First Amendment to Credit Agreement, dated July 31, 2006



 EXHIBIT 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of July 31,
2006 is among LEGGETT & PLATT, INCORPORATED, a Missouri corporation (the “Borrower”), the lenders party hereto and JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”). 
 The Borrower, the Administrative Agent and the lenders party thereto have entered into that certain Credit Agreement dated as of August 5, 2005 (the
“Agreement” and capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby). The Borrower, the Administrative Agent and the lenders party hereto
now desire to amend the Agreement as herein set forth. 
 NOW, THEREFORE, in consideration of the premises herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows effective as of the date hereof unless otherwise indicated: 
 ARTICLE 1. 
 Amendments 
 Section 1.1. Amendments to Section 1.01. The following definitions contained in Section 1.01 of the Agreement are amended in their
respective entireties to read as set forth below: 
 “Funded Debt” means the sum of: 
 (i) the sum of (a) all Indebtedness having a final maturity of more than 12 months from the date of determination thereof (or which
is renewable or extendable at the option of the obligor for a period or periods more than 12 months from the date of creation), including (without limitation) all guaranties included in the definition of Indebtedness extending more than 12 months
from the date of such guaranties; plus (b) Capitalized Leases; minus 
 (ii) to the extent included is the
Indebtedness under clause (i) of this definition, the sum of (a) any portion of such Indebtedness which is properly included in Consolidated Current Liabilities and (b) the aggregate undrawn amount of all letters of credit issued for
the account of the Borrower or any Subsidiary. 
 “Maturity Date” means July 31, 2011. By written notice
sent to the Administrative Agent and the Lenders, the Borrower may request that the then effective Maturity Date (the “Current Maturity Date”) be extended to a date one year from the then Current Maturity Date (an “Extension
Request”). An Extension Request may be delivered by the Borrower to the Administrative Agent and the Lenders at any time prior to the date which is 90 days prior to the then Current Maturity Date when no Default exists. Within 45 days of
the receipt by the Lenders of an Extension Request, each Lender shall provide the Administrative Agent and the Borrower with a written consent to, or a rejection of, the Borrower’s Extension Request. The decision whether to accept or reject an
Extension Request shall be made by each Lender in its sole discretion based on such information as it may deem necessary and no Lender shall have any obligation to agree to any extension of the then Current Maturity Date. The failure of a Lender to
respond to any Extension Request within such 45-day period shall be deemed a rejection of such request. If all the Lenders consent to an Extension Request, the Maturity Date shall be the date one year from the then Current Maturity Date as specified
in a notice 

  

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from the Administrative Agent. If Lenders holding 25% or less of the Revolving Exposures and unused Commitments reject an Extension Request (the
“Rejecting Lenders”), then the Borrower may take one of the following actions on or before the then Current Maturity Date: (i) by written notice to each Rejecting Lender and the Administrative Agent, terminate the Commitment of
each Rejecting Lender if simultaneously with such termination the Borrower pays to each Rejecting Lender all amounts owed by the Borrower to such Rejecting Lender hereunder or (ii) request that each Rejecting Lender assign its interest in this
Agreement to a new lender or lenders selected and identified by the Borrower and approved by the Administrative Agent who will consent to the Extension Request (each Rejecting Lender agreeing to do so upon such request on or before the then Current
Maturity Date). If the Borrower consummates either of the foregoing actions on or before the then Current Maturity Date, then the Maturity Date shall be the date one year from the then Current Maturity Date as specified in a notice from the
Administrative Agent. 
 “Secured Debt” shall mean all (a) Funded Debt, Short-Term Debt and other
Indebtedness secured by a mortgage, security interest, pledge, or other lien on property or assets or by any title retention agreement, (b) all Funded Debt in respect of Capitalized Leases, and (c) the aggregate amount of uncollected
accounts receivable of the Borrower subject at such time to a sale of receivables (or similar transaction) regardless of whether such transaction is effected in a manner that would not be reflected on the balance sheet of the Borrower in accordance
with GAAP. 
 “Short–Term Debt” means (i) Indebtedness of the Borrower and its Subsidiaries for
money borrowed from banks, trust companies and others having a maturity of no more than one year from the date of origin and not extendable or renewable at the option of the obligor , excluding however, to the extent included, the aggregate undrawn
amount of all letters of credit issued for the account of the Borrower or any Subsidiary; and (ii) guaranties which constitute Indebtedness but not Funded Debt. 
 “Total Indebtedness” means the sum of (a) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries
at any given time minus (b), to the extent included is such Indebtedness, the aggregate undrawn amount of all letters of credit issued for the account of the Borrower or any Subsidiary. 
 ARTICLE 2. 
 Miscellaneous 
 Section 2.1. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect.
The Borrower, the Lenders and the Administrative Agent agree that the Agreement as amended hereby and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. 
 Section 2.2. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as
follows: (a) after giving effect to this Amendment, no Default exists; and (b) after giving effect to this Amendment, the representations and warranties set forth in the Agreement are true and correct on and as of the date hereof with the
same effect as though made on and as of such date except with respect to any representations and warranties limited by their terms to a 

  

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specific date. All representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment, and no investigation by
the Administrative Agent or any Lender nor any closing shall affect the representations and warranties or the right of the Administrative Agent and the Lenders to rely upon them. 
 Section 2.3. Reference to Agreement. All agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms
of the Agreement, including each Loan Document, are hereby amended so that any reference in such agreements, documents, or instruments to the Agreement shall mean a reference to the Agreement as amended hereby. 
 Section 2.4. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Borrower, the Administrative Agent
and the Lenders and their respective successors and assigns, except the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Bank. Any assignment in violation of this
Section 2.4 shall be void. 
 Section 2.5. Counterparts. This Amendment may be executed in one or more counterparts and on
telecopy counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. 
 Section 2.6. Effect of Waiver. No consent or waiver, express or implied, by the Administrative Agent or any Lender to or for any breach of or deviation from any covenant, condition or duty by the Borrower
shall be deemed a consent or waiver to or of any other breach of the same or any other covenant, condition or duty. 
 Section 2.7.
Severability. Any provision of this Amendment which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or
non–authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. 
 Section 2.8. Governing Law. This Amendment is governed by and construed in accordance with the applicable law pertaining in the State of New
York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General
Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law. 
 Section 2.9.
Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 
 Section 2.10. MISSOURI STATUTORY NOTICE. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR(s))
FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

  

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 Executed as of the date first written above. 
  

			
	LEGGETT & PLATT, INCORPORATED
		
	 By:
	 	/s/ Sheri L. Mossbeck
		 	 Sheri L. Mossbeck, Vice President and Treasurer

		
	 By:
	 	/s/ Matthew C. Flanigan
		 	Matthew C. Flanigan, Chief Financial Officer and Senior Vice President
	
	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
		
	 By:
	 	/s/ David L. Howard
		 	 David L. Howard, Vice President



  

					
	 WACHOVIA BANK, NATIONAL ASSOCIATION

		
	 By:
	 	/s/ Mark S. Supple
		 	 Name:
	 	Mark S. Supple
		 	 Title:
	 	Vice President
	
	 BANK OF AMERICA, N.A.

		
	 By:
	 	/s/ David McCauley
		 	 Name:
	 	 David McCauley

		 	 Title:
	 	 Principal

	
	 THE BANK OF NEW YORK

		
	By:	 	/s/ Louis D. Serio
		 	 Name:
	 	 Louis D. Serio

		 	 Title:
	 	 Vice President

	
	 BARCLAYS BANK PLC

		
	By:	 	/s/ Alison McGuigan
		 	 Name:
	 	 Alison McGuigan

		 	 Title:
	 	 Associate Director



  

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	 LASALLE BANK NATIONAL ASSOCIATION

		
	 By:
	 	/s/ James C. Binz
		 	 Name:
	 	James C. Binz
		 	 Title:
	 	Senior Vice President
	
	 SUNTRUST BANK

		
	 By:
	 	/s/ Robert Bugbee
		 	 Name:
	 	Robert Bugbee
		 	 Title:
	 	Director
	
	 TORONTO DOMINION (TEXAS) LLC

		
	By:	 	/s/ Jim Bridwell
		 	 Name:
	 	Jim Bridwell
		 	 Title:
	 	Authorized Signatory
	
	 UMB BANK N.A.

		
	By:	 	/s/ Terry Dierks
		 	 Name:
	 	Terry Dierks
		 	 Title:
	 	Senior Vice President
	
	 U.S. BANK NATIONAL ASSOCIATION

		
	 By:
	 	/s/ Kenneth Ziebart
		 	 Name:
	 	Kenneth Ziebart
		 	 Title:
	 	Banking Officer
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	 By:
	 	/s/ Melissa Nachman
		 	 Name:
	 	Melissa Nachman
		 	 Title:
	 	Vice President


  

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	 ARVEST BANK

		
	 By:
	 	/s/ Douglas A. Doll
		 	 Name:
	 	Douglas A. Doll
		 	 Title:
	 	President/CEO—Joplin Region


  

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