aggregate Revolving Committed Amount contemplated by this Amendment,
each Lender will hold Loans based on its Commitment Percentage (after giving effect to such increases).
ARTICLE III
CONDITIONS TO EFFECTIVENESS
3.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “First
Additional Loan Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):
(a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties, the First Additional Revolving Loan Lender and the
Administrative Agent.
(b) Fees. The Borrower shall have paid (i) to the Administrative Agent, for the account of the First Additional Revolving Loan Lender, the upfront fees payable on the date hereof and (ii) to
▇▇▇▇▇ Fargo Securities, LLC the arrangement fees payable on the date hereof.
(c) Kite Acquisition. The Kite Acquisition Agreement shall be in full force and effect and the Acquisition shall have been consummated in all material respects in accordance with the terms of
the Kite Acquisition Agreement.
(d) Legal Opinion. The Administrative Agent shall have received an opinion or opinions of counsel for the Credit Parties, dated as of the First Additional Loan Amendment Effective Date and
addressed to the Administrative Agent and the Lenders which shall be in form and substance satisfactory to the Administrative Agent.
(e) [Reserved].
(f) Financial Information. The Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance
reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to the Additional Revolving Loans, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 of the Credit Agreement.
(g) Corporate Documents. The Administrative Agent shall have received an officer’s certificate certifying (i) that attached thereto are true and correct copies of the articles of incorporation
or charter documents of the Credit Parties, which have not been repealed, revoked, rescinded or further amended in any respect, and remain in full force and effect as of the date hereof, (ii) that attached thereto are true and correct copies of
resolutions of the board of directors or comparable managing body of the Credit Parties approving and adopting this Amendment, the transactions contemplated herein and and authorizing execution and delivery hereof, and that the same are in full
force and effect, (iii) that attached thereto are true and correct copies of the bylaws, operating agreement or partnership agreement of the Credit Parties, which have not been repealed, revoked, rescinded or further amended in any respect, and
remain in full force and effect as of the date hereof, (iv) that attached thereto are copies, where applicable, of certificates of good standing, existence or its equivalent of each of the Credit Parties certified as of a recent date by the
appropriate Governmental Authorities of the State of organization and (v) as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Amendment or any of such other Credit Documents; and attaching all
such copies of the documents described above.
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(h) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the
Administrative Agent and its counsel.
ARTICLE IV
MISCELLANEOUS
4.1 Amended Terms. On and after the First Additional Loan Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter
mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
4.2 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 obligation, 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) The representations
and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and
warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as
of the First Additional Loan Amendment Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.
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(e) After giving effect
to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.
(f) Except as
specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.
4.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit Agreement 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.
4.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.
4.5 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.
4.6 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.
4.7 Entirety. This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral
or written, if any, relating to the subject matter hereof.
4.8 Counterparts; Integration. This Amendment may be executed and delivered via facsimile or electronic mail with the same force and effect as if an original were executed
and may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this
Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed
letter which has been converted into electronic form (such as scanned into “.pdf” format), or an electronically signed letter converted into another format, for transmission, delivery and/or retention. This Amendment constitutes the entire
contract among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
4.9 No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action,
claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents,
counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.
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4.10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
4.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
4.12 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service 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.
4.13 Availability of Additional Loans. After giving effect to the Additional Revolving Loans made available pursuant to this Amendment, the remaining amount of Additional Loans
available to the Borrower under Section 2.5 of the Credit Agreement shall be $225,000,000.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
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BORROWER:
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HNI CORPORATION,
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an Iowa corporation
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name::
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title
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SVP, General Counsel and Secretary
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GUARANTORS:
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THE HON COMPANY LLC
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ALLSTEEL LLC
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HEARTH & HOME TECHNOLOGIES LLC
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HNI WORKPLACE FURNISHINGS LLC
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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Treasurer
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ADMINISTRATIVE AGENT:
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▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
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as Administrative Agent
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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Managing Director
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FIRST ADDITIONAL
REVOLVING LOAN LENDER:
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JPMORGAN CHASE BANK, N.A., as First Additional Revolving Loan Lender
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title:
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Executive Director
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Exhibit 2.1(a)
Lenders and Commitments
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Lender
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Revolving
Committed
Amount
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Revolving
Commitment
Percentage
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LOC
Committed
Amount
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LOC
Commitment Percentage
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▇▇▇▇▇ Fargo Bank, National Association
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$107,500,000
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25.294117647%
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$10,117,647.06
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25.294117647%
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Bank of America, N.A.
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$107,500,000
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25.294117647%
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$10,117,647.06
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25.294117647%
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Truist Bank
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$75,000,000
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17.647058824%
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$7,058,823.53
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17.647058824%
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U.S. Bank National Association
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$75,000,000
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17.647058824%
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$7,058,823.53
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17.647058824%
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JPMorgan Chase Bank, N.A.
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$50,000,000
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11.764705882%
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$4,705,882.35
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11.764705882%
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Bankers Trust Company
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$10,000,000
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2.352941176%
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$941,176.47
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2.352941176%
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Total
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$425,000,000
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100%
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$40,000,000.00
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100%
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