EXHIBITS
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Exhibit
Number Exhibit
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2(a) Agreement and Plan of Merger, dated May 20, 1989,
among the Company, Green Mountain Acquisition
Corporation, INTERCO Incorporated, Interco
Subsidiary, Inc. and Ethan Allen (incorporated by
reference to Exhibit 2(a) to the Registration
Statement on Form S-1 of the Company filed with the
Securities and Exchange Commission (the "SEC") on
March 16, 1993)
2(b) Restructuring Agreement, dated March 1, 1991, among
Green Mountain Holding Corporation, Ethan Allen,
Chemical Bank, General Electric Capital Corporation,
Smith Barney Inc. and the stockholder's name on the
signature page thereof (incorporated by reference to
Exhibit 2(b) to the Registration Statement on Form
S-1 of the Company filed with the SEC on March 16,
1993)
2(c) Purchase and Sale Agreement, dated March 28, 1997,
between the Company and Carriage House Interiors of
Colorado, Inc. (incorporated by reference to Exhibit
2 to the Registration Statement on Form S-3 of the
Company filed with the SEC on May 21, 1997)
3(a) Restated Certificate of Incorporation for Green
Mountain Holding Corporation (incorporated by
reference to Exhibit 3(a) to the Registration
Statement on Form S-1 of the Company filed with the
SEC on March 16, 1993)
3(b) Restated and Amended By-Laws of Green Mountain
Holding Corporation (incorporated by reference to
Exhibit 3(b) to the Registration Statement on Form
S-1 of the Company filed with the SEC on March 16,
1993)
3(c) Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(c) to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
3(c)-1 Certificate of Designation relating to the Series C
Junior Participating Preferred Stock (incorporated by
reference to Exhibit 1 to Form 8-A of the Company
filed with the SEC on July 3, 1996)
3(c)-2 Certificate of Amendment to Restated Certificate of
Incorporation as of August 5, 1997 (incorporated by
reference to Exhibit 3(c)-2 to the Quarterly Report
on Form 10-Q of the Company filed with the SEC on May
13, 1999)
3(c)-3 Second Certificate of Amendment to Restated
Certificate of Incorporation as of March 27, 1998
(incorporated by reference to Exhibit 3(c)-3 to the
Quarterly Report on Form 10-Q of the Company filed
with the SEC on May 13, 1999)
3(c)-4 Third Certificate of Amendment to Restated
Certificate of Incorporation as of April 28, 1999
(incorporated by reference to Exhibit 3(c)-4 to the
Quarterly Report on Form 10-Q of the Company filed
with the SEC on May 13, 1999)
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3(d) Amended and Restated By-laws of the Company
(incorporated by reference to Exhibit 3(d) to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
3(e) Certificate of Designation relating to the New
Convertible Preferred Stock (incorporated by
reference to the Registration Statement on Form S-1
of the Company filed with the SEC on March 16, 1993)
3(e)-1 Certificate of Designation relating to the Series C
Junior Participating Preferred Stock (incorporated by
reference to Exhibit 1 to Form 8-A of the Company
filed with the SEC on July 3, 1996)
3(f) Certificate of Incorporation of Ethan Allen Finance
Corporation (incorporated by reference to Exhibit 3.1
to Amendment No. 3 to the Registration Statement on
Form S-3 of the Company filed with the SEC on
February 1, 1995)
3(g) By-Laws of Ethan Allen Finance Corporation
(incorporated by reference to Exhibit 3.4 to
Amendment No. 3 to the Registration Statement on Form
S-3 of the Company filed with the SEC on February 1,
1995)
3(h) Certificate of Incorporation of Ethan Allen
Manufacturing Corporation (incorporated by reference
to Exhibit 3.2 to Amendment No. 3 to the Registration
Statement on Form S-3 of the Company filed with the
SEC on February 1, 1995)
3(i) By-Laws of Ethan Allen Manufacturing Corporation
(incorporated by reference to Exhibit 3.5 to
Amendment No. 3 to the Registration Statement on Form
S-3 of the Company filed with the SEC on February 1,
1995)
4(a) First Amendment to Management Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit
4(a) to the Registration Statement on Form S-1 of the
Company filed with the SEC on March 16, 1993)
4(b) Second Amendment to Management Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit
4(b) to the Registration Statement on Form S-1 of the
Company filed with the SEC on March 16, 1993)
4(c) 1992 Stock Option Plan (incorporated by reference to
Exhibit 4(c) to the Registration Statement on Form
S-1 of the Company filed with the SEC on March 16,
1993)
4(c)-1 First Amendment to 1992 Stock Option Plan
(incorporated by reference to Exhibit 4(c)-1 to the
Quarterly Report on Form 10-Q of the Company filed
with the SEC on November 14, 1997)
4(c)-2 Amended and Restated 1992 Stock Option Plan
(incorporated by reference to Exhibit 4(c)-2 to the
Quarterly Report on Form 10-Q of the Company filed
with the SEC on November 14, 1997)
4(c)-3 First Amendment to Amended and Restated 1992 Stock
Option Plan (incorporated by reference to Exhibit
4(c)-3 to the Quarterly Report on Form 10-Q of the
Company filed with the SEC on February 12, 1999)
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4(c)-4 Second Amendment to Amended and Restated 1992 Stock
Option Plan (incorporated by reference to Exhibit
4(c)-4 to the Quarterly Report on Form 10-Q of the
Company filed with the SEC on February 14, 2000)
4(d) Management Letter Agreement among the Management
Investors and the Company (incorporated by reference
to Exhibit 4(d) to the Registration Statement on Form
S-1 of the Company filed with the SEC on March 16,
1993)
4(e) Management Warrant, issued by the Company to members
of the Management of Ethan Allen (incorporated by
reference to Exhibit 4(e) to the Registration
Statement on Form S-1 of the Company filed with the
SEC on March 16, 1993)
4(f) Form of Dealer Letter Agreement among Dealer
Investors and the Company (incorporated by reference
to Exhibit 4(f) to the Registration Statement on Form
S-1 of the Company filed with the SEC on March 16,
1993)
4(g) Form of Kathwari Warrant, dated June 28, 1989
(incorporated by reference to Exhibit 4(g) to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
4(j) Form of Indenture relating to the Senior Notes
(incorporated by reference to Exhibit 4(m) to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
4(j)-1 First Supplemental Indenture, dated March 23, 1995,
between Ethan Allen and the First National Bank of
Boston for $75,000,000 8-3/4% Senior Notes due 2007
(incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-3 of the Company
filed with the SEC on October 25, 1994)
4(k) Credit Agreement among the Company, Ethan Allen and
Bankers Trust Company (incorporated by reference to
Exhibit 4(o) to the Registration Statement on Form
S-1 of the Company filed with the SEC on March 16,
1993)
4(k)-1 Amended Credit Agreement among the Company, Ethan
Allen and Bankers Trust Company (incorporated by
reference to Exhibit 4(k)-1 to the Annual Report on
Form 10-K of the Company filed with the SEC on
September 8, 1994)
4(k)-2 110,000,000 Senior Secured Revolving Credit Facility
dated March 10, 1995 between Ethan Allen and J. P.
Morgan Chase & Co. (incorporated by reference to
Exhibit 4(k)-2 to the Annual Report on Form 10-K of
the Company filed with the SEC on September 21, 1995)
4(k)-3 Amended and Restated Credit Agreement as of December
4, 1996 between Ethan Allen Inc. and the J. P. Morgan
Chase & Co. (incorporated by reference to Exhibit
4(k)-3 to the Quarterly Report on Form 10-Q of the
Company filed with the SEC on February 13, 1997)
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4(k)-4 First Amendment to Amended and Restated Credit
Agreement as of August 27, 1997 between Ethan Allen
Inc. and the J. P. Morgan Chase & Co. (incorporated
by reference to Exhibit 4(k)-4 to the Quarterly
Report on Form 10-Q of the Company filed with the SEC
on February 12, 1999)
4(k)-5 Second Amendment to Amended and Restated Credit
Agreement as of October 20, 1998 between Ethan Allen
Inc. and the J. P. Morgan Chase & Co. (incorporated
by reference to Exhibit 4(k)-5 to the Quarterly
Report on Form 10-Q of the Company filed with the SEC
on February 12, 1999)
4(l) Catawba County Industrial Facilities Revenue Bond
(incorporated by reference to Exhibit 4(r) to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
4(l)-1 Trust Indenture dated as of October 1, 1994 securing
$4,600,000 Industrial Development Revenue Refunding
Bonds, Ethan Allen Inc. Series 1994 of the Catawba
County Industrial Facilities and Pollution Control
Financing Authority (incorporated by reference to
Exhibit 4(l)-1 to the Annual Report on Form 10-K of
the Company filed with the SEC on September 21, 1995)
4(m) Lease for 2700 Sepulveda Boulevard Torrance,
California (incorporated by reference to Exhibit 4(s)
to the Registration Statement on Form S-1 of the
Company filed with the SEC on March 16, 1993)
4(n) Amended and Restated Warrant Agreement, dated March
1, 1991, among Green Mountain Holding Corporation and
First Trust National Association (incorporated by
reference to Exhibit 4(t) to the Registration
Statement on Form S-1 of the Company filed with the
SEC on March 16, 1993)
4(o) Exchange Notes Warrant Transfer Agreement
(incorporated by reference to Exhibit 4(u) to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
4(p) Warrant (Earned) to purchase shares of the Company's
Common Stock dated March 24, 1993 (incorporated by
reference to Exhibit 4(v) to the Registration
Statement on Form S-1 of the Company filed with the
SEC on March 16, 1993)
4(q) Warrant (Earned-In) to purchase shares of the
Company's Common Stock, dated March 23, 1993
(incorporated by reference to Exhibit 4(w) to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
4(r) Recapitalization Agreement among the Company, General
Electric Capital Corporation, Smith Barney Inc.,
Chemical Fund Investments, Inc., Legend Capital
Group, Inc., Legend Capital International Ltd.,
Castle Harlan, Inc., M. Farooq Kathwari, the Ethan
Allen Retirement Program and other stockholders named
on the signature pages thereto, dated March 24, 1993
(incorporated by reference to Exhibit 4(x) to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
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4(s) Preferred Stock and Common Stock Subscription
Agreement, dated March 24, 1993, among the Company,
General Electric Capital Corporation, and Smith
Barney Inc. (incorporated by reference to Exhibit
4(y) to the Annual Report on Form 10-K of the Company
filed with the SEC on September 24, 1993)
4(t) Security Agreement, dated March 10, 1995, between
Ethan Allen Inc. and J. P. Morgan Chase & Co.
(incorporated by reference to Exhibit 4(t) to the
Quarterly Report on Form 10-Q of the Company filed
with the SEC on February 13, 1997)
4(u) Rights Agreement, dated July 26, 1996, between the
Company and Harris Trust and Savings Bank
(incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of the Company filed with
the SEC on July 3, 1996)
4(v) Registration Rights Agreement, dated March 28, 1997,
between the Company and Carriage House Interiors of
Colorado, Inc. (incorporated by reference to Exhibit
4.4 to the Registration Statement on Form S-3 of the
Company filed with the SEC on May 21, 1997)
4(w) Credit Agreement, dated August 24, 1999, by and among
Ethan Allen Inc., Ethan Allen Interiors Inc., the J.
P. Morgan Chase & Co., Fleet Bank, N.A. and Wachovia
Bank, N.A. (incorporated by reference to Exhibit 4(w)
to the Annual Report on Form 10-K of the Company
filed with the SEC on September
13, 2000)
10(b) Employment Agreement, dated June 29, 1989, among Mr.
Kathwari, the Company and Ethan Allen (incorporated
by reference to Exhibit 10(b) to the Registration
Statement on Form S-1 of the Company filed with the
SEC on March 16, 1993)
10(c) Employment Agreement, dated July 27, 1994, among Mr.
Kathwari, the Company and Ethan Allen (incorporated
by reference to Exhibit 10(c) to the Annual Report on
Form 10-K of the Company filed with the SEC on
September 21, 1995)
10(d) Restated Directors Indemnification Agreement dated
March 1993, among the Company and Ethan Allen and
their Directors (incorporated by reference to Exhibit
10(c) to the Registration Statement on Form S-1 of
the Company filed with the SEC on March 16, 1993)
10(e) Registration Rights Agreement, dated March 1993, by
and among Ethan Allen, General Electric Capital
Corporation and Smith Barney Inc. (incorporated by
reference to Exhibit 10(d) to the Registration
Statement on Form S-1 of the Company filed with the
SEC on March 16, 1993)
10(f) Form of Management Bonus Plan, dated October 30, 1991
(incorporated by reference to Exhibit 10(g) to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
10(g) Ethan Allen Profit Sharing and 401(k) Retirement Plan
(incorporated by reference to Exhibit 10(g) to the
Annual Report on Form 10-K of the Company filed with
the SEC on September 21, 1995)
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10(h) General Electric Capital Corporation Credit Card
Program Agreement dated August 25, 1995 (incorporated
by reference from Exhibit 10(h) to the Annual Report
on Form 10-K of the Company filed with the SEC on
September 21, 1995)
10(h)-1 First Amendment to Credit Card Program Agreement
dated February 22, 2000 (incorporated by reference to
Exhibit 10(h)-1 to the Annual Report on Form 10-K of
the Company filed with the SEC on September 13, 2000)
10(i) Employment Agreement, dated October 28, 1997, between
Mr. Kathwari and Ethan Allen Interiors, Inc.
(incorporated by reference to Exhibit 10(i) to the
Quarterly Report on Form 10-Q of the Company filed
with the SEC on November 14, 1997)
10(j) Sales Finance Agreement, dated June 25, 1999, between
the Company and MBNA America Bank, N.A. (incorporated
by reference to Exhibit 10(j) to the Annual Report on
Form 10-K of the Company filed with the SEC on
September 13, 2000)
10(k) Amended and Restated Consumer Credit Card Program
Agreement, dated February 22, 2000, by and among the
Company and Monogram Credit Card Bank of Georgia
(incorporated by reference to Exhibit 10(k) to the
Annual Report on Form 10-K of the Company filed with
the SEC on September 13, 2000)
10(k)-2 Second Amendment to Amended and Restated Consumer
Credit Card Program Agreement, dated February 1,
2002, by and among the Company and Monogram Credit
Card Bank of Georgia (incorporated by reference to
Exhibit 10(k)-2 to the Quarterly Report on Form 10-Q
of the Company filed with the SEC on May 13, 2002)
10(k)-3 Third Amendment to Amended and Restated Consumer
Credit Card Program Agreement, dated July 26, 2002,
by and among the Company and Monogram Credit Card
Bank of Georgia (incorporated by reference to Exhibit
10(k)-3 to the Quarterly Report on Form 10-Q of the
Company filed with the SEC on November 12, 2002)
10(l) Employment Agreement, dated August 1, 2002, between
Mr. Kathwari and Ethan Allen Interiors, Inc.
(incorporated by reference to Exhibit 10(l) to the
Annual Report on Form 10-K of the Company filed with
the SEC on September 30, 2002)
21 List of wholly-owned subsidiaries of the Company
(incorporated by reference to Exhibit 22 to the
Registration Statement on Form S-1 of the Company
filed with the SEC on March 16, 1993)
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