Credit Agreement Dated April 19, 2010



 Exhibit 10.1 

EXECUTION COPY 
  

 
  

 

 

 CREDIT AGREEMENT 

dated as of 

April 19, 2010 

among 
 H.B.
FULLER COMPANY 
 The Foreign Subsidiary Borrowers Party Hereto 

The Lenders Party Hereto 

and 
 JPMORGAN
CHASE BANK, N.A. 
 as Administrative Agent 

CITIBANK, N.A. 

as Syndication Agent 

and 
 BANK OF
AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION 
 and U.S. BANK NATIONAL ASSOCIATION 

as Co-Documentation Agents 
  

 
 J.P. MORGAN
SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., 
 as Joint Bookrunners and Co-Lead Arrangers 

 
  

 







 Table of Contents 

(continued) 
  

					
	 	  	 	 	Page
		
	ARTICLE I Definitions	 	
			
	 SECTION 1.01.
	  	 Defined Terms
	 	1
	 SECTION 1.02.
	  	 Classification of Loans and Borrowings
	 	21
	 SECTION 1.03.
	  	 Terms Generally
	 	21
	 SECTION 1.04.
	  	 Accounting Terms; GAAP
	 	21
		
	 ARTICLE II The Credits
	 	21
			
	 SECTION 2.01.
	  	 Commitments
	 	21
	 SECTION 2.02.
	  	 Loans and Borrowings
	 	22
	 SECTION 2.03.
	  	 Requests for Revolving Borrowings
	 	22
	 SECTION 2.04.
	  	 Determination of Dollar Amounts
	 	23
	 SECTION 2.05.
	  	 Swingline Loans
	 	23
	 SECTION 2.06.
	  	 Letters of Credit
	 	24
	 SECTION 2.07.
	  	 Funding of Borrowings
	 	29
	 SECTION 2.08.
	  	 Interest Elections
	 	29
	 SECTION 2.09.
	  	 Termination and Reduction of Commitments; Termination of Facility
	 	31
	 SECTION 2.10.
	  	 Repayment of Loans; Evidence of Debt
	 	31
	 SECTION 2.11.
	  	 Prepayment of Loans.
	 	32
	 SECTION 2.12.
	  	 Fees
	 	33
	 SECTION 2.13.
	  	 Interest
	 	33
	 SECTION 2.14.
	  	 Alternate Rate of Interest
	 	34
	 SECTION 2.15.
	  	 Increased Costs
	 	35
	 SECTION 2.16.
	  	 Break Funding Payments
	 	36
	 SECTION 2.17.
	  	 Taxes
	 	36
	 SECTION 2.18.
	  	 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	38
	 SECTION 2.19.
	  	 Mitigation Obligations; Replacement of Lenders
	 	39
	 SECTION 2.20.
	  	 Increase of Commitments
	 	40
	 SECTION 2.21.
	  	 Market Disruption
	 	40
	 SECTION 2.22.
	  	 Judgment Currency
	 	41
	 SECTION 2.23.
	  	 Designation of Foreign Subsidiary Borrowers
	 	41
	 SECTION 2.24.
	  	 Termination of Commitments under Existing Credit Agreements
	 	42
	 SECTION 2.25.
	  	 Defaulting Lenders
	 	42
		
	ARTICLE III Representations and Warranties	 	43
			
	 SECTION 3.01.
	  	 Organization; Powers; Subsidiaries
	 	43
	 SECTION 3.02.
	  	 Authorization; Enforceability
	 	44
	 SECTION 3.03.
	  	 Governmental Approvals; No Conflicts
	 	44
	 SECTION 3.04.
	  	 Financial Condition; No Material Adverse Change
	 	44
	 SECTION 3.05.
	  	 Properties
	 	45
	 SECTION 3.06.
	  	 Litigation and Environmental Matters
	 	45
	 SECTION 3.07.
	  	 Compliance with Laws and Agreements
	 	45
	 SECTION 3.08.
	  	 Investment and Holding Company Status
	 	45

  

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 Table of Contents 

(continued) 
  

					
	 	  	 	 	Page
			
	 SECTION 3.09.
	  	Taxes	 	45
	 SECTION 3.10.
	  	 ERISA
	 	46
	 SECTION 3.11.
	  	 Disclosure
	 	46
	 SECTION 3.12.
	  	 Federal Reserve Regulations
	 	46
	 SECTION 3.13.
	  	 No Default
	 	46
		
	 ARTICLE IV Conditions
	 	46
			
	 SECTION 4.01.
	  	 Effective Date
	 	46
	 SECTION 4.02.
	  	 Each Credit Event
	 	47
	 SECTION 4.03.
	  	 Designation of a Foreign Subsidiary Borrower
	 	48
		
	 ARTICLE V Affirmative Covenants
	 	48
			
	 SECTION 5.01.
	  	 Financial Statements; Ratings Change and Other Information
	 	48
	 SECTION 5.02.
	  	 Notices of Material Events
	 	50
	 SECTION 5.03.
	  	 Existence; Conduct of Business
	 	50
	 SECTION 5.04.
	  	 Payment of Obligations
	 	50
	 SECTION 5.05.
	  	 Maintenance of Properties; Insurance
	 	50
	 SECTION 5.06.
	  	 Books and Records; Inspection Rights
	 	51
	 SECTION 5.07.
	  	 Compliance with Laws
	 	51
	 SECTION 5.08.
	  	 Use of Proceeds
	 	51
	 SECTION 5.09.
	  	 Subsidiary Guaranty
	 	51
		
	 ARTICLE VI Negative Covenants
	 	52
			
	 SECTION 6.01.
	  	 Indebtedness
	 	52
	 SECTION 6.02.
	  	 Liens
	 	53
	 SECTION 6.03.
	  	 Fundamental Changes
	 	54
	 SECTION 6.04.
	  	 Investments, Loans, Advances, Guarantees and Acquisitions
	 	55
	 SECTION 6.05.
	  	 Swap Agreements
	 	56
	 SECTION 6.06.
	  	 Restricted Payments
	 	57
	 SECTION 6.07.
	  	 Transactions with Affiliates
	 	57
	 SECTION 6.08.
	  	 Restrictive Agreements
	 	57
	 SECTION 6.09.
	  	 Financial Covenants
	 	57
		
	 ARTICLE VII Events of Default
	 	58
		
	 ARTICLE VIII The Administrative Agent
	 	60
		
	 ARTICLE IX Miscellaneous
	 	62
			
	 SECTION 9.01.
	  	 Notices
	 	62
	 SECTION 9.02.
	  	 Waivers; Amendments
	 	62
	 SECTION 9.03.
	  	 Expenses; Indemnity; Damage Waiver
	 	63
	 SECTION 9.04.
	  	 Successors and Assigns
	 	64

  

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 Table of Contents 

(continued) 
  

					
	 	  	 	 	Page
			
	 SECTION 9.05.
	  	Survival	 	67
	 SECTION 9.06.
	  	 Counterparts; Integration; Effectiveness
	 	67
	 SECTION 9.07.
	  	 Severability
	 	67
	 SECTION 9.08.
	  	 Right of Setoff
	 	67
	 SECTION 9.09.
	  	 Governing Law; Jurisdiction; Consent to Service of Process
	 	68
	 SECTION 9.10.
	  	 WAIVER OF JURY TRIAL
	 	69
	 SECTION 9.11.
	  	 Headings
	 	69
	 SECTION 9.12.
	  	 Confidentiality
	 	69
	 SECTION 9.13.
	  	 USA PATRIOT Act
	 	69
		
	ARTICLE X	 	
		
	Company Guarantee	 	

  

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 Table of Contents 

(continued) 
  

					
	 	  	 	 	Page
		
	SCHEDULES:	 	
			
	Schedule 2.01	  	— Commitments	 	1
	Schedule 2.02	  	— Mandatory Cost	 	1
	Schedule 2.06	  	— Existing Letters of Credit	 	
	Schedule 3.01	  	— Subsidiaries	 	
	Schedule 3.06	  	— Disclosed Matters	 	
	Schedule 6.01	  	— Existing Indebtedness	 	
	Schedule 6.02	  	— Existing Liens	 	
	Schedule 6.04	  	— Existing Investments	 	
	Schedule 6.08	  	— Restrictive Agreements	 	
		
	EXHIBITS:	 	
			
	Exhibit A	  	 —       Form of Assignment and Assumption
	 	1
	Exhibit B	  	 —       Form of Opinion of Loan Parties’ Counsel
	 	1
	Exhibit C	  	 —       Form of Commitment and Acceptance
	 	1
	Exhibit D	  	 —       List of Closing Documents
	 	1
	Exhibit E-1	  	 —       Form of Borrowing Subsidiary Agreement
	 	
	Exhibit E-2	  	 —       Form of Borrowing Subsidiary Termination
	 	1
	Exhibit F	  	 —       Form of Subsidiary Guaranty
	 	1

  

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 CREDIT AGREEMENT dated as of April 19, 2010 among H.B. FULLER COMPANY, the FOREIGN
SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, CITIBANK, N.A. as Syndication Agent and BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION as Co-Documentation
Agents and JPMORGAN CHASE BANK, N.A., as Administrative Agent. 
 The parties hereto agree as follows: 

ARTICLE I 

Definitions 

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“2009 10-K” means the Company’s Annual Report on Form 10-K for the fiscal year ended November 28, 2009.

 “2010 10-Q” means the Company’s Quarterly Report on Form 10-Q for the quarterly period ending
February 27, 2010. 
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 

“Acquired Entity” means the assets or Person acquired in connection with a Permitted Acquisition. 

“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next
 1/16 of 1%) equal to the sum of
(a) (i) the LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate plus, without duplication, (b) in the case of Loans by a Lender from its office or branch in the United Kingdom, if
applicable and as reasonably determined by the Administrative Agent in accordance with Schedule 2.02, the Mandatory Cost. 

“Administrative Agent” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as
administrative agent for the Lenders hereunder. 
 “Administrative Questionnaire” means an Administrative
Questionnaire in a form supplied by the Administrative Agent. 
 “Affected Foreign Subsidiary” means any
Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor would (a) be prohibited by applicable law or (b) would cause a Deemed Dividend Problem. 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
  

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 “Aggregate Commitment” means the aggregate of the Commitments of all of the
Lenders, as reduced or increased from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Commitment is $200,000,000. 

“Agreed Currencies” means (a) Dollars, (b) euro, (c) Pounds Sterling, and (d) any other Foreign
Currency agreed to by each of the Lenders; provided that with respect to Swingline Loans only, “Agreed Currencies” shall mean Dollars and each other currency as is acceptable to the Swingline Lender in its sole discretion.

 “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day
plus  1/2 of 1% and (c) the Adjusted LIBO
Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate
appearing on the Reuters Screen LIBOR01 (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. 

“Applicable Percentage” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by
such Lender’s Commitment; provided that, in the case of Section 2.25 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting
Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any
assignments and to any Lender’s status as a Defaulting Lender at the time of determination. 
 “Applicable
Rate” means, for any day, with respect to any Eurocurrency Revolving Loan or with respect to any ABR Loan or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the
caption “Eurocurrency Spread” or “ABR Spread” or “Facility Fee Rate”, as the case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt: 

 

												
	 	  	 Index Debt Ratings

(Moody’s/S&P):
	  	Eurocurrency
Spread	 	 	ABR
Spread	 	 	Facility Fee
Rate	 
	 Category 1
	  	A3 or A - or higher	  	1.50	% 	 	0.50	% 	 	0.25	% 
	 Category 2
	  	Baa1 or BBB+	  	1.725	% 	 	0.725	% 	 	0.275	% 
	 Category 3
	  	Baa2 or BBB	  	1.95	% 	 	0.95	% 	 	0.30	% 
	 Category 4
	  	Baa3 or BBB-	  	2.10	% 	 	1.10	% 	 	0.40	% 
	 Category 5
	  	Ba1 or BB+ or lower	  	2.50	% 	 	1.50	% 	 	0.50	% 

 For purposes
of, and notwithstanding, the foregoing, 
 (a) it is understood and agreed that the Index Debt has a rating
solely from S&P on the Effective Date and only a rating from S&P shall determine the Applicable Rate until and unless Moody’s also provides a rating for the Index Debt; 

 

 2 








 (b) if neither Moody’s nor S&P shall have in effect a rating for
the Index Debt or an issuer rating for the Company (other than by reason of the circumstances referred to in the last sentence of this definition), then Category 5 shall be applicable (it being understood and agreed that in the event that only one
of Moody’s and S&P issues a rating for the Index Debt, such rating shall determine the Eurocurrency Spread, the ABR Spread and Facility Fee Rate); 

(c) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall
fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more Categories lower than the other, in which case the Applicable Rate shall be determined by reference to
the Category next below that of the higher of the two ratings; 
 (d) if the ratings established by Moody’s
and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency,
irrespective of when notice of such change shall have been furnished by the Company to the Administrative Agent and the Lenders pursuant to Section 5.01 or otherwise; and 

(e) if the Company shall not have any Index Debt outstanding, then issuer ratings by Moody’s and S&P for the
Company shall apply for items (i) through (iv) above. 
 Each change in the Applicable Rate shall apply during the
period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease
to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and,
pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation. 

“Approved Fund” has the meaning assigned to such term in Section 9.04. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the
consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. 

“Attributable Receivables Indebtedness” at any time shall mean the principal amount of Indebtedness which (a) if a
Permitted Receivables Facility is structured as a secured lending agreement, constitutes the principal amount of such Indebtedness or (b) if a Permitted Receivables Facility is structured as a purchase agreement, would be outstanding at such
time under the Permitted Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement. 

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Commitments. 
 “Board” means the Board of Governors of the
Federal Reserve System of the United States of America. 
 “Borrower” means the Company or any Foreign
Subsidiary Borrower. 
  

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 “Borrowing” means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan. 

“Borrowing Request” means a request by any Borrower for a Revolving Borrowing in accordance with Section 2.03.

 “Borrowing Subsidiary Agreement” means a Borrowing Subsidiary Agreement substantially in the form of
Exhibit E-1. 
 “Borrowing Subsidiary Termination” means a Borrowing Subsidiary Termination substantially
in the form of Exhibit E-2. 
 “Business Day” means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not
open for dealings in Agreed Currencies in the London interbank market (and, if the Borrowings or LC Disbursements which are the subject of a borrowing, drawing, payment, reimbursement or rate selection are denominated in euro, a day upon which such
clearing system as is determined by the Administrative Agent to be suitable for clearing or settlement of euro is open for business). 

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the
amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
 “Change in
Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on
the date hereof), of Equity Interests representing more than 20% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the Company nor (ii) appointed by directors so nominated; or (c) the acquisition of direct or indirect Control of
the Company by any Person or group. 
 “Change in Law” means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the date of this Agreement. 
 “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time. 

 

 4 








 “Co-Documentation Agent” means each of Bank of America, N.A., PNC Bank,
National Association and U.S. Bank National Association in its capacity as co-documentation agent for the credit facility evidenced by this Agreement. 

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is
$200,000,000. 
 “Commitment Increase Notice” is defined in Section 2.20. 

“Company” means H.B. Fuller Company, a Minnesota corporation. 

“Computation Date” is defined in Section 2.04. 

“Consolidated EBITDA” means, with reference to any period, the sum of the following: (a) Consolidated Net Income
for such period, plus (b) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) expense for taxes paid or accrued during
such period, (iii) all amounts attributable to depreciation and amortization during such period, (iv) non-cash impairment losses related to long-lived assets, intangible assets or goodwill, (v) extraordinary non-cash losses incurred
other than in the ordinary course of business during such period, and (vi) nonrecurring extraordinary non-cash restructuring charges, minus (c) without duplication and to the extent included in determining such Consolidated Net
Income, extraordinary non-cash gains realized other than in the ordinary course of business; all calculated for the Company and its Subsidiaries in accordance with GAAP on a consolidated basis. For purposes of Section 6.09(b), Consolidated
EBITDA for any period of four (4) consecutive fiscal quarters (each, a “Reference Period”) during which a Material Acquisition or a Material Disposition shall have been made by the Company or any Subsidiary shall be calculated
after giving pro forma effect (calculated in a manner reasonably acceptable to the Administrative Agent but in any case without giving effect to any cost savings in excess of $5,000,000 during any Reference Period) to such Material Acquisition or
Material Disposition (as applicable), as if such Material Acquisition or Material Disposition (as applicable) occurred on the first day of such Reference Period. For purposes of this definition, the term “Material Acquisition” means
any acquisition or series of related acquisitions by the Company or any Subsidiary that (A) constitutes a Permitted Acquisition, and (B) involves the payment of consideration by the Company and its Subsidiaries in excess of $10,000,000 and
the term “Material Disposition” means any sale, transfer or other disposition or series of related sales, transfers or dispositions by the Company or any Subsidiary that (C) constitutes a disposition of all or substantially all
of the assets of, or all or a majority of the Equity Interests in, a Person or division or line of business of a Person, and (D) involves the receipt of consideration by the Company and its Subsidiaries in excess of $10,000,000. 

“Consolidated Interest Expense” means, with reference to any period, the interest expense (including without limitation
interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Company and its Subsidiaries calculated on a consolidated basis for such period with respect to (a) all outstanding Indebtedness of the
Company and its Subsidiaries allocable to such period in accordance with GAAP, (b) Swap Agreements (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers

  

 5 








 
acceptance financing and net costs under interest rate Swap Agreements to the extent such net costs are allocable to such period in accordance with GAAP) and (c) the interest component of
all Attributable Receivable Indebtedness of the Company and its Subsidiaries for such period. 
 “Consolidated Net
Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period. 

“Consolidated Total Assets” means, as of the date of any determination thereof, total assets of the Company and its
Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date. 
 “Consolidated Total
Indebtedness” means at any time the sum, without duplication, of (a) the aggregate Indebtedness for Borrowed Money of the Company and its Subsidiaries calculated on a consolidated basis in accordance with GAAP as of such time,
(b) the aggregate amount of Indebtedness of the Company and its Subsidiaries relating to the maximum drawing amount of all letters of credit outstanding and bankers acceptances, and (c) Indebtedness of the type referred to in clauses
(a) or (b) hereof of another Person guaranteed by the Company or any of its Subsidiaries. For the avoidance of doubt, Consolidated Total Indebtedness includes all Attributable Receivables Indebtedness. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Country Risk Event” means: 

(a) any law, action or failure to act by any Governmental Authority in any Borrower’s or Letter of Credit beneficiary’s country
which has the effect of: 
 (i) changing the obligations under the relevant Letter of Credit, the Credit
Agreement or any of the other Loan Documents as originally agreed or otherwise creating any additional liability, cost or expense to the Issuing Bank, the Lenders or the Administrative Agent, 

(ii) changing the ownership or control by such Borrower or Letter of Credit beneficiary of its business, or 

(iii) preventing or restricting the conversion into or transfer of the applicable Agreed Currency; 

(b) force majeure; or 

(c) any similar event 

which, in relation to (a), (b) and (c), directly or indirectly, prevents or restricts the payment or transfer of any amounts owing under the
relevant Letter of Credit in the applicable Agreed Currency into an account designated by the Administrative Agent or the Issuing Bank and freely available to the Administrative Agent or the Issuing Bank. 

“Credit Event” means a Borrowing, the issuance of a Letter of Credit, an LC Disbursement or any of the foregoing.

  

 6 








 “Deemed Dividend Problem” means, with respect to any Foreign Subsidiary,
such Foreign Subsidiary’s accumulated and undistributed earnings and profits being deemed to be repatriated to the Company or the applicable parent Domestic Subsidiary under the Code, in each case as determined by the Company in its
commercially reasonable judgment acting in good faith and in consultation with its legal and tax advisors. 

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means any Lender, as
determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three (3) Business Days of the date required to be funded by it hereunder,
(b) notified the Company, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the
effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three (3) Business Days after request by the Administrative
Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a
parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has
become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. 

“Disclosed Matters” means the actions, suits and proceedings, the labor controversies and the environmental matters
disclosed in the Company’s 2009 10-K, the Company’s 2010 10-Q and Schedule 3.06. 
 “Disposition”
means any sale, lease, license, transfer, assignment or other disposition of all or any portion of the business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, of the Company or any of its Subsidiaries.

 “Dollar Amount” of any currency at any date shall mean (a) the amount of such currency if such currency
is Dollars or (b) the equivalent in such currency of such amount of Dollars if such currency is a Foreign Currency, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such
currency on the London market at 11:00 a.m., London time, on or as of the most recent Computation Date provided for in Section 2.04. 

“Dollars” or “$” refers to lawful money of the United States of America. 

“Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the United States of
America or any state thereof or the District of Columbia. 
  

 7 








 “Effective Commitment Amount” is defined in Section 2.20. 

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in
accordance with Section 9.02). 
 “Eligible Foreign Subsidiary” means H.B. Fuller Finance (Ireland), a
company organized under the laws of the Republic of Ireland and any other Foreign Subsidiary that is approved from time to time by the Administrative Agent. 

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters. 
 “Environmental Liability” means any liability, contingent or
otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. 

“Equivalent Amount” of any currency with respect to any amount of Dollars at any date shall mean the equivalent in such
currency of such amount of Dollars, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such other currency at 11:00 a.m., London time, on the date on or as of which such amount
is to be determined. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time
to time. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the
Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

 “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC
or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the

  

 8 








 
withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition upon the Company or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. 
 “EU” means the
European Union. 
 “euro” and/or “EUR” means the single currency of the participating member
states of the EU. 
 “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 

“Eurocurrency Payment Office” of the Administrative Agent shall mean, for each of the Agreed Currencies which is a
Foreign Currency, the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and each Lender. 

“Eurocurrency Swingline Loan” means a Eurocurrency Loan made as a Swingline Loan denominated in a Foreign Currency or to
a Foreign Subsidiary Borrower. 
 “Event of Default” has the meaning assigned to such term in Article VII.

 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other
recipient of any payment to be made by or on account of any obligation of the Company hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America or any political subdivision or state
thereof, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender or the Issuing Bank, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any political subdivision or state thereof, or any similar tax imposed by any other jurisdiction in which the Company is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Company under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending
office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Company with respect to such withholding tax pursuant to Section 2.17(a). 

“Existing Credit Agreement” means that certain Credit Agreement dated as of December 14, 2005 by and among the
Company, certain foreign subsidiary borrowers which may from time to time be party thereto, certain lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended prior to the Effective Date. 

“Existing Joint Venture” means any corporation, limited liability company, joint venture or similar limited liability
legal entity in existence on the Effective Date which was formed or entered into by the Company or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person, which legal entity does not
constitute a Subsidiary. 
  

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 “Existing Letters of Credit” is defined in Section 2.06(a).

 “Existing Loan Agreement” means the Loan Agreement dated as of June 19, 2006 among the Company, the
financial institutions party thereto as lenders from time to time and JPMorgan Chase Bank, N.A. as administrative Agent, as may be amended, restated, supplemented or otherwise modified from time to time. 

“Existing Note Agreements” means (a) that certain Note Agreement dated as of December 19, 1994 regarding
$12,000,000 8.73% Senior Notes, Series D, due April 28, 2010, (b) that certain Note Agreement dated as of June 2, 1998 regarding $125,000,000 6.60% Senior Notes due June 2, 2010, and (c) that certain Note Purchase Agreement
dated as of December 16, 2009 regarding $17,000,000 5.13% Senior Notes, Series A, due December 16, 2016, $33,000,000 5.13% Senior Notes, Series B, due December 16, 2019, $35,000,000 5.61% Senior Notes, Series C, due December 16,
2019, and $65,000,000 5.61% Senior Notes, Series D, due February 24, 2020; together with all promissory notes and other documents, instruments and agreements issued thereunder or relating thereto. 

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next  1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average (rounded upwards, if necessary, to the next
 1/100 of 1%) of the quotations for such day for
such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. 

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the
Company. 
 “Foreign Currencies” means each Agreed Currency other than Dollars. 

“Foreign Currency LC Exposure” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and
unexpired amount of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed
at such time. 
 “Foreign Currency Letter of Credit” means a Letter of Credit denominated in a Foreign
Currency. 
 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than
that in which the Company is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 

“Foreign Subsidiary Borrower” means any Eligible Foreign Subsidiary that has been designated as a Foreign Subsidiary
Borrower pursuant to Section 2.23 and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section. 

“GAAP” means generally accepted accounting principles in the United States of America. 

 

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 “Governmental Authority” means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government. 
 “Guarantee” of or by any Person (the
“guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation
or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary
course of business. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes
of any nature regulated pursuant to any Environmental Law. 
 “Hostile Acquisition” means (a) the
acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable
governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn. 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or
with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid,
(d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or
services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person,
(i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) the net
obligations of such Person under any Swap Agreement or under any similar type of agreement and (l) all Attributable Receivables Indebtedness of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. For purposes of the financial covenants under this Agreement, preferred stock of any Person shall not be considered Indebtedness of such Person. 

“Indebtedness for Borrowed Money” of any Person means, without duplication, the sum of Indebtedness of such Person
described in clauses (a), (b), (h), (i), (j) and (l) of the definition of 
  

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“Indebtedness”, but shall exclude (a) notes, bills and checks presented in the ordinary course of business by such Person to banks for deposit or collection, and (b) with
respect to the Company and its Subsidiaries, all obligations of the Company and its Subsidiaries of the character referred to in this definition to the extent owing to the Company or any of its Subsidiaries. 

“Indemnified Taxes” means Taxes other than Excluded Taxes. 

“Index Debt” means rated senior, unsecured, long-term indebtedness for borrowed money of the Company that is not
guaranteed by any other Person or subject to any other credit enhancement. 
 “Information Memorandum” means
the Confidential Information Memorandum dated March 2010 relating to the Company and the Transactions. 
 “Interest
Election Request” means a request by the applicable Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08. 

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each
March, June, September and December and the Maturity Date, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with
an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date and
(c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Maturity Date. 

“Interest Period” means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing
and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the applicable Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall
end on the next preceding Business Day and (b) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case
of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 

“Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall
include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 
 “LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of Credit. 
 “LC Exposure” means, at any time,
the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus (b) the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at
such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. 
  

 12 








 “Lenders” means the Persons listed on Schedule 2.01 and any other Person
that shall have become a Lenders hereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise
requires, the term “Lenders” includes the Swingline Lender. 
 “Letter of Credit” means any letter of
credit issued pursuant to this Agreement. 
 “LIBO Rate” means, with respect to any Eurocurrency Borrowing for
any Interest Period, the rate appearing on, in the case of Dollars, Reuters Screen LIBOR01 and, in the case of any Foreign Currency, the appropriate page of such service which displays British Bankers Association Interest Settlement Rates for
deposits in such Foreign Currency (or, in each case, on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such
Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in the relevant Agreed Currency in the London interbank market) at approximately 11:00 a.m., London
time, two Business Days prior to (or, in the case of Loans denominated in Pounds Sterling, on the day of) the commencement of such Interest Period, as the rate for deposits in the relevant Agreed Currency with a maturity comparable to such Interest
Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate at which deposits in the relevant Agreed
Currency in an Equivalent Amount of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to (or, in the case of Loans denominated in Pounds Sterling, on the day of) the commencement of such Interest Period. 

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,
charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset. 
 “Loans” means the loans made by the Lenders to the
Borrowers pursuant to this Agreement. 
 “Loan Documents” means this Agreement, each Borrowing Subsidiary
Agreement, each Borrowing Subsidiary Termination, the Subsidiary Guaranty, any promissory notes executed and delivered pursuant to Section 2.10(e), any intercreditor agreement contemplated by the last sentence of Section 6.02 and any and
all other instruments and documents executed and delivered in connection with any of the foregoing. 
 “Loan
Parties” means, collectively, the Borrowers and the Subsidiary Guarantors. 
 “Local Time” means
(a) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars to, or for the account of, the Company and (b) local time at the place of the relevant Loan, Borrowing or LC Disbursement (or such earlier
local time as is necessary for the relevant funds to be received and transferred to the Administrative Agent for same day value on the date the relevant reimbursement obligation is due) in the case of a Loan, Borrowing or LC Disbursement which is
denominated in a Foreign Currency or which is to, or for the account of, a Foreign Subsidiary Borrower. 
  

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 “Mandatory Cost” is described in Schedule 2.02. 

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition, results
of operations or prospects of the Company and the Subsidiaries taken as a whole or (b) the ability of any Borrower or any other Loan Party to perform any of its obligations under this Agreement or any other Loan Document or (c) the rights
of or benefits available to the Lenders under this Agreement or any other Loan Document. 
 “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding
$20,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 

“Material Subsidiary” means each Subsidiary (a) which, as of the most recent fiscal quarter of the Company, for the
period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01, contributed greater than ten percent (10%) of the Company’s Consolidated EBITDA for such period or
(b) which contributed greater than ten percent (10%) of the Company’s Consolidated Total Assets as of such date. 

“Maturity Date” means June 19, 2013. 

“Moody’s” means Moody’s Investors Service, Inc. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“New Money Credit Event” means with respect to the Issuing Bank, any increase (directly or indirectly) in the Issuing
Bank’s exposure (whether by way of additional credit or banking facilities or otherwise, including as part of a restructuring) to the applicable Borrower or any Governmental Authority in such Borrower’s or any applicable Letter of Credit
beneficiary’s country occurring by reason of (a) any law, action or requirement of any Governmental Authority in such Borrower’s or such Letter of Credit beneficiary’s country, or (b) any request in respect of external
indebtedness of borrowers in such Borrower’s or such Letter of Credit beneficiary’s country applicable to banks generally which conduct business with such borrowers, or (iii) any agreement in relation to clause (a) or (b), in
each case to the extent calculated by reference to the aggregate Revolving Credit Exposures outstanding prior to such increase. 

“Obligations” means all indebtedness (including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Company and its Subsidiaries to any of the Lenders and the Administrative Agent, individually or
collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or
otherwise, arising or incurred under this Credit Agreement or any of the other Loan Documents or to the Lenders or any of their Affiliates under any Swap Agreement or in respect of any of the Loans made or reimbursement obligations incurred or any
of the Letters of Credit or other instruments at any time evidencing any thereof. 
  

 14 








 “Other Taxes” means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement, but in any event excluding Excluded
Taxes. 
 “Overnight Foreign Currency Rate” means, for any amount payable in a Foreign Currency, the rate of
interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due remains unpaid for more than three Business Days, then for such other period of time as the
Administrative Agent may elect) for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for the relevant currency as
determined above and in an amount comparable to the unpaid principal amount of the related Credit Event, plus any taxes, levies, imposts, duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any
relevant correspondent bank in respect of such amount in such relevant currency. 
 “Participant” has the
meaning set forth in Section 9.04. 
 “PBGC” means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions. 
 “Permitted Acquisition” means
any acquisition (whether by purchase, merger, consolidation or otherwise but excluding in any event a Hostile Acquisition) or series of related acquisitions by the Company or any Subsidiary of all or substantially all the assets of, or more than
fifty percent (50%) of the Equity Interests in, a Person or division or line of business of a Person if, at the time of and immediately after giving effect thereto, (a) no Default has occurred and is continuing or would arise after giving
effect thereto, (b) such Person or division or line of business is engaged in the same or a similar line of business as the Company and the Subsidiaries or business reasonably related thereto, (c) all actions required to be taken with
respect to such acquired or newly formed Subsidiary under Section 5.09 shall have been taken, (d) the Company and the Subsidiaries are in compliance, on a pro forma basis reasonably acceptable to the Administrative Agent after giving
effect to such acquisition (without giving effect to any cost savings), with the covenants contained in Section 6.09 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are
available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on the first day of each
relevant period for testing such compliance and, if the aggregate consideration paid in respect of such acquisition exceeds $50,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Company
to such effect, together with all relevant financial information, statements and projections requested by the Administrative Agent and (e) in the case of an acquisition or merger involving the Company or a Subsidiary, the Company or such
Subsidiary is the surviving entity of such merger and/or consolidation. 
 “Permitted Encumbrances” means:

 (a) Liens imposed by law for taxes, assessments or governmental charges or levies on property that are not yet due or are due
but may thereafter be paid without penalty or are being contested in compliance with Section 5.04; 
  

 15 








 (b) carriers’, warehousemen’s, mechanics’, materialmen’s,
servicemen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

 (c) pledges and deposits (including letters of credit, surety bonds and other escrowed or trust holdings) made in the
ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; 

(d) liens covering cash deposits and other investments to secure the performance of bids, trade contracts, leases, statutory obligations,
surety and appeal bonds, performance bonds, customs bonds and other obligations of a like nature, in each case in the ordinary course of business; 

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; 

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary
course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary; 

(g) bankers’ liens and rights of setoff arising by operation of law and contractual rights of setoff or any contractual Liens or
netting rights in favor of the relevant depository institutions in connection with any cash management services provided to the Company and its Subsidiaries; and 

(h) Liens granted in the ordinary course of business to licensors which encumber licensed intellectual property and inventory produced
thereunder (but not any receivables from the sale, distribution or licensing thereof). 
 “Permitted
Investments” means: 
 (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of
acquisition thereof; 
 (b) obligations of any State of the United States of America or any political subdivision thereof, the
interest with respect to which is exempt from federal income taxation under Section 103 of the Code, having a long term rating from S&P of AA or better, or from Moody’s of Aa2 or better, and maturing within one year from the date of
acquisition thereof; 
 (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within
one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any
State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; 
 (d) fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) or (b) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

  

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 (e) investments in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, a short term credit rating from S&P of A-1 or better, or from Moody’s of P-1 or better; 

(f) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940,
(ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and 

(g) in the case of investments by any Foreign Subsidiary, (i) investments in certificates of deposit, bankers’ acceptances,
time deposits and similar bank obligations in the ordinary course of business and generally consistent with past practice to the extent placed with any well-capitalized commercial bank or financial institution which is located in the jurisdiction
where such Foreign Subsidiary is located and (ii) other investments of a nature substantially similar and of similar credit quality to the investments described above to the extent made in the ordinary course of business and generally
consistent with past practice in the jurisdiction in which such Foreign Subsidiary is located. 
 “Permitted Receivables
Facility” shall mean the receivables facility or facilities created under the Permitted Receivables Facility Documents, providing for the sale or pledge by the Company and/or one or more other Receivables Sellers of Permitted Receivables
Facility Assets (thereby providing financing to the Company and the Receivables Sellers) to the Receivables Entity (either directly or through another Receivables Seller), which in turn shall sell or pledge interests in the respective Permitted
Receivables Facility Assets to third-party investors pursuant to the Permitted Receivables Facility Documents (with the Receivables Entity permitted to issue investor certificates, purchased interest certificates or other similar documentation
evidencing interests in the Permitted Receivables Facility Assets) in return for the cash used by the Receivables Entity to purchase the Permitted Receivables Facility Assets from the Company and/or the respective Receivables Sellers, in each case
as more fully set forth in the Permitted Receivables Facility Documents. 
 “Permitted Receivables Facility
Assets” shall mean (a) Receivables (whether now existing or arising in the future) of the Company and its Subsidiaries which are transferred or pledged to the Receivables Entity pursuant to the Permitted Receivables Facility and any
related Permitted Receivables Related Assets which are also so transferred or pledged to the Receivables Entity and all proceeds thereof and (b) loans to the Company and its Subsidiaries secured by Receivables (whether now existing or arising
in the future) and any Permitted Receivables Related Assets of the Company and its Subsidiaries which are made pursuant to the Permitted Receivables Facility. 

“Permitted Receivables Facility Documents” shall mean each of the documents and agreements entered into in connection
with the Permitted Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests, all of which documents and agreements shall be in form and substance
reasonably satisfactory to the Administrative Agent, in each case as such documents and agreements may be amended, modified, supplemented, refinanced or replaced from time to time so long as (a) any such amendments, modifications, supplements,
refinancings or replacements do not impose any conditions or requirements on the Company or any of its Subsidiaries that are more restrictive in any material respect than those in existence immediately prior to any such amendment, modification,
supplement, refinancing or replacement, (b) any such amendments, modifications, supplements, refinancings or replacements are not adverse in any way to the interests of the Lenders and (c) any such amendments, modifications, supplements,
refinancings or replacements are otherwise in form and substance reasonably satisfactory to the Administrative Agent. 
  

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 “Permitted Receivables Related Assets” means any other assets that are
customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables and any collections or proceeds of any of the foregoing.

 “Person” means any natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension
benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Pounds Sterling” means the lawful currency of the United Kingdom. 

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as
its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 

“Proposed New Lender” is defined in Section 2.20. 

“Receivables” shall mean all accounts receivable (including, without limitation, all rights to payment created by or
arising from sales of goods, leases of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance). 

“Receivables Entity” shall mean a wholly-owned Subsidiary of the Company which engages in no activities other than in
connection with the financing of accounts receivable of the Receivables Sellers and which is designated (as provided below) as the “Receivables Entity” (a) no portion of the Indebtedness or any other obligations (contingent or
otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness)) pursuant to Standard Securitization Undertakings,
(ii) is recourse to or obligates the Company or any other Subsidiary of the Company in any way (other than pursuant to Standard Securitization Undertakings) or (iii) subjects any property or asset of the Company or any other Subsidiary of
the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any of its Subsidiaries has any contract,
agreement, arrangement or understanding (other than pursuant to the Permitted Receivables Facility Documents (including with respect to fees payable in the ordinary course of business in connection with the servicing of accounts receivable and
related assets)) on terms less favorable to the Company or such Subsidiary than those that might be obtained at the time from persons that are not Affiliates of the Company, and (c) to which neither the Company nor any other Subsidiary of the
Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation shall be evidenced to the Administrative Agent by filing with the
Administrative Agent an officer’s certificate of the Company certifying that, to the best of such officer’s knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions. 

“Receivables Sellers” shall mean the Company and those Subsidiary Guarantors that are from time to time party to the
Permitted Receivables Facility Documents. 
 “Register” has the meaning set forth in Section 9.04.

  

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 “Related Parties” means, with respect to any specified Person, such
Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 

“Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing
more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time. 
 “Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any option, warrant or other right to acquire any such Equity
Interests in the Company. 
 “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum
of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time. 

“Revolving Loan” means a Loan made pursuant to Section 2.03. 

“S&P” means Standard & Poor’s. 

“SEC” means the United States Securities and Exchange Commission. 

“Standard Securitization Undertakings” shall mean representations, warranties, covenants and indemnities entered into by
the Company or any Subsidiary thereof in connection with the Permitted Receivables Facility which are reasonably customary in an accounts receivable financing transaction. 

“Statutory Reserve Rate” means, with respect to any currency, a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other
requirements) established by any central bank, monetary authority, the Board, the Financial Services Authority, the European Central Bank or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in
such currency, expressed in the case of each such requirement as a decimal. Such reserve, liquid asset, fees or similar requirements shall, in the case of US Dollar denominated Loans, include those imposed pursuant to Regulation D of the Board.
Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset, fee or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under any applicable
law, rule or regulation, including Regulation D of the Board. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement. 

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited
liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with
GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held. 
  

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 “Subsidiary” means any subsidiary of the Company. 

“Subsidiary Guarantor” means each Material Subsidiary (other than Affected Foreign Subsidiaries and H.B. Fuller
Automotive Company) that is party to the Subsidiary Guaranty. The Subsidiary Guarantors on the Effective Date are identified as such in Schedule 3.01 hereto. 

“Subsidiary Guaranty” means that certain Guaranty dated as of the Effective Date in the form of Exhibit F (including any
and all supplements thereto) and executed by each Subsidiary Guarantor, and, in the case of any guaranty by a Foreign Subsidiary, any other guaranty agreements as are requested by the Administrative Agent and its counsel, in each case as amended,
restated, supplemented or otherwise modified from time to time. 
 “Substantial Portion” means, with respect to
the property of the Company and its Subsidiaries, such property which represents more than 25% of Consolidated Total Assets as would be shown in the consolidated financial statements of the Company and its Subsidiaries for the most recent fiscal
quarter ended at least 30 days prior to the date when such determination is made. 
 “Swap Agreement” means any
agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement. 

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time.
The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time. 

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder. 

“Swingline Loan” means a Loan made pursuant to Section 2.05. 

“Syndication Agent” means Citibank, N.A. in its capacity as syndication agent for the credit facility evidenced by this
Agreement. 
 “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges
or withholdings imposed by any Governmental Authority. 
 “Transactions” means the execution, delivery and
performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the
Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
  

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 SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may
be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”). 

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights. 
 SECTION 1.04. Accounting Terms; GAAP. Except as
otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that
the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the
basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all
terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 825-10-25
(previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the
Company or any Subsidiary at “fair value”, as defined therein. 
 ARTICLE II 

The Credits 

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the
Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding the Dollar Amount of such Lender’s
Commitment or (b) subject to Section 2.04, the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Revolving Loans. 
  

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 SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve
any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made in
accordance with the procedures set forth in Section 2.05. 
 (b) Subject to Section 2.14, each Revolving Borrowing
shall be comprised entirely of ABR Loans or Eurocurrency Loans as the relevant Borrower may request in accordance herewith; provided that each ABR Loan shall only be made in Dollars. Each Swingline Loan shall be an ABR Loan (in the case of a
Swingline Loan denominated in Dollars to the Company) or a Eurocurrency Swingline Loan. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that
any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement. 

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $3,000,000 (or the Equivalent Amount of each such amount if such Borrowing is denominated in a Foreign Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate
Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $500,000 and not less than $500,000 (or the
Equivalent Amount of each such amount if such Borrowing is denominated in a Foreign Currency). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of
ten (10) Eurocurrency Revolving Borrowings outstanding. 
 (d) Notwithstanding any other provision of this Agreement, no
Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 

SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the applicable Borrower, or the Company on
behalf of the applicable Borrower, shall notify the Administrative Agent of such request (a) by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or
the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days (in the case of a
Eurocurrency Borrowing denominated in Dollars to the Company) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf) not later than
four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency or a Eurocurrency Borrowing to a Foreign Subsidiary Borrower), in each case before the date of the proposed Borrowing or (b) by telephone in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an
LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a 
  

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form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.02: 
 (i) the aggregate amount of the
requested Borrowing; 
 (ii) the date of such Borrowing, which shall be a Business Day; 

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; 

(iv) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest Period”; and 
 (v) the
location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. 

If no election as to the Type of Revolving Borrowing is specified, then, in the case of a Borrowing denominated in Dollars to the Company, the requested
Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing. 
 SECTION 2.04. Determination of Dollar Amounts. The Administrative Agent will determine the Dollar Amount
of: 
 (a) each Eurocurrency Borrowing as of the date three Business Days prior to the date of such Borrowing or, if applicable,
date of conversion/continuation of any Advance as a Eurocurrency Advance, 
 (b) the LC Exposure as of the date of each request
for the issuance, amendment, renewal or extension of any Letter of Credit, and 
 (c) all outstanding Credit Events on and as of
the last Business Day of each calendar quarter and, during the continuation of an Event of Default, on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders. 

Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is
herein described as a “Computation Date” with respect to each Credit Event for which a Dollar Amount is determined on or as of such day. 

SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans in Agreed Currencies to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal Dollar Amount of outstanding
Swingline Loans exceeding $15,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans. 

 

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 (b) To request a Swingline Loan, the applicable Borrower, or the Company on behalf of the
applicable Borrower, shall notify the Administrative Agent of such request (i) by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan in Dollars and (ii) by irrevocable
written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request),
not later than 12:00 noon, Local Time, two (2) Business Days before the day of a proposed Swingline Loan in a Foreign Currency. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day),
currency, Interest Period (in the case of a Eurocurrency Swingline Loan) and amount of the requested Swingline Loan and the account to which the proceeds of such Swingline Loan are to be credited. The Administrative Agent will promptly advise the
Swingline Lender of any such notice received from the Company or any other applicable Borrower. The Swingline Lender shall make each Swingline Loan available to the relevant Borrower by means of a credit to an account of such Borrower (as designated
by such Borrower in such notice) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan. 
 (c) The Swingline
Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding, in
which case any such Swingline Loans denominated in a Foreign Currency shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Swingline Loan. Such notice shall specify the aggregate Dollar Amount of Swingline Loans
in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay in Dollars to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of the Dollar Amount of
such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline
Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company (or other
party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so
remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a Swingline Loan pursuant
to this paragraph shall not relieve the Company of any default in the payment thereof. 
 SECTION 2.06. Letters of
Credit. (a) General. Subject to the terms and conditions set forth herein, the Company may request the issuance of Letters of Credit denominated in Agreed Currencies for its own account, in a form reasonably acceptable to the
Administrative Agent and the 
  

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Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the Company to, or entered into by the Company with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control; provided,
however, if the Issuing Bank is requested to issue Letters of Credit with respect to a jurisdiction the Issuing Bank deems, in its reasonable judgment, may at any time subject it to a New Money Credit Event or a Country Risk Event, the Company
shall, at the request of the Issuing Bank, guaranty and indemnify the Issuing Bank against any and all costs, liabilities and losses resulting from such New Money Credit Event or Country Risk Event, in each case in a form and substance reasonably
satisfactory to the Issuing Bank. The letters of credit identified on Schedule 2.06 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan
Documents. 
 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a
Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank)
to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount
of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing
Bank, the Company also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Dollar Amount of the LC Exposure shall
not exceed $35,000,000 and (ii) subject to Section 2.04, the total Revolving Credit Exposures shall not exceed the Aggregate Commitment. 

(c) Expiration Date. Each Letter of Credit shall have a stated expiry date that is no later than the close of business on the
earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after the then-current expiration date of such Letter of Credit) and (ii) the date that
is five Business Days prior to the Maturity Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a
participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Company on the date
due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Company for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 
  

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 (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Company shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement (or if the
Issuing Bank shall so elect in its sole discretion by notice to the Company, in such other Agreed Currency which was paid by the Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement) not later than 12:00 noon,
Local Time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by the Company prior to such time on
such date, then not later than 12:00 noon, Local Time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., Local Time, on the day of receipt, or (ii) the Business Day immediately
following the day that the Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Company may, subject to the conditions
to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent Dollar Amount of such LC Disbursement and, to the extent so
financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Company fails to make such payment when due, the Administrative Agent shall notify each
Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Company, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their
interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan
and shall not relieve the Company of its obligation to reimburse such LC Disbursement. If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Bank
or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Company shall, at its option, either (x) pay the amount of any such tax requested
by the Administrative Agent, the Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable exchange rates, on
the date such LC Disbursement is made, of such LC Disbursement. 
 (f) Obligations Absolute. The Company’s
obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply strictly with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or
equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility
by reason of or 
  

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in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any
error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Company to the
extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by the Company that are caused by the Issuing Bank’s failure to
exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that such standard of care shall be as follows, and that such Issuing Bank shall
be deemed to have exercised such standard of care in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as determined by a court of competent jurisdiction by final and nonappealable judgment): with respect to
documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank (i) may accept documents that appear on their face to be in substantial compliance with the terms of such
Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms
of such Letter of Credit, and (ii) shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit. 

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Company by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will
make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

 (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Company shall reimburse
such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans (or in the case such LC Disbursement is denominated in a Foreign Currency, at the Overnight Foreign Currency Rate for such Agreed Currency plus the then effective
Applicable Rate with respect to Eurocurrency Revolving Loans); provided that, if the Company fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for
the account of such Lender to the extent of such payment. 
 (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the
time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed
to refer to such successor 
  

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or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit. 
 (j) Cash Collateralization. If any Event of Default shall occur and be continuing and the Company
receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Company shall, within three (3) Business Days after receipt by the Company of such notice, deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters
of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the
obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the
Company described in clause (h) or (i) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable exchange rates of the Administrative Agent on the date notice demanding
cash collateralization is delivered to the Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest or profits earned on the investment of
such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on
such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall
be held for the satisfaction of the reimbursement obligations of the Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50%
of the total LC Exposure), be applied to satisfy other obligations of the Company under this Agreement. If the Company is required to provide an amount of cash collateral hereunder, such amount and all interest and profits thereon (to the extent not
applied as aforesaid) shall be returned to the Company (A) if provided as a result of the occurrence of an Event of Default, within three Business Days after all Events of Default have been cured or waived, and (B) if provided pursuant to
Section 2.11(b), within three Business Days after cover for LC Disbursements pursuant to Section 2.11(b) is no longer necessary to eliminate the excess referred to therein. 

(k) Conversion. In the event that the Loans become immediately due and payable on any date pursuant to Article VII, all amounts
(i) that the Company is at the time or thereafter becomes required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements made under any Foreign Currency Letter of Credit (other than amounts in respect of which
the Company has deposited cash collateral pursuant to paragraph (j) above, if such cash collateral was deposited in the applicable Foreign Currency to the extent so deposited or applied), (ii) that the Lenders are at the time or thereafter
become required to pay to the Administrative Agent and the Administrative Agent is at the time or thereafter becomes required to distribute to the Issuing Bank pursuant to paragraph (e) of this Section in respect of unreimbursed LC
Disbursements made under any Foreign Currency Letter of Credit and (iii) of each Lender’s participation in any Foreign Currency Letter of Credit under which an LC Disbursement 

 

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has been made shall, automatically and with no further action required, be converted into the Dollar Amount, calculated using the Administrative Agent’s currency exchange rates on such date
(or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, the Issuing Bank or any Lender in
respect of the obligations described in this paragraph shall accrue and be payable in Dollars at the rates otherwise applicable hereunder. 

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds (i) in the case of Loans denominated in Dollars to the Company, by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders and (ii) in the case of each Loan denominated in a Foreign Currency or to a Foreign Subsidiary Borrower, by 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for
such currency and Borrower and at such Eurocurrency Payment Office for such currency and Borrower; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the
relevant Borrower by promptly crediting the amounts so received, in like funds, to an account of such Borrower designated by such Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank. 

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and
may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable
Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding
the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated in a currency other than Dollars) or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans. If such Lender
pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. 

SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to
Swingline Borrowings, which may not be converted or continued. 
 (b) To make an election pursuant to this Section, a Borrower,
or the Company on its behalf, shall notify the Administrative Agent of such election (by telephone or irrevocable written notice in the case of a Borrowing denominated in Dollars or by irrevocable written notice (via an Interest

  

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Election Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf) in the case of a Borrowing denominated in a Foreign Currency by the time
that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the relevant Borrower,
or the Company on its behalf. Notwithstanding any contrary provision herein, this Section shall not be construed to permit any Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that
does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made. 

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

 (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected
with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting
Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election Request, which
shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing; and 
 (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and Agreed
Currency to be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”. 

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be
deemed to have selected an Interest Period of one month’s duration. 
 (d) Promptly following receipt of an Interest
Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 

(e) If the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency
Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period (i) in the case of a Borrowing denominated in Dollars borrowed by the
Company, such Borrowing shall be converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Foreign Currency (or in Dollars by a Foreign Subsidiary Borrower) in respect of which the applicable Borrower shall have failed
to deliver an Interest Election Request prior to the third
(3rd) Business Day preceding the end of such Interest
Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest Period of one month unless such Eurocurrency Borrowing is or was repaid in accordance with Section 2.11.
Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing
(i) no outstanding Revolving Borrowing borrowed by the Company may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Revolving Borrowing borrowed by the Company shall be converted

  

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to an ABR Borrowing (and any such Eurocurrency Revolving Borrowing in a Foreign Currency shall be redenominated in Dollars at the time of such conversion) at the end of the Interest Period
applicable thereto and (iii) unless repaid, each Eurocurrency Revolving Borrowing by a Foreign Subsidiary Borrower shall automatically be continued as a Eurocurrency Borrowing with an Interest Period of one month. 

SECTION 2.09. Termination and Reduction of Commitments; Termination of Facility. (a) Unless previously terminated, the
Commitments shall terminate on the Maturity Date. 
 (b) The Company may at any time terminate, or from time to time reduce, the
Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Company shall not terminate or reduce the Commitments if,
after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Revolving Credit Exposures would exceed the Aggregate Commitment. 

(c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise
the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. Any such termination of the Commitments specifying termination
of this Agreement shall be (i) accompanied by (A) the payment in full of all outstanding Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit (or the cash collateralization
thereof), (B) the payment in full in cash of all reimbursable expenses and other Obligations (other than contingent indemnity obligations), and (C) with respect to any Eurocurrency Loans prepaid, payment of the amounts due under
Section 2.16, if any and (ii) effected pursuant to a payoff letter in form and substance reasonably satisfactory to the Company and the Administrative Agent. 

SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay (i) to the
Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date in the currency of such Loan and (ii) in the case of the Company, to the Swingline Lender the
then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after such
Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Company shall repay all Swingline Loans then outstanding. 

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class,
Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any
sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
  

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 (d) The entries made in the accounts maintained pursuant to paragraph (b) or
(c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement. 

(e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its registered assigns). 
 SECTION 2.11. Prepayment of
Loans. 
 (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m., Local Time, three Business Days before the
date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not
later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice
of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount
that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16. 

(b) If at any time, (i) other than as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar
Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment and
(ii) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (as so calculated) exceeds 5% of the Aggregate Commitment, the Borrowers shall
immediately repay Borrowings and, if no Borrowings are then outstanding, cash collateralize LC Disbursements in an account with the Administrative Agent pursuant to Section 2.05(j), in an aggregate principal amount sufficient to eliminate any
such excess. 
  

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 SECTION 2.12. Fees. (a) The Company agrees to pay to the Administrative Agent
for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily Dollar Amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding
the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily Dollar Amount of such
Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on
which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

 (b) The Company agrees to pay (i) to the Administrative Agent for the account of each Lender a
participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates
and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination
of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or
extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be
payable on the third (3rd) Business Day following
such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (c)
The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. 

(d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section) and
immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any
circumstances. 
 SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan
denominated in Dollars) shall bear interest at the Alternate Base Rate plus the Applicable Rate . Each Swingline Loan denominated in a currency other than Dollars shall bear interest at a rate agreed upon between the Company and the Swingline
Lender. 
  

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 (b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. 
 (c) Notwithstanding the
foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of overdue principal and interest of any Loan, 2% plus the rate otherwise applicable thereto as provided in the preceding paragraphs of this Section or (ii) in
the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. 

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving
Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion
of any Eurocurrency Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference to
the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Pounds Sterling shall be computed
on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error. 
 SECTION 2.14. Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing: 
 (a)
the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

 (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate,
as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; 

then the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period applicable thereto, (ii) any
Eurocurrency Borrowing by a Foreign Subsidiary Borrower that is requested to be continued shall be repaid on the last day of the then current Interest Period applicable thereto and (iii) if any Borrowing Request by the Company requests a
Eurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if any Borrowing Request requests a Eurocurrency Revolving Borrowing by a Foreign Subsidiary Borrower or denominated in a Foreign Currency, such
Borrowing Request shall be ineffective); provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. 

 

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 SECTION 2.15. Increased Costs. (a) If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or 

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense
affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of
the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan or of maintaining its obligation to make any such Loan (including, without limitation, pursuant to any conversion of any Borrowing denominated
in an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (including, without limitation, pursuant to
any conversion of any Borrowing denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder, whether of
principal, interest or otherwise (including, without limitation, pursuant to any conversion of any Borrowing denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency), then the applicable Borrower will pay to such
Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time
to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
for any such reduction suffered. 
 (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The
Company shall pay, or cause the other Borrowers to pay, such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more 
  

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than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above
shall be extended to include the period of retroactive effect thereof. 
 SECTION 2.16. Break Funding Payments. In the
event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to
Section 2.11), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Company pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost
or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period
that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such
period, for deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 

SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of each Borrower hereunder shall be made
free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

 (b) In addition, each Borrower shall pay any Other Taxes related to such Borrower and imposed on or incurred by the
Administrative Agent, a Lender or the Issuing Bank to the relevant Governmental Authority in accordance with applicable law. 

(c) Without duplication of the obligations of each Borrower pursuant to Section 2.17(a) or (b), each Borrower shall indemnify the
Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of such Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and
reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed 

 

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or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or the Issuing Bank, or by the Administrative
Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. 
 (d) As soon
as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a
Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or reasonably requested by such Borrower as will permit such payments to be made without withholding or at a reduced rate. 

(f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes
as to which it has been indemnified by the Borrowers or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by such Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that such Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.
This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other Person. 

(g) If the Administrative Agent or any Lender is entitled to an exemption from or reduction in the rate of the imposition, deduction or
withholding of any Indemnified Tax or Other Tax under the laws of the jurisdiction in which any Foreign Subsidiary Borrower is organized or engaged in business, or any treaty to which such jurisdiction is a party, with respect to payments by such
Foreign Subsidiary Borrower under this Agreement or any other Loan Document, then the Administrative Agent or such Lender (as the case may be) shall, at the request of the Company, deliver to such Foreign Subsidiary Borrower or the relevant
Governmental Authority, in the manner and at the time or times prescribed by applicable law or as reasonably requested by the Company (such request to be at least 60 days prior to the due date required for submission thereof), such properly
completed and executed documentation prescribed by applicable law or reasonably requested by the Company (and in form and substance reasonably acceptable to the Administrative Agent or such Lender (as applicable)) as will permit such payments to be
made without the imposition, deduction or withholding of such Indemnified Tax or Other Tax or at a reduced rate, provided that the Administrative Agent or such Lender is legally entitled to complete, execute and deliver such documentation and in its
reasonable judgment such completion, execution or submission would not materially prejudice its commercial or legal position or require disclosure of information it considers confidential or proprietary. 

 

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 SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

 (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars by the Company, 12:00 noon, New York City time and (ii) in the case
of payments denominated in a Foreign Currency or by a Foreign Subsidiary Borrower, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its
offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Borrowing denominated in a Foreign Currency or to a Foreign Subsidiary Borrower, the Administrative Agent’s Eurocurrency Payment Office, except payments to be
made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this
Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made
(the “Original Currency”) no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in
such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of
any such currency control or exchange regulations. 
 (b) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. 
 (c) If any
Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a

  

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Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than
to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the
amount of such participation. 
 (d) Unless the Administrative Agent shall have received notice from the relevant Borrower prior
to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of
the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation. 
 (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under
Section 2.15, or (ii) if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting Lender,
then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being
assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the 
  

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extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. 

SECTION 2.20. Increase of Commitments. At any time, but not more than four (4) times during the term of this Agreement, the
Company may request that the Aggregate Commitment be increased; provided that (i) the Aggregate Commitment shall at no time exceed $275,000,000 and (ii) such request shall be in a minimum amount of $25,000,000. Such request shall be
made in a written notice given to the Administrative Agent and the Lenders by the Company not less than ten (10) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”)
shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. The Company may notify the Administrative Agent of any financial institution that shall have agreed to become a
“Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably
withheld or delayed). The Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s Commitment (the
“Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions
precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material
respects as though made on such date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders) and no event
shall have occurred and then be continuing which constitutes a Default or Event of Default, (B) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support
of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrowers shall have provided to the Administrative Agent
supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required
under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase, (E) no Proposed New Lender shall be the Company or any Affiliate of the Company and (F) the Administrative Agent shall have
administered the reallocation of the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase. The Company hereby agrees to compensate each Lender for
all losses, expenses and liabilities incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions
precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is
supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a
commitment on the part of any Lender to increase its Commitment at any time. 
 SECTION 2.21. Market Disruption.
Notwithstanding the satisfaction of all conditions referred to in Article II and Article IV with respect to any Credit Event to be effected in any Foreign 

 

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Currency, if (a) there shall occur on or prior to the date of such Credit Event any change in national or international financial, political or economic conditions or currency exchange rates
or exchange controls which would in the reasonable opinion of the Administrative Agent, the Issuing Bank (if such Credit Event is a Letter of Credit) or the Required Lenders make it impracticable for the Eurocurrency Borrowings or Letters of Credit
comprising such Credit Event to be denominated in the Agreed Currency specified by the applicable Borrower or (b) an Equivalent Amount of such currency is not readily calculable, then the Administrative Agent shall forthwith give notice thereof
to such Borrower, the Lenders and, if such Credit Event is a Letter of Credit, the Issuing Bank, and such Credit Events shall not be denominated in such Agreed Currency but shall, except as otherwise set forth in Section 2.07, be made on the
date of such Credit Event in Dollars, (i) if such Credit Event is a Borrowing, in an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related Credit Event Request or Interest Election
Request, as the case may be, as ABR Loans, unless such Borrower notifies the Administrative Agent at least one Business Day before such date that (A) it elects not to borrow on such date or (B) it elects to borrow on such date in a
different Agreed Currency, as the case may be, in which the denomination of such Loans would in the reasonable opinion of the Administrative Agent and the Required Lenders be practicable and in an aggregate principal amount equal to the Dollar
Amount of the aggregate principal amount specified in the related Credit Event Request or Interest Election Request, as the case may be or (ii) if such Credit Event is a Letter of Credit, in a face amount equal to the Dollar Amount of the face
amount specified in the related request or application for such Letter of Credit, unless such Borrower notifies the Administrative Agent at least one Business Day before such date that (A) it elects not to request the issuance of such Letter of
Credit on such date or (B) it elects to have such Letter of Credit issued on such date in a different Agreed Currency, as the case may be, in which the denomination of such Letter of Credit would in the reasonable opinion of the Issuing Bank,
the Administrative Agent and the Required Lenders be practicable and in face amount equal to the Dollar Amount of the face amount specified in the related request or application for such Letter of Credit, as the case may be. 

SECTION 2.22. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from
any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding
that on which final, non-appealable judgment is given. The obligations of each Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified
currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as
the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the
Administrative Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the
Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency
and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such
excess to such Borrower. 
 SECTION 2.23. Designation of Foreign Subsidiary Borrowers. The Company may at any time and
from time to time designate any Eligible Foreign Subsidiary as a Foreign Subsidiary 
  

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Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth
in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower and a party to this Agreement until the Company shall have executed and delivered to the
Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing
Subsidiary Termination will become effective as to any Foreign Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination
shall be effective to terminate the right of such Foreign Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy
thereof to each Lender. 
 SECTION 2.24. Termination of Commitments under Existing Credit Agreement. Each of the Lenders
that is also a party to the Existing Credit Agreement hereby agrees that, as of the Effective Date, all of the commitments to extend credit under the Existing Credit Agreement are terminated automatically and of no further force or effect and any
and all conditions precedent or required notice periods in connection with such termination are hereby waived and of no further force and effect. 

SECTION 2.25. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) fees
shall cease to accrue on the daily Dollar Amount on the Commitment of such Defaulting Lender pursuant to Section 2.12(a); 

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or
the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or
each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender; 

(c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then: 

(i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders in
accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the
total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 4.02 are satisfied at such time; 

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall
within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any
partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding; 
  


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 (iii) if the Company cash collateralizes any portion of such Defaulting
Lender’s LC Exposure pursuant to Section 2.25(c), the Company shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such
Defaulting Lender’s LC Exposure is cash collateralized; 
 (iv) if the LC Exposure of the non-Defaulting
Lenders is reallocated pursuant to Section 2.25(c), then the fees payable to the Lenders pursuant to Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; or 

(v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to
Section 2.25(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such
Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC
Exposure is cash collateralized and/or reallocated; and 
 (d) so long as any Lender is a Defaulting Lender, the Swingline
Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Company in accordance with Section 2.25(c), and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated
among non-Defaulting Lenders in a manner consistent with Section 2.25(c)(i) (and Defaulting Lenders shall not participate therein). 
 In
the event that the Administrative Agent, the Company, the Issuing Bank and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure
and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative
Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. 

ARTICLE III 

Representations and Warranties 

Each Borrower represents and warrants to the Lenders that: 

SECTION 3.01. Organization; Powers; Subsidiaries. Each of the Company and its Subsidiaries is duly organized, validly existing and
in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent such concept is applicable) in, every jurisdiction
where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies (a) each Subsidiary, if such Subsidiary is a Material Subsidiary, the jurisdiction of its incorporation or organization, as the case may
be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as
required by law), a description of 
  

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each class issued and outstanding, and (b) each Existing Joint Venture. All of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and
outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company or any Subsidiary free and
clear of all Liens. Except as indicated on Schedule 3.01, there are no outstanding commitments or other obligations of the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class
of capital stock or other equity interests of the Company or any Subsidiary, other than (i) pursuant to employee or director stock option plans of the Company and its Subsidiaries, and (ii) rights of participants in any Existing Joint
Venture to acquire additional capital stock or other equity interests in such joint venture. 
 SECTION 3.02. Authorization;
Enforceability. The Transactions are within each Borrower’s corporate, limited liability company or other like powers and have been duly authorized by all necessary corporate, limited liability company or other like action and, if required,
by all necessary shareholder, member, partner or other like action. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Each
Borrowing Subsidiary Agreement has been duly executed and delivered by the Borrower party thereto and constitutes a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate in any material respect any applicable law or regulation or the
charter, by-laws or other organizational documents of the Company or any of its Subsidiaries or any order of any Governmental Authority binding upon the Company or any of its Subsidiaries, (c) will not violate or result in a default under any
material indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any of its Subsidiaries, and (d) will
not result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. 
 SECTION 3.04.
Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year
ended November 28, 2009 reported on by KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended February 27, 2010, certified by a Financial Officer. Such financial
statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. 
 (b) Since
November 28, 2009, there has been no material adverse change in the business, assets, financial condition, results of operations or prospects of the Company and the Subsidiaries taken as a whole. 

 

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 SECTION 3.05. Properties. (a) Each of the Company and its Subsidiaries has good
title to, or valid leasehold interests in, all its real and personal property material to the business of the Company and its Subsidiaries, taken as a whole, except for minor defects in title that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties for their intended purposes. There are no Liens on any of the real or personal properties of the Company or any Subsidiary except for Liens permitted by Section 6.02. 

(b) Each of the Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to the business of the Company and its Subsidiaries, taken as a whole, and the use thereof by the Company and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements
that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 SECTION
3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting the
Company or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. There are no labor controversies pending against or, to the knowledge of the Company, threatened against or affecting the Company or any of its
Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve this Agreement or the Transactions. 

(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability. 

(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. Neither the Company nor any Subsidiary is party or subject to any law, regulation, rule or order, or any obligation under any agreement or instrument,
that has a Material Adverse Effect. 
 SECTION 3.07. Compliance with Laws and Agreements. Each of the Company and its
Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 SECTION 3.08.
Investment Company Status. Neither the Company nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. 

SECTION 3.09. Taxes. Each of the Company and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves in accordance with GAAP, or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 

 

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 SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. 

SECTION 3.11. Disclosure. The Company has disclosed to the Lenders all agreements, instruments and corporate or other restrictions
to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the
other reports, financial statements, certificates or other information furnished by or on behalf of the Company or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 

SECTION 3.12. Federal Reserve Regulations. No part of the proceeds of any Loan have been used or will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. 

SECTION 3.13. No Default. No Default or Event of Default has occurred and is continuing. 

ARTICLE IV 

Conditions 

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): 

(a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto either (A) a
counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a
counterpart of this Agreement and (ii) each initial Subsidiary Guarantor either (A) a counterpart of the Subsidiary Guaranty signed on behalf of such Subsidiary Guarantor or (B) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of the Subsidiary Guaranty) that such Subsidiary Guarantor has signed a counterpart of the Subsidiary Guaranty. 

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Effective Date) of Briggs and Morgan, P.A., counsel for the Loan Parties, substantially in the form of Exhibit B, and covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the
Required Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. 
  

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 (c) The Lenders shall have received (i) reasonably satisfactory audited
consolidated financial statements of the Company for the fiscal years ended November 29, 2008 and November 28, 2009, (ii) reasonably satisfactory unaudited interim consolidated financial statements of the Company for each quarterly
period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) reasonably satisfactory financial statement projections
through and including the Company’s 2013 fiscal year, together with such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a reasonably detailed description of the assumptions used
in preparing such projections). 
 (d) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such
Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit D. 

(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a
Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. 

(f) The Administrative Agent shall have received evidence satisfactory to it that the Existing Credit Agreement shall have
been cancelled and terminated and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Revolving Credit Loans or otherwise permitted to be outstanding pursuant to Section 6.01).

 (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. 

(h) The Company shall have entered into an amendment to the Existing Loan Agreement effecting conforming changes
(excluding pricing) with the terms of this Agreement, in form and substance reasonably satisfactory to the Administrative Agent. 
 The
Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. 

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing
Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 

(a) The representations and warranties of the Borrowers set forth in this Agreement (other than the representation
contained in Section 3.04(b)) shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date), as applicable. 
 (b) At the time of and
immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. 

 

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 (c) No law or regulation shall prohibit, and no order, judgment or decree of
any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or the Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of or participating in the Letter of Credit
requested to be issued, renewed, extended or increased. 
 Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. 

SECTION 4.03. Designation of a Foreign Subsidiary Borrower. The designation of a Foreign Subsidiary Borrower pursuant to
Section 2.23 is subject to the condition precedent that the Company or such proposed Foreign Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent: 

(a) Copies, certified by the Secretary or Assistant Secretary of such Subsidiary, of its Board of Directors’
resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party; 

(b) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary, which shall identify
by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which
certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; 

(c) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and
its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders. 

(d) Any promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the
Administrative Agent, each in such form as the Administrative Agent may reasonably require. 
 ARTICLE V 

Affirmative Covenants 

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Company covenants and agrees with the Lenders that: 

SECTION 5.01. Financial Statements; Ratings Change and Other Information. The Company will furnish to the Administrative Agent for
distribution to each Lender: 
 (a) within 105 days after the end of each fiscal year of the Company (or, if
earlier, no later than five (5) Business Days after the date that the Annual Report on Form 10-K of the 
  

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Company for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form),
its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all
reported on by PricewaterhouseCoopers LLP, KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied; 
 (b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Company (or, if earlier, no later than five (5) Business Days after the date that the Quarterly Report on Form 10-Q of the Company for such fiscal quarter would be required to be filed under the rules and
regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and
for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous
fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; 
 (c)
concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying
the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.03 and 6.09 and (iii) stating whether any material
change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 that applies to the Company or any Subsidiary and, if any such change has occurred, specifying the effect
of such change on the financial statements accompanying such certificate; 
 (d) concurrently with any delivery
of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any
Default with regard to Section 6.09 (which certificate may be limited to the extent required by accounting rules or guidelines); 

(e) promptly (i) after the filing thereof, copies of all periodic and other reports, periodic and other
certifications of the chief executive officer or a Financial Officer of the Company, registration statements and other publicly available materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any
or all of the functions of said Commission, or with any national securities exchange (other than periodic non-material administrative certifications provided to any national securities exchange electronically), and (ii) after the distribution
thereof, copies of all financial statements, reports, proxy statements and other materials distributed by the Company to its shareholders generally; provided that any such documents that are filed or furnished with the SEC via EDGAR or any
successor electronic document submission program shall be deemed to have been provided to the Administrative Agent when so filed or furnished; 
  

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 (f) promptly after Moody’s or S&P shall have announced a change in
the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and 

(g) promptly following any request therefor, such other information regarding the operations, business affairs and
financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. 

All financial statements, certificates (other than the compliance certificates required by clause (c) above) and
other items required to be furnished to the Administrative Agent under Section 5.01 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or
provides a link thereto on the website on the Internet at the Company’s website address; or (ii) on which such documents are available via the EDGAR system (or any successor system) of the SEC on the internet; provided that the
Company shall notify (which notice may be made by facsimile or electronic mail) the Administrative Agent of the posting of any such documents. 

SECTION 5.02. Notices of Material Events. The Company will furnish to the Administrative Agent and each Lender prompt written
notice of the following: 
 (a) the occurrence of any Default; and 

(b) any event or development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

 Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Company
setting forth in reasonable detail the nature of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

SECTION 5.03. Existence; Conduct of Business. The Company will, and will cause each of its Subsidiaries to, do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section 6.03. 
 SECTION 5.04. Payment of
Obligations. The Company will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except
where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and
(c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. 

SECTION 5.05. Maintenance of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to, (a) keep
and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and
against such risks as is consistent with sound business practices. 
  

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 SECTION 5.06. Books and Records; Inspection Rights. The Company will, and will cause
each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Company will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and, during such times when an Event of Default has occurred and is continuing, independent accountants, all at such reasonable times and as often as reasonably requested; provided, that so long as no
Event of Default has occurred and is continuing, the Company and its Subsidiaries shall have no obligation to pay or reimburse the Administrative Agent or any Lender for costs and expenses relating to any such visitation and inspection (other than
one visitation and inspection during any fiscal year). 
 SECTION 5.07. Compliance with Laws. The Company will, and will
cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws), except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 SECTION 5.08. Use of
Proceeds. The proceeds of the Loans will be used only to repay certain existing Indebtedness, finance the working capital needs, and for general corporate purposes, of the Company and its Subsidiaries, including Permitted Acquisitions and the
purchase or redemption of capital stock of the Company as permitted hereunder. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X. 
 SECTION 5.09. Subsidiary Guaranty. As promptly as possible but in any event within
thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Company or the Administrative Agent as, a
Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such
Person and shall cause each such Subsidiary which also qualifies as a Material Subsidiary to deliver to the Administrative Agent the Subsidiary Guaranty pursuant to which such Subsidiary agrees to be bound by the terms and provisions of thereof,
such Subsidiary Guaranty to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 

SECTION 5.10. Most Favored Lender Status. (a) If the Company enters into any amendment or other modification of the Existing
Note Agreements that results in one or more additional or more restrictive Financial Covenants than those contained in this Agreement, then the terms of this Agreement, without any further action on the part of the Company, the Administrative Agent
or any of the Lenders, will unconditionally be deemed on the date of execution of any such amendment or other modification to be automatically amended to include each such additional or more restrictive Financial Covenant, together with all
definitions relating thereto, and any event of default in respect of any such additional or more restrictive covenant(s) so included herein shall be deemed to be an Event of Default under clause (e) of Article VII, subject to all applicable
terms and provisions of this Agreement, including, without limitation, all grace periods, all limitations in application, scope or duration, and all rights and remedies exercisable by the Administrative Agent and the Lenders hereunder. For purposes
of this Section 5.10, “Financial Covenant” means any covenant (or other provision having similar effect) the subject matter of which pertains to measurement of the Company’s financial condition or financial

  

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performance, including a measurement of the Company’s leverage, ability to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component of the
Company’s consolidated financial position or results of operations (however expressed and whether stated as a ratio, a fixed threshold, as an event of default or otherwise). 

(b) If, after the date of execution of any amendment or modification under the Existing Note Agreements that results in the amendment or
deemed amendment of this Agreement as contemplated in Section 5.10(a), the subject Financial Covenant is excluded, terminated, loosened, relaxed, amended or otherwise modified under the Existing Note Agreements, or the Existing Note Agreements
themselves are terminated and not replaced, then such Financial Covenant, without any further action on the part of the Company, the Administrative Agent or any of the Lenders, shall unconditionally be deemed on the date of execution of any such
amendment or modification to be then and thereupon be so excluded, terminated, loosened, relaxed or otherwise amended or modified under this Agreement and subparagraph (e) of Article VII shall be modified accordingly, or if the Existing
Note Agreements themselves are terminated and not replaced, such Financial Covenant shall be deemed on the date of such termination to provide as it would have in the absence of any amendment or deemed amendment of this Agreement as contemplated in
Section 5.10(a); provided that (i) if a Default or Event of Default shall exist at the time any such Financial Covenant is to be so excluded, terminated, loosened, relaxed, amended or modified under this Agreement pursuant to this
Section 5.10(b), the prior written consent thereto of the Required Lenders shall be required as a condition to the exclusion, termination, loosening, relaxation or other amendment or modification of any such Financial Covenant for so long as
such Default or Event of Default continues to exist; (ii) in any and all events, the affirmative and negative covenants and related definitions and Events of Default contained in this Agreement as in effect on the date of this Agreement or as
subsequently amended (other than pursuant to operation of Section 5.10(a)) shall not in any event be deemed or construed to be excluded, terminated, loosened or relaxed by operation of the terms of this Section 5.10(b), and only any such
Financial Covenant included pursuant to Section 5.10(a) shall be so excluded, terminated, loosened, relaxed, amended or otherwise modified pursuant to the terms hereof; and (iii) in no event shall any Financial Covenant as in effect on the
date of this Agreement or as subsequently amended (other than pursuant to operation of Section 5.10(a)) be deemed or construed to be excluded, terminated, loosened or relaxed pursuant to this Section 5.10(b) in a manner that would cause
such Financial Covenant to be excluded, terminated, loosened, relaxed, amended or otherwise made less restrictive than as in effect on the date of this Agreement or as subsequently amended (other than pursuant to operation of Section 5.10(a)).

 ARTICLE VI 

Negative Covenants 

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Company covenants and agrees with the Lenders that: 

SECTION 6.01. Indebtedness. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist
any Indebtedness, except: 
 (a) the Obligations and any other Indebtedness created under the Loan Documents;

 (b) Indebtedness existing on the date hereof under the Existing Note Agreements, the Existing Loan Agreement
or otherwise set forth in Schedule 6.01, and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof; 

 

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 (c) Indebtedness of (i) any Loan Party to any other Loan Party,
(ii) any Subsidiary to any Loan Party and (iii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; 

(d) Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company or
any other Subsidiary; 
 (e) Indebtedness of the Company or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition
thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition
or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $25,000,000 at any time outstanding; 

(f) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Receivables Facilities; provided
that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $200,000,000 at any time outstanding; 

(g) Indebtedness of the Company or any Subsidiary as an account party in respect of trade letters of credit; 

(h) Indebtedness with respect to any surety bonds, performance bonds, customs bonds and other obligations of a like
nature; 
 (i) Indebtedness of an Acquired Entity existing at the time of the related Permitted Acquisition which
was not incurred in contemplation of such Permitted Acquisition, provided that the aggregate principal amount of such Indebtedness permitted by this clause (i) shall not exceed $50,000,000 at any time outstanding; and 

(j) (i) unsecured Indebtedness of the Company, not otherwise permitted by this Section, so long as the Company is in
compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the financial covenants contained in Section 6.09 and (ii) unsecured Indebtedness of the Company’s Subsidiaries not otherwise permitted
by this Section, so long as the aggregate principal amount of such Indebtedness shall not exceed at any time the greater of (x) $100,000,000 and (y) 10% of Consolidated Total Assets at such time. 

SECTION 6.02. Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: 

(a) Permitted Encumbrances; 

(b) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in
Schedule 6.02; provided that (i) such Lien shall not apply to any other 
  

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property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof; 
 (c) any Lien existing on any property
or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary or is merged or consolidated with the Company or any Subsidiary after the date hereof prior to
the time such Person becomes a Subsidiary or is so merged or consolidated; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, merger or consolidation or such Person becoming a Subsidiary, as
the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition, merger or
consolidation or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 

(d) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided
that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition
or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 90% (or 100% in the case of Capital Lease Obligations) of the cost of acquiring, constructing or improving such fixed or capital
assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Subsidiary; 

(e) customary bankers’ Liens and rights of setoff arising by operation of law and incurred on deposits made in the
ordinary course of business; and 
 (f) Liens in connection with or to secure Indebtedness arising under
Permitted Receivables Facilities. 
 Notwithstanding any of the foregoing, in the event that at any time the Company or any Subsidiary provides
a Lien to or for the benefit of any of the holders of the notes under any Existing Note Agreement, then the Company will, and will cause each of its Subsidiaries that has provided any such Lien to concurrently grant to and for the benefit of the
Lenders and the Administrative Agent a similar first priority Lien (subject only to Liens otherwise permitted by this Section 6.02, and ranking pari passu with the Lien provided to or for the benefit of the holders of the notes under
such Existing Note Agreement), over the same assets, property and undertaking of the Company and the Subsidiaries as those encumbered in respect of such Existing Note Agreement, in form and substance reasonably satisfactory to the Administrative
Agent with such security to be the subject of an intercreditor agreement among the Administrative Agent, on behalf of the Lenders, and the holders of notes under such Existing Note Agreement, which shall be reasonably satisfactory in form and
substance to the Administrative Agent. 
 SECTION 6.03. Fundamental Changes. (a) The Company will not, and will not
permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise make any Disposition of its property or the Equity Interests of any of
its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that: 

(i) the Company and its Subsidiaries may purchase and sell inventory in the ordinary course of business; 

 

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 (ii) the Company and its Subsidiaries may enter into and consummate
Permitted Acquisitions; 
 (iii) any Person may merge into the Company in a transaction in which the Company is
the surviving corporation; and 
 (iv) if at the time thereof and immediately after giving effect thereto no
Default shall have occurred and be continuing (A) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as
the surviving entity), (B) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than the Company or a wholly
owned Subsidiary receives any consideration, provided that if any such merger described in this clause (B) shall involve a Loan Party, the surviving entity of such merger shall be a Loan Party, (C) any Subsidiary or Existing Joint Venture
may sell, transfer, lease or otherwise dispose of its assets to a Loan Party or any wholly owned Subsidiary pursuant to a transaction permitted under Section 6.04; 

(v) the Company or any Subsidiary may sell Receivables under Permitted Receivables Facilities (subject to the limitation
that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $200,000,000); 

(vi) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing,
any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04; 

(vii) the Company may sell, transfer or otherwise dispose of (A) excess, damaged, obsolete or worn out assets and
scrap in the ordinary course of business, and (B) other property or assets of the Company and its Subsidiaries provided that (1) at the time thereof and immediately after giving effect to such sale, transfer or other disposition, no
Default shall have occurred and be continuing, (2) such sale, transfer or disposal is for consideration at least 85% of which is cash, and (3) such consideration is at least equal to the fair market value of the assets being sold,
transferred or otherwise disposed of; and 
 (viii) the Company or any Subsidiary may make Dispositions (other
than Dispositions of a type referred to in the foregoing clauses (i) through (vii) above) that, together with all other property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause
(viii) during any fiscal year of the Company, do not constitute a Substantial Portion of the property of the Company and its Subsidiaries. 

(b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. 

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Company will not, and will not permit any of its
Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant
or other 
  

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right to acquire any of the foregoing, but excluding purchases of capital stock or other securities of the Company, and options, warrants or other rights to acquire any such capital stock or
other securities, to the extent permitted under Section 6.06) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase
or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: 

(a) Permitted Investments; 

(b) Receivables owing to the Company or any of its Subsidiaries arising from sales of inventory under usual and customary terms in the
ordinary course of business; 
 (c) advances not to exceed $5,000,000 outstanding at any time to employees of the Company and
its Subsidiaries to meet expenses incurred by such employees in the ordinary course of business; 
 (d) Loans in the ordinary
course of business and generally consistent with past practices, to officers, directors and employees in connection with the granting of stock options or as incentive or bonus compensation; 

(e) (i) investments by the Company or any of its Subsidiaries existing on the date hereof in the capital stock of their respective
Subsidiaries and (ii) investments by the Company or any of its Subsidiaries in the capital stock of its respective Subsidiaries which are Subsidiary Guarantors, whether now existing or hereafter created or established; 

(f) investments, loans and advances from H.B. Fuller Finance (Ireland) to, and other investments of H.B. Fuller Finance (Ireland) in, the
Company, any Subsidiary of the Company, any Existing Joint Venture or any other Person to the extent existing on the date hereof and set forth in Schedule 6.04, and extensions, renewals and replacements of any such investments, loans or advances
with investments, loans or advances of a similar type that do not increase the outstanding principal amount thereof; 
 (g)
investments, loans or advances made by the Company to any Subsidiary and made by any Subsidiary to the Company or any other Subsidiary (provided that not more than $25,000,000 in investments, loans, advances or capital contributions may be made and
remain outstanding, during the term of this Agreement, by any Loan Party to a Person which is not a Loan Party). 
 (h)
Guarantees constituting Indebtedness permitted by Section 6.01; 
 (i) Permitted Acquisitions; 

(j) Existing Joint Ventures; and 

(k) any other investment, loan or advance (other than acquisitions) so long as the aggregate amount of all such investments does not
exceed $75,000,000 during the term of this Agreement. 
 SECTION 6.05. Swap Agreements. The Company will not, and will
not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Company or any Subsidiary has actual exposure (other than those in respect of Equity Interests
of the Company or any of its Subsidiaries), and (b) Swap Agreements entered into in 
  

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order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing
liability or investment of the Company or any Subsidiary. 
 SECTION 6.06. Restricted Payments. The Company will not, and
will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Company may declare and pay dividends with respect to its Equity Interests payable solely in
additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Company may make Restricted Payments pursuant to and in accordance with stock option plans or
other benefit plans for management, employees or directors of the Company and its Subsidiaries and (d) the Company may make any other Restricted Payment so long as no Default or Event of Default has occurred and is continuing prior to making
such Restricted Payment or would arise after giving effect thereto. 
 SECTION 6.07. Transactions with Affiliates. The
Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with,
any of its Affiliates, except (a) transactions at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions
between or among the Company and its wholly owned Subsidiaries not involving any other Affiliate, (c) transactions permitted under Section 6.04 with Existing Joint Ventures consisting of cash equity contributions by the Company and its
Subsidiaries, or any one or more of them, and (d) any Restricted Payment permitted by Section 6.06. 
 SECTION 6.08.
Restrictive Agreements. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition
upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any material portion of the property or assets of the Company and its Domestic Subsidiaries, taken as a whole, or (b) the ability of
any Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or by the Existing Loan Agreement or by any Existing Note Agreement or by any financings from time to time permitted by
Section 6.01(j) (such financings permitted by Section 6.01(j), the “Permitted Financings”) so long as, in the case of Permitted Financings, such prohibition, restriction or condition is customary for the Indebtedness under
the Permitted Financings, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any amendment or modification expanding the scope of, any such restriction
or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or the sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) the foregoing shall not apply to customary provisions in leases and other contracts restricting the
assignment thereof. 
 SECTION 6.09. Financial Covenants. 

(a) Minimum Interest Coverage Ratio. The Company will not permit the ratio, determined as of the end of each of its fiscal quarters
ending on and after February 27, 2010 for the period 
  

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of 4 consecutive fiscal quarters ending with the end of such fiscal quarter, of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense, all calculated for the Company and its
Subsidiaries on a consolidated basis, to be less than 2.5 to 1.0. 
 (b) Maximum Leverage Ratio. The Company will not
permit the ratio, determined as of the end of each of its fiscal quarters ending on and after February 27, 2010, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of 4 consecutive fiscal quarters ending
with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than 3.5 to 1.0. 

ARTICLE VII 

Events of Default 

If any of the following events (“Events of Default”) shall occur: 

(a) any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 

(b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; 

(c) any representation or warranty made or deemed made by or on behalf of any Borrower or any Subsidiary in or in connection with this
Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan
Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made; 

(d) (i) the Company shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with
respect to any Borrower’s existence), 5.08 or 5.09 or in Article VI or (ii) any Loan Document shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void, or the Company or any Subsidiary
takes any action for the purpose of terminating, repudiating or rescinding any Loan Document or any of its obligations thereunder; 

(e) any Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (including any Financial Covenant incorporated pursuant to Section 5.10) (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such failure shall continue
unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Company (which notice will be given at the request of any Lender); 

(f) the Company or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable; 
  

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 (g) any event or condition occurs that results in any Material Indebtedness becoming due
prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property or assets securing such Indebtedness; 
 (h) an involuntary proceeding shall
be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Subsidiary or for a substantial part
of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; 

(i) the Company or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Subsidiary or for a
substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing; 
 (j) the Company or any Subsidiary shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due; 
 (k) one or more judgments for the payment of money in an
aggregate amount in excess of $15,000,000 shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Subsidiary to enforce any such judgment; 

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in a Material Adverse Effect; or 
 (m) a Change in Control shall occur;

 then, and in every such event (other than an event with respect to the Company described in clause (h) or (i) of this Article), and
at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder and
under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby 

 

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waived by the Borrowers; and in case of any event with respect to any Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrowers. 
 ARTICLE VIII 

The Administrative Agent 

Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the
Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and
powers as are reasonably incidental thereto. 
 The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of
business with Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. 
 The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its
Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by 
  

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it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Company),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent. 
 Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with the
written consent of the Company, which consent shall not be unreasonably withheld or delayed; provided, that no such consent of the Company shall be required if an Event of Default shall have occurred and be continuing on the date of such
appointment. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while it was acting as Administrative Agent. 
 Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. 

None of the Lenders, if any, identified in this Agreement as a Syndication Agent or Co-Documentation Agent shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender.
Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as Syndication Agent or Co-Documentation Agents, as applicable, as it makes with respect to the Administrative Agent in the
preceding paragraph. 
  

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 ARTICLE IX 

Miscellaneous 

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows: 
 (i) if to any Borrower, to it c/o H.B. Fuller Company, 1200 Willow Lake Boulevard, St.
Paul, Minnesota 55110, Attention of Cheryl Reinitz (Telecopy No. (651) 236-5724); 
 (ii) if to the
Administrative Agent, (A) in the case of Dollar-denominated Borrowings, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 10 South Dearborn, Chicago, Illinois 60603, Attention of Nanette Wilson (Telecopy No. (312) 385-7096) and
(B) in the case of Borrowings denominated in another currency, to JPMorgan Chase Bank, N.A., London and Agency Services Group, 125 London Wall, Floor 9, London EC2Y 5AJ, United Kingdom, Attention of Mark Satchel (Telecopy No. (+44 207)
777-2360), and in each case with a copy to JPMorgan Chase Bank, N.A., 10 South Dearborn, Chicago, Illinois, Attention of Michael Kelly (Telecopy No. (312) 325-3239); 

(iii) if to the Issuing Bank, to it at JPMorgan Chase Bank, N.A., Global Trade Services, 300 South Riverside Plaza,
Chicago, Illinois 60606, Attention of Victorio De Guzman (Telecopy No. (312) 954-2457); 
 (iv) if to the
Swingline Lender, to it at JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 10 South Dearborn, Chicago, Illinois 60603, Attention of Nanette Wilson (Telecopy No. (312) 385-7096); and 

(v) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the
Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications. In furtherance of the foregoing, the Company may provide documents to the Administrative Agent by e-mail (including in .pdf format) at such e-mail address as the Administrative Agent may from time to time specify by notice to the
Company made in accordance with the requirements of Section 9.01(a). 
 (c) Any party hereto may change its address or
telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt. 
 SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right

  

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or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent,
any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 
 (b) Neither this Agreement nor
any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required
Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon,
or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change
Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender
or (vi) release the Company or all or substantially all of the Subsidiary Guarantors from, its obligations under Article X or the Subsidiary Guaranty, as applicable, without the written consent of each Lender; provided further
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or
the Swingline Lender, as the case may be. 
 SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Company shall
pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the
credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with
the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 
 (b) The Company shall
indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, 
  

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liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. 

(c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. 

(d) To the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 

(e) All amounts due under this Section shall be payable not later than 15 days after written demand therefor. 

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 

(A) the Company, provided that no consent of the Company shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and 
  

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 (B) the Administrative Agent, provided that no consent of the
Administrative Agent shall be required for an assignment from a Lender to an Affiliate, or an Approved Fund, of such Lender. 

(ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of
the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required
if an Event of Default has occurred and is continuing; 
 (B) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s
rights and obligations in respect of one Class of Commitments or Loans; 
 (C) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; 

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;
and 
 (E) the assignee shall not be the Company or an Affiliate of the Company. 

For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning: 

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender. 
 (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of
a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering 
  

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all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with paragraph (c) of this Section. 
 (iv) The Administrative Agent, acting
for this purpose as an agent of each Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and
principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent,
the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Company, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to
make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein
in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph. 
 (c) (i) Any Lender may, without the consent of the Company, the Administrative Agent, the Issuing Bank or the
Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and
the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and
(C) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such
Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender. 
 (ii) A Participant shall not be entitled to receive any greater payment
under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with

  

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the Company’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Company is
notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 2.17(e) as though it were a Lender. 

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery
of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender
may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16,
2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. 
 SECTION 9.06.
Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof
and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 SECTION 9.08. Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or 
  

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demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any
Borrower against any of and all the obligations of such Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance
with and governed by the law of the State of New York. 
 (b) Each Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement against any Borrower or its properties in the courts of any jurisdiction. 

(c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each
Foreign Subsidiary Borrower irrevocably designates and appoints the Company, as its authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature
referred to in Section 9.09(b) in any federal or New York State court sitting in New York City. The Company hereby represents, warrants and confirms that the Company has agreed to accept such appointment (and any similar appointment by a
Subsidiary Guarantor which is a Foreign Subsidiary). Said designation and appointment shall be irrevocable by each such Foreign Subsidiary Borrower until all Loans, all reimbursement obligations, interest thereon and all other amounts payable by
such Foreign Subsidiary Borrower hereunder and under the other Loan Documents shall have been paid in full in accordance with the provisions hereof and thereof and such Foreign Subsidiary Borrower shall have been terminated as a Borrower hereunder
pursuant to Section 2.23. Each Foreign Subsidiary Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(b) in any federal or New York State court sitting in New York
City by service of process upon the Company as provided in this Section 9.09(d); provided that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered or certified air mail, postage
prepaid, return receipt requested, to the Company and (if applicable to) such Foreign Subsidiary Borrower at its address set forth in the Borrowing Subsidiary Agreement to which it is a party or to any other address of which such Foreign Subsidiary
Borrower shall have given written notice to the Administrative Agent (with a copy thereof to the Company). Each Foreign Subsidiary Borrower irrevocably waives, to the fullest extent 

 

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permitted by law, all claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective service of process upon such Foreign
Subsidiary Borrower in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to such Foreign Subsidiary Borrower. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority,
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any
Borrower and its obligations, (g) with the consent of the Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Company or any of its Subsidiaries. For the purposes of this Section, “Information” means all information received from the
Company relating to the Company or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company; provided that, in
the case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section
shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

SECTION 9.13. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”) hereby 
  

 69 








 
notifies each Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies such Borrower, which information includes the name and
address of such Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Act. 

ARTICLE X  

Company Guarantee 

In order to induce the Lenders to extend credit to the other Borrowers hereunder, the Company hereby irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of such other Borrowers. The Company further agrees that the due and punctual payment of such Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. 

The Company waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice
of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected by: (a) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand
or to enforce any right or remedy against any Borrower under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or
modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; (e) the
failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other
existence, structure or ownership of any Borrower or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement
relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Borrower or any other guarantor of any of the Obligations, for any reason related
to this Agreement, any Swap Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other guarantor of the Obligations, of any
of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a
discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Company to subrogation. 

The Company further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or
similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the
Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any Borrower or any other Person. 

The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and
shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations
or otherwise. 
  

 70 








 The Company further agrees that its obligations hereunder shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent, the Issuing Bank or any Lender upon the bankruptcy or reorganization of any
Borrower or otherwise. 
 In furtherance of the foregoing and not in limitation of any other right which the Administrative
Agent, the Issuing Bank or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any other Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent, the Issuing Bank or any Lender, forthwith pay, or cause to be paid, to the Administrative Agent, the Issuing Bank
or any Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. The Company further agrees that if payment in respect of any Obligation shall be due in a
currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance
or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender, disadvantageous to the Administrative Agent, the
Issuing Bank or any Lender in any material respect, then, at the election of the Administrative Agent, the Company shall make payment of such Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or
in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent and, as a separate and independent obligation, shall indemnify the Administrative Agent, the Issuing Bank and any Lender against any
losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. 
 Upon payment by
the Company of any sums as provided above, all rights of the Company against any Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior
indefeasible payment in full in cash of all the Obligations owed by such Borrower to the Administrative Agent, the Issuing Bank and the Lenders. 

Nothing shall discharge or satisfy the liability of the Company hereunder except the full performance and payment of the Obligations.

 [Signature Pages Follow] 
  

 71 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	H.B. FULLER COMPANY, as the Company
		
	By	 	 /s/ Cheryl A. Reinitz

		 	Name: Cheryl A. Reinitz
		 	Title: Vice President and Treasurer



Signature Page to Credit Agreement 

H.B. Fuller Company 

April 2010 








			
	 JPMORGAN CHASE BANK, N.A., individually

as a Lender, as Issuing Bank and as Administrative Agent

		
	By	 	 /s/ Mike Kelly

		 	Name: Mike Kelly
		 	Title: Vice President


 Signature Page
to Credit Agreement 
 H.B. Fuller Company 

April 2010 








			
	 CITIBANK, N.A., individually as a Lender and as

Syndication Agent

		
	By	 	 /s/ Shannon Sweeney

		 	Name: Shannon Sweeney
		 	Title: Vice President


 Signature Page
to Credit Agreement 
 H.B. Fuller Company 

April 2010 








			
	 BANK OF AMERICA, N.A., individually as a

Lender and as Co-Documentation Agent

		
	By	 	 /s/ Phillip J. Lynch

		 	Name: Phillip J. Lynch
		 	Title: Vice President


 Signature Page
to Credit Agreement 
 H.B. Fuller Company 

April 2010 








			
	PNC BANK, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Documentation Agent
		
	By	 	 /s/ Alison L. Kirker

		 	Name: Alison L. Kirker
		 	Title: Credit Officer


 Signature Page
to Credit Agreement 
 H.B. Fuller Company 

April 2010 








			
	 U.S. BANK NATIONAL ASSOCIATION,

individually as a Lender and as a Co-Documentation

Agent

		
	By	 	 /s/ Edward B. Hanson

		 	Name: Edward B. Hanson
		 	Title: Assistant Vice President



Signature Page to Credit Agreement 

H.B. Fuller Company 

April 2010 








			
	 THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., as a Lender

		
	By	 	 /s/ Victor Pierzchalski

		 	Name: Victor Pierzchalski
		 	Title: Authorized Signatory



Signature Page to Credit Agreement 

H.B. Fuller Company 

April 2010 








			
	THE NORTHERN TRUST COMPANY, as a Lender
		
	By	 	 /s/ Anu Agarwal

		 	Name: Anu Agarwal
		 	Title: Vice President


 Signature Page
to Credit Agreement 
 H.B. Fuller Company 

April 2010 








			
	WELLS FARGO BANK, N.A., as a Lender
		
	By	 	 /s/ Brian Buck

		 	Name: Brian Buck
		 	Title: Director


 Signature Page to
Credit Agreement 
 H.B. Fuller Company 

April 2010 







 SCHEDULE 2.01 

COMMITMENTS 
  

				
	 LENDER
	  	COMMITMENT
		
	 JPMORGAN CHASE BANK, N.A.
	  	$	32,500,000
		
	 CITIBANK, N.A.
	  	$	32,500,000
		
	 BANK OF AMERICA, N.A.
	  	$	25,000,000
		
	 PNC BANK, NATIONAL ASSOCIATION
	  	$	25,000,000
		
	 U.S. BANK NATIONAL ASSOCIATION
	  	$	25,000,000
		
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	  	$	25,000,000
		
	 THE NORTHERN TRUST COMPANY
	  	$	17,500,000
		
	 WELLS FARGO BANK, N.A.
	  	$	17,500,000
		
	 AGGREGATE COMMITMENT
	  	$	200,000,000

  

 1 








 SCHEDULE 2.02 

MANDATORY COST 
  

	1.	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the
Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. 


 

	2.	On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the
“Associated Costs Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Associated Costs Rates (weighted
in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 

  

	3.	The Associated Costs Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the
Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from
that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office. 

  

	4.	The Associated Costs Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows:


  

	 	(a)	in relation to a Loan in Pounds Sterling: 

  

			
	
AB + C (B – D) + E 
× 0.01
	  	per cent. per annum
	100 – (A+C)	  	

  

	 	(b)	in relation to a Loan in any currency other than Pounds Sterling: 

  

			
	 E × 0.01
	  	per cent. per annum.
	300    	  	

 Where: 
  

	 	A	is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements. 

  

	 	B	is the percentage rate of interest (excluding the Applicable Rate and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in
Section 2.13(c) payable for the relevant Interest Period on the Loan. 

  

	 	C	is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of
England. 

  

 1 









	 	D	is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits. 


 

	 	E	is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates
of charge supplied by the Reference Banks to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000. 

  

	5.	For the purposes of this Schedule: 

  

	 	(a)	“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of
England Act 1998 or (as may be appropriate) by the Bank of England; 

  

	 	(b)	“Facility Office” means the office or offices notified by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender
(or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement. 


 

	 	(c)	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to
time in respect of the payment of fees for the acceptance of deposits; 

  

	 	(d)	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated
fee required pursuant to the Fees Rules but taking into account any applicable discount rate); 

  

	 	(e)	“Participating Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with
legislation of the European Union relating to economic and monetary union. 

  

	 	(f)	“Reference Banks” means, in relation to Mandatory Cost, the principal London offices of JPMorgan Chase Bank, N.A. 


 

	 	(g)	“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules. 


 

	 	(h)	“Unpaid Sum” means any sum due and payable but unpaid by any Borrower under the Loan Documents. 


 

	6.	In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not
as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places. 

  

	7.	 If requested by the Administrative Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority,
supply to the Administrative Agent, the rate of 


  

 2 









	 	
charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank. 


 

	8.	Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Associated Costs Rate. In particular, but without
limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender: 

  

	 	(i)	the jurisdiction of its Facility Office; and 

  

	 	(j)	any other information that the Administrative Agent may reasonably require for such purpose. 


Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph. 

 

	9.	The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the
Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash
ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office. 


 

	10.	The Administrative Agent shall have no liability to any person if such determination results in an Associated Costs Rate which over or under compensates any Lender and
shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects. 


 

	11.	The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Associated Costs Rate for
each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above. 

  

	12.	Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Associated Costs Rate or any amount payable to
a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto. 

  

	13.	The Administrative Agent may from time to time, after consultation with the Company and the relevant Lenders, determine and notify to all parties hereto any amendments
which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any
case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto. 


 

 3 








 H.B. Fuller Company 

Draft of Existing Letters of Credit 

Schedule 2.06 (a) 
  

																			
	 Reference #
	 	 Applicant
	  	 Beneficiary
	  	Issue Date	  	Expiry Date	  	Liability
Currency	  	Amount at
Issuance	  	Current Balance	  	 Issuer

	 CPCS-627203
	 	H.B. Fuller Company	  	Lumbermans Mutual Casualty Company	  	1/27/00	  	12/31/10	  	USD	  	$	1,522,781.00	  	$	203,852.00	  	(Bank One) now JPMorgan Chase Bank, N.A.
	 CPCS-629531
	 	H.B. Fuller Company	  	Sentry Insurance a Mutual Company	  	7/18/03	  	7/14/10	  	USD	  	$	700,000.00	  	$	1,150,000.00	  	(Bank One) now JPMorgan Chase Bank, N.A.
	 CPCS-633288
	 	H.B. Fuller Company	  	Lumbermans Mutual Casualty Company	  	12/8/00	  	12/31/10	  	USD	  	$	1,025,000.00	  	$	296,148.00	  	(Bank One) now JPMorgan Chase Bank, N.A.
	 CPCS-789653
	 	H.B. Fuller Company	  	State of Illinois	  	8/3/09	  	9/10/10	  	USD	  	$	125,000.00	  	$	125,500.00	  	JPMorgan Chase Bank, N.A.








 Exhibit 3.01 - Subsidiaries of the Company and Ownership of Subsidiary Stock 

 

											
	 Company Name
	  	Jurisdiction	    	 	 	 	  	% of
Shares
Owned	  	Class of Stock
	 H.B. Fuller Company
	  	United States	    	External Shareholders	 		  	100.00	  	Common
	 H.B. Fuller International Inc.
	  	United States	    	H.B. Fuller Company	 		  	100.00	  	Common
	 * Specialty Constructions Brands, Inc.
	  	United States	    	H.B. Fuller Company	 		  	100.00	  	Common
	 Adalis Corporation
	  	United States	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller Automotive Company
	  	United States	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller Canada Holding Co.
	  	Canada	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller Canada Investment Co.
	  	Canada	    	H.B. Fuller Canada Holding Co.	 		  	100.00	  	Common
	 H.B. Fuller Canada (partnership)
	  	Canada	    	H.B. Fuller Canada Holding Co.	 		  	99.99	  	Common
		  		    	H.B. Fuller Canada Investment Co.	 		  	0.01	  	Common
	 H.B. Fuller Company Australia Pty. Ltd.
	  	Australia	    	H.B. Fuller Company	 		  	95.00	  	Common
		  		    	H.B. Fuller Company	 		  	5.00	  	Preferred
	 H.B. Fuller (China) Adhesives Ltd.
	  	China	    	H.B. Fuller Adhesives Mauritius Ltd	 		  	99.00	  	Common
		  		    	Guangzhou Economic & Technilogical District Intl	 		  	1.00	  	Common
	 H.B. Fuller (Shanghai) Trading Ltd.
	  	China	    	H.B. Fuller Adhesives Mauritius Ltd	 		  	100.00	  	Common
	 H.B. Fuller (Shanghai) Consulting Ltd.
	  	China	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller (Guangzhou) Trading Co. Ltd.
	  	China	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller (Shanghai) Technical Centre Ltd.
	  	China	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller (Nanjing) Chemical Co., Ltd.
	  	China	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller India Private Limited
	  	India	    	H.B. Fuller Company	 		  	99.90	  	Common
		  		    	Minority	 		  	0.10	  	Common
	 H.B. Fuller India Adhesives Private Limited
	  	India	    	H.B. Fuller Company	 		  	90.00	  	Common
		  		    	H.B. Fuller International, Inc.	 		  	10.00	  	Common
	 P.T. H.B. Fuller Indonesia
	  	Indonesia	    	H.B. Fuller Company	 		  	99.00	  	Common
		  		    	H.B. Fuller International, Inc.	 		  	1.00	  	Common
	 H.B. Fuller Japan Company, Ltd.
	  	Japan	    	H.B. Fuller Company	 		  	100.00	  	Common
	 Sekisui Fuller Co., Ltd.
	  	Japan	    	H.B. Fuller Company	 		  	50.00	  	Common
		  		    	Sekisui Chemical Co., Ltd.	 		  	50.00	  	Common
	 H.B. Fuller Korea, Ltd.
	  	Korea	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller (Malaysia) Sdn. Bhd.
	  	Malaysia	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller Adhesives Mauritius Ltd
	  	Mauritius	    	H.B. Fuller Company	 		  	80.00	  	Common
		  		    	Seksui Chemical Company	 		  	20.00	  	
	 H.B. Fuller Company (N.Z.) Ltd.
	  	New Zealand	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller (Philippines), Inc.
	  	Philippines	    	H.B. Fuller Company	 		  	90.1413	  	Common
		  		    	Filinvest Development Corporation	 		  	9.8587	  	Common
		  		    	Various Individuals	 		  	0.0000	  	Common
	 HBF Realty Corporation
	  	Philippines	    	H.B. Fuller Company	 		  	40.00	  	Common
		  		    	Bank of Philippines Island Asset Management & Trust	 		  	60.00	  	Common
	 H.B. Fuller Taiwan Co., Ltd.
	  	Taiwan	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller (Thailand) Co., Ltd.
	  	Thailand	    	H.B. Fuller Company	 		  	99.90	  	Common
		  		    	Somsak Rojanapinyophap	 	



	  		  	
		  		    	Carl Pimemtal	 	  		  	
		  		    	Cheryl Reinitz	 	  	0.01	  	Common
		  		    	Mark Millier	 	  		  	
		  		    	Kevin Gilligan	 	  		  	
		  		    	Glenn Carland	 	  		  	
		  		    	James McCreary	 	  		  	
	 Multi-Clean (Lebanon) S.A.R.L.
	  	Lebanon	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller Lebanon S.A.R.L.
	  	Lebanon	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller Austria Produktions GesmbH
	  	Austria	    	H.B. Fuller Benelux B.V.	 		  	90.00	  	Share Capital
		  		    	H.B. Fuller Company	 		  	10.00	  	Share Capital
	 H.B. Fuller Austria GesmbH
	  	Austria	    	H.B. Fuller Benelux B.V.	 		  	90.00	  	Share Capital
		  		    	H.B. Fuller Company	 		  	10.00	  	Share Capital
	 H.B. Fuller Egypt Investment LLC
	  	Egypt	    	H.B. Fuller Deutschland Holding GmbH	 		  	50.00	  	Share Capital
		  		    	H.B. Fuller Deutschland GmbH	 		  	50.00	  	Share Capital
	 H.B. Fuller Egypt Trade LLC
	  	Egypt	    	H.B. Fuller Deutschland Holding GmbH	 		  	50.00	  	Share Capital
		  		    	H.B. Fuller Deutschland GmbH	 		  	50.00	  	Share Capital
	 H.B. Fuller Egymelt LLC
	  	Egypt	    	H.B. Fuller Egypt Investment LLC	 		  	50.00	  	Share Capital
		  		    	H.B. Fuller Egypt Trade LLC	 		  	50.00	  	Share Capital
	 H.B. Fuller France SAS
	  	France	    	H.B. Fuller Benelux B.V.	 		  	100.00	  	Common
	 H.B. Fuller Deutschland Holding GmbH
	  	Germany	    	H.B. Fuller Benelux B.V.	 		  	100.00	  	Share Capital
	 H.B. Fuller Deutschland Produktions GmbH
	  	Germany	    	H.B. Fuller Deutschland Holding GmbH	 		  	90.00	  	Share Capital
		  		    	H.B. Fuller Company	 		  	10.00	  	Share Capital
	 H.B. Fuller Deutschland GmbH
	  	Germany	    	H.B. Fuller Deutschland Holding GmbH	 		  	100.00	  	Share Capital
	 Nordic Adhesives Technology GmbH
	  	Germany	    	H.B. Fuller Deutschland Holding GmbH	 		  	100.00	  	Share Capital
	 Isar-Rakoll Chemie, GmbH
	  	Germany	    	H.B. Fuller Deutschland Produktions GmbH	 		  	100.00	  	Share Capital
	 H.B. Fuller Finance (Ireland)
	  	Ireland	    	H.B. Fuller Europe GmbH	 		  	100.00	  	Common
	 H.B. Fuller Italia Holding s.r.l.
	  	Italy	    	H.B. Fuller Benelux B.V.	 		  	100.00	  	Common
	 H.B. Fuller Italia Produzione s.r.l.
	  	Italy	    	H.B. Fuller Italia Holding s.r.l.	 		  	100.00	  	Common
	 H.B. Fuller Italia s.r.l.
	  	Italy	    	H.B. Fuller Italia Holding s.r.l.	 		  	100.00	  	Common
	 H.B. Fuller Benelux B.V.
	  	Netherlands	    	H.B. Fuller Canada Holding Co.	 		  	100.00	  	Share Capital
	 H.B. Fuller Portugal - SGPS, Lda.
	  	Portugal	    	H.B. Fuller Benelux B.V.	 		  	90.00	  	Common
		  		    	H.B. Fuller Company	 		  	10.00	  	Common
	 H. B. Fuller Portugal, Produtos Químicos, S.A.
	  	Portugal	    	H.B. Fuller Portugal - SGPS Lda.	 		  	100.00	  	Common
	 H.B. Fuller Isar Rakoll S.A.
	  	Portugal	    	H.B. Fuller Portugal - SGPS Lda.	 		  	100.00	  	Common
	 H.B. Fuller Espana, S.A.
	  	Spain	    	H.B. Fuller Company	 		  	100.00	  	Common
	 H.B. Fuller Sverige AB
	  	Sweden	    	H.B. Fuller Benelux B.V.	 		  	100.00	  	Common

  

 Page 1 of 2 








 Exhibit 3.01 - Subsidiaries of the Company and Ownership of Subsidiary Stock 

 

									
	 Company Name
	  	 Jurisdiction
	  	 	  	% of
Shares
Owned	  	Class of Stock
	 H.B. Fuller Schweiz GmbH
	  	Switzerland	  	H.B. Fuller Deutschland Produktions GmbH	  	100.00	  	Common
	 H.B. Fuller Europe GmbH
	  	Switzerland	  	H.B. Fuller Benelux B.V.	  	99.00	  	Common
		  		  	H.B. Fuller Canada Holding Co.	  	1.00	  	Common
	 H.B. Fuller U.K. Holdings Limited
	  	U.K.	  	H.B. Fuller Company	  	100.00	  	Common
	 H.B. Fuller Group Limited
	  	U.K.	  	H.B. Fuller Holding Limited	  	100.00	  	Common
	 H.B. Fuller U.K. Operations, Ltd.
	  	U.K.	  	H.B. Fuller Group Limited	  	100.00	  	Common
	 H.B. Fuller U.K. Ltd.
	  	U.K.	  	H.B. Fuller UK Operations, Ltd.	  	100.00	  	Common
	 H.B. Fuller U.K. Manufacturing Limited
	  	U.K.	  	H.B. Fuller U.K. Operations, Ltd.	  	100.00	  	Common
	 H.B.F. Ltd.
	  	U.K.	  	H.B. Fuller U.K. Operations, Ltd.	  	100.00	  	Common
	 Datac Adhesives Ltd.
	  	U.K.	  	H.B. Fuller U.K. Operations, Ltd.	  	100.00	  	Common
	 H.B. Fuller Latin America Shared Services S.R.Ltda.
	  	Costa Rica	  	H.B. Fuller International, Inc.	  	100.00	  	Common
	 H.B. Fuller Mexico, S.A.
	  	Mexico	  	H.B. Fuller Company	  	100.00	  	Common
	 Centro de Pinturas Glidden-Protecto, S.A.
	  	Panama	  	H.B. Fuller Company	  	77.92	  	Common
		  		  	H.B. Fuller Holding Panama Co.	  	22.08	  	Common
	 Fabrica de Pinturas Glidden, S.A.
	  	Panama	  	H.B. Fuller Company	  	100.00	  	Common
	 Distribuidora Americana, S.A.
	  	Ecuador	  	H.B. Fuller Company	  	100.00	  	Common
	 Kativo Chemical Industries, S.A.
	  	Panama	  	H.B. Fuller Company	  	100.00	  	Common
	 H.B. Fuller Argentina, S.A.
	  	Argentina	  	Kativo Chemical Industries, S.A.	  	98.00	  	Common
		  		  	H.B. Fuller Company	  	2.00	  	Common
	 H.B. Fuller Bolivia, Ltda.
	  	Bolivia	  	Kativo Chemical Industries, S.A.	  	50.00	  	Common
		  		  	Chemical Supply Corporation	  	50.00	  	Common
	 H.B. Fuller Brazil, Ltda.
	  	Brazil	  	Chemical Supply Corporation	  	51.27	  	Common
		  		  	Kativo Chemical Industries, S.A.	  	48.72	  	Common
		  		  	H.B. Fuller Holding Panama, S.A.	  	0.01	  	Common
	 Adhesivos H.B. Fuller (Sul) Ltda.
	  	Brazil	  	Chemical Supply Corporation	  	99.81	  	Common
		  		  	Kativo Chemical Industries, S.A.	  	0.15	  	Common
		  		  	H.B. Fuller Brazil, Ltda.	  	0.04	  	Common
	 H.B. Fuller Chile, S.A.
	  	Chile	  	Kativo Chemical Industries, S.A.	  	99.99	  	Common
		  		  	Minority	  	0.01	  	Common
	 H.B. Fuller Colombia, Ltda.
	  	Colombia	  	Kativo Chemical Industries, S.A.	  	98.00	  	Common
		  		  	Minority	  	2.00	  	Common
	 Kativo Costa Rica, S.A.
	  	Costa Rica	  	Kativo Chemical Industries, S.A.	  	100.00	  	Common
	 Reca Quimica, S.A.
	  	Costa Rica	  	Kativo Chemical Industries, S.A.	  	100.00	  	Common
	 H.B. Fuller Centroamerica, S.A.
	  	Costa Rica	  	Kativo Chemical Industries, S.A.	  	100.00	  	Common
	 Resistol, S.A.
	  	Costa Rica	  	Kativo Chemical Industries, S.A.	  	100.00	  	Common
	 H.B. Fuller Caribe, S.A.
	  	Dominican Republic	  	Kativo Chemical Industries, S.A.	  	90.60	  	Common
		  		  	Chemical Supply Corporation	  	8.82	  	Common
		  		  	H.B. Fuller Holding Panama, S.A.	  	0.01	  	Common
		  		  	Kativo Honduras, S.A.	  	0.01	  	Common
		  		  	H.B. Fuller Centroamerica, S.A.	  	0.01	  	Common
		  		  	Olga Ferrer	  	0.54	  	Common
		  		  	Juan Bancalari	  	0.01	  	Common
	 H.B. Fuller Ecuador, S.A.
	  	Ecuador	  	Kativo Chemical Industries, S.A.	  	50.00	  	Common
		  		  	Chemical Supply Corporation	  	50.00	  	Common
	 Kativo Industrial de El Salvador, S.A.
	  	El Salvador	  	Kativo Chemical Industries, S.A.	  	80.00	  	Common
		  		  	Chemical Supply Corporation	  	20.00	  	Common
	 H.B. Fuller El Salvador, S.A.
	  	El Salvador	  	Kativo Chemical Industries, S.A.	  	80.00	  	Common
		  		  	Chemical Supply Corporation	  	20.00	  	Common
	 Deco Tintas de El Salvador, S.A.
	  	El Salvador	  	Kativo Chemical Industries, S.A.	  	80.00	  	Common
		  		  	Chemical Supply Corporation	  	20.00	  	Common
	 Kativo Comercial de Guatemala, S.A.
	  	Guatemala	  	Kativo Chemical Industries, S.A.	  	80.00	  	Common
		  		  	Chemical Supply Corporation	  	20.00	  	Common
	 H.B. Fuller Guatemala, S.A.
	  	Guatemala	  	Chemical Supply Corporation	  	100.00	  	Common
	 Resistol, S.A.
	  	Guatemala	  	H.B. Fuller Guatemala, S.A.	  	100.00	  	Common
	 Kativo de Honduras, S.A.
	  	Honduras	  	Kativo Chemical Industries, S.A.	  	80.53	  	Common
		  		  	Chemical Supply Corporation	  	19.47	  	Common
	 H.B. Fuller Honduras, S.A.
	  	Honduras	  	Kativo Chemical Industries, S.A.	  	20.00	  	Common
		  		  	Centro de Pinturas Glidden-Protecto, S.A.	  	20.00	  	Common
		  		  	H.B. Fuller Holding Panama, S.A.	  	40.00	  	Common
		  		  	Chemical Supply Corporation	  	20.00	  	Common
	 Industrias Kativo de Nicaragua, S.A.
	  	Nicaragua	  	Kativo Chemical Industries, S.A.	  	99.99	  	Common
		  		  	Minority	  	0.01	  	Common
	 H.B. Fuller Nicaragua, S.A.
	  	Nicaragua	  	Kativo Chemical Industries, S.A.	  	99.80	  	Common
		  		  	Minority	  	0.20	  	Common
	 Chemical Supply Corporation
	  	Panama	  	Kativo Chemical Industries, S.A.	  	100.00	  	Common
	 Chemical Supply Peruana, S.A.
	  	Peru	  	Chemical Supply Corporation	  	99.99	  	Common
		  		  	Minority	  	0.01	  	Common
	 H.B. Fuller Peru, S.A.
	  	Peru	  	Kativo Chemical Industries, S.A.	  	99.00	  	Common
		  		  	Minority (Peru atty)	  	1.00	  	Common
	 H.B. Fuller Uruguay, S.A.
	  	Uruguay	  	Kativo Chemical Industries, S.A.	  	100.00	  	Common
	 H.B. Fuller Venezuela, C.A.
	  	Venezuela	  	Kativo Chemical Industries, S.A.	  	100.00	  	Common
	 H.B. Fuller Holding Panama Co.
	  	Panama	  	Kativo Chemical Industries, S.A.	  	81.80	  	Common
		  		  	H.B. Fuller Company	  	18.20	  	Common

  

	*	Denotes material subsidiary 

  

 Page 2 of 2 








 Schedule 3.06: Disclosed Matters 

H.B. Fuller Company 
 None. 







 Schedule 6.01 

HB FULLER COMPANY 
 The following
facilities are extended to H.B. Fuller and its subsidiaries: 
  

									
	 Borrowers
	  	Currency	  	Credit Limit	  	 Transaction Type
	  	Lender
	 H. B. Fuller Company
	  	USD	  	—  	  	Over Draft Facility	  	JP Morgan Chase
	 H. B. Fuller Company
	  	EUR	  	55,000,000	  	European subsidiary credit facilities	  	ABN AMRO Bank
	 H.B. Fuller Colombia Ltda.
	  	USD	  	4,500,000	  	Short term omnibus line	  	Citibank
	 H.B. Fuller Colombia Ltda.
	  	USD	  	500,000	  	Foreign Exchange	  	Citibank
	 H.B. Fuller Centro America S.A.
	  	USD	  	200,000	  	Short term omnibus line	  	Citibank
	 Kativo Costa Rica S.A.
	  	USD	  	650,000	  	Standby letter of credit & bank guarantee	  	Citibank
	 Kativo Costa Rica S.A.
	  	USD	  	400,000	  	Foreign Exchange	  	Citibank
	 Kativo Comercial de Guatemala S.A.
	  	USD	  	1,350,000	  	Short term omnibus line	  	Citibank
	 Kativo de Honduras S.A.
	  	USD	  	4,000,000	  	Short term omnibus line	  	Citibank
	 Fabrica de Pinturas Glidden S.A. Centro

de Pinturas Glidden – Protecto, S.A.
	  	USD	  	2,000,000	  	Short term omnibus line	  	Citibank
	 Fabrica de Pinturas Glidden S.A.
	  	USD	  	1,500,000	  	Daylight overdraft limit	  	Citibank
	 Centro de Pinturas Glidden – Protecto, S.A.
	  	USD	  	500,000	  	Daylight overdraft limit	  	Citibank
	 H.B. Fuller Chile S.A.
	  	CLP	  	1,000,000,000	  	Overdrafts	  	Citibank
	 H.B. Fuller Chile S.A.
	  	CLP	  	1,800,000,000	  	Short term omnibus line	  	Citibank
	 H.B. Fuller Argentina SAIC
	  	USD	  	4,000,000	  	Short term omnibus line	  	Citibank
	 H.B. Fuller Argentina SAIC
	  	ARS	  	500,000	  	Standby letter of credit & bank guarantee	  	Citibank
	 H.B. Fuller Brasil Ltda.
	  	USD	  	9,000,000	  	Short term omnibus line	  	Citibank
	 H.B. Fuller Brasil Ltda.
	  	USD	  	180,000	  	Daylight overdraft limit	  	Citibank
	 HBF Italia s.r.l.
	  	EUR	  	300,000	  	Lines of credit with HBF parent guarantee	  	Instituto Bancario San Paolo de Torino
	 HBF Italia Produzione s.r.l.
	  	EUR	  	300,000	  	Lines of credit with HBF parent guarantee	  	Instituto Bancario San Paolo de Torino
	 HBF Australia
	  	AUD	  	4,000,000	  	Lines of credit with HBF parent guarantee	  	Westpac Banking
	 HBF Australia
	  	NZD	  	300,000	  	Lines of credit with HBF parent guarantee	  	Westpac Banking
	 H.B. Fuller (China) Adhesives Ltd.
	  	USD	  	3,750,000	  	Lines of credit with HBF parent guarantee	  	BTMU
	 HBF Korea
	  	USD	  	—  	  	Lines of credit with HBF parent guarantee	  	BTMU
	 H.B. Fuller (Philippines) Ltd.
	  	USD	  	2,000,000	  	Lines of credit with HBF parent guarantee	  	BTMU
	 H.B. Fuller International
	  	USD	  	500,000	  	Lines of credit with HBF parent guarantee	  	BTMU
	 H.B. Fuller Taiwan Co. Ltd.
	  	USD	  	500,000	  	Lines of credit with HBF parent guarantee	  	BTMU
	 PT H.B. Fuller Indonesia
	  	USD	  	1,000,000	  	Lines of credit with HBF parent guarantee	  	BTMU
	 H.B. Fuller India Adhesives Private Limited
	  	USD	  	2,000,000	  	Lines of credit with HBF parent guarantee	  	BTMU
	 H.B. Fuller (Thailand), Ltd.
	  	USD	  	250,000	  	Lines of credit with HBF parent guarantee	  	BTMU
	 H.B. Fuller (Nanjing) Adhesives, Ltd.
	  	USD	  	5,300,000	  	Lines of credit with HBF parent guarantee	  	BTMU
	 Unallocated
	  	USD	  	1,700,000	  	Lines of credit with HBF parent guarantee	  	BTMU
	 H.B. Fuller Company
	  	USD	  	200,000	  	Letter of Credit	  	Bank of Tokyo
	 H.B. Fuller Egymelt LLC
	  	USD	  	11,836	  	Letter of Credit	  	ARB Bank
	 H.B. Fuller Company Australia Pty. Ltd.
	  	USD	  	28,352	  	Letter of Credit	  	Westpac
	 H.B. Fuller Company
	  	USD	  	—  	  	 The net obligations of the Company under certain Swap

Agreements dated as of November 13, 2009 relating to the

Existing Note Agreements.
	  	JP Morgan Chase








 Schedule 6.02: Existing Liens 

H.B. Fuller Company 
 None. 







 Exhibit 6.04 

HB FULLER COMPANY 
 Total Notes
Payable & ST/LT Debt 
  

			
	 Entity
	  	Deposits Held With
HBF Finance (Ireland)
	 HBF Europe
	  	23,928,529
	 HBF Sesame
	  	17,686,116
	 HB Fuller UK Operations Limited
	  	14,829,831
	 HBF Canada
	  	13,087,884
	 HBF UK Manufacturing
	  	12,261,568
	 HBF Austria
	  	8,010,584
	 HBF Deutschland
	  	7,589,960
	 HBF France
	  	5,069,594
	 HBF Spain
	  	4,446,740
	 HBF Italy Holding
	  	2,915,076
	 HBF Austria Produk
	  	2,813,724
	 HBF Italy Produzione
	  	2,604,680
	 HBF Italy Disbursmnt
	  	1,686,311
	 HBF UK- Commission
	  	829,360
	 HBF Europe (Princ)
	  	288,810
	 HBF Sverige
	  	262,890
	 HBF Produk Deutsch
	  	142,951
		  	 
	 Total Deposits
	  	118,454,608
		  	 
		
	 Entity
	  	Loans With HBF
Finance (Ireland)
	 HBF Glidden Panama USD
	  	287
	 Reca Quimica
	  	449
	 Proadec Produtos
	  	2,977
	 Isar-Rokoll Chemical
	  	3,639
	 HBF UK- Commission
	  	9,754
	 HBF UK Manufacturing
	  	14,742
	 Kativo Costa Rica
	  	250,104
	 HBF Benelux
	  	547,922
	 HB Fuller Shanghai Technical Centre Ltd
	  	605,874
	 HBF Int (Hong Kong)
	  	737,709
	 HBF Holdings
	  	1,317,705
	 HB Fuller UK Group Limited
	  	2,681,592
	 HBF Deutsch Holding
	  	10,887,395
	 HBF UK Ltd
	  	14,149,579
	 Kativo Chemical Industries, S.A.
	  	22,171,540
		  	 
	 Total Loans
	  	53,381,268
		  	 
	 Net Deposits
	  	65,073,340
		  	 

  







 Schedule 6.08: Restrictive Agreements 

H.B. Fuller Company 
 H.B. Fuller Company
currently has the following Agreements in place that contain restrictions: 
 Shareholders Agreement for H.B. Fuller Adhesives Mauritius Ltd.,
by and between Sekisui Chemical Co., Ltd., and H.B. Fuller Company dated February 12, 2005. This agreement contains restrictions on major decisions, capital contributions and distributions, as well as certain covenants and restrictions on
“Transfer”. 
  







 EXHIBIT A 

ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the
Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of
such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively
as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 

 

							
	1.	  	Assignor:	  	  
	  	
				
	2.	  	Assignee:	  	  
	  	
		  		  	[and is an Affiliate/Approved Fund of [identify
Lender]1]
			
	3.	  	Borrowers:	  	 H.B. Fuller Company and certain Foreign Subsidiary Borrowers

			
	4.	  	Administrative Agent:	  	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	The $200,000,000 Credit Agreement dated as of April 19, 2010 among H.B. Fuller Company, the Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders
parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto
				
	6.	  	Assigned Interest:	  		  	

  

	1
	 Select as applicable. 


  

 1 









							
	 Aggregate Amount of

Commitment/Loans for all

Lenders
	  	Amount 
of
Commitment/
Loans Assigned	  	Percentage 
Assigned
of
Commitment/Loans2
	 
	$	  	$	 	  	 	% 
	$	  	$	 	  	 	% 
	$	  	$	 	  	 	% 

 Effective Date:
             , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Title:
	
	ASSIGNEE
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Title:


  

			
	Consented to and Accepted:
	
	 JPMORGAN CHASE BANK, N.A., as Administrative Agent

		
	By:	 	  

		 	Title:
	
	[Consented
to:]3
	
	H.B. FULLER COMPANY
		
	By:	 	  

		 	Title:

  

	2
	 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 



	3
	 To be added only if the consent of the Company is required by the terms of the Credit Agreement. 



 

 2 








 ANNEX I 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and
to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
 2.
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have
accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. 

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and
their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

  

 1 








 EXHIBIT B 

OPINION OF COUNSEL FOR THE LOAN PARTIES 

[Effective Date] 
 To the Lenders
and the Administrative 
   Agent Referred to Below 

c/o JPMorgan Chase Bank, N.A., as 

  Administrative Agent 
 10 South
Dearborn 
 Chicago, Illinois 60603 

Ladies and Gentlemen: 
 We have
acted as counsel for H.B. Fuller Company, a Minnesota corporation (the “Company”) and Specialty Construction Brands, Inc., a Minnesota corporation (“Specialty”; and collectively with the Company, the “Loan
Parties”), in connection with (i) the Credit Agreement dated as of April 19, 2010 (the “Credit Agreement”), among the Company, the banks and other financial institutions identified therein as Lenders, and JPMorgan
Chase Bank, N.A., as Administrative Agent, (ii) those certain promissory notes dated as of April 19, 2010 (the “Notes”) made payable by the Company to the order of certain of the Lenders identified in the Credit Agreement
and (iii) that certain Guaranty dated as of April 19, 2010 among Specialty and the Administrative Agent (collectively with the Credit Agreement and the Notes, the “Loan Documents”). Terms defined in the Credit Agreement
are used herein with the same meanings. 
 We have examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations as we have deemed necessary or advisable for purposes of this opinion. As to certain matters of
fact material to the opinions expressed in this letter, we have relied on the representations made in the Credit Agreement and certificates of public officials and of officers of the Loan Parties. We have not independently established the facts so
relied on. We have also examined the originals or copies of the documents listed in a certificate of an officer of the Loan Parties certifying among other things that such listed documents are (i) all of the indentures, loan or credit
agreements, leases, guarantees, mortgages, security agreements, bonds, notes and other agreements or instruments (collectively, the “Existing Debt Documents”), and (ii) all of the orders, writs, judgments, awards, injunctions and
decrees (collectively, the “Existing Order Documents”), in each case which affect or purport to affect the right of the Loan Parties to borrow money or to incur any other obligation of the type incurred by it under the Loan Documents.

 As used in this opinion letter, the phrases “to our knowledge,” “known to us” or similar words mean the
actual, conscious awareness on the date of this letter of Steven J. Ryan or Andrea M. Bond, the attorneys in our firm who have been actively involved in the negotiation or preparation of the Loan Documents or this letter. 

We assume with your permission and without investigation: (i) the due authorization, execution and delivery of the Loan Documents by
all parties thereto other than the Loan Parties, (ii) the validity, binding effect and enforceability under applicable law of the Loan Documents against the parties thereto other than the Loan Parties, (iii) the authenticity of all
documents submitted to us as originals, (iv) the genuineness of all signatures; (v) the legal capacity of natural persons, and (vi) the conformity to originals of all documents submitted to us as copies and the authenticity of the
originals of such copies. 
  

 1 








 Based upon the assumptions set forth above and the other limitations and qualifications set
forth below, we are of the opinion that: 
 1. Each Loan Party (a) is a corporation duly organized, validly existing and in
good standing under the laws of the State of Minnesota, and (b) has all corporate power and authority to conduct the business in which it is currently engaged. 

2. The Transactions are within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if
required, stockholder action. The Loan Documents has been duly executed and delivered by each applicable Loan Party and constitutes the valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to
(a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, (b) general principles of equity, regardless of whether considered in a proceeding in equity or at law, and
(c) applicable statutes of limitations. 
 3. The execution and delivery of the Loan Documents by the Loan Parties and the
payment of each Loan Party’s obligations under the Loan Documents do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in
full force and effect. The execution and delivery of the Loan Documents by the Loan Parties, the payment of each Loan Party’s obligations under the Loan Documents and the performance by each Loan Party of its other obligations under the Loan
Documents do not (a) violate any law or regulation applicable to such Loan Party, (b) violate the charter, by-laws or other organizational documents of such Loan Party, (c) violate any Existing Order Document, (d) result in a
breach or violation of, or constitute a default under, any Existing Debt Document, or (e) result in the creation or imposition of any lien on any asset of such Loan Party. 

4. Neither Loan Party is party to any pending, or overtly threatened in writing, action or proceeding known to us (a) as to which
there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (other than the Disclosed Matters) or (b) that
involve the Loan Documents or the Transactions. 
 5. Neither Loan Party is an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940. 
 Our opinions are subject to the following additional
qualifications: 
 (a) Our opinions are limited to the Federal law of the United States and the law of the State of Minnesota.
We note that the Loan Documents provide that they are to be governed by and construed in accordance with the substantive law of the State of New York. However, our opinion is given as if the Loan Documents were governed by and construed in
accordance with the law of the State of Minnesota. 
 (b) We express no opinion with respect to the validity and enforceability
of (i) indemnification provisions, rights of contribution and exculpatory provisions to the extent they may be limited on public policy grounds or subject to securities laws; (ii) broadly stated powers of attorney; (iii) any remedies
insofar as any party exercising such remedies may take any action which is arbitrary or capricious, unreasonable, not in good faith, or not commercially reasonable; (iv) provisions to the effect that failure to exercise or delay in exercising
rights or remedies will not operate as a waiver of any such right or remedy or which purport to render ineffective any waiver, modification or amendment not in writing; (v) waivers of any statutory or constitutional rights or remedies;
(vi) provisions to the effect that 
  

 2 








 
remedies are cumulative or that stated remedies are not exclusive; and (vii) any provision for late payment fees, default interest, liquidated damages or other fees, charges or amounts that
may be construed as a penalty. 
 (c) We express no opinion with respect to the ability of any party to collect or be reimbursed
for costs and expenses, including attorneys’ fees, to the extent its rights may be limited to reasonable fees and expenses as determined by a court, or it is not the prevailing party in the action. 

(d) We express no opinion with respect to whether the Administrative Agent or any Lender is required to file a Notice of Business
Activities Report under Minnesota Statutes Section 290.371. Any party who is so required and does not file such a report has no cause of action upon which it may bring suit under Minnesota law, except for issues related to its Minnesota tax
liability, unless and until it pays all taxes, interest, and civil penalties due the State of Minnesota for all periods, or provides for their payment by security or bond. Insofar as our opinion may relate to the enforceability of any agreement
under Minnesota law or in a Minnesota court, we have assumed that any party seeking to enforce such agreement has at all times been, and will continue at all times to be, exempt from the requirement of filing a Notice of Business Activities Report
or, if not exempt, has, prior to the date of such enforcement, made such filing and paid any such taxes, interest and civil penalties due. Subject to such restrictions upon the ability of the Administrative Agent and the Lenders to enforce the Loan
Documents prior to the filing of all applicable Notice of Business Activities Reports and the payment of any such taxes, interest and civil penalties, the failure of the Administrative Agent or any Lender to make such filing or to pay any such
taxes, interest and civil penalties (i) does not and will not affect or impair the enforceability of the Loan Documents, and (ii) does not and will not affect the ability of the Administrative Agent and the Lenders to enforce the Loan
Documents in accordance with their respective terms if they have made such filings and paid any such taxes, interest and civil penalties. 

(e) We express no opinion as to the existence of or any Loan Party’s title to any property or assets or the creation or perfection
of any mortgage, lien or other security interest. 
 This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by any Person other than the addressees hereof and their respective successors and assigns as Lenders and Persons that acquire participations in the Loans (collectively, the “Reliance Parties”), and may
not be relied upon by any Reliance Party for any other purpose, in each case without our prior written consent. 
 No copies of
this opinion may be delivered or furnished to any other party other than a Reliance Party, nor may all or portions of this opinion be quoted, circulated or referred to in any other document without our prior written consent, except that copies of
this opinion may be provided to any regulatory agency having supervisory authority over a Reliance Party and except that this opinion may be used in connection with the assertion of a defense as to which this opinion is relevant and necessary or in
response to a court order or other legal process. 
  

	
	Very truly yours,
	
	Briggs and Morgan, P.A.


  

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 EXHIBIT C 

FORM OF COMMITMENT AND ACCEPTANCE 

Dated [                    ]

 Reference is made to the Credit Agreement dated as of April 19, 2010 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”) among H.B. Fuller Company (the “Company”), the Foreign Subsidiary Borrowers from time to time party thereto, the financial institutions party thereto (the
“Lenders”), and JPMorgan Chase Bank, N.A. in its capacity as contractual representative for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.

 Pursuant to Section 2.20 of the Credit Agreement, the Company has requested an increase in the Aggregate Commitment from
$                     to $                    .
Such increase in the Aggregate Commitment is to become effective on the date (the “Effective Date”) which is the later of (i)             ,
         and (ii) the date on which the conditions precedent set forth in Section 2.20 in respect of such increase have been satisfied. In connection with such requested increase in the Aggregate
Commitment, the Company, the Administrative Agent and
                                         (the
“Accepting Bank”) hereby agree as follows: 
 1. Effective as of the Effective Date, [the Accepting Bank shall
become a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder and shall thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal to the] [the
Commitment of the Accepting Bank under the Credit Agreement shall be increased from $             to the] amount set forth opposite the Accepting Bank’s name on the signature page
hereof. 
 [2. The Accepting Bank hereby (i) confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment and Acceptance Agreement; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as contractual representative on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by
the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender] 
 3. The Company hereby represents and warrants that as of the date hereof and as of the Effective
Date, (a) all representations and warranties shall be true and correct in all material respects as though made on such date and (b) no event shall have occurred and then be continuing which constitutes a Default or an Event of Default.

 4. THIS COMMITMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK. 
  

 1 








 5. This Commitment and Acceptance Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 
  

 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Commitment and Acceptance Agreement
to be executed by their respective officers thereunto duly authorized, as of the date first above written. 
  

					
		 	H.B. FULLER COMPANY,
		 	as the Company
			
		 	By:	 	  

		 	Title:	 	  

		
		 	JPMORGAN CHASE BANK, N.A.,
		 	as Administrative Agent
			
		 	By:	 	  

		 	Title:	 	  

		
	COMMITMENT	 	ACCEPTING BANK
		
	$	 	[BANK]
			
		 	By:	 	  

		 	Title:	 	  


  


 3 








 EXHIBIT D 

LIST OF CLOSING DOCUMENTS 

H.B. FULLER COMPANY 

CERTAIN FOREIGN SUBSIDIARY BORROWERS 

CREDIT FACILITIES 

April 19, 2010 

LIST OF CLOSING
DOCUMENTS1 

A. LOAN DOCUMENTS 
  

	1.	Credit Agreement (the “Credit Agreement”) by and among H.B. Fuller Company, a Minnesota corporation (the “Company”), the Foreign
Subsidiary Borrowers from time to time parties thereto (collectively with the Company, the “Borrowers”), the institutions from time to time parties thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A.,
in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), evidencing a revolving credit facility to the Borrowers from the Lenders in an initial aggregate principal amount of
$200,000,000. 

  

					
	SCHEDULES
			
	Schedule 2.01	    	—	    	Commitments
	Schedule 2.02	    	—	    	Mandatory Cost
	Schedule 2.06	    	—	    	Existing Letters of Credit
	Schedule 3.01	    	—	    	Subsidiaries
	Schedule 3.06	    	—	    	Disclosed Matters
	Schedule 6.01	    	—	    	Existing Indebtedness
	Schedule 6.02	    	—	    	Existing Liens
	Schedule 6.04	    	—	    	Existing Investments
	Schedule 6.08	    	—	    	Restrictive Agreements
	
	EXHIBITS
			
	Exhibit A	    	—	    	Form of Assignment and Assumption
	Exhibit B	    	—	    	Form of Opinion of Loan Parties’ Counsel
	Exhibit C	    	—	    	Form of Commitment and Acceptance
	Exhibit D	    	—	    	List of Closing Documents
	Exhibit E-1	    	—	    	Form of Borrowing Subsidiary Agreement
	Exhibit E-2	    	—	    	Form of Borrowing Subsidiary Termination
	Exhibit F	    	—	    	Form of Subsidiary Guaranty

  

	1
	 Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items
appearing in bold and italics shall be prepared and/or provided by the Company and/or Company’s counsel 


  

 1 









	2.	Notes executed by the Company in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.10(e) of the Credit Agreement.


  

	3.	Guaranty executed by the initial Subsidiary Guarantors (collectively with the Borrowers, the “Loan Parties”) in favor of the Administrative Agent.


 B. CORPORATE DOCUMENTS 
  

	4.	Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the Certificate of Incorporation
or other charter document of such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of State of the jurisdiction of its organization, since the date of the certification thereof by such secretary of state,
(ii) the By-Laws or other applicable organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of such Loan Party
authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party,
and (in the case of the Company) authorized to request Borrowing or an LC Disbursement under the Credit Agreement. 

  

	5.	Good Standing Certificate for each Loan Party from the Secretary of State of the jurisdiction of its organization. 


C. OPINIONS 
  

	6.	Opinion of Briggs and Morgan, P.A., counsel for the Loan Parties. 


D. CLOSING CERTIFICATES AND MISCELLANEOUS 
  

	7.	A Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying the following as of the Effective Date: (i) all of
the representations and warranties of the Company set forth in the Credit Agreement (other than the representation contained in Section 3.04(b)) are true and correct on and as of the Effective Date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default has occurred and is then continuing. 

  

	8.	Amendment to the Existing Loan Agreement. 

  

 2 








 EXHIBIT E-1 

[FORM OF] 

BORROWING SUBSIDIARY AGREEMENT 

BORROWING SUBSIDIARY AGREEMENT dated as of
[                    ], among H.B. Fuller Company, a
[                    ] corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a
[                    ] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the
“Administrative Agent”). 
 Reference is hereby made to the Credit Agreement dated as of April 19, 2010
(as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and
JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the
terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New
Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement.
[Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement on behalf of the New Subsidiary Borrower and sign this
Borrowing Subsidiary Agreement and the other Loan Documents to which the New Borrowing Subsidiary is, or may from time to time become, a party:
[                    ].] 

Each of the Company and the New Borrowing Subsidiary represents and warrants that the representations and warranties
of the Company in the Credit Agreement relating to the New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and
correct as of that date. [The Company and the New Borrowing Subsidiary further represent and warrant that the execution, delivery and performance by the New Borrowing Subsidiary of the transactions contemplated under this Agreement and the use of
any of the proceeds raised in connection with this Agreement will not contravene or conflict with the provisions of section 151 of the Companies Act 1985 of England and Wales (as
amended).]5[INSERT OTHER PROVISIONS REASONABLY REQUESTED
BY ADMINISTRATIVE AGENT OR ITS COUNSELS] The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company,
the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing
Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. 
 This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. 
 [Signature Page Follows] 

 

	5
	 To be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales. 









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their authorized officers as of the date first appearing above. 
  

			
	H.B. FULLER COMPANY
		
	By:	 	  

		 	Name:
		 	Title:
	
	[NAME OF NEW BORROWING SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	 JPMORGAN CHASE BANK, N.A. as Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:









 EXHIBIT E-2 

[FORM OF] 

BORROWING SUBSIDIARY TERMINATION 

JPMorgan Chase Bank, N.A. 
 as Administrative
Agent 
 for the Lenders referred to below 

10 South Dearborn 
 Chicago, Illinois 60603

 Attention: [                    ]

 [Date] 
 Ladies and
Gentlemen: 
 The undersigned, H.B. Fuller Company (the “Company”), refers to the Credit Agreement dated as of
April 19, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

The Company hereby terminates the status of
[                    ] (the “Terminated Borrowing Subsidiary”) as a Foreign Subsidiary Borrower under the Credit Agreement. [The
Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the
extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement have been paid in full on or prior to the date hereof.] [The Company acknowledges that the Terminated
Borrowing Subsidiary shall continue to be a Borrower until such time as all Loans made to the Terminated Borrowing Subsidiary shall have been prepaid and all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees
(and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement shall have been paid in full, provided that the Terminated Borrowing Subsidiary
shall not have the right to make further Borrowings under the Credit Agreement.] 
 [Signature Page Follows] 

 

 1 








 This instrument shall be construed in accordance with and governed by the laws of the State
of New York. 
  

			
	Very truly yours,
	
	H.B. FULLER COMPANY
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Copy to:	 	JPMorgan Chase Bank, N.A.
		 	[131 South Dearborn Street
		 	Chicago, Illinois
60603]1


 

	1
	 JPMorgan to confirm. 


  

 2 








 EXHIBIT F 

[FORM OF] 

SUBSIDIARY GUARANTY 

GUARANTY 
 THIS
GUARANTY (this “Guaranty”) is made as of April 19, 2010, by and among each of the undersigned (the “Initial Guarantors” and along with any additional Subsidiaries of the Company which become parties to this
Guaranty by executing a supplement hereto in the form attached as Annex I, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Obligations (as defined below), under the Credit Agreement
referred to below. 
 WITNESSETH 

WHEREAS, H.B. FULLER COMPANY, a Minnesota corporation (the “Company”), the Foreign Subsidiary Borrowers parties thereto
(the “Foreign Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the institutions from time to time parties thereto as lenders (the “Lenders”), and JPMORGAN CHASE BANK, N.A., in
its capacity as contractual representative (the “Administrative Agent”) for itself and the other Lenders, have entered into a certain Credit Agreement dated as of April 19, 2010 (as the same may be amended, modified,
supplemented and/or restated, and as in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit and other financial accommodations to be made by the Lenders
to the Borrowers; 
 WHEREAS, it is a condition precedent to the initial extensions of credit by the Lenders under the Credit
Agreement that each of the Guarantors (constituting all of the Subsidiaries of the Company required to execute this Guaranty pursuant to Section 5.09 of the Credit Agreement) execute and deliver this Guaranty, whereby each of the Guarantors
shall guarantee the payment when due of all Obligations; and 
 WHEREAS, in consideration of the direct and indirect financial
and other support that the Borrowers have provided, and such direct and indirect financial and other support as the Borrowers may in the future provide, to the Guarantors, and in order to induce the Lenders and the Administrative Agent to enter into
the Credit Agreement, each of the Guarantors is willing to guarantee the Obligations of the Borrowers; 
 NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. Definitions. Terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the
respective meanings provided for therein. 
 SECTION 2. Representations, Warranties and Covenants. Each of the Guarantors
represents and warrants (which representations and warranties shall be deemed to have been renewed at the time of the making, conversion or continuation of any Loan or issuance of any Letter of Credit) that: 

 

 1 








 (A) It is a corporation, partnership or limited liability company duly and
properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation, organization or formation and has all requisite
authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent that the failure to have such authority could not reasonably be expected to have a Material Adverse Effect. 

(B) It (to the extent applicable) has the requisite power and authority and legal right to execute and deliver this
Guaranty and to perform its obligations hereunder. The execution and delivery by each Guarantor of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper proceedings, and this Guaranty constitutes
a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally. 
 (C) Neither the execution and delivery by it of this
Guaranty, nor the consummation by it of the transactions herein contemplated, nor compliance by it with the provisions hereof will (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or its
articles or certificate of incorporation (or equivalent charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management
agreement, as the case may be, or the provisions of any indenture, instrument or agreement to which any of the Borrowers or any of its Subsidiaries is a party or is subject, or by which it, or its property, is bound, or (ii) conflict with, or
constitute a default under, or result in, or require, the creation or imposition of any Lien in, of or on its property pursuant to the terms of, any such indenture, instrument or agreement (other than any Loan Document). No order, consent,
adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been
obtained by it, is required to be obtained by it in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect or enforceability against it of, this Guaranty. 

In addition to the foregoing, each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding under the
Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable each of the Borrowers to, fully comply with those covenants and agreements of such
Borrower applicable to such Guarantor set forth in the Credit Agreement. 
 SECTION 3. The Guaranty. Each of the
Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations,
including, without limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement
Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit
Agreement, any Swap Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower
contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of
Obligations”). Upon (x) the failure by any Borrower or any of its Affiliates, as applicable, to 
  

 2 








 
pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall
forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this
Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. 
 SECTION 4.
Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: 

(A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed
Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission
to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; 

(B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement or any other Loan Document,
including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; 

(C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration,
of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed
Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; 

(D) any change in the corporate, partnership or other existence, structure or ownership of any Borrower or any other
guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting such Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any
resulting release or discharge of any obligation of such Borrower or any other guarantor of any of the Guaranteed Obligations; 

(E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against any Borrower, any
other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall
prevent the assertion of any such claim by separate suit or compulsory counterclaim; 
 (F) the enforceability or
validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other
invalidity or unenforceability relating to or against any Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any other Loan Document, or any provision of
applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of
the Guaranteed Obligations; 
  

 3 








 (G) the failure of the Administrative Agent to take any steps to perfect and
maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; 

(H) the election by, or on behalf of, any one or more of the Holders of Obligations, in any proceeding instituted under
Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; 

(I) any borrowing or grant of a security interest by any Borrower, as debtor-in-possession, under Section 364 of the
Bankruptcy Code; 
 (J) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of
the claims of the Holders of Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; 

(K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation
hereof; or 
 (L) any other act or omission to act or delay of any kind by any Borrower, any other guarantor of
the Guaranteed Obligations, the Administrative Agent, any Holder of Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of any
Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty except as provided in Section 5. 

SECTION 5. Discharge Only Upon Payment In Full: Reinstatement In Certain Circumstances. Each of the Guarantors’ obligations
hereunder shall remain in full force and effect until all Guaranteed Obligations shall have been paid in full in cash and the Commitments and all Letters of Credit issued under the Credit Agreement shall have terminated or expired. If at any time
any payment of the principal of or interest on any Loan, any Reimbursement Obligation or any other amount payable by any Borrower or any other party under the Credit Agreement, any Swap Agreement or any other Loan Document is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, each of the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as though such payment had been due
but not made at such time. The parties hereto acknowledge and agree that each of the Guaranteed Obligations shall be due and payable in the same currency as such Guaranteed Obligation is denominated but if currency control or exchange regulations
are imposed in the country which issues such currency with the result such currency (the “Original Currency”) no longer exists or the relevant Guarantor is no able to make payment in such Original Currency, then all payments to be
made by such Guarantor hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of payment) of such payment due, it being the intention of the parties hereto that each Guarantor
takes all risks of the imposition of any such currency control or exchange regulations. 
 SECTION 6. General Waivers;
Additional Waivers. 
 (A) General Waivers. Each of the Guarantors irrevocably waives acceptance hereof,
presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations 
  

 4 








 
and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, any other
guarantor of the Guaranteed Obligations, or any other Person. 
 (B) Additional Waivers. Notwithstanding anything
herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives: 

(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; 

(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended
under the Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of
Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of any Borrower or of any other fact that might increase such Guarantor’s risk hereunder;
(e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Unmatured Default or Default; and (g) all other notices (except if such notice is
specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled; 

(iii) its right, if any, to require the Administrative Agent and the other Holders of Obligations to institute suit
against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Obligations has or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any
third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the other
Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; 

(iv) (a) any rights to assert against the Administrative Agent and the other Holders of Obligations any defense
(legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Obligations; (b) any
defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor;
(c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Obligations’
rights or remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Obligations of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and
the other Holders of Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of
Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or
delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and

  

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 (v) any defense arising by reason of or deriving from (a) any claim or
defense based upon an election of remedies by the Administrative Agent and the other Holders of Obligations; or (b) any election by the Administrative Agent and the other Holders of Obligations under Section 1111(b) of Title 11 of the
United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. 

SECTION 7. Subordination of Subrogation; Subordination of Intercompany Indebtedness. 

(A) Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly
paid in full in cash, the Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waive any right to enforce any remedy which the Holders of Obligations, the Issuing Bank or the Administrative
Agent now have or may hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and the Guarantors waive any benefit of, and any right to participate in, any security or
collateral given to the Holders of Obligations, the Issuing Bank and the Administrative Agent to secure the payment or performance of all or any part of the Guaranteed Obligations or any other liability of any Borrower to the Holders of Obligations
or the Issuing Bank. Should any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, each Guarantor hereby expressly and irrevocably (A) subordinates any and all rights at law or in equity to subrogation,
reimbursement, exoneration, contribution, indemnification or set off that such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (B) waives any and all defenses available to a surety, guarantor or
accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the other Holders of Obligations and
shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the other Holders of Obligations and their respective successors and assigns are intended third
party beneficiaries of the waivers and agreements set forth in this Section 7(a). 
 (B) Subordination of
Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as
hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of
all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal, interest and other amounts from any Obligor with respect to Intercompany Indebtedness.
Notwithstanding any right of any Guarantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of
any other Obligor shall be and are subordinated to the rights of the Holders of Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether
by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document or any Swap Agreement have been terminated. If all or
any part 
  

 6 








 
of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or
involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the
assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property,
which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of
the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable
Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among any
Borrower and the Holders of Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the
Holders of Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held
in trust by the Guarantor as the property of the Holders of Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably
authorized to make the same. Each Guarantor agrees that, except as otherwise permitted by the Credit Agreement, until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all
financing arrangements pursuant to any Loan Document among any Borrower and the Holders of Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or
may have against any Obligor 
 SECTION 8. Contribution with Respect to Guaranteed Obligations. 

(A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the
aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate
Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination of the Credit Agreement and the
Swap Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect
immediately prior to such Guarantor Payment. 
 (B) As of any date of determination, the “Allocable
Amount” of any Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such Guarantor under this Guaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the
Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. 
  

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 (C) This Section 8 is intended only to define the relative rights of
the Guarantors, and nothing set forth in this Section 8 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms
of this Guaranty. 
 (D) The parties hereto acknowledge that the rights of contribution and indemnification
hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing. 

(E) The rights of the indemnifying Guarantors against other Guarantors under this Section 8 shall be exercisable upon
the full and indefeasible payment of the Guaranteed Obligations in cash and the termination of the Credit Agreement and the Swap Agreements. 

SECTION 9. Stay of Acceleration. If acceleration of the time for payment of any amount payable by any Borrower under the Credit
Agreement, any Swap Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of such Borrower, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, any Swap Agreement or
any other Loan Document shall nonetheless be payable by each of the Guarantors hereunder forthwith on demand by the Administrative Agent. 

SECTION 10. Notices. All notices, requests and other communications to any party hereunder shall be given in the manner prescribed
in Article IX of the Credit Agreement with respect to the Administrative Agent at its notice address therein and with respect to any Guarantor, in care of the Company at the address of the Company set forth in the Credit Agreement or such other
address or telecopy number as such party may hereafter specify for such purpose by notice to the Administrative Agent in accordance with the provisions of such Article IX. 

SECTION 11. No Waivers. No failure or delay by the Administrative Agent or any other Holder of Obligations in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies
provided in this Guaranty, the Credit Agreement, any Swap Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law. 

SECTION 12. Successors and Assigns. This Guaranty is for the benefit of the Administrative Agent and the other Holders of
Obligations and their respective successors and permitted assigns; provided, that no Guarantor shall have any right to assign its rights or obligations hereunder without the consent of all of the Lenders, and any such assignment in violation of this
Section 12 shall be null and void; and in the event of an assignment of any amounts payable under the Credit Agreement, any Swap Agreement or the other Loan Documents in accordance with the respective terms thereof, the rights hereunder, to the
extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Guaranty shall be binding upon each of the Guarantors and their respective successors and assigns. 

SECTION 13. Changes in Writing. Other than in connection with the addition of additional Subsidiaries, which become parties hereto
by executing a supplement hereto in the form attached as Annex I, neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each of the Guarantors and the Administrative
Agent with the consent of the Required Lenders under the Credit Agreement. 
  

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 SECTION 14. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
 SECTION 15. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL;
IMMUNITY. 
 (A) CONSENT TO JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GUARANTOR AGAINST THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY OR
ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN THE CITY OF NEW YORK. 
 (B) EACH GUARANTOR WHICH IS
A FOREIGN SUBSIDIARY (A “FOREIGN GUARANTOR”) IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY, AS ITS AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUIT, ACTION OR
PROCEEDING OF THE NATURE REFERRED TO IN CLAUSE (A) ABOVE. SAID DESIGNATION AND APPOINTMENT SHALL BE IRREVOCABLE BY EACH SUCH FOREIGN GUARANTOR UNTIL ALL GUARANTEED OBLIGATIONS PAYABLE BY SUCH FOREIGN GUARANTOR HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS SHALL HAVE BEEN PAID IN FULL IN ACCORDANCE WITH THE PROVISIONS HEREOF AND THEREOF. EACH FOREIGN GUARANTOR HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN CLAUSE (A) ABOVE BY
SERVICE OF PROCESS UPON THE COMPANY AS PROVIDED IN THIS CLAUSE (B); PROVIDED THAT, TO THE EXTENT LAWFUL AND POSSIBLE, NOTICE OF SAID SERVICE UPON SUCH AGENT SHALL BE MAILED BY REGISTERED OR CERTIFIED AIR MAIL, POSTAGE PREPAID, RETURN RECEIPT
REQUESTED, TO THE COMPANY OR TO ANY OTHER ADDRESS OF WHICH SUCH FOREIGN GUARANTOR SHALL HAVE GIVEN WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT (WITH A COPY THEREOF TO THE COMPANY). EACH FOREIGN GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ALL CLAIM OF ERROR BY REASON OF ANY SUCH SERVICE IN SUCH MANNER AND AGREES THAT SUCH SERVICE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH FOREIGN GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING AND
SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID AND PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH FOREIGN GUARANTOR. NOTHING HEREIN WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW. 
  

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 (C) WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER AND FURTHER WAIVES ANY RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY IN SUCH ACTION. 

(D) TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
GUARANTY. 
 SECTION 16. No Strict Construction. The parties hereto have participated jointly in the negotiation and
drafting of this Guaranty. In the event an ambiguity or question of intent or interpretation arises, this Guaranty shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this Guaranty. 
 SECTION 17. Taxes, Expenses of
Enforcement, etc. 
 (A) Taxes. 

(i) All payments by any Guarantor to or for the account of any Lender, the Issuing Bank, the Administrative Agent or any
other Holder of Obligations hereunder or under any promissory note or application for a Letter of Credit shall be made free and clear of and without deduction for any and all Taxes (other than Excluded Taxes). If any Guarantor shall be required by
law to deduct any Taxes (other than Excluded Taxes) from or in respect of any sum payable hereunder to any Lender, the Issuing Bank, the Administrative Agent or any other Holder of Obligations, (a) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 17(A)) such Lender, the Issuing Bank, the Administrative Agent or any other Holder of Obligations (as the case
may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) such Guarantor shall make such deductions, (c) such Guarantor shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) such Guarantor shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within thirty (30) days after such payment is made. 

(ii) In addition, the Guarantors hereby agree to pay any present or future stamp or documentary taxes and any other excise
or property taxes, charges or similar levies which arise from any payment made hereunder or under any promissory note or application for a Letter of Credit or from the execution or delivery of, or otherwise with respect to, this Guaranty or any
promissory note or application for a Letter of Credit (“Other Taxes”). 
  

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 (iii) The Guarantors hereby agree to indemnify the Administrative Agent, the
Issuing Bank, each Lender and any other Holder of Obligations for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 17(A), but in any event excluding
all Excluded Taxes) paid by the Administrative Agent, the Issuing Bank, such Lender or such other Holder of Obligations and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within thirty (30) days of the date the Administrative Agent, the Issuing Bank, such Lender or such other Holder of Obligations makes demand therefor. 

(iv) By accepting the benefits hereof, each Foreign Lender agrees that it will comply with Section 2.17(e) of the
Credit Agreement. 
 (B) Expenses of Enforcement, Etc. Subject to the terms of the Credit Agreement, after the
occurrence of an Event of Default under the Credit Agreement, the Lenders shall have the right at any time to direct the Administrative Agent to commence enforcement proceedings with respect to the Guaranteed Obligations. The Guarantors agree to
reimburse the Administrative Agent and the other Holders of Obligations for any reasonable costs and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent and the other Holders
of Obligations, which attorneys may be employees of the Administrative Agent or the other Holders of Obligations) paid or incurred by the Administrative Agent or any other Holder of Obligations in connection with the collection and enforcement of
amounts due under the Loan Documents, including without limitation this Guaranty. The Administrative Agent agrees to distribute payments received from any of the Guarantors hereunder to the other Holders of Obligations on a pro rata basis for
application in accordance with the terms of the Credit Agreement. 
 SECTION 18. Setoff. At any time after all or any
part of the Guaranteed Obligations have become due and payable (by acceleration or otherwise), each Holder of Obligations (including the Administrative Agent) may, without notice to any Guarantor and regardless of the acceptance of any security or
collateral for the payment hereof, appropriate and apply in accordance with the terms of the Credit Agreement toward the payment of all or any part of the Guaranteed Obligations (i) any indebtedness due or to become due from such Holder of
Obligations or the Administrative Agent to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held by or coming into the possession of such Holder of Obligations (including the Administrative
Agent) or any of their respective affiliates. 
 SECTION 19. Financial Information. Each Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of each of the Borrowers and any and all endorsers and/or other Guarantors of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk
of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that none of the Holders of Obligations (including the Administrative Agent) shall have any duty to advise such
Guarantor of information known to any of them regarding such condition or any such circumstances. In the event any Holder of Obligations (including the Administrative Agent), in its sole discretion, undertakes at any time or from time to time to
provide any such information to a Guarantor, such Holder of Obligations (including the Administrative Agent) shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose any
information which such Holder of Obligations (including the Administrative Agent), pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of
such information or any other information to such Guarantor. 
  

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 SECTION 20. Severability. Wherever possible, each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions of this Guaranty. 
 SECTION 21. Merger.
This Guaranty represents the final agreement of each of the Guarantors with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or subsequent oral agreements, between the Guarantor
and any Holder of Obligations (including the Administrative Agent). 
 SECTION 22. Headings. Section headings in this
Guaranty are for convenience of reference only and shall not govern the interpretation of any provision of this Guaranty. 

SECTION 23. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from
any Guarantor hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding
that on which final, non-appealable judgment is given. The obligations of each Guarantor in respect of any sum due hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that
on the Business Day following receipt by any Holder of Obligations (including the Administrative Agent), as the case may be, of any sum adjudged to be so due in such other currency such Holder of Obligations (including the Administrative Agent), as
the case may be, may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Holder of
Obligations (including the Administrative Agent), as the case may be, in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify
such Holder of Obligations (including the Administrative Agent), as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Holder of Obligations (including the
Administrative Agent), as the case may be, in the specified currency and (b) amounts shared with other Holders of Obligations as a result of allocations of such excess as a disproportionate payment to such other Holder of Obligations under
Section 2.18 of the Credit Agreement, such Holder of Obligations (including the Administrative Agent), as the case may be, agrees, by accepting the benefits hereof, to remit such excess to such Guarantor. 

Remainder of Page Intentionally Blank. 
  

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 IN WITNESS WHEREOF, each of the Initial Guarantors has caused this Guaranty to be duly
executed by its authorized officer as of the day and year first above written. 
  

			
	SPECIALTY CONSTRUCTION BRANDS, INC.
		
	By:	 	  

	Name:
	Title:


  

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 Acknowledged and Agreed 

as of the date first above written: 
  

			
	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent
		
	By:	 	  

	Name:
	Title:

  

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 ANNEX I TO GUARANTY 

Reference is hereby made to the Guaranty (the “Guaranty”) made as of April 19, 2010 by and among SPECIALTY
CONSTRUCTION BRANDS, INC. (the “Initial Guarantors” and along with any additional Subsidiaries of the Company, which become parties thereto and together with the undersigned, the “Guarantors”) in favor of the
Administrative Agent, for the ratable benefit of the Holders of Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the
undersigned [NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited liability company], agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party thereto. By its
execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in Section 2 of the Guaranty are true and correct in all respects as of the date hereof. 

IN WITNESS WHEREOF, [NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited liability company] has executed and delivered this
Annex I counterpart to the Guaranty as of this              day of             ,
20        . 
  

			
	[NAME OF NEW GUARANTOR]
		
	By:	 	  

	Its:	 	


  

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