On January 23, 2018, Knoll, Inc. completed an amendment to its existing credit facility, dated May 20, 2014 (the Existing Credit Agreement), whereby the Existing Credit Agreement was amended and restated in its entirety by that certain Third Amended and Restated Credit Agreement, dated as of January 23, 2018, among the company and certain foreign subsidiaries of the company, as borrowers, certain domestic and foreign subsidiaries of the Company, as guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Sole Bookrunner, and certain lenders and other parties thereto (the Amended Credit Agreement). The Amended Credit Agreement provides for a $750 million credit facility that matures in five years, consisting of a revolving commitment in the amount of $400 million, which may be available in U.S. dollars, Euro, Sterling and other foreign currencies to be agreed, a U.S. term loan commitment in the amount of $250 million and a multicurrency term loan commitment in the amount of €81,732,408. The Amended Credit Agreement also includes an option to increase the size of the revolving credit facility or incur incremental term loans by up to the greater of $250 million and 90% of the EBITDA of the company and its subsidiaries for the four fiscal quarters prior to such increase or additional loan, subject to the satisfaction of certain terms and conditions. The proceeds of the credit facility will be used to, among other things consummate the Muuto Acquisition (as defined below), refinance certain indebtedness and for general corporate purposes. Borrowings under the credit facility may be repaid at any time, but no later than the maturity date on January 23, 2023. The company retains the right to terminate or reduce the size of the revolving credit facility at any time. Borrowings under the term loan facilities amortize in equal quarterly installments equaling 5% per annum, with the remaining borrowings due on the maturity date. Interest on revolving credit and term loans will accrue, at the company’s election, at the Eurocurrency Rate (as defined in the Amended Credit Agreement), plus additional percentage points based on the company’s leverage ratio or the Base Rate (a rate based on the higher of the prime rate announced from time-to-time by Bank of America, N.A., the Federal Reserve System’s federal funds rate, plus 0.50% or the Eurocurrency Rate, plus 1.00%; Base Rate is defined in detail in the Amended Credit Agreement), plus additional percentage points based on the company’s leverage ratio. The Amended Credit Agreement requires the company to comply with various affirmative and negative covenants, including without limitation covenants to maintain a minimum specified interest coverage ratio and maximum specified net leverage ratio (or under certain circumstances, a maximum specified net secured leverage ratio), and covenants that prevent or restrict the Company’s ability to pay dividends, engage in certain mergers or acquisitions, make certain investments or loans, incur future indebtedness, engage in sale-leaseback transactions, alter its capital structure or line of business, prepay subordinated indebtedness, engage in certain transactions with affiliates and sell stock or assets. Repayments under the Amended Credit Agreement can be accelerated by the lenders upon the occurrence of certain events of default, including, without limitation, a failure to pay any principal, interest or other amounts in respect of loans when due, breach by the company (or its subsidiaries) of any of the covenants or representations contained in the Amended Credit Agreement or related loan documents, failure of the company (or its material subsidiaries) to pay any amounts owed with respect to other significant indebtedness of the company or such subsidiary, or a bankruptcy event with respect to the company or any of its material subsidiaries.