Exhibit 10.1


 


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”), dated as of April 5, 2006, is by and among HNI CORPORATION, an Iowa corporation (the “Borrower”),
those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the
signature pages hereto (the “Guarantors”), the Lenders (defined below)
party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION,
a national banking association, as administrative agent for the Lenders (the “Administrative
Agent”).


 


W I T N E
S S E T H


 


WHEREAS, the
Borrower, the Guarantors, the lenders from time to time party thereto (the “Lenders”),
and the Administrative Agent have entered into that certain Credit Agreement
dated as of January 28, 2005 (as amended, restated, amended and restated,
modified, supplemented or otherwise modified through the date hereof, the “Credit
Agreement”; capitalized terms used herein shall have the meanings ascribed
thereto in the Credit Agreement);


 


WHEREAS, the Credit
Parties have requested the Required Lenders amend certain provisions of the
Credit Agreement; and


 


WHEREAS, the
Required Lenders are willing to make such amendments to the Credit Agreement,
subject to 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


AMENDMENTS
TO CREDIT AGREEMENT


 


1.1          New
Definitions. The following definitions are hereby added to
Section 1.1 of the Credit Agreement in the appropriate alphabetical order:


 


“Note
Purchase Agreement” shall mean the Note Purchase Agreement, dated as of
April 6, 2006, by and among the Borrower and the purchasers party thereto, with
respect to the Senior Notes, in the initial aggregate principal amount of
$150,000,000 and with a maximum aggregate principal amount of $650,000,000, as
each of the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


“Second
Amendment Effective Date” shall mean April 5, 2006.


 


“Senior
Notes” shall mean (a) the Borrower’s 5.54% Series 2006-A Senior Notes due
April 6, 2016 and (b) any additional series of senior notes of the Borrower, in
each


 

















 


case issued pursuant to the Note Purchase
Agreement (or a supplement thereto) and with a maximum aggregate principal
amount of $650,000,000.


 


1.2          Section
5.8. Section 5.8 of the Credit Agreement is hereby amended by
adding the following paragraph at the end of such section:


 


In addition to the foregoing requirements of
this Section 5.8, the Borrower shall cause any Domestic Subsidiary that
guarantees the obligations of the Borrower under the Senior Notes (and which is
not a Guarantor) to promptly become a “Guarantor” hereunder by executing and
delivering to the Administrative Agent a Joinder Agreement and such other
documentation as contemplated above; provided that the Administrative
Agent shall, at the Borrower’s request and without the need for any action by
or approval of any Lender, release such Domestic Subsidiary from its
obligations as a Guarantor and such Domestic Subsidiary shall cease to be a
“Guarantor” so long as such Domestic Subsidiary is not otherwise required to be
a Guarantor pursuant to the requirements of this Section 5.8 above and
substantially concurrently with such release such Domestic Subsidiary is
released from its guaranty obligations under the Note Purchase Agreement.


 


1.3          Section
6.1(f). Section 6.1(f) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


 


(f)            Guaranty
Obligations in respect of Indebtedness of a Credit Party to the extent the
incurrence or existence of such Indebtedness is not prohibited by this Section
6.1;


 


1.4          Section 6.8. Section
6.8 of the Credit Agreement is hereby amended by adding at the end of the last
sentence of such section the following clause and by making the appropriate
grammatical and punctuation changes thereto:


 


, and
except (in respect of the matters referred to in clause (e) above) for
restrictions in the Note Purchase Agreement, provided that the Note Purchase
Agreement does not so restrict any Subsidiary that has guaranteed the
Borrower’s obligations under the Senior Notes.


 


1.5          Section
6.11. Section 6.11 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


 


6.11        No Further Negative Pledges.


 


Enter into, assume or become subject to any agreement (a) prohibiting
or otherwise restricting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired, in favor of the
Administrative Agent (for the benefit of the Lenders) to secure the Credit
Party Obligations (provided that any restriction (i) on the amount of Indebtedness
under this Credit Agreement and the other Credit Documents that can be secured
shall not be deemed a restriction prohibited by


 


2

















 


this Section 6.11
so long as the permitted amount of secured Indebtedness is equal to or greater
than the aggregate Commitments hereunder including any Additional Loans and
(ii) in the Note Purchase Agreement shall not be deemed a restriction
prohibited by this Section 6.11 if such Liens in favor of the Administrative
Agent shall be permitted thereunder on the condition that the Senior Notes be
equally and ratably secured with the Credit Party Obligations secured thereby
pursuant to an agreement reasonably satisfactory to the Required Holders (as
defined in the Note Purchase Agreement)), or (b) requiring the grant of any
security for any obligation if security is given for some other obligation,
except in connection with (i) any Permitted Lien or any document or instrument
governing any Permitted Lien (provided that any such restriction contained
therein relates only to the asset or assets subject to such Permitted Lien) or
(ii) the Note Purchase Agreement and the Senior Notes.


 


ARTICLE II


CONDITIONS
TO EFFECTIVENESS


 


2.1          Closing
Conditions.


 


This Amendment shall become effective as of
the Second Amendment Effective Date upon satisfaction of the following
conditions (in form and substance reasonably acceptable to the Administrative
Agent):


 


(a)           Executed
Documents. Receipt by the Administrative Agent of counterparts of this Amendment
executed by each Credit Party, the Administrative Agent and the Required
Lenders.


 


(b)           Fees and Expenses. The
Administrative Agent and the Lenders shall have received from the Borrower the
aggregate amount of fees and expense payable in connection with the
consummation of the transactions contemplated hereby.


 


(c)           Note Purchase Agreement. The
Administrative Agent shall have received the final draft form of the Note
Purchase Agreement.


 


ARTICLE III


MISCELLANEOUS


 


3.1          Amended
Terms. On and after the Second 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.


 


3

















 


3.2          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 obligations, 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)           After giving effect to this
Amendment, the representations and warranties set forth in Article III of
the Credit Agreement or which are contained in any certificate furnished at any
time under or in connection with the Credit Agreement are true and correct as
of the Second Amendment Effective Date (except for those which expressly relate
to an earlier date).


 


(e)           After giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.


 


(f)            The
Credit Party Obligations are not reduced by this Amendment.


 


3.3          Reaffirmation
of Credit Party Obligations. Each Credit Party hereby ratifies
the Credit Agreement (as amended) 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.


 


3.4          Credit
Document. This Amendment shall constitute a Credit Document
under the terms of the Credit Agreement and shall be subject to the terms and
conditions thereof.


 


3.5          Entirety.
This Amendment and the other Credit Documents embody the entire agreement
between the parties hereto and supersede all prior agreements and
understandings, oral or written, if any, relating to the subject matter hereof.


 


3.6          Counterparts;
Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. Delivery
of an executed counterpart to this


 


4

















 


Amendment by telecopy shall be
effective as an original and shall constitute a representation that an original
will be delivered.


 


3.7          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, by it 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.


 


3.8          GOVERNING
LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


3.9          Consent
to Jurisdiction; Service of Process; Waiver of Jury Trial. The
jurisdiction, services 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.


 


3.10        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.


 


3.11        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.


 


[REMAINDER
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HNI
CORPORATION


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


IN WITNESS
WHEREOF, each of the parties hereto has caused this Amendment to be duly
executed and delivered as of the date first above written.


 


	
  BORROWER:

  	
  HNI CORPORATION,

  
	
   

  	
  an Iowa corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melinda C. Ellsworth

  	
   

  
	
   

  	
  Name:

  	
  Melinda C. Ellsworth

  
	
   

  	
  Title:

  	
  Vice President, Treasurer and Investor
  Relations

  
	
   

  	
   

  
	
  GUARANTORS:

  	
  THE HON COMPANY

  
	
   

  	
  ALLSTEEL INC.

  
	
   

  	
  HEARTH & HOME TECHNOLOGIES INC.

  
	
   

  	
  PAOLI INC.

  
	
   

  	
  RIVER BEND CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melinda C. Ellsworth

  	
   

  
	
   

  	
  Name:

  	
  Melinda C. Ellsworth

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
						



 

















 


HNI
CORPORATION


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


	
  LENDERS:

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  individually in its capacity as a

  	
   

  
	
   

  	
  Lender and in its capacity as
  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard E. Anglin III

  	
   

  
	
   

  	
  Name:

  	
  Richard E. Anglin III

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


HNI
CORPORATION


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


	
   

  	
  BANK OF AMERICA, N.A.,

  	
   

  
	
   

  	
  individually in its capacity as a

  	
   

  
	
   

  	
  Lender and in its capacity as Syndication
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles R Dickerson

  	
   

  
	
   

  	
  Name:

  	
  Charles R Dickerson

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
							



 

















 


HNI
CORPORATION


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


	
   

  	
  WELLS FARGO BANK, N.A.,

  	
   

  
	
   

  	
  individually in its capacity as a

  	
   

  
	
   

  	
  Lender and in its capacity as Documentation
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth Emde

  	
   

  
	
   

  	
  Name:

  	
  Elizabeth Emde

  	
   

  
	
   

  	
  Title:

  	
  A.V.P.

  	
   

  
						



 

















 


HNI
CORPORATION


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


	
   

  	
  BNP PARIBAS,

  	
   

  
	
   

  	
  individually in its capacity as a

  	
   

  
	
   

  	
  Lender and in its capacity as Documentation
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gaye Plunkett

  	
   

  
	
   

  	
  Name:

  	
  Gaye Plunkett

  	
   

  
	
   

  	
  Title:

  	
  Vice-President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Grumboski

  	
   

  
	
   

  	
  Name:

  	
  Christopher Grumboski

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
						



 

















 


HNI
CORPORATION


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


	
   

  	
  HARRIS N.A., as
  successor by merger to Harris Trust & Savings

  Bank, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thad D.
  Racshe

  	
   

  
	
   

  	
  Name:

  	
  Thad D.
  Racshe

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
					



 

















 


HNI
CORPORATION


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


	
   

  	
  NATIONAL CITY BANK OF THE MIDWEST,

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  Sems

  	
   

  
	
   

  	
  Name:

  	
  RICHARD SEMS

  	
   

  
	
   

  	
  Title:

  	
  SVP

  	
   

  
					



 

















 


HNI
CORPORATION


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


	
   

  	
  SUNTRUST BANK,

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  S. Komitor

  	
   

  
	
   

  	
  Name:

  	
  Daniel S.
  Komitor

  	
   

  
	
   

  	
  Title:

  	
  Director