LEG Leggett and Platt Inc

Amendment and Restatement of Credit Agreement

On September 30, 2021, Leggett & Platt, Incorporated (the “Company,” “us,” or “we”) entered into an Amendment Agreement among us, JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”), and the Lenders with Commitments listed below which adopted the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement is a five-year multi-currency credit facility providing us the ability, from time to time, to borrow, repay and re-borrow up to $1.2 billion until the maturity date, at which time our ability to borrow under the Credit Agreement will terminate. The Credit Agreement amends and restates the Third Amended and Restated Credit Agreement, dated as of December 12, 2018 among us, JPMorgan and the Lenders named therein, filed December 14, 2018 as Exhibit 10.1 to our Form 8-K, as amended by Amendment No. 1 to the Third Amended and Restated Credit Agreement, dated as of May 6, 2020, filed May 7, 2020 as Exhibit 10.1 to our Form 8-K. Capitalized terms used but not defined herein have the meanings set forth in the Credit Agreement.

The material amendments to the Credit Agreement included:

(1) Maturity Date of Credit Agreement Extended. The maturity date under our senior unsecured Revolving Facility under the Credit Agreement (the “Revolving Facility”) was extended from January 3, 2024 to September 30, 2026.

(2) Commitments under Revolving Facility Changed. The Revolving Commitments under the Revolving Facility were changed as follows:

As of the date of this Form 8-K, there was no Borrowing under the Revolving Facility. The Credit Agreement serves as support for our $1.2 billion commercial paper program.

(3) Tranche A Term Facility Eliminated. Prior to the amendment, the Credit Agreement contained a senior unsecured “Tranche A Term Facility” in the aggregate principal amount of $500 million. The Tranche A Term Facility was eliminated. The Lenders were obligated to extend credit under the Tranche A Term Facility in the amounts listed below. We made a one-time draw under the Tranche A Term Facility on January 16, 2019 in the maximum amount of $500 million to finance, in part, our acquisition of Elite Comfort Solutions, Inc. The Tranche A Term Facility loan or “Term Loan A” ranked equally with all our other unsecured and unsubordinated indebtedness, was available only in U.S. Dollars, and required us to pay interest at time intervals based upon the selected interest rate and selected interest period. Under the Term Loan A, we were required to pay

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(i) $12.5 million of principal payments each quarter (on the last day of March, June, September and December) and (ii) the remaining outstanding principal under the Term Loan A upon the stated maturity date of January 3, 2024. We prepaid the outstanding amount under the Term Loan A on August 31, 2021. Amounts borrowed under the Term Loan A that were repaid or prepaid could not be reborrowed. There were no penalties for early repayment under the Term Loan A. The Term Loan A had customary default and acceleration provisions including those applicable to our breach of representations or warranties, our noncompliance with covenants, or our failure to timely pay all principal, interest and fees.

Prior to the amendment, the Tranche A Term Facility had Commitments for each Lender as follows:

(4) Increase in Accordion Feature for Incremental Revolving Commitments and Incremental Term Loans. Prior to the amendment, the Credit Agreement contained an “accordion feature” providing for the incremental increase of borrowing capacity under the Revolving Facility and an Incremental Term Loan in an amount up to $500 million in addition to the $1.2 billion Revolving Commitments and the former $500 million Tranche A Term Facility upon the request of the Company subject to the Lenders’ consents (i.e. up to an aggregate borrowing capacity of $2.2 billion, subject to covenant limitations). This accordion feature was amended to provide for an increase in incremental borrowing capacity under the Revolving Facility and an Incremental Term Loan of up to $600 million in addition to the borrowing capacity under the $1.2 billion Revolving Commitments upon request of the Company subject to the Lenders’ consents (i.e. up to an aggregate borrowing capacity of $1.8 billion, subject to covenant limitations).

(5) Financial Covenant Changed. Prior to the amendment, the Company was required to maintain a Leverage Ratio of (i) Consolidated Funded Indebtedness (minus Unrestricted Cash) to (ii) Consolidated EBITDA for the four consecutive trailing fiscal quarters, of not more than 3.75 to 1.00 on September 30, 2021, with a step-down to not more than 3.25 to 1.00 as of December 31, 2021 and each fiscal quarter end date thereafter. The amended Leverage Ratio covenant requires the Company to maintain as of the last day of each fiscal quarter (i) Consolidated Funded Indebtedness minus the lesser of: (A) Unrestricted Cash, or (B) $750 million to (ii) Consolidated EBITDA for the four consecutive trailing quarters, such ratio not being greater than 3.50 to 1.00, provided, however, subject to certain limitations, if the Company has made a Material Acquisition in any fiscal quarter, at the Company’s election, the maximum Leverage Ratio shall be 4.00 to 1.00 for the fiscal quarter during which such Material Acquisition is consummated and the next three consecutive fiscal quarters.

(6) Limitation of Secured Debt Changed. Prior to the amendment, the Credit Agreement contained a covenant that limited the outstanding principal amount of Indebtedness and other monetary obligations secured by Liens to 5% of Consolidated Total Assets, which would have increased to 15% on December 31, 2021 and thereafter. The amended Credit Agreement changed this covenant to limit the outstanding principal amount of Indebtedness and other monetary obligations secured by Liens to 15% of Consolidated Total Assets.

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(7) Anti-Cash Hoarding Provision Removed. Prior to the amendment, the Credit Agreement contained a provision that limited Borrowing if, at the time of the Borrowing and immediately after giving effect of such Borrowing and the use of the proceeds, the Company had a pro forma Consolidated Cash Balance in excess of the Consolidated Cash Balance Limit. The Consolidated Cash Balance Limit was generally defined as $300 million, plus (i) any payments reasonably expected to be made by the Company within five business days for trade payables, Indebtedness, taxes, payroll, or other obligations as certified in writing to JPMorgan, as the administrative agent; (ii) any amount to be used in connection with the consummation of transactions permitted by the Credit Agreement (including any Acquisition and/or the payment of any dividends or distributions) that were contemplated in good faith to be consummated within 30 business days as certified in writing to JPMorgan; and (iii) any amounts to be used for the refinancing or other payment of commercial paper. The anti-cash hoarding provision was removed.

(8) Pricing Table Changed. Prior to the amendment, the definition of Applicable Rate was as follows:

After the amendment, the definition of Applicable Rate is as follows:

(9) Interest Rate Floors Decreased. Pursuant to the amendment, the interest rate floor for the Alternate Base Rate (“ABR”) was decreased from 2% to 1%. Also, interest rate floors for the Canadian Dollar Offered Rate (“CDOR”) Screen Rate and the London Interbank Offered (“LIBO”) Screen Rate were decreased from 1% to 0%. All other interest rate floors in the Credit Agreement, including interpolated rates, were set at 0.00%.

(10) Benchmark Replacement Mechanism Added. Pursuant to the amendment, provisions were added for the replacement of any Benchmark for an applicable currency upon a Benchmark Transition Event, Early Opt-in Election or Other Benchmark Rate Election (each as defined in the Credit Agreement) where certain interest rate Benchmarks (including the LIBO Rate, the EURIBOR Rate, the CDOR Rate, the Peso Rate and the Daily Simple RFR) would be replaced with an applicable Benchmark Replacement (as defined in the Credit agreement).

General Terms under the Credit Agreement

The Company may elect the type of Borrowing under the Credit Agreement, which determines the rate of interest to be paid on the outstanding principal balance, as follows:

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Payment of Interest and Principal. The Company is required to (a) periodically pay accrued interest on any outstanding principal balance under the Revolving Facility at time intervals based upon the selected interest rate and the selected Interest Period, and (b) pay the outstanding principal of the Revolving Facility upon the maturity date. We can also repay the outstanding principal prior to maturity, except for loans denominated in Mexican Pesos. Also, regarding certain fixed rate borrowing, (other than RFR loans), if, among other things, we repay the outstanding principal prior to maturity, we must pay applicable break funding payments (which roughly equate to the Lenders’ lost interest income).

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Letters of Credit. Our ability to borrow under the Revolving Facility is reduced by the amount of outstanding Letters of Credit issued pursuant to the Credit Agreement. The amount of Letters of Credit is limited to $125 million. As of the date hereof, there are no Letters of Credit outstanding under the Credit Agreement.

Company Covenants. The Credit Agreement is unsecured, but contains restrictive covenants which, among other things, limit (a) as of the last day of each fiscal quarter, our Leverage Ratio of (i) Consolidated Funded Indebtedness minus the lesser of: (A) Unrestricted Cash, or (B) $750 million to (ii) Consolidated EBITDA for the four consecutive trailing quarters, such ratio not being greater than 3.50 to 1.00, provided, however, subject to certain limitations, if the Company has made a Material Acquisition in any fiscal quarter, at the Company’s election, the maximum Leverage Ratio shall be 4.00 to 1.00 for the fiscal quarter during which such Material Acquisition is consummated and the next three fiscal quarters; (b) the principal amount of Secured Debt to 15% of Consolidated Total Assets, and (c) our ability to sell, lease, transfer or dispose of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole (other than products sold in the ordinary course of business) at any given point in time.

Acceleration of Indebtedness. Subject to certain customary cure periods, the Credit Agreement provides that if we breach any representation or warranty, do not comply with any covenant, fail to pay principal, interest or fees in a timely manner, or if any Event of Default (as defined in the Credit Agreement) otherwise occurs, then the Credit Agreement may be terminated, and the Required Lenders may declare all outstanding Indebtedness under the Credit Agreement to be due and immediately payable.

The foregoing is only a summary of certain terms of the Credit Agreement and is qualified in its entirety by reference to the Amendment Agreement adopting the Fourth Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

JPMorgan, the other listed Lenders and their affiliates have provided, from time to time, and continue to provide commercial banking and related services, as well as investment banking, financial advisory and other services to us and/or to our affiliates, for which we have paid, and intend to pay, customary fees, and, in some cases, out-of-pocket expenses.