Exhibit 10.1


 


 


SEVENTH AMENDMENT TO CREDIT AGREEMENT


 


THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is entered into as of June 29, 2015, by and between FLEXSTEEL INDUSTRIES, INC., a Minnesota corporation ("Borrower"),
and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").


 


RECITALS


 


WHEREAS, Borrower is currently indebted to Bank pursuant
to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of April 14, 2010, as amended from
time to time ("Credit Agreement").


 


WHEREAS, Bank and Borrower have agreed to certain changes
in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.


 


NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:


 


1.          Section 1.1.
(a) is hereby amended by deleting "Sixty-Five Million Dollars ($65,000,000.00)" as the maximum principal amount available
under the Line of Credit, and by substituting for said amount "Thirty Million Dollars ($30,000,000.00)."


 


2.          Section 6.1.
(i) is hereby deleted in its entirety, and the following substituted therefor:


 


“(i)Any change in control of Borrower or any entity
or combination of entities that directly or indirectly control Borrower, with “control” defined as ownership of an
aggregate of twenty-five percent (25%) or more of the common stock, members' equity or other ownership interest (other than a limited
partnership interest).”


 


3.          Section
7.2. is hereby deleted in its entirety, and the following substituted therefor:


 


“SECTION 7.2.          NOTICES.  All
notices, requests and demands which any party is required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to each party at the following address:


 


	 	BORROWER:	FLEXSTEEL INDUSTRIES, INC.
	 	 	385 Bell Street
	 	 	Dubuque, Iowa 52001
	 	 	  
	 	BANK:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	MAC N8236-043
	 	 	203 West 3rd Street, 4th Floor
	 	 	Davenport, Iowa 52801


 




    	-1-



    	 



    


 


or to such other address as any party may designate by written notice to all
other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand delivery, upon
delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first
class and postage prepaid; and (c) if sent by telecopy, upon receipt.”


 


4.          Except
as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver
or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment
and the Credit Agreement shall be read together, as one document.


 


5.          Borrower
hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein.
Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement,
nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event
of Default.


 


6.          Borrower
acknowledges receipt of a copy of this Amendment signed by the parties hereto.


 


IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT
MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES
TO ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER.


 


IN WITNESS WHEREOF, the parties hereto have caused this Modification
to be executed as of the day and year first written above.


 


	FLEXSTEEL INDUSTRIES, INC.	 	WELLS FARGO BANK, 

   NATIONAL ASSOCIATION
	 	 	 	 	 
	By:	/s/ Timothy E. Hall	 	By: 	/s/ Grant Friesth
	 	TIMOTHY E. HALL, SR. VP 

FINANCE, CFO, SECRETARY,

TREASURER	 	 	GRANT FRIESTH, SENIOR VICE

PRESIDENT


 


 


 



    	-2-