Exhibit 10.1


 


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
is entered into as of June 27, 2014, 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 (a) by deleting
“June 30, 2014” as the last day on which Bank will make advances under the Line of Credit, and by substituting for said
date “June 30, 2016,” and (b) by deleting “Ten Million Dollars ($10,000,000.00) as the maximum principal amount
available under the Line of Credit, and by substituting for said amount “Twenty-Five Million Dollars ($25,000,000.00),”
with such changes to be effective upon the execution and delivery to Bank of a promissory note dated as of June 27, 2014 (which
promissory note shall replace and be deemed the Line of Credit Note defined in and made pursuant to the Credit Agreement) and all
other contracts, instruments and documents required by Bank to evidence such change.


 


2.      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.


 


3.      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.


 


4.      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.




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


 


 


	 	 	 	WELLS FARGO BANK,
	FLEXSTEEL INDUSTRIES, INC.	 	   NATIONAL ASSOCIATION
	 	 	 	 	 
	By:  	/s/ Timothy E. Hall	 	By:  	/s/ James Hilgenberg
	 	TIMOTHY E. HALL, SR. VP FINANCE, 

CFO, SECRETARY, TREASURER	 	 	JAMES HILGENBERG, VICE PRESIDENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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