EX-10.1






This




CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise
modified, this “Agreement”) is made effective as of July 13, 2007, among the following:




(i) NORDSON CORPORATION, an Ohio corporation (“Nordson”, together with each Foreign
Borrower, as hereinafter defined, collectively, “Borrowers” and individually, each a
“Borrower”);




(ii) the financial institutions from time to time a party hereto (including any such
institution that becomes a party hereto pursuant to Section 10.10 hereof, collectively,
“Banks”, and individually each a “Bank”);




(iii) KEYBANK NATIONAL ASSOCIATION, as Co-Lead Arranger and Administrative Agent for
the Banks under this Agreement (in such capacity as Administrative Agent, “Agent”);




(iv) J.P. MORGAN SECURITIES INC., as a Co-Lead Arranger; and




(v) JPMORGAN CHASE BANK, N.A., as Syndication Agent;



WITNESSETH:




WHEREAS, Borrowers and the Banks desire to contract for the establishment of credits in the
aggregate principal amounts hereinafter set forth, to be made available to Borrowers upon the terms
and subject to the conditions hereinafter set forth;



NOW, THEREFORE, it is mutually agreed as follows:



ARTICLE I.




DEFINITIONS




Section 1.01 Definitions. As used in this Agreement, the following terms shall have
the following meanings:



“Acquisition” shall mean any transaction or series of related transactions for the purpose of
or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the
assets of any Person, or any business or division of any Person, (b) the acquisition of in excess
of fifty percent (50%) of the stock (or other equity interest) of any Person, or (c) the
acquisition of another Person (other than a Company) by a merger or consolidation or any other
combination with such Person.



“Adjusted LIBOR Rate” shall mean a rate per annum equal to the quotient obtained (rounded
upwards, if necessary, to the nearest 1/100th of 1%) by dividing (a) the applicable LIBOR Rate by
(b) 1.00 minus the Reserve Percentage.



“Advantage” shall mean any payment (whether made voluntarily or involuntarily, by offset of
any deposit or other indebtedness or otherwise) received by any Bank in respect of the Debt, if
such payment results in that Bank having less than its pro rata share of the Debt then outstanding,
than was the case immediately before such payment.



“Affiliate” shall mean, with respect to any specified Person, any other Person that, directly
or indirectly, controls, is controlled by or is under common control with such specified Person and
“control” (including the correlative meanings, the terms “controlling”, “controlled by” and “under
common control with”) shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such specified Person, whether through the
ownership of voting securities, by contract or otherwise.



“Agent Fee Letter” shall mean the Agent Fee Letter, dated as of the Closing Date, between
Nordson and Agent.



“Agreement” shall have the meaning provided in the first paragraph hereof.



“Alternate Currency” shall mean Euros, Pounds Sterling, Japanese Yen or any other currency,
other than Dollars, agreed to by Agent in consultation with the Banks that is freely transferable
and convertible into Dollars.



“Alternate Currency Loan” shall mean a Loan that is denominated in an Alternate Currency on
which Borrowers shall pay interest at a rate based on the Adjusted LIBOR Rate.



“Anti-Terrorism Law” shall mean the USA Patriot Act or any other law pertaining to the
prevention of future acts of terrorism, in each case as such law may be amended from time to time.



“Applicable Facility Fee Rate” shall mean:




(a) for the period from the Closing Date until the first adjustment date
pursuant to clause (b) hereafter, 10.00 basis points; and




(b) commencing with the financial statements for FQE July 31, 2007, the number
of basis points set forth in the following matrix, based upon the result of the
computation of the Leverage Ratio, shall be used to establish the number of basis
points that will go into effect on October 1, 2007




and thereafter:



	 	 	 
	Leverage Ratio	 	Facility Fee Rate
	Greater than 3.25 to 1.00

	 	17.50 basis points
	 

	 	 
	Greater than 2.75 to 1.00, but less than or equal

to 3.25 to 1.00

	 	

15.00 basis points
	 

	 	 
	Greater than 2.25 to 1.00, but less than or equal

to 2.75 to 1.00

	 	

12.50 basis points
	 

	 	 
	Greater than 1.75 to 1.00, but less than or equal

to 2.25 to 1.00

	 	

10.00 basis points
	 

	 	 
	Greater than 1.25 to 1.00, but less than or equal

to 1.75 to 1.00

	 	

8.00 basis points
	 

	 	 
	Less than or equal to 1.25 to 1.00

	 	7.00 basis points
	 

	 	 






Changes to the Applicable Facility Fee Rate shall be effective on the first day of the month
following the date upon which Agent received, or, if earlier, should have received, pursuant to
Section 5.02 (a) and (b) hereof, the financial statements of the Companies. The above matrix does
not modify or waive, in any respect, the requirements of Section 5.06 hereof, the rights of Agent
and the Banks to charge the Default Rate, or the rights and remedies of Agent and the Banks
pursuant to Articles VII and VIII hereof.



“Applicable Margin” shall mean:




(a) for the period from the Closing Date until the first adjustment date
pursuant to clause (b) hereafter, 40.00 basis points; and




(b) commencing with the financial statements for FQE July 31, 2007, the number of basis
points set forth in the following matrix, based upon the result of the computation of the
Leverage Ratio, shall be used to establish the number of basis points that will go into
effect on October 1, 2007 and thereafter:



	 	 	 
	Leverage Ratio	 	Applicable Margin
	Greater than 3.25 to 1.00

	 	72.50 basis points
	 

	 	 
	Greater than 2.75 to 1.00, but less than or equal

to 3.25 to 1.00

	 	

60.00 basis points
	 

	 	 
	Greater than 2.25 to 1.00, but less than or equal

to 2.75 to 1.00

	 	

47.50 basis points
	 

	 	 
	Greater than 1.75 to 1.00, but less than or equal

to 2.25 to 1.00

	 	

40.00 basis points
	 

	 	 
	Greater than 1.25 to 1.00, but less than or equal

to 1.75 to 1.00

	 	

32.00 basis points
	 

	 	 
	Less than or equal to 1.25 to 1.00

	 	28.00 basis points
	 

	 	 






Changes to the Applicable Margin shall be effective on the first day of the month following the
date upon which Agent received, or, if earlier, Agent should have received, pursuant to Section
5.02 (a) and (b) hereof, the financial statements of the Companies. The above matrix does not
modify or waive, in any respect, the requirements of Section 5.06 hereof, the rights of Agent and
the Banks to charge the Default Rate, or the rights and remedies of Agent and the Banks pursuant to
Articles VII and VIII hereof.



“Assignment Agreement” shall mean an Assignment and Assumption Agreement in the form of the
attached Exhibit E.



“Augmenting Bank” has the meaning provided in Section 2.07(b) hereof.



“Bank” has the meaning set forth in the first paragraph of this Agreement and, in the case of
any bank who elects to make Loans to a Foreign Borrower through a branch or affiliate in accordance
with Section 3.06 hereof, the term “Bank” shall include such branch or affiliate where appropriate.



“Base Rate” shall mean a rate per annum equal to the greater of (a) the Prime Rate or
(b) one-half of one percent (1/2%) in excess of the Federal Funds Effective Rate. Any change in the
Base Rate shall be effective immediately from and after such change in the Base Rate.



“Base Rate Loan” shall mean a Loan described in Section 2.01 hereof on which Borrowers shall
pay interest at a rate based on the Base Rate.



“Business Day” shall mean a day of the year on which banks are not required or authorized to
close in Cleveland, Ohio, and, if the applicable Business Day relates to any Eurodollar Loan, on
which dealings are carried on in the London interbank eurodollar market, and, if the applicable
Business Day relates to any Alternate Currency Loan, on which commercial banks are open for
international business (including the clearing of currency transfer in the relevant Alternate
Currency) in the principal financial center of the home country of such Alternate Currency.



“Capital Distribution” shall mean a payment made, liability incurred or other consideration
given for the purchase, acquisition, redemption or retirement of any capital stock or other equity
interest of any Company or as a dividend, return of capital or other distribution (other than any
stock dividend, stock split or other equity distribution payable only in capital stock or other
equity of the Company in question) in respect of any Company’s capital stock or other equity
interest, including, but not limited to, any Share Repurchase.



“Cash Equivalent” shall mean (a) any debt instrument that would be deemed a cash equivalent in
accordance with GAAP and that has an investment grade rating from Moody’s, S&P and/or another
nationally recognized rating agency; (b) fully collateralized repurchase agreements entered into
with any financial institution that has an investment grade rating from Moody’s, S&P and/or another
nationally recognized rating agency, having a term of not more than 90 days and covering securities
described in clause (a) above; (c) investments in money market funds substantially all the assets
of which are comprised of securities of the types described in clause (a) above or in other
securities having an investment grade rating from Moody’s, S&P and/or another nationally recognized
rating agency; (d) investments in money market funds access to which is provided as part of “sweep”
accounts maintained with a financial institution that has an investment grade rating from Moody’s,
S&P, another nationally recognized rating agency or the foreign equivalent thereof; (e) investments
in tax exempt bonds and notes that (i) “re-set” interest rates not less frequently than quarterly,
(ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer,
and (iii) whose principal and accrued interest are guaranteed or payment of which is assured by an
organization that has an investment grade rating from Moody’s, S&P and/or another nationally
recognized ratings agency, or the foreign equivalent thereof; and (f) investments in pooled funds
or investment accounts consisting of investments of the nature described in the foregoing clause
(e).



“Change in Control” shall mean (a) the acquisition of, or, if earlier, the shareholder or
director approval of the acquisition of, ownership or voting control, directly or indirectly,
beneficially or of record, on or after the Closing Date, by any Person or group (within the meaning
of Rule 13d-3 of the Exchange Act) other than the Current Management Team, of shares representing
more than fifty percent (50%) of the aggregate ordinary Voting Power represented by the issued and
outstanding capital stock of Nordson; (b) the occupation of a majority of the seats (other than
vacant seats) on the board of directors of Nordson by persons who were neither (i) nominated by the
board of directors of Nordson nor (ii) appointed by directors so nominated; or (c) the occurrence
of a change in control, or other similar provision, as defined in any Material Indebtedness
Agreement.



“CIP Regulations” shall mean the meaning provided in Section 9.11 hereof.



“Closing Date” shall mean the effective date of this Agreement, which date is July 13, 2007.



“Code” shall mean the Internal Revenue Code of 1986, as amended, together with the rules and
regulations promulgated thereunder.



“Commitment” shall mean the obligation hereunder of the Banks to make Revolving Loans during
the Commitment Period pursuant to the Revolving Commitments up to the Total Commitment Amount.



“Commitment Percentage” shall mean, at any time for any Bank, a percentage obtained by
dividing such Bank’s Revolving Commitment by the Total Commitment Amount. The Commitment
Percentage for each Bank as of the Closing Date is set forth opposite such Bank’s name under the
column headed “Commitment Percentage” as described in Schedule 1 hereto.



“Commitment Period” shall mean the period from the Closing Date to July 12, 2012, or such
earlier date on which the Commitment shall have been terminated pursuant to Article VIII hereof.



“Company” shall mean a Borrower or a Subsidiary.



“Companies” shall mean all Borrowers and all Subsidiaries.



“Compliance Certificate” shall mean a certificate, substantially in the form of the attached
Exhibit D.



“Consideration” shall mean, in connection with an Acquisition, the aggregate consideration
paid, including borrowed funds, cash, the issuance of securities or notes, the assumption or
incurring of liabilities (direct or contingent), the payment, in excess of fair and reasonable
amounts, of consulting fees or fees for a covenant not to compete and any other consideration paid
for the purchase.



“Consolidated” shall mean the resultant consolidation of the financial statements of Nordson
and its Subsidiaries in accordance with GAAP, including principles of consolidation consistent with
those applied in preparation of the consolidated financial statements referred to in Section 6.13
hereof.



“Consolidated Depreciation and Amortization Charges” shall mean, for any period, the aggregate
of all depreciation and amortization charges for fixed assets, leasehold improvements and general
intangibles (specifically including goodwill) as well as impairments thereof and any losses traced
to the write-off of goodwill, fixed assets, leasehold improvements and general intangibles
associated with the disposal or exiting of a business of any Company for such period, all as
determined on a Consolidated basis and in accordance with GAAP.



“Consolidated EBIT” shall mean, for any period, on a Consolidated basis and in accordance with
GAAP, Consolidated Net Earnings for such period plus the aggregate amounts deducted in determining
such Consolidated Net Earnings in respect of (a) income taxes, (b) Consolidated Interest Expense,
(c) any non-cash charges taken in accordance with GAAP, (d) any non-cash charges relating to
annual costs associated with expensing Nordson’s employee stock option program if Nordson is
required or chooses to do so, and (e) any non-cash charges.



“Consolidated EBITDA” shall mean, for any period, on a Consolidated basis and in accordance
with GAAP, Consolidated EBIT plus Consolidated Depreciation and Amortization Charges.



“Consolidated Interest Expense” shall mean, for any period, the interest expense of Nordson
for such period, as determined on a Consolidated basis and in accordance with GAAP, and shall
include that portion of the expenses of a Permitted Receivables Facility that would be the
equivalent to interest expense if a Company obtained funding in a manner that would give rise to
interest expense, in an amount approximately equal to the amount of the Permitted Receivables
Facility.



“Consolidated Net Earnings” shall mean, for any period, the net income (loss) of Nordson for
such period, as determined on a Consolidated basis and in accordance with GAAP.



“Consolidated Total Assets” shall mean the book value of all assets of the Companies, as
determined on a Consolidated basis and in accordance with GAAP, based upon the financial statements
of Nordson for the most recently completed fiscal quarter.



“Consolidated Trailing EBITDA” shall mean the sum of (a) Consolidated EBITDA, plus (b)(i)
without duplication, the EBITDA of Companies acquired by Nordson and its Subsidiaries during the
most recently completed four (4) fiscal quarters to the extent that such EBITDA of Companies
acquired is confirmed by audited financial or other information (which other information need not
be audited or auditable) satisfactory to Agent, minus (ii) the EBITDA of Companies disposed of by
Nordson and its Subsidiaries during the most recently completed four (4) fiscal quarters; provided,
however, that, non-recurring gains shall be excluded from the determination of Consolidated
Trailing EBITDA.



“Consolidated Trailing Interest Expense” shall mean the sum of (a) Consolidated Interest
Expense, plus (b)(i) without duplication, the interest expense of Companies acquired by Nordson and
its Subsidiaries during the most recently completed four (4) fiscal quarters to the extent that
such interest expense of Companies acquired is confirmed by audited financial or other information
(which other information need not be audited or auditable) satisfactory to Agent, minus (ii) the
interest expense of Companies disposed of by Nordson and its Subsidiaries during the most recently
completed four (4) fiscal quarters.



“Consolidated Trailing Net Earnings” shall mean the sum of (a) Consolidated Net Earnings, plus
(b)(i) without duplication, the Net Earnings of Companies acquired by Nordson and its Subsidiaries
during the most recently completed four (4) fiscal quarters to the extent that such Net Earnings of
such Companies acquired is confirmed by audited financial or other information (which other
information need not be audited or auditable) satisfactory to Agent, minus (ii) the Net Earnings of
Companies disposed of by Nordson and its Subsidiaries during the most recently completed four (4)
fiscal quarters.



“Controlled Group” shall mean a Company and each Person required to be aggregated with a
Company under Code Sections 414(b), (c), (m) or (o).



“Current Management Team” shall mean any group comprised of the chief executive officer, the
chief operating officer, the chief financial officer and other senior management of Nordson (or any
combination thereof) as in place on the Closing Date, and their respective spouses and children
(and/or trusts of which the only beneficiaries are such members of senior management and their
respective spouses and children) or any “group” (within the meaning of Rule 13d under the Exchange
Act) that includes at least three (3) of such members of senior management, together with their
“affiliates” and “associates” (within the meaning of Rule 12b-2 under the Exchange Act).



“Debt” shall mean, collectively, all Indebtedness incurred by any Borrower to Agent and the
Banks pursuant to this Agreement and includes the principal amount of and interest (including any
interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allocable in such proceeding) on all Loans and each
extension, renewal or refinancing thereof in whole or in part, the facility fees, other fees and
any prepayment fees and other amounts payable hereunder.



“Default” shall mean an event or condition that constitutes, or with the lapse of any
applicable grace period or the giving of notice or both would constitute, an Event of Default and
that has not been waived by the Required Banks (or, if required, all of the Banks) in writing.



“Default Rate” shall mean, with respect to any Loan, a rate per annum equal to two percent
(2%) in excess of the rate otherwise applicable thereto, and, with respect to any other amount, if
no rate is specified or available, then two percent (2%) in excess of the Base Rate.



“Depreciation and Amortization Charges” shall mean, with respect to any Person for any period,
in accordance with GAAP, the aggregate of all such charges for fixed assets, leasehold improvements
and general intangibles (specifically including goodwill) of such Person as well as impairments
thereof and any losses traced to the write-off of goodwill, fixed assets, leasehold improvements
and general intangibles associated with the disposal or exiting of a business by such Person for
such period.



“Derived Fixed Rate” shall mean (a) with respect to a Eurodollar Loan, a rate per annum equal
to the sum of the Applicable Margin (from time to time in effect) plus the Adjusted LIBOR Rate
applicable to Eurodollars, or (b) with respect to an Alternate Currency Loan, a rate per annum
equal to the sum of the Applicable Margin (from time to time in effect) plus the Adjusted LIBOR
Rate applicable to the relevant Alternate Currency.



“Derived Swing Loan Rate” shall mean a rate per annum equal to (a) Agent’s costs of funds as
quoted to Nordson by Agent and agreed to by Nordson, plus (b) the Applicable Margin (from time to
time in effect).



“Dollar” and the sign “$” shall mean lawful money of the United States of America.



“Dollar Equivalent” of (a) an Alternate Currency Loan, shall mean the Dollar equivalent of the
amount of such Alternate Currency Loan, determined by Agent on the basis of its spot rate at
approximately 11:00 A.M. London time on the date two (2) Business Days before the date of such
Alternate Currency Loan, for the purchase of the relevant Alternate Currency with Dollars for
delivery on the date of such Alternate Currency Loan, and (b) any other amount, shall mean the
Dollar equivalent of such amount, determined by Agent on the basis of its spot rate at
approximately 11:00 A.M. London time on the date for which the Dollar equivalent amount of such
amount is being determined, for the purchase of the relevant Alternate Currency with Dollars for
delivery on such date; provided, however, that, in calculating the Dollar Equivalent for purposes
of determining (i) a Borrower’s obligation to prepay Loans pursuant to Section 2.09 hereof, or (ii)
a Borrower’s ability to request additional Loans pursuant to the Commitment, Agent may, in its
discretion, on any Business Day (prior to payment in full of the Debt) selected by Agent, calculate
the Dollar Equivalent of each such Loan. Agent shall notify Borrowers of the Dollar Equivalent of
such Alternate Currency Loan or any other amount at the time that Dollar Equivalent is determined.



“Domestic Company” shall mean Nordson or a Domestic Subsidiary.



“Domestic Subsidiary” shall mean a Subsidiary that is not a Foreign Subsidiary.



“EBITDA” shall mean, for any period, in accordance with GAAP, Net Earnings for such period,
plus the aggregate amounts deducted in determining such Net Earnings in respect of (a) income
taxes, (b) interest expense, and (c) Depreciation and Amortization Charges.



“Environmental Laws” shall mean all provisions of law, statutes, ordinances, rules,
regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and
standards promulgated by the government of the United States of America or any other applicable
country or sovereignty or by any state or municipality thereof or by any court, agency,
instrumentality, regulatory authority or commission of any of the foregoing concerning health,
safety and protection of, or regulation of the discharge of substances into, the environment.



“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated pursuant thereto.



“ERISA Event” shall mean (a) the existence of a condition or event with respect to an ERISA
Plan that presents a risk of the imposition of an excise tax or any other liability on a Company or
of the imposition of a Lien on the assets of a Company; (b) the engagement by a Controlled Group
member in a non-exempt “prohibited transaction” (as defined under ERISA Section 406 or Code Section
4975) or a breach of a fiduciary duty under ERISA that could result in liability to a Company; (c)
the application by a Controlled Group member for a waiver from the minimum funding requirements of
Code Section 412 or ERISA Section 302 or a Controlled Group member is required to provide security
under Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a Reportable Event with
respect to any Pension Plan as to which notice is required to be provided to the PBGC; (e) the
withdrawal by a Controlled Group member from a Multiemployer Plan in a “complete withdrawal” or a
“partial withdrawal” (as such terms are defined in ERISA Sections 4203 and 4205, respectively); (f)
the involvement of, or occurrence or existence of any event or condition that makes likely the
involvement of, a Multiemployer Plan in any reorganization under ERISA Section 4241; (g) the
failure of an ERISA Plan (and any related trust) that is intended to be qualified under Code
Sections 401 and 501 to be so qualified or the failure of any “cash or deferred arrangement” under
any such ERISA Plan to meet the requirements of Code Section 401(k); (h) the taking by the PBGC of
any steps to terminate a Pension Plan or appoint a trustee to administer a Pension Plan, or the
taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a
Controlled Group member or an ERISA Plan to satisfy any requirements of law applicable to an ERISA
Plan; (j) the commencement, existence or threatening of a claim, action, suit, audit or
investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any
incurrence by or any expectation of the incurrence by a Controlled Group member of any liability
for post-retirement benefits under any Welfare Plan, other than as required by ERISA Section 601,
et. seq. or Code Section 4980B, that, as to (a) through (k) above, would reasonably
be likely to have or result in a Material Adverse Effect.



“ERISA Plan” shall mean an “employee benefit plan” (within the meaning of ERISA Section 3(3))
that a Controlled Group member at any time sponsors, maintains, contributes to, has liability with
respect to or has an obligation to contribute to such plan.



“Eurocurrency Liabilities” shall have the meaning assigned to that term in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to time.



“Eurodollar” shall mean a Dollar denominated deposit in a bank or branch outside of the United
States.



“Eurodollar Loan” shall mean a Loan described in Section 2.01 hereof on which Borrowers shall
pay interest at a rate based upon the Adjusted LIBOR Rate applicable to Eurodollars.



“Event of Default” shall mean an event or condition that constitutes an event of default as
defined in Article VII hereof.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



“Existing Credit Agreement” shall have the meaning provided in Section 4.07 hereof.



“Federal Funds Effective Rate” shall mean, for any day, the rate per annum (rounded upward to
the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank
of New York (or any successor) on such day as being the weighted average of the rates on overnight
federal funds transactions arranged by federal funds brokers on the previous trading day, as
computed and announced by such Federal Reserve Bank (or any successor) in substantially the same
manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the
“Federal Funds Effective Rate” as of the Closing Date.



“Financial Officer” shall mean any of the following officers: chief executive officer,
president, vice president-finance, chief financial officer, controller or treasurer. Unless
otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a
Financial Officer of Nordson.



“Fixed Rate Loan” shall mean a Eurodollar Loan or an Alternate Currency Loan.



“Foreign Borrower” shall mean any Wholly-Owned Subsidiary of Nordson that is also a Foreign
Subsidiary of Nordson, that, on or after the Closing Date, has satisfied, in the opinion of the
Agent, the requirements of Section 2.03 hereof.



“Foreign Borrower Borrowing Limit” shall mean, at any time, One Hundred Fifty Million Dollars
($150,000,000) (or its Dollar Equivalent in Alternate Currency).



“Foreign Subsidiary” shall mean a Subsidiary that is organized outside of the United States.



“FQE April 30” shall mean, for any fiscal year of Nordson, Nordson’s fiscal quarter of such
year ending on or about April 30.



“FQE January 31” shall mean, for any fiscal year of Nordson, Nordson’s fiscal quarter of such
year ending on or about January 31.



“FQE July 31” shall mean, for any fiscal year of Nordson, Nordson’s fiscal quarter of such
year ending on or about July 31.



“FQE October 31” shall mean, for any fiscal year of Nordson, Nordson’s fiscal quarter of such
year ending on or about October 31.



“GAAP” shall mean U.S. generally accepted accounting principles as then in effect, which shall
include the official interpretations thereof by the Financial Accounting Standards Board, applied,
where appropriate, in a manner consistent with the past accounting practices and procedures of
Nordson.



“Guarantor” shall mean a Person that pledges its credit or property in any manner for the
payment or other performance of the indebtedness, contract or other obligation of another and
includes (without limitation) any guarantor (whether of payment or of collection), surety,
co-maker, endorser or Person that agrees conditionally or otherwise to make any purchase, loan or
investment in order thereby to enable another to prevent or correct a default of any kind.



“Guarantor of Payment” shall mean any Company that executes and delivers a Guaranty of Payment
on or after the Closing Date, or any other Person that shall deliver a Guaranty of Payment to Agent
on or after the Closing Date in connection with this Agreement.



“Guaranty of Payment” shall mean each Guaranty of Payment of Debt, executed and delivered on
or after the Closing Date in connection herewith by the Guarantors of Payment, as the same may from
time to time be amended, restated or otherwise modified.



“Increasing Bank” has the meaning provided in Section 2.07(b) hereof.



“Indebtedness” shall mean, for any Company (excluding in all cases trade payables payable in
the ordinary course of business by such Company), without duplication, (a) all obligations to repay
borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations for the
deferred purchase price of capital assets, in each case, incurred outside of the ordinary course of
business, (c) all obligations under conditional sales or other title retention agreements (other
than a true consignment), in each case, incurred outside of the ordinary course of business (d) all
obligations (contingent or otherwise) under any letter of credit or banker’s acceptance, (e) all
synthetic leases, (f) all lease obligations that have been or should be capitalized on the books of
such Company in accordance with GAAP, (g) all obligations of such Company with respect to asset
securitization financing programs, including, but not limited to, all indebtedness under the
Permitted Receivables Facility, (h) all obligations to advance funds to, or to purchase assets,
property or services from, any other Person in order to maintain the financial condition of such
Person, and (i) any other transaction (including forward sale or purchase agreements) having the
commercial effect of a borrowing of money entered into by such Company to finance its operations or
capital requirements.



“Interest Adjustment Date” shall mean the last day of each Interest Period.



“Interest Coverage Ratio” shall mean, for the most recently completed four (4) fiscal quarters
of Nordson, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated
Trailing EBITDA to (b) Consolidated Trailing Interest Expense.



“Interest Period” shall mean, with respect to a Fixed Rate Loan, a period of one (1), two (2),
three (3) or six (6) months, as selected by a Borrower in accordance with Section 2.02 hereof,
commencing on the applicable date of borrowing or conversion of such Fixed Rate Loan and on each
Interest Adjustment Date with respect thereto; provided, however, that if any such period would be
affected by a reduction in the Commitment as provided in Section 2.07 hereof, prepayment or
conversion rights or obligations as provided in Section 2.01 or 3.05 hereof, or maturity of Fixed
Rate Loans as provided in Section 2.01 hereof, such Borrower shall not select a period that extends
beyond the date of such reduction, prepayment, conversion or maturity; provided, further, that, if
(a) such Borrower fails to select a new Interest Period with respect to an outstanding Eurodollar
Loan at least three (3) Business Days prior to the Interest Adjustment Date applicable to such
Eurodollar Loan, such Borrower shall be deemed to have converted such Eurodollar Loan to a Base
Rate Loan at the end of the then current Interest Period, or (b) such Borrower fails to select a
new Interest Period with respect to an outstanding Alternate Currency Loan at least three (3)
Business Days prior to the Interest Adjustment Date applicable to such Alternative Currency Loan,
such Alternate Currency Loan shall be repaid on the last day of the applicable Interest Period.



“Leverage Ratio” shall mean, at any time, for the most recently completed four (4) fiscal
quarters of Nordson, on a Consolidated basis and in accordance with GAAP, the ratio of (a)(i) Total
Indebtedness minus (ii) the aggregate amount of cash, Cash Equivalents and other marketable
securities of the Companies as set forth on the financial statements of the Companies for the most
recently completed fiscal quarter that are not subject to a Lien (other than a Lien of Agent for
the benefit of the Banks), to (b) Consolidated Trailing EBITDA.



“LIBOR Rate” shall mean:




(a) with respect to a Eurodollar Loan, for any Interest Period, the per annum rate of
interest, determined by Agent in accordance with its usual procedures (which determination
shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two
(2) Business Days prior to the beginning of such Interest Period pertaining to such
Eurodollar Loan, as provided by Reuters (or, if for any reason such rate is unavailable
from Reuters, from any other similar company or service that provides rate quotations
comparable to those currently provided by Reuters) as the rate in the London interbank
market for Dollar deposits in immediately available funds with a maturity comparable to
such Interest Period. In the event that such rate quotation is not available for any
reason, then the rate for purposes of this subpart (a) shall be the average (rounded upward
to the nearest 1/16th of 1%) of the per annum rates at which deposits in immediately
available funds in Dollars for the relevant Interest Period and in the amount of the
Eurodollar Loan to be disbursed or to remain outstanding during such Interest Period, as
the case may be, are offered to Agent (or an Affiliate of Agent, in Agent’s discretion) by
prime banks in any Eurodollar market reasonably selected by Agent, determined as of 11:00
A.M. (London time) (or as soon thereafter as practicable), two (2) Business Days prior to
the beginning of the relevant Interest Period pertaining to such Eurodollar Loan hereunder;
and




(b) with respect to an Alternate Currency Loan, for any Interest Period, the per annum
rate of interest, determined by Agent in accordance with its usual procedures (which
determination shall be conclusive absent manifest error) as of approximately 11:00 A.M.
(London time) two (2) Business Days prior to the beginning of such Interest Period
pertaining to such Alternate Currency Loan, as listed on British Bankers Association
Interest Rate LIBOR 01 or 02 as provided by Reuters (or, if for any reason such rate is
unavailable from Reuters, from any other similar company or service that provides rate
quotations comparable to those currently provided by Reuters) as the rate in the London
interbank market for deposits in the relevant Alternate Currency in immediately available
funds with a maturity comparable to such Interest Period. In the event that such rate
quotation is not available for any reason, then the rate for purposes of this subpart (b)
shall be the average (rounded upward to the nearest 1/16th of 1%) of the per
annum rates at which deposits in immediately available funds in the relevant Alternate
Currency for the relevant Interest Period and in the amount of the Alternate Currency Loan
to be disbursed or to remain outstanding during such Interest Period, as the case may be,
are offered to Agent (or an Affiliate of Agent, in Agent’s discretion) by prime banks in
any Alternate Currency market reasonably selected by Agent, determined as of 11:00 A.M.
(London time) (or as soon thereafter as practicable), two (2) Business Days prior to the
beginning of the relevant Interest Period pertaining to such Alternate Currency Loan
hereunder.



“Lien” shall mean any mortgage, security interest, lien (statutory or other), charge,
encumbrance on, pledge or deposit of, or conditional sale, leasing, sale with a right of redemption
or other title retention agreement and any capitalized lease with respect to any property (real or
personal) or asset.



“Loan” shall mean a Revolving Loan or a Swing Loan.



“Loan Documents” shall mean, collectively, this Agreement, each Note, each Guaranty of
Payment, the Agent Fee Letter, the Nordson Guaranty and any other documents relating to any of the
foregoing, as any of the foregoing may from time to time be amended, restated or otherwise modified
or replaced.



“Material Adverse Effect” shall mean a material adverse effect on (a) the business,
operations, property or condition (financial or otherwise) of Nordson and its Subsidiaries taken as
a whole, or (b) the validity or enforceability of this Agreement or any of the other Loan Documents
or the rights and remedies of Agent or the Banks hereunder or thereunder.



“Material Indebtedness Agreement” shall mean any debt instrument, lease (capital, operating or
otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing any
Indebtedness of any Company in excess of the greater of (i) Twenty-Five Million Dollars
($25,000,000) and (ii) an amount equal to three and one-half percent (3.5%) of Consolidated Total
Assets.



“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor to such company.



“Multiemployer Plan” shall mean a Pension Plan that is subject to the requirements of Subtitle
E of Title IV of ERISA.



“Net Earnings” shall mean, for any period, the net income (loss) for such period, determined
in accordance with GAAP.



“Non-Increasing Bank” has the meaning provided in Section 2.07(b) hereof.



“Note” shall mean any Revolving Note, the Swing Line Note or any other note delivered pursuant
to this Agreement.



“Note Purchase Agreement” shall mean the Note Purchase Agreement, dated as of August 1, 1997,
between Nordson and Metropolitan Life Insurance Company, with respect to the 6.78% Senior Notes Due
August 29, 2007, as the same may from time to time be amended, restated or otherwise modified.



“2001 Note Purchase Agreement” shall mean, collectively and individually, the separate Note
Purchase Agreements, dated as of May 15, 2001, pursuant to which Nordson issued and sold (a) Forty
Million Dollars ($40,000,000) in aggregate principal amount of its 6.79% Senior Notes, Series A,
due May 15, 2006, (b) Twenty Million Dollars ($20,000,000) in aggregate principal amount of its
7.11% Senior Notes, Series B, due May 15, 2008, (c) Thirty Million Dollars ($30,000,000) in
aggregate principal amount of its 7.11% Senior Notes, Series C, due May 15, 2011 and (d) Ten
Million Dollars ($10,000,000) in aggregate principal amount of its 7.51% Senior Notes, Series D,
due May 15, 2011, as the same may from time to time be amended, restated or otherwise modified.



“Nordson” shall have the meaning provided in the first paragraph hereof.



“Nordson Guaranty” shall mean a Guaranty of Payment in the form of the attached Exhibit
F.



“Notice of Loan” shall mean a Notice of Loan in the form of the attached Exhibit C.



“Obligor” shall mean (a) a Person whose credit or any of whose property is pledged to the
payment of the Debt and includes, without limitation, any Guarantor, and (b) any signatory to a
Related Writing.



“Organizational Documents” shall mean, with respect to any Person (other than an individual),
such Person’s Articles (Certificate) of Incorporation, or equivalent formation documents, and
Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the
foregoing.



“PBGC” shall mean the Pension Benefit Guaranty Corporation, or its successor.



“Pension Plan” shall mean an ERISA Plan that is a “pension plan” (within the meaning of ERISA
Section 3(2)).



“Permitted Foreign Subsidiary Loans and Investments” shall mean, (a) loans and investments by
a Domestic Company (other than the Receivables Subsidiary) to or in a Foreign Subsidiary in the
ordinary course of business, so long as the aggregate amount of all such loans and investments
(less the aggregate amount of all loans and investments by a Foreign Subsidiary to or in a Domestic
Subsidiary (other than the Receivables Subsidiary)) does not, at any time, exceed the greater of
(i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to nine (9%) of Consolidated Total
Assets; (b) loans to a Foreign Subsidiary by any Person (other than a Company), and any guaranty of
such loans by a Domestic Subsidiary (other than the Receivables Subsidiary), so long as the
aggregate principal amount of all such loans does not exceed the greater of (i) Thirty Million
Dollars ($30,000,000) and (ii) five and one-half percent (5.5%) of Consolidated Total Assets at any
time; (c) any Loans or other Debt owing by any Foreign Borrower and the guaranty thereof by Nordson
or any other company; and (d) in addition to the loans and investments made pursuant to subpart (a)
or (b) above, loans and investments by a Domestic Company (other than the Receivables Subsidiary)
to or in a Foreign Subsidiary in connection with an Acquisition permitted pursuant to Section 5.12.



“Permitted Investment” shall mean an investment of a Company in the stock (or other debt or
equity instruments) of a Person (other than a Company), so long as the aggregate amount of all such
investments of all Companies made on or after the Closing Date does not exceed, at any time, an
amount equal to five and one one-half percent (5.5%) of Consolidated Total Assets; provided,
however, the foregoing limitation on the amount of Permitted Investments shall not be applicable to
any investment that constitutes an Acquisition being made in accordance with Section 5.12 hereof.



“Permitted Receivables Facility” shall mean an accounts receivable facility whereby the
Companies sell or transfer the accounts receivables of the Companies to the Receivables Subsidiary
which in turn transfers to a buyer, purchaser or lender undivided fractional interests in such
accounts receivable, so long as (a) no portion of the Indebtedness or any other obligation
(contingent or otherwise) under such Permitted Receivables Facility is guaranteed by any Company,
(b) there is no recourse or obligation to any Company (other than the Receivables Subsidiary)
whatsoever other than pursuant to customary representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with such Permitted Receivables
Subsidiary, and (c) no Company (other than the Receivables Subsidiary) provides, either directly or
indirectly, any other credit support of any kind in connection with such Permitted Receivables
Facility other than as set forth in subpart (b) of this definition.



“Person” shall mean any individual, sole proprietorship, partnership, joint venture,
unincorporated organization, corporation, limited liability company, institution, trust, estate,
government or other agency or political subdivision thereof or any other entity.



“Prime Rate” shall mean the interest rate established from time to time by Agent as Agent’s
prime rate, whether or not such rate is publicly announced; the Prime Rate may not be the lowest
interest rate charged by Agent for commercial or other extensions of credit. Each change in the
Prime Rate shall be effective immediately from and after such change.



“Receivables Related Assets” shall mean accounts receivable, instruments, chattel paper,
obligations, general intangibles and other similar assets, in each case relating to receivables
subject to the Permitted Receivables Facility, including interests in merchandise or goods, the
sale or lease of which gave rise to such receivables, related contractual rights, guaranties,
insurance proceeds, collections and proceeds of all of the foregoing.



“Receivables Subsidiary” shall mean a Wholly-Owned Subsidiary of Nordson that is established
as a “bankruptcy remote” Subsidiary for the sole purpose of acquiring accounts receivable under the
Permitted Receivables Facility and that shall not engage in any activities other than in connection
with the Permitted Receivables Facility.



“Related Writing” shall mean each Loan Document and any other assignment, mortgage, security
agreement, guaranty agreement, subordination agreement, financial statement, audit report or other
writing furnished by any Borrower, any Subsidiary or any Obligor, or any of their respective
officers, to the Banks pursuant to or otherwise in connection with this Agreement.



“Reportable Event” shall mean a reportable event as that term is defined in Title IV of ERISA,
except actions of general applicability by the Secretary of Labor under Section 110 of such Act.



“Required Banks” shall mean the holders of greater than fifty percent (50%) of the Total
Commitment Amount, or, if there is any borrowing hereunder, the holders of greater than fifty
percent (50%) of the aggregate principal amount outstanding under the Notes (other than the Swing
Line Note).



“Reserve Percentage” shall mean for any day that percentage (expressed as a decimal) that is
in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or
any successor) for determining the maximum reserve requirement (including, without limitation, all
basic, supplemental, marginal and other reserves and taking into account any transitional
adjustments or other scheduled changes in reserve requirements) for a member bank of the Federal
Reserve System in Cleveland, Ohio, in respect of Eurocurrency Liabilities. The Adjusted LIBOR Rate
shall be adjusted automatically on and as of the effective date of any change in the Reserve
Percentage.



“Restricted Payment” shall mean, with respect to any Company, (a) any Capital Distribution, or
(b) any amount paid by such Company in repayment, redemption, retirement, repurchase, direct or
indirect, of any Subordinated Indebtedness.



“Revolving Commitment” shall mean the obligation hereunder, during the Commitment Period, of
(a) each Bank to participate in the making of Revolving Loans up to the aggregate amount set forth
opposite such Bank’s name under the column headed “Revolving Commitment Amount” as set forth on
Schedule 1 hereto (or such lesser amount as shall be determined pursuant to Section 2.07
hereof), and (b) Agent to make Swing Loans pursuant to the Swing Line Commitment.



“Revolving Exposure” shall mean, at any time, the sum of (a) the aggregate principal Dollar or
Dollar Equivalent amount of all Revolving Loans outstanding, and (b) the Swing Line Exposure.



“Revolving Loan” shall mean a loan granted to a Borrower by the Banks in accordance with
Section 2.01A hereof.



“Revolving Note” shall mean any Revolving Note executed and delivered pursuant to Section
2.01A hereof.



“SEC” shall mean the United States Securities and Exchange Commission, or any governmental
body or agency succeeding to any of its principal functions.



“Share Repurchase” shall mean the purchase, repurchase, redemption or other acquisition by
Nordson from any Person of any capital stock or other equity interest of Nordson.



“Standard & Poor’s” shall mean Standard & Poor’s Ratings Group, a division of McGraw-Hill,
Inc., or any successor to such company.



“Subordinated”, as applied to Indebtedness, shall mean that the Indebtedness has been
subordinated (by written terms or written agreement being, in either case, in form and substance
satisfactory to Agent and the Required Banks) in favor of the prior payment in full of the Debt.



“Subsidiary” of Nordson or any of its Subsidiaries shall mean (a) a corporation more than
fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by Nordson or by
one or more other subsidiaries of Nordson or by Nordson and one or more subsidiaries of Nordson,
(b) a partnership or limited liability company of which Nordson, one or more other subsidiaries of
Nordson or Nordson and one or more subsidiaries of Nordson, directly or indirectly, is a general
partner or managing member, as the case may be, or otherwise has the power to direct the policies,
management and affairs thereof, or (c) any other Person (other than a corporation) in which
Nordson, one or more other subsidiaries of Nordson or Nordson and one or more subsidiaries of
Nordson, directly or indirectly, has at least a majority interest in the Voting Power or the power
to direct the policies, management and affairs thereof.



“Swing Line” shall mean the credit facility established by Agent for Nordson in accordance
with Section 2.01B hereof.



“Swing Line Commitment” shall mean the commitment of Agent to make Swing Loans to Nordson up
to the maximum aggregate principal amount at any time outstanding of Thirty Million Dollars
($30,000,000) in accordance with the terms and conditions of the Swing Line.



“Swing Line Exposure” shall mean, at any time, the aggregate principal amount of all Swing
Loans outstanding.



“Swing Line Note” shall mean the Swing Line Note executed and delivered pursuant to Section
2.01B hereof.



“Swing Loan” shall mean a loan granted to Nordson by Agent under the Swing Line.



“Swing Loan Maturity Date” shall mean, with respect to any Swing Loan, the earlier of (a)
thirty (30) days after the date such Swing Loan is made, or (b) the last day of the Commitment
Period.



“Total Commitment Amount” shall mean the principal amount of Four Hundred Million Dollars
($400,000,000) (or its Dollar Equivalent in Alternate Currency), or such lesser or greater amount
as shall be determined pursuant to Section 2.07 hereof; provided, however, that, for the purposes
of determining the Total Commitment Amount, Agent may, in its discretion, calculate the Dollar
Equivalent of any Loan on any Business Day selected by Agent.



“Total Indebtedness” shall mean, at any time, on a Consolidated basis, all Indebtedness of
Nordson, including, but not limited to, current, long-term and Subordinated Indebtedness, if any,
and all Indebtedness under the Permitted Receivables Facility.



“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001.



“Voting Power” shall mean, with respect to any Person, the exclusive ability to control,
through the ownership of shares of capital stock, partnership interests, membership interests or
otherwise, the election of members of the board of directors or other similar governing body of
such Person, and the holding of a designated percentage of Voting Power of a Person means the
ownership of shares of capital stock, partnership interests, membership interests or other
interests of such Person sufficient to control exclusively the election of that percentage of the
members of the board of directors or similar governing body of such Person.



“Welfare Plan” shall mean an ERISA Plan that is a “welfare plan” within the meaning of ERISA
Section 3 (l).



“Wholly-Owned Subsidiary” shall mean, with respect to any Person, any corporation, limited
liability company or other entity, except for director’s qualifying shares or shares required to be
owned individually due to country specific regulations regarding ownership or control of the
organization or operation of such entity, all of the securities or other ownership interest of
which having ordinary voting power to elect a majority of the board of directors, or other persons
performing similar functions, are at the time directly or indirectly owned by such Person.



Section 1.02 Accounting Terms. Any accounting term not specifically defined in this
Article I shall have the meaning ascribed thereto by GAAP.



Section 1.03 Terms Generally. The foregoing definitions shall be applicable to the
singular and plurals of the foregoing defined terms.



ARTICLE II.




AMOUNT AND TERMS OF CREDIT




Section 2.01 Amount and Nature of Credit. Subject to the terms and conditions of this
Agreement, each Bank shall participate, to the extent hereinafter provided, in making Loans to
Borrowers in such aggregate amount as Borrowers shall request pursuant to the Commitment; provided,
however, that in no event shall the aggregate principal amount of all Loans outstanding under this
Agreement be in excess of the Total Commitment Amount.



Each Bank, for itself and not one for any other, agrees to participate in Loans made hereunder
during the Commitment Period on such basis that immediately after the completion of any borrowing
by Borrowers, (a) the aggregate principal amount of Loans (other than Swing Loans) then outstanding
made by such Bank shall not be in excess of such Bank’s Revolving Commitment, and (b) the aggregate
principal amount of Loans (other than Swing Loans) outstanding made by such Bank shall represent
that percentage of the aggregate principal amount then outstanding of all Loans that is such Bank’s
Commitment Percentage.



Each borrowing (other than Swing Loans) from the Banks hereunder shall be made pro rata
according to the respective Commitment Percentages of the Banks. The Loans may be made as Revolving
Loans and Swing Loans as follows:



A. Revolving Loans.



Subject to the terms and conditions of this Agreement, during the Commitment Period, each Bank
shall make a Revolving Loan or Revolving Loans to a Borrower in such amount or amounts as such
Borrower may from time to time request, but not exceeding in aggregate principal amount at any time
outstanding hereunder (i) the Total Commitment Amount, when such Revolving Loans are combined with
the Swing Line Exposure and (ii) in the case of any Loans made to a Foreign Borrower, the Foreign
Borrower Borrowing Limit. Each Borrower shall have the option, subject to the terms and conditions
set forth herein, to borrow Revolving Loans, maturing on the last day of the Commitment Period, by
means of any combination of (a) Base Rate Loans, (b) Eurodollar Loans, or (c) Alternate Currency
Loans. With respect to each Alternate Currency Loan, subject to the other provisions of this
Agreement, each Borrower shall have the right to receive all of the proceeds of such Alternate
Currency Loan in an Alternate Currency. Each Alternate Currency Loan shall be made in a single
Alternate Currency.



Each Borrower shall pay interest on the unpaid principal amount of Base Rate Loans made to it
outstanding from time to time from the date thereof until paid at the Base Rate from time to time
in effect. Interest on such Base Rate Loans shall be payable on the last day of each September,
December, March and June of each year and at the maturity thereof.



Each Borrower shall pay interest on the unpaid principal amount of each Fixed Rate Loan made
to it outstanding from time to time, fixed in advance on the first day of the Interest Period
applicable thereto through the last day of the Interest Period applicable thereto (but subject to
changes in the Applicable Margin), at the Derived Fixed Rate. Interest on such Fixed Rate Loans
shall be payable on each Interest Adjustment Date (provided that if an Interest Period exceeds
three (3) months, the interest must be paid every three (3) months, commencing three (3) months
from the beginning of such Interest Period).



At the request of a Borrower to Agent, subject to the notice and other provisions of Section
2.02 hereof, the Banks shall convert Base Rate Loans to Eurodollar Loans at any time and shall
convert Eurodollar Loans to Base Rate Loans on any Interest Adjustment Date. No Alternate Currency
Loan may be converted to a Base Rate Loan or a Eurodollar Loan.



The obligation of each Borrower to repay Revolving Loans made to it by each Bank pursuant to
this Section 2.01A and to pay interest thereon shall be evidenced by a Revolving Note of each
Borrower in the form of Exhibit A hereto, payable to the order of such Bank in the
principal amount of its Revolving Commitment, or, if less, the aggregate unpaid principal amount of
Revolving Loans made hereunder by such Bank. Subject to the provisions of this Agreement, Borrowers
shall be entitled under this Section 2.01A to borrow funds, repay the same in whole or in part and
re-borrow hereunder at any time and from time to time during the Commitment Period.
Notwithstanding anything in this Agreement to the contrary, each Foreign Borrower shall only be
liable for the Loans made to it and the other Debt attributable to it and shall not be liable for
the Loans or other Debt owing by any other Borrower.



B. Swing Loans.



Subject to the terms and conditions of this Agreement, during the Commitment Period Agent
shall make a Swing Loan or Swing Loans to Nordson in such amount or amounts as Nordson may from
time to time request; provided however, that Nordson shall not request any Swing Loan hereunder if,
after giving effect thereto, (a) the Revolving Exposure would exceed the Total Commitment Amount,
or (b) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be
due and payable on the Swing Loan Maturity Date applicable thereto. Nordson shall not request that
more than two (2) Swing Loans be outstanding at any time. Each Swing Loan shall be made in
Dollars.



Nordson shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a
participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding
from time to time from the date thereof until paid at the Derived Swing Loan Rate applicable to
such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date
applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1) day.



The obligation of Nordson to repay the Swing Loans and to pay interest thereon shall be
evidenced by a Swing Line Note of Nordson substantially in the form of Exhibit B hereto,
dated the Closing Date, and payable to the order of Agent in the principal amount of the Swing Line
Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans made hereunder by
Agent. Subject to the provisions of this Agreement, Nordson shall be entitled under this Section
2.01B to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and
from time to time during the Commitment Period.



If Agent so elects, by giving notice to Nordson and the Banks, Nordson agrees that Agent shall
have the right, in its sole discretion, to require that any Swing Loan be refinanced as a Revolving
Loan. Such Revolving Loan shall be a Base Rate Loan unless and until converted by a Borrower to a
Eurodollar Loan pursuant to Section 2.01A and Section 2.02 hereof. Upon receipt of such notice by
Nordson, Nordson shall be deemed, on such day, to have requested a Revolving Loan in the principal
amount of the Swing Loan in accordance with Section 2.01A and Section 2.02 hereof. Each Bank
agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent
whatsoever. Each Bank acknowledges and agrees that such Bank’s obligation to make a Revolving Loan
pursuant to Section 2.01A when required by this Section 2.01B is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence
and continuance of a Default or Event of Default, and that its payment to Agent, for the account of
Agent, of the proceeds of such Revolving Loan shall be made without any offset, abatement,
recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s
Revolving Commitment shall have been reduced or terminated. Nordson irrevocably authorizes and
instructs Agent to apply the proceeds of any borrowing pursuant to this paragraph to repay in full
such Swing Loan.



If, for any reason, Agent is unable to or, in the opinion of Agent, it is impracticable to,
convert any Swing Loan to a Revolving Loan pursuant to the preceding paragraph, then on any day
that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have
the right to request that each Bank purchase a participation in such Swing Loan, and Agent shall
promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such
notice, but without further action, Agent hereby agrees to grant to each Bank, and each Bank hereby
agrees to acquire from Agent, an undivided participation interest in such Swing Loan in an amount
equal to such Bank’s Commitment Percentage of the aggregate principal amount of such Swing Loan.
In consideration and in furtherance of the foregoing, each Bank hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for its sole
account, such Bank’s ratable share of such Swing Loan (determined in accordance with such Bank’s
Commitment Percentage). Each Bank acknowledges and agrees that its obligation to acquire
participations in Swing Loans pursuant to this Section 2.01B is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence
and continuance of a Default or an Event of Default, and that each such payment shall be made
without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and
whether or not such Bank’s Revolving Commitment shall have been reduced or terminated. Each Bank
shall comply with its obligation under this Section 2.01B by wire transfer of immediately available
funds, in the same manner as provided in Section 2.02 hereof with respect to Revolving Loans to be
made by such Bank.



Section 2.02 Conditions To Loans. The obligation of the Banks to make, continue or
convert any Loan, and of Agent to make any Swing Loan, is conditioned, in the case of each
borrowing, conversion or continuation hereunder, upon:



(a) all conditions precedent as listed in Article IV hereof shall have been satisfied;



(b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan, such notice to be
received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, and,
with respect to Eurodollar Loans, by 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days
prior to the proposed date of borrowing, conversion or continuation. Agent shall notify each Bank
of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such
notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received.
On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M.
(Cleveland, Ohio time), with the amount in federal or other immediately available funds, required
of it. If Agent elects to advance the proceeds of such Loan prior to receiving funds from such
Bank, Agent shall have the right, upon prior notice to Borrowers, to debit any account of the
appropriate Borrower or otherwise receive from the appropriate Borrower, on demand, such amount, in
the event that such Bank fails to reimburse Agent in accordance with this subsection. Agent shall
also have the right to receive interest from such Bank at the Federal Funds Effective Rate in the
event that such Bank shall fail to provide its portion of the Loan on the date requested and Agent
elects to provide such funds;



(c) with respect to Alternate Currency Loans, receipt by Agent of a Notice of Loan by 11:00
A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing. Agent
shall notify each Bank of the date, amount, type of currency and initial Interest Period promptly
upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date
such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not
later than 3:00 P.M. (Cleveland, Ohio time), with the amount of the applicable Alternate Currency
required of it in immediately available funds;



(d) with respect to Swing Loans, receipt by Agent of a Notice of Loan, such notice to be
received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing;



(e) a Borrower’s request for (i) a Base Rate Loan shall be in an amount of not less than One
Million Dollars ($1,000,000), increased by increments of Five Hundred Thousand Dollars ($500,000);
(ii) a Fixed Rate Loan shall be in an amount (or, with respect to an Alternate Currency Loan, the
Dollar Equivalent) of not less than Five Million Dollars ($5,000,000), increased by increments of
One Million Dollars ($1,000,000) (or, with respect to an Alternate Currency Loan, such
approximately comparable amount as shall result in a rounded number of the applicable Alternate
Currency); and (iii) a Swing Loan shall be in an amount not less than Five Hundred Thousand Dollars
($500,000);



(f) the fact that no Default or Event of Default shall then exist or immediately after the
making, conversion or continuation of the Loan would exist; and



(g) the fact that each of the representations and warranties contained in Article VI hereof
shall be true and correct with the same force and effect as if made on and as of the date of the
making, conversion, or continuation of such Loan, except to the extent that any thereof expressly
relate to an earlier date.



At no time shall any Borrower request that Fixed Rate Loans be outstanding for more than ten
(10) different Interest Periods, or, to the extent there exists any borrowing under this Agreement
by a Foreign Borrower, fifteen (15) different Interest Periods, for all Borrowers, at any time,
and, if Base Rate Loans are outstanding, then Fixed Rate Loans shall be limited to nine (9)
different Interest Periods, or, to the extent there exists any borrowing under this Agreement by a
Foreign Borrower, fourteen (14) different Interest Periods, for all Borrowers, at any time.



Each request by a Borrower for the making, conversion or continuation of a Loan hereunder
shall be deemed to be a representation and warranty by such Borrower as of the date of such request
as to the facts specified in (f) and (g) above.



Each request for a Fixed Rate Loan shall be irrevocable and binding on a Borrower and such
Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the
Banks as a result of any failure by such Borrower to consummate such transaction including, without
limitation, any loss (including loss of anticipated profits) or expense incurred by reason of
liquidation or re-employment of deposits or other funds acquired by the Banks to fund such Fixed
Rate Loan. A certificate as to the amount of such loss or expense submitted by the Banks to such
Borrower shall be conclusive and binding for all purposes, absent manifest error.



Section 2.03 Addition or Release of Foreign Borrowers.



(a) At the request of Nordson, a Foreign Subsidiary that is not already a Foreign Borrower may
become a Foreign Borrower hereunder, provided that all of the following requirements are met to the
satisfaction of the Agent: (i) Nordson shall have provided to Agent a written request that such
Foreign Subsidiary be designated as a Foreign Borrower, pursuant to the terms of this Agreement;
(ii) such Foreign Subsidiary shall be a Wholly-Owned Subsidiary of Nordson; (iii) Nordson shall
have guaranteed the obligations of such Foreign Subsidiary under this Agreement pursuant to the
terms of a Guaranty of Payment; (iv) such Foreign Subsidiary shall have executed and delivered to
Agent, for delivery to each Bank, a Revolving Note in favor of such Bank; (v) Nordson and such
Foreign Subsidiary shall have provided to Agent such corporate governance and authorization
documents and an opinion of counsel as may be deemed necessary or advisable by Agent; (vi) the
addition of such Foreign Subsidiary as a Borrower under this Agreement will not cause or result in
any adverse tax or legal consequences to any Company, Agent or any Bank or be prohibited by law;
and (vii) such Foreign Borrower shall have delivered all documentation and other information
required by bank regulatory authorities under applicable “know-your-customer” and anti-money
laundering rules and regulations, including the USA Patriot Act..



(b) Upon satisfaction by Nordson and any such Foreign Subsidiary of the requirements set forth
in subpart (a) above, Agent shall promptly notify each of the banks whereupon such Foreign
Subsidiary shall be designated a “Foreign Borrower” pursuant to the terms and conditions of this
Agreement, and such Foreign Subsidiary shall become bound by all representations, warranties,
covenants, provisions and conditions of this Agreement and each other Loan Document applicable to
the Foreign Borrowers as if such Foreign Subsidiary had been the original party making such
representations, warranties and covenants.



(c) So long as (i) no Revolving Exposure shall exist with respect to a Foreign Borrower, and
(ii) no Default or Event of Default shall exist or immediately thereafter shall begin to exist,
upon written request of Nordson to Agent and the Banks, Agent shall release such Foreign Borrower
as a Borrower hereunder. No such release shall be effective until confirmed by Agent to Nordson
and the Banks in writing. The Banks hereby authorize Agent to release such Foreign Borrower in
accordance with terms and conditions of this Section and agree that Agent may execute and deliver
such documents or agreements as Agent shall deem necessary or appropriate in connection therewith.



Section 2.04 Payments, Etc.



(a) Payments Generally. Each payment made hereunder by a Borrower shall be made
without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever.



(b) Payments in Alternate Currency. With respect to any Alternate Currency Loan, all
payments (including prepayments) to any Bank of the principal of or interest on such Alternate
Currency Loan shall be made in the same Alternate Currency as the original Loan. All such payments
shall be remitted by Borrowers to Agent at Agent’s main office (or at such other office or account
as designated in writing by Agent to Borrowers) for the account of the Banks not later than 11:00
A.M. (Cleveland, Ohio time) on the due date thereof in same day funds. Any payments received by
Agent after 11:00 A.M. (Cleveland, Ohio time) shall be deemed to have been made and received on the
next following Business Day.



(c) Payments in Dollars. With respect to (i) any Loan (other than an Alternate
Currency Loan), or (ii) any other payment to Agent and the Banks that is not covered by subsection
(a) hereof, all such payments (including prepayments) to Agent and the Banks of the principal of or
interest on such Loan or other payment, including but not limited to principal, interest, fees or
any other amount owed by any Borrower under this Agreement, shall be made in Dollars. All payments
described in this subsection (b) shall be remitted to Agent at its main office for the account of
the Banks not later than 11:00 A.M. (Cleveland, Ohio time) on the due date thereof in immediately
available funds. Any such payments received by Agent after 11:00 A.M. (Cleveland, Ohio time) shall
be deemed to have been made and received on the next following Business Day.



(d) Payments Net of Taxes. All payments under this Agreement or any other Loan
Document by Borrowers or any other Obligor shall be made absolutely net of, without deduction or
offset for, and altogether free and clear of, any and all present and future taxes, levies,
deductions, charges and withholdings and all liabilities with respect thereto, under the laws of
the United States of America or any foreign jurisdiction (or any state or political subdivision
thereof), excluding income and franchise taxes imposed on any Bank (and withholding relating
thereto) other than such income or franchise taxes arising solely from such Bank having executed,
delivered or performed its obligations or received a payment under, or enforced the Loan Documents,
under the laws of the United States of America or any foreign jurisdiction (or any state or
political subdivision thereof). If any Borrower or other Obligor is compelled by law to deduct any
such taxes or levies (other than such excluded taxes) or to make any such other deductions, charges
or withholdings, then such Borrower or such Obligor, as the case may be, shall pay such additional
amounts as may be necessary in order that the net payments after such deduction, and after giving
effect to any United States or foreign jurisdiction (or any state or political subdivision thereof)
income taxes required to be paid by the Banks in respect of such additional amounts, shall equal
the amount of interest provided in Section 2.01 hereof for each Loan plus any principal then due.
In each such case, each such Borrower shall provide to the applicable Bank evidence demonstrating
that such taxes or levies have been paid.



(e) Payments to Banks. Upon Agent’s receipt of payments hereunder, Agent shall
immediately distribute to each Bank its ratable share, if any, of the amount of principal,
interest, and facility and other fees received by it for the account of such Bank. Payments
received by Agent in Dollars shall be delivered to the Banks in Dollars in immediately available
funds. Payments received by Agent in any Alternate Currency shall be delivered to the Banks in
such Alternate Currency in same day funds. Each Bank shall record any principal, interest or other
payment, the principal amounts of Base Rate Loans and Fixed Rate Loans, the type of currency for
each Loan, all prepayments and the applicable dates, including Interest Periods, with respect to
the Loans made, and payments received by such Bank, by such method as such Bank may generally
employ; provided, however, that failure to make any such entry shall in no way detract from the
obligations of Borrowers under the Notes. The aggregate unpaid amount of Loans, types of Loans,
Interest Periods and similar information with respect to such Loans set forth on the records of
Agent shall be rebuttably presumptive evidence with respect to such information, including the
amounts of principal and interest owing and unpaid with respect to each Loan.



(f) Timing of Payments. Whenever any payment to be made hereunder, including, without
limitation, any payment to be made on any Note, shall be stated to be due on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day and such extension of
time shall in each case be included in the computation of the interest payable on such Note;
provided, however, that, with respect to any Fixed Rate Loan, if the next succeeding Business Day
falls in the succeeding calendar month, such payment shall be made on the preceding Business Day
and the relevant Interest Period shall be adjusted accordingly.



Section 2.05 Prepayment.



(a) Right to Prepay.




(i) Each Borrower shall have the right, at any time or from time to time, to prepay, on
a pro rata basis for all of the Banks, all or any part of the principal amount of the
Revolving Loans then outstanding, as designated by such Borrower, plus interest accrued on
the amount so prepaid to the date of such prepayment; and




(ii) Each Borrower shall have the right, at any time or from time to time, to prepay,
for the benefit of Agent (and any Bank that has purchased a participation in such Swing
Loan), all or any part of the principal amount of the Swing Loans then outstanding, as
designated by such Borrower, plus interest accrued on the amount so prepaid to the date of
such prepayment.



(b) Prepayment Fees.




(i) Prepayments of Base Rate Loans shall be without any premium or penalty;




(ii) In any case of prepayment of a Fixed Rate Loan, Borrowers agree that if the
reinvestment rate with respect to Eurodollars or the Alternate Currency, as the case may be,
of such Fixed Rate Loan, as quoted by the money desk of Agent (the “Reinvestment Rate”),
shall be lower than the Adjusted LIBOR Rate applicable to the Fixed Rate Loan that is
intended to be prepaid (hereinafter, “Last LIBOR”), then the appropriate Borrower shall,
upon written notice from Agent, promptly pay to Agent, for the account of each Bank, in
immediately available funds, a prepayment fee equal to the product of (A) a rate (the
“Prepayment Rate”) which shall be equal to the difference between the Last LIBOR and the
Reinvestment Rate, times (B) the prepayment principal amount of the Fixed Rate Loan that is
to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the
Fixed Rate Loan that is to be prepaid divided by (2) three hundred sixty (360). In
addition, such Borrower shall immediately pay directly to Agent, for the account of the
Banks, the amount of any additional costs or expenses (including, without limitation, cost
of telex, wires, or cables) incurred by Agent or the Banks in connection with the
prepayment, upon such Borrower’s receipt of a written statement from Agent; and




(iii) In the case of prepayment of a Swing Loan, Nordson agrees to pay to Agent, on
demand, for any resulting loss, cost or expense of Agent as a result thereof, including,
without limitation, any loss incurred in obtaining, liquidating or employing deposits.



(c) Notice of Prepayment. Borrowers shall give Agent written notice of prepayment of
any Base Rate Loan by not later than 11:00 A.M. (Cleveland, Ohio time) on the Business Day such
prepayment is to be made and written notice of the prepayment of any Fixed Rate Loan not later than
1:00 P.M. (Cleveland, Ohio time) three (3) Business Days prior to the Business Day on which such
prepayment is to be made.



(d) Minimum Amount. Each prepayment of a Fixed Rate Loan by a Borrower shall be in
the aggregate principal amount of not less than Five Million Dollars ($5,000,000) (or, with respect
to an Alternate Currency Loan, the Dollar Equivalent of such amount), except in the case of a
mandatory prepayment in connection with Section 2.09(a) hereof or Article III hereof .



Section 2.06 Facility and Other Fees.



(a) Nordson shall pay to Agent, for the ratable account of the Banks, as a consideration for
each Bank’s Revolving Commitment hereunder, a facility fee from the Closing Date to and including
the last day of the Commitment Period, payable quarterly, at a rate per annum equal to (i) the
Applicable Facility Fee Rate in effect on the date that such facility fee is due, times (ii) the
Total Commitment Amount in effect on such day. The facility fee shall be payable quarterly in
arrears, on the last day of each September, December, March and June of each year, and on the last
day of the Commitment Period.



(b) Nordson shall pay to Agent, for its sole benefit, the fees set forth in the Agent Fee
Letter.



Section 2.07 Reduction and Increases of Commitment



(a) Voluntary Reductions. Nordson may at any time or from time to time permanently
reduce in whole or ratably in part the Commitment to an amount not less than the then existing
Revolving Exposure by giving Agent not fewer than three (3) Business Days’ notice of such
reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the
Banks, of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million
Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and
such Bank’s proportionate share thereof. After each such reduction, the facility fees payable
hereunder shall be calculated upon the Revolving Commitments as so reduced. If Nordson reduces in
whole the Revolving Commitments, on the effective date of such reduction (the applicable Borrowers
having prepaid in full the unpaid principal balance, if any, of the Revolving Loans and the Swing
Loans, together with all interest and facility and other fees accrued and unpaid), all of the
Revolving Notes shall be delivered to Agent marked “Canceled” and Agent shall redeliver such
Revolving Notes to Borrowers. Any partial reduction in the Revolving Commitments shall be effective
during the remainder of the Commitment Period.



(b) Increase in Commitment.




(i) At any time upon written notice to Agent, Nordson may request that the Total
Commitment Amount be increased by an amount not to exceed One Hundred Million Dollars
($100,000,000) in the aggregate for all such increases from the Closing Date until the last
day of the Commitment Period, provided that (A) no Default or Event of Default has occurred
and is continuing at the time of such request and on the date of any such increase and (B)
Nordson shall have delivered to Agent, together with such written notice, a copy of
Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent,
that authorize the borrowing of the requested increase in the Total Commitment Amount, which
resolutions shall be certified by the Secretary of Nordson as being true, correct, complete
and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy
of such request to each Bank. Nordson shall set forth in such request the amount of the
requested increase in the Total Commitment Amount (which in each case shall be in a minimum
amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is
requested to become effective (which shall be not less than 10 Business Days nor more than
sixty (60) days after the date of such request and that, in any event, must be at least
ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank
the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson
and Agent given not more than ten (10) days after the date of Agent’s notice, either agree
to increase its Revolving Commitment by all or a portion of the offered amount (each such
Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment
(and any such Bank that does not deliver such a notice within such period of 10 days shall
be deemed to have declined to increase its Revolving Commitment and each Bank so declining
or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th
day after Agent shall have delivered notice as set forth above, the Increasing Banks shall
have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an
aggregate amount less than the increase in the Total Commitment Amount requested by Nordson,
Nordson may arrange for one or more banks or other entities that are reasonably acceptable
to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such
Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars
($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as
Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a
Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may
be made in an amount that is less than the increase requested by Nordson if Nordson is
unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount.
If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new
Revolving Commitments, as the case may be, in excess of the aggregate increase amount
requested by Nordson, then Agent shall, in consultation with Nordson, determine each such
Increasing Bank’s or Augmenting Bank’s percentage of the increased amount.




(ii) Any increase in the Total Commitment Amount pursuant to this Section 2.07(b) shall
not serve to increase the Foreign Borrower Borrowing Limit.




(iii) Each of the parties hereto agrees that Agent may, in consultation with Nordson,
take any and all actions as may be reasonably necessary to ensure that after giving effect
to any increase in the Total Commitment Amount pursuant to this Section, the outstanding
Revolving Loans (if any) are held by the Banks with Revolving Commitments in accordance with
their new Commitment Percentages. This may be accomplished at the discretion of Agent: (w)
by requiring the outstanding Loans to be prepaid with the proceeds of new Loans; (x) by
causing the Non-Increasing Banks to assign portions of their outstanding Loans to Increasing
Banks and Augmenting Banks; (y) by permitting the Loans outstanding at the time of any
increase in the Total Commitment Amount pursuant to this Section 2.07(b) to remain
outstanding until the last days of the respective Interest Periods therefor, even though the
Banks would hold such Loans other than in accordance with their new Commitment Percentages;
or (z) by any combination of the foregoing.



Section 2.08 Computation of Interest and Fees; Default Rate. With the exception of
Base Rate Loans, interest on Loans and facility and other fees and charges hereunder shall be
computed on the basis of a year having three hundred sixty (360) days and calculated for the actual
number of days elapsed. With respect to Base Rate Loans, interest shall be computed on the basis
of a year having three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the
case may be, and calculated for the actual number of days elapsed. Anything herein to the contrary
notwithstanding, if an Event of Default shall occur and be continuing hereunder, at the option of
Agent or the Required Banks, the principal of each Loan, the unpaid interest thereon and any other
amounts owing hereunder shall bear interest, until paid, at the Default Rate. In no event shall the
rate of interest hereunder exceed the maximum rate allowable by law.



Section 2.09 Mandatory Payment.



(c) If, at any time, the Revolving Exposure shall exceed the Total Commitment Amount, the
applicable Borrowers shall, as promptly as practicable, but in no event later than the next
Business Day, prepay an aggregate principal amount of Loans sufficient to bring the aggregate
outstanding principal amount of all such Loans within the Total Commitment Amount.



(d) Any prepayment of a Fixed Rate Loan pursuant to this Section 2.09 shall be subject to the
prepayment fees set forth in Section 2.05 hereof and, if applicable, Article III hereof.



ARTICLE III.




INCREASED CAPITAL; TAXES, ETC.




Section 3.01 Reserves or Deposit Requirements, Etc. If, at any time, any law, treaty
or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal
Reserve System) or the interpretation thereof by any governmental authority charged with the
administration thereof or any central bank or other fiscal, monetary or other authority shall
impose (whether or not having the force of law), modify or deem applicable any reserve and/or
special deposit requirement (other than reserves included in the Reserve Percentage, the effect of
which is reflected in the interest rate(s) of the Fixed Rate Loan(s) in question) against assets
held by, or deposits in or for the amount of any Fixed Rate Loan by, any Bank, and the result of
the foregoing is to increase the net cost (whether by incurring a cost or adding to a cost) to such
Bank of making or maintaining hereunder such Fixed Rate Loan or to reduce the amount of principal
or interest received by such Bank with respect to such Fixed Rate Loan, then, upon demand by such
Bank, the appropriate Borrower shall pay to such Bank from time to time on Interest Adjustment
Dates with respect to such Fixed Rate Loan, as additional consideration hereunder, additional
amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced
amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced
amount was allocable to such Fixed Rate Loan. A certificate as to the increased cost or reduced
amount as a result of any event mentioned in this Section 3.01, setting forth the calculations
therefor, shall be promptly submitted by such Bank to the appropriate Borrower and shall, in the
absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any
other provision of this Agreement, after any such demand for compensation by any Bank, the
appropriate Borrower, upon at least three (3) Business Days’ prior written notice to such Bank
through Agent, may prepay any affected Fixed Rate Loan in full or, with respect to Eurodollar
Loans, convert such Eurodollar Loan to a Base Rate Loan regardless of the Interest Period thereof.
Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.05
hereof. Each Bank shall notify Borrowers as promptly as practicable (but in no event more than one
hundred eighty (180) days after such event), with a copy thereof delivered to Agent, of the
existence of any event that will likely require the payment by Borrowers of any such additional
amount under this Section.



Section 3.02 Tax Law, Etc.



(a) In the event that by reason of any law, regulation or requirement or in the interpretation
thereof by an official authority, or the imposition of any requirement of any central bank whether
or not having the force of law, any Bank shall, with respect to this Agreement or any transaction
under this Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction or
withholding of any kind whatsoever (other than any tax imposed upon the total net income of such
Bank) and if any such measures or any other similar measure shall result in an increase in the cost
to such Bank of making or maintaining any Fixed Rate Loan or in a reduction in the amount of
principal, interest or facility or commitment fee receivable by such Bank in respect thereof, then
such Bank shall promptly notify the applicable Borrower stating the reasons therefor. The
appropriate Borrower shall thereafter pay to such Bank, upon demand from time to time on Interest
Adjustment Dates with respect to such Fixed Rate Loan, as additional consideration hereunder, such
additional amounts as shall fully compensate such Bank for such increased cost or reduced amount. A
certificate as to any such increased cost or reduced amount, setting forth the calculations
therefor, shall be submitted by such Bank to the appropriate Borrower and shall, in the absence of
manifest error, be conclusive and binding as to the amount thereof.



(b) If any Bank receives such additional consideration from any Borrower pursuant to this
Section 3.02, such Bank shall use reasonable efforts to obtain the benefits of any refund,
deduction or credit for any taxes or other amounts on account of which such additional
consideration has been paid and shall reimburse such Borrower to the extent, but only to the
extent, that such Bank shall receive a refund of such taxes or other amounts together with any
interest thereon or an effective net reduction in taxes or other governmental charges (including
any taxes imposed on or measured by the total net income of such Bank) of the United States or any
state or subdivision thereof by virtue of any such deduction or credit, after first giving effect
to all other deductions and credits otherwise available to such Bank. If, at the time any audit of
such Bank’s income tax return is completed, such Bank determines, based on such audit, that it was
not entitled to the full amount of any refund reimbursed to such Borrower as aforesaid or that its
net income taxes are not reduced by a credit or deduction for the full amount of taxes reimbursed
to such Borrower as aforesaid, such Borrower, upon demand of such Bank (made within one (1) year
after receipt of such audit), shall promptly pay to such Bank the amount so refunded to which such
Bank was not so entitled, or the amount by which the net income taxes of such Bank were not so
reduced, as the case may be.



(c) Notwithstanding any other provision of this Agreement, after any such demand for
compensation by any Bank, Borrowers, upon at least three (3) Business Days’ prior written notice to
such Bank through Agent, may prepay any affected Fixed Rate Loan in full or, with respect to
Eurodollar Loans, convert such Eurodollar Loan to a Base Rate Loan regardless of the Interest
Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees
set forth in Section 2.05 hereof.



Section 3.03 Eurodollar or Alternate Currency Deposits Unavailable or Interest Rate
Unascertainable. In respect of any Fixed Rate Loan, in the event that Agent shall have
determined that (a) for Eurodollar Loans, that Dollar deposits or (b) for Alternate Currency Loans,
that deposits of the relevant Alternate Currency, of the relevant amount for the relevant Interest
Period for such Fixed Rate Loan are not available to Agent in the applicable Eurodollar or
Alternate Currency market, as the case may be, or that, by reason of circumstances affecting such
market, adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate
applicable to such Interest Period, as the case may be, Agent shall promptly give notice of such
determination to Borrowers and (a) any notice of a new Eurodollar Loan or Alternate Currency Loan,
as the case may be, (or conversion of an existing Base Rate Loan to a Eurodollar Loan) previously
given by any Borrower and not yet borrowed (or converted, as the case may be) shall be deemed a
notice to make a Base Rate Loan, and (b) the appropriate Borrower shall be obligated either to
prepay, or with respect to a Eurodollar Loan, to convert to a Base Rate Loan, any outstanding Fixed
Rate Loan on the last day of the then current Interest Period with respect thereto.



Section 3.04 Indemnity. Without prejudice to any other provisions of this Article
III, each Borrower hereby agrees to indemnify each Bank against any loss or expense that such Bank
may sustain or incur as a consequence of any default by such Borrower in payment when due of any
amount hereunder in respect of any Fixed Rate Loan, including, but not limited to, any loss of
profit, premium or penalty incurred by such Bank in respect of funds borrowed by it for the purpose
of making or maintaining such Fixed Rate Loan, as determined by such Bank in the exercise of its
sole but reasonable discretion. A certificate as to any such loss or expense shall be promptly
submitted by such Bank to the appropriate Borrower and shall, in the absence of manifest error, be
conclusive and binding as to the amount thereof.



Section 3.05 Changes in Law Rendering Fixed Rate Loans Unlawful. If at any time any
new law, treaty or regulation, or any change in any existing law, treaty or regulation, or any
interpretation thereof by any governmental or other regulatory authority charged with the
administration thereof, shall make it unlawful for any Bank to fund any Fixed Rate Loan that it is
committed to make hereunder in any Alternate Currency or Dollars, as the case may be, the
commitment of such Bank to fund such Fixed Rate Loan shall, upon the happening of such event,
forthwith be suspended for the duration of such illegality, and such Bank shall by written notice
to Borrowers and Agent declare that its commitment with respect to such Fixed Rate Loan has been so
suspended and, if and when such illegality ceases to exist, such suspension shall cease and such
Bank shall similarly notify Borrowers and Agent. If any such change shall make it unlawful for any
Bank to continue in effect the funding in the applicable Eurodollar or Alternate Currency market,
as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank shall, upon
the happening of such event, notify Borrowers, Agent and the other Banks thereof in writing stating
the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the
then current Interest Period or (b) if required by such law, regulation or interpretation, on such
date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar
Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks in full. Any such prepayment
or conversion shall be subject to the prepayment fees described in Section 2.05 hereof.



Section 3.06 Funding. Each Bank may, but shall not be required to, make Fixed Rate
Loans hereunder with funds obtained outside the United States or, in connection with any Loans to
be made to any Foreign Borrower, such Loans may be made through a branch or affiliate of any Bank.



Section 3.07 Capital Adequacy. If any Bank shall have determined, after the Closing
Date, that the adoption of any applicable law, rule, regulation or guideline regarding capital
adequacy, or any change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its lending office) with any request or
directive regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of reducing the rate of
return on such Bank’s capital (or the capital of its holding company) as a consequence of its
obligations hereunder to a level below that which such Bank (or its holding company) could have
achieved but for such adoption, change or compliance (taking into consideration such Bank’s
policies or the policies of its holding company with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand
by such Bank (made within one hundred eighty (180) days of such Bank becoming aware of the reason
giving rise to such demand), with a copy to Agent, the applicable Borrower shall pay to such Bank
such additional amount or amounts as shall compensate such Bank (or its holding company) for such
reduction. Each Bank shall designate a different lending office if such designation will avoid the
need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this
Section and setting forth the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error. In determining such amount, such Bank may use any
reasonable averaging and attribution methods. Failure on the part of any Bank to demand
compensation for any reduction in return on capital with respect to any period shall not constitute
a waiver of such Bank’s rights to demand compensation for any reduction in return on capital in
such period or in any other period. The protection of this Section shall be available to each Bank
regardless of any possible contention of the invalidity or inapplicability of the law, regulation
or other condition that shall have been imposed.



Section 3.08 Application of Provisions. Notwithstanding anything in this Agreement to
the contrary, no Bank shall demand compensation for any reduction referred to in Sections 3.01,
3.02, 3.03, 3.05 or 3.07 hereof if it shall not at the time be the general policy or practice of
such Bank to demand such compensation, payment or reimbursement in similar circumstances under
comparable provisions of other credit agreements.



ARTICLE IV.




CONDITIONS PRECEDENT




The obligation of the Banks to make the first Loan, and of Agent to make the first Swing Loan,
is subject to Nordson, and each Foreign Borrower in existence on the Closing Date, satisfying each
of the following conditions:



Section 4.01 Notes. Each Borrower shall have executed and delivered to each Bank its
Revolving Note and shall have executed and delivered to Agent the Swing Line Note.



Section 4.02 Officer’s Certificate, Resolutions, Organizational Documents. Each
Borrower shall have delivered to each Bank an officer’s certificate certifying the names of the
officers of such Borrower authorized to sign the Loan Documents, together with the true signatures
of such officers and certified copies of (a) the resolutions of the board of directors of such
Borrower evidencing authorization of the transactions contemplated by the Loan Documents, and (b)
the Organizational Documents of such Borrower.



Section 4.03 Legal Opinion. Borrowers shall have delivered to Agent an opinion of
counsel for each Borrower, in form and substance satisfactory to Agent and the Required Banks.



Section 4.04 Good Standing Certificates. Nordson shall have delivered to Agent a good
standing certificate, issued on or about the Closing Date by the Secretary of State of Ohio.



Section 4.05 Agent Fee Letter; Legal Fees. Borrowers shall have (a) executed and
delivered the Agent Fee Letter to Agent, and paid to Agent, for its sole benefit, the fees
described in the Agent Fee Letter, (b) paid to Agent, for the account of the Banks, the fees agreed
to by Nordson and the Banks, and (c) paid all legal fees and expenses of Agent in connection with
the preparation and negotiation of the Loan Documents.



Section 4.06 Closing Certificate. Borrowers shall have delivered to Agent and the
Banks an officer’s certificate certifying that, as of the Closing Date, (a) all conditions
precedent set forth in this Article IV have been satisfied, (b) no Default or Event of Default
exists nor immediately after the making of the first Loan will exist, and (c) each of the
representations and warranties contained in Article VI hereof are true and correct as of the
Closing Date.



Section 4.07 Existing Credit Agreement. Nordson shall have terminated the existing
Credit Agreement (the “Existing Credit Agreement”) among Nordson, the banks party thereto and
KeyBank National Association, as Agent, dated October 19, 2004 and shall have repaid in full all of
the Indebtedness and other obligations outstanding thereunder.



Section 4.08 No Material Adverse Change. No material adverse change, in the opinion
of Agent, shall have occurred in the financial condition or operations of the Companies since April
30, 2007.



Section 4.09 Miscellaneous. Borrowers shall have provided to Agent and the Banks such
other items and shall have satisfied such other conditions as may be reasonably required by Agent
or the Banks.



ARTICLE V.




COVENANTS




Each Borrower agrees that, so long as the Commitment remains in effect and thereafter until
all of the Debt shall have been paid in full, Borrowers shall perform and observe, and shall cause
each other Company to perform and observe, each of the following provisions:



Section 5.01 Money Obligations. Each Company shall pay in full (a) prior in each case
to the date when penalties would attach, all taxes, assessments and governmental charges and levies
(except only those so long as and to the extent that the same shall be contested in good faith by
appropriate and timely proceedings and for which adequate reserves have been established in
accordance with GAAP) for which it may be or become liable or to which any or all of its properties
may be or become subject and the failure to pay would have a Material Adverse Effect; (b) all of
its wage obligations to its employees in compliance with the Fair Labor Standards Act (29 U.S.C.
§§206-207) or any comparable provisions and the failure to pay would have a Material Adverse
Effect; and (c) all of its other obligations calling for the payment of money (except only those so
long as and to the extent that the same shall be contested in good faith and for which adequate
reserves have been established in accordance with GAAP) before such payment becomes overdue and the
failure to pay (i) would constitute a Default or Event of Default hereunder or (ii) have a Material
Adverse Effect.



Section 5.02 Financial Statements. Nordson shall furnish to each Bank:



(a) within forty-five (45) days after the end of each of the first three (3) quarter-annual
periods of each fiscal year of Nordson, balance sheets of Nordson as of the end of such period and
statements of income (loss), stockholders’ equity and cash flow for the quarter and fiscal year to
date periods, all prepared on a Consolidated basis, in accordance with GAAP, and in form and detail
satisfactory to the Banks and certified by a Financial Officer of Nordson; provided that delivery
by Nordson of a copy of Nordson’s quarterly report on Form 10-Q shall satisfy the foregoing
requirements, provided that delivery of Nordson’s quarterly report for any fiscal quarter of
Nordson on Form 10-Q as filed with the SEC shall satisfy the requirements of this subpart (a);



(b) within ninety (90) days after the end of each fiscal year of Nordson, (i) an annual audit
report of Nordson for that year prepared on a Consolidated and consolidating (but only as to
Nordson, the Domestic Subsidiaries and the Foreign Subsidiaries) basis, in accordance with GAAP,
and in form and detail satisfactory to Agent and certified by an independent public accountant
satisfactory to Agent, which report shall include balance sheets and statements of income (loss),
stockholders’ equity and cash-flow for that period, provided that delivery of Nordson’s annual
report for any fiscal year of Nordson on Form 10-K as filed with the SEC shall satisfy the
requirements of this subpart (b)(i), and (ii) a certificate by such accountant setting forth the
Defaults and Events of Default coming to its attention during the course of its audit or, if none,
a statement to that effect;



(c) concurrently with the delivery of the financial statements in (a) and (b) above, a
Compliance Certificate;



(d) with the delivery of the quarterly and annual financial statements in (a) and (b) above, a
copy of any management report, letter or similar writing furnished to the Companies by the
accountants in respect of the Companies’ systems, operations, financial condition or properties, to
the extent permitted by such accountants and applicable law;



(e) as soon as available, copies of all notices, reports, definitive proxy or other statements
and other documents sent by Nordson to its shareholders, to the holders of any of its debentures or
bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or
sent by Nordson (in final form) to any securities exchange or over the counter authority or system,
or to the SEC or any similar federal agency having regulatory jurisdiction over the issuance of
Nordson’s securities; and



(f) within ten (10) days of the written request of Agent or any Bank, such other information
about the financial condition, properties and operations of any Company as Agent or such Bank may
from time to time reasonably request (but subject to any applicable law and, upon request of
Nordson, subject to customary confidentiality provisions), which information shall be submitted in
form and detail satisfactory to Agent or such Bank and certified by a Financial Officer of the
Company or Companies in question.



Section 5.03 Financial Records. Each Company shall at all times maintain true and
complete records and books of account, including, without limiting the generality of the foregoing,
appropriate reserves for possible losses and liabilities, all in accordance with GAAP, and at all
reasonable times (during normal business hours and upon notice to such Company) permit Agent or any
Bank, or any representative of Agent or such Bank, to examine that Company’s books and records and
to make excerpts therefrom and transcripts thereof.



Section 5.04 Franchises. Each Company shall preserve and maintain at all times its
existence, rights and franchises, except as otherwise permitted pursuant to Section 5.11 hereof;
provided that such Company shall not be required to preserve or maintain its rights or franchises
where the failure to do so will not have a Material Adverse Effect.



Section 5.05 ERISA Compliance. No Company shall incur any material accumulated
funding deficiency within the meaning of ERISA, or any material liability to the PBGC, established
thereunder in connection with any ERISA Plan. Nordson shall furnish to the Banks (a) as soon as
possible and in any event within thirty (30) days after any Company knows or has reason to know
that any Reportable Event with respect to any ERISA Plan has occurred, a statement of the Financial
Officer of such Company, setting forth details as to such Reportable Event and the action that such
Company proposes to take with respect thereto, together with a copy of the notice of such
Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b)
promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled
Group may receive from the PBGC or the Internal Revenue Service with respect to any ERISA Plan
administered by such Company; provided, that this latter clause shall not apply to notices of
general application promulgated by the PBGC or the Internal Revenue Service. Nordson shall
promptly notify the Banks of any material taxes assessed, proposed to be assessed or that any
Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service
with respect to any ERISA Plan. As used in this Section “material” means the measure of a matter of
significance that shall be determined as being an amount equal to three percent (3%) of the
Consolidated Total Assets of Nordson. As soon as practicable, and in any event within twenty (20)
days, after any Company becomes aware that an ERISA Event has occurred, such Company shall provide
each Bank with notice of such ERISA Event with a certificate by a Financial Officer of such Company
setting forth the details of the event and the action such Company or another Controlled Group
member proposes to take with respect thereto. Nordson shall, at the request of Agent, deliver or
cause to be delivered to Agent true and correct copies of any documents relating to the ERISA Plan
of any Company.



Section 5.06 Financial Covenants.



(a) Leverage Ratio. Borrowers shall not suffer or permit at any time, for the most
recently completed four (4) fiscal quarters of Nordson, the Leverage Ratio to exceed 3.50 to 1.00.



(b) Interest Coverage Ratio. Borrowers shall not suffer or permit at any time, for
the most recently completed four (4) fiscal quarters of Nordson, the Interest Coverage Ratio to be
less than 3.00 to 1.00.



Section 5.07 Borrowing. No Company shall create, incur or have outstanding any
obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall
not apply to:



(a) the Loans or any other Indebtedness under this Agreement;



(b) the unsecured Indebtedness of Nordson under the Note Purchase Agreement in an original
principal amount not to exceed Fifty Million Dollars ($50,000,000);



(c) the unsecured Indebtedness of Nordson under the 2001 Note Purchase Agreement in an
aggregate principal amount not to exceed One Hundred Million Dollars ($100,000,000);



(d) the unsecured Indebtedness of Nordson owing to The Bank of Tokyo-Mitsubishi UFJ, Ltd. up
to the Dollar Equivalent of One Billion Japanese Yen (¥1,000,000,000);



(e) loans or capital leases to any Company for the purchase or lease of fixed assets, which
loans or leases are secured by the assets being purchased or leased, so long as the aggregate
principal amount of all such loans and leases for all Companies does not exceed the greater of (i)
Fifty Million Dollars ($50,000,000) and (ii) an amount equal to five percent (5%) of Consolidated
Total Assets at any time;



(f) loans by a Domestic Company (other than the Receivables Subsidiary) to another Domestic
Company (other than the Receivables Subsidiary);



(g) unsecured loans by a Foreign Subsidiary to a Domestic Company (other than the Receivables
Subsidiary) or another Foreign Subsidiary;



(h) Permitted Foreign Subsidiary Loans and Investments;



(i) Indebtedness of the Receivables Subsidiary under the Permitted Receivables Facility, so
long as (i) the funded amount, together with any other Indebtedness thereunder, does not exceed the
greater of (A) One Hundred Million Dollars ($100,000,000) and (B) an amount equal to ten percent
(10%) of Consolidated Total Assets at any time, and (ii) Borrowers provide a copy of the documents
evidencing such transaction to Agent; and



(j) additional unsecured Indebtedness of Nordson, to the extent not otherwise permitted
pursuant to any of the foregoing subparts, so long as (i) Nordson shall be in pro forma compliance
with Section 5.06 hereof after giving effect to the incurrence of such Indebtedness, and (ii) no
Event of Default shall exist prior to or after giving effect to the incurrence of any such
Indebtedness.



Section 5.08 Liens. No Company shall create, assume or suffer to exist any Lien upon
any of its property or assets, whether now owned or hereafter acquired; provided that this Section
shall not apply to the following:



(a) Liens for taxes not yet due or that are being actively contested in good faith by
appropriate proceedings and for which adequate reserves have been established in accordance with
GAAP;



(b) other statutory Liens incidental to the conduct of its business or the ownership of its
property and assets that (i) were not incurred in connection with the borrowing of money or the
obtaining of advances or credit, and (ii) do not in the aggregate materially detract from the value
of its property or assets or materially impair the use thereof in the operation of its business;



(c) easements or other minor defects or irregularities in title of real property not
interfering in any material respect with the use of such property in the business of any Company;



(d) any Lien granted to Agent, for the benefit of the Banks;



(e) Liens on fixed assets securing the loans or capital leases pursuant to Section 5.07(e)
hereof, provided that such Lien only attaches to the property being acquired or leased;



(f) Liens on the Receivables Related Assets in connection with the Permitted Receivables
Facility securing the obligations under the Permitted Receivables Facility; and



(g) any other Liens, to the extent not otherwise permitted pursuant to subparts (a) through
(g) hereof, so long as the aggregate amount of Indebtedness secured by all such Liens does not
exceed at any time, for all Companies, an amount equal to seven and one-half percent (7.5%) of
Consolidated Total Assets.



No Company (other than the Receivables Subsidiary) shall enter into any Material Indebtedness
Agreement (other than any contract or agreement entered into in connection with the Indebtedness
permitted to be incurred pursuant to Section 5.07 (b), (c), (d), (e), or (j) hereof) that would
prohibit Agent or the Banks from acquiring a security interest, mortgage or other Lien on, or a
collateral assignment of, any of the property or assets of a Company.



Section 5.09 Regulations U and X. No Company shall take any action that would result
in any non-compliance of the Loans with Regulations U and X, or any other applicable regulation, of
the Board of Governors of the Federal Reserve System.



Section 5.10 Investments and Loan. No Company shall, without the prior written
consent of Agent and the Required Banks, (a) create, acquire or hold any Subsidiary, (b) make or
hold any investment in any stocks, bonds or securities of any kind, (c) be or become a party to any
joint venture or other partnership, (d) make or keep outstanding any advance or loan to any Person,
or (e) be or become a Guarantor of any kind; provided, that this Section shall not apply to:




(i) investments by the Companies in cash and Cash Equivalents;




(ii) any endorsement of a check or other medium of payment for deposit or collection
through normal banking channels or similar transaction in the normal course of business;




(iii) the holding of Subsidiaries listed on Schedule 6.1 hereto and the
creation, acquisition and holding of any new Subsidiary (other than by the Receivables
Subsidiary) after the Closing Date so long as such new Subsidiary is created, acquired or
held in accordance with the terms and conditions of this Agreement;




(iv) loans to or investments in a Domestic Company (other than the Receivables
Subsidiary) to or by another Domestic Company (other than the Receivables Subsidiary);




(v) loans to or investments in a Foreign Subsidiary or Nordson by another Foreign
Subsidiary;




(vi) Permitted Foreign Subsidiary Loans and Investments;




(vii) any advance or loan to an officer or employee of a Company made in the ordinary
course of such Company’s business;




(viii) loans or advances to customers or suppliers in connection with a contractual
arrangement made in the ordinary course of business and consistent with past practice; and




(ix) any Permitted Investment.



Section 5.11 Merger and Sale of Assets. No Company shall merge or consolidate with
any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other
than in the ordinary course of business, except that, if no Default or Event of Default shall then
exist or immediately thereafter shall begin to exist:



(a) any Subsidiary (other than the Receivables Subsidiary) may merge with (i) Nordson
(provided that Nordson shall be the continuing or surviving Person) , or (ii) any one or more
Domestic Subsidiaries (other than the Receivables Subsidiary);



(b) any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or
otherwise dispose of any of its assets to (i) Nordson, or (ii) any one or more Domestic
Subsidiaries (other than the Receivables Subsidiary);



(c) in addition to any merger permitted pursuant to subpart (a) above, any Foreign Subsidiary
may merge with any one or more Foreign Subsidiaries;



(d) in addition to any sale, lease, transfer or other disposition permitted pursuant to
subpart (b) above, any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of
its assets to any one or more Foreign Subsidiaries;



(e) in addition to any sale, lease, transfer or other disposition permitted pursuant to
subparts (a) through (d) above, any Company may sell accounts receivables to the Receivables
Subsidiary in connection with the Permitted Receivables Facility;



(f) any merger or consolidation that constitutes an Acquisition permitted pursuant to Section
5.12 hereof; and



(g) in addition to any sale, lease, transfer or other disposition permitted pursuant to
subparts (a) through (e) above, any Company (other than the Receivables Subsidiary) may sell,
lease, transfer or otherwise dispose of any of its assets to any Person so long as the aggregate
amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies does
not exceed an amount equal to five and one-half percent (5.50%) of Consolidated Total Assets during
any fiscal year of Nordson.



Section 5.12 Acquisitions. No Borrower shall effect, or permit any Subsidiary to
effect, an Acquisition, except that any Company (other than the Receivables Subsidiary) may effect
an Acquisition so long as (a) such Borrower shall be the surviving entity if such Acquisition is a
merger or consolidation with such Borrower; (b) the business to be acquired shall be similar,
related, complementary or beneficial to the lines of business of the Companies; (c) the Board of
Directors (or equivalent governing body) and the management of the Person to be acquired shall have
approved such Acquisition; (d) no Default or Event of Default shall then exist or immediately
thereafter shall begin to exist; and (e) if the aggregate Consideration paid in connection with
such Acquisition is in excess of One Hundred Million Dollars ($100,000,000), Nordson shall have
provided to Agent and the Banks, at least five (5) days prior to such Acquisition, historical
financial statements of the target entity accompanied by a certificate of a Financial Officer of
Nordson certifying pro forma compliance with Section 5.06 hereof, both before and after the
proposed Acquisition.



Section 5.13 Notice. Each Borrower shall cause a Financial Officer of such Borrower
to promptly notify Agent and the Banks whenever (a) any Default or Event of Default may occur
hereunder, or (b) any default, or event with which the passage of time or the giving of notice, or
both, would cause a default, shall have occurred under any Material Indebtedness Agreement.



Section 5.14 Environmental Compliance. Except where the failure to do so would not
have or result in a Material Adverse Effect, (a) each Company shall comply in all respects with any
and all Environmental Laws including, without limitation, all Environmental Laws in jurisdictions
in which any Company owns or operates a facility or site, arranges for disposal or treatment of
hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances,
solid waste or other wastes or holds any interest in real property or otherwise; and (b) no Company
shall allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to
any real property in which any Company holds any interest or performs any of its operations, in
violation of any Environmental Law. Nordson shall defend, indemnify and hold Agent and the Banks
harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or
nature whatsoever (including attorneys’ fees) arising out of or resulting from the noncompliance of
any Company with any Environmental Law. Such indemnification shall survive any termination of this
Agreement.



Section 5.15 Affiliate Transactions. No Company shall, or shall permit any Subsidiary
to, directly or indirectly, enter into or permit to exist any transaction (including, without
limitation, the purchase, sale, lease or exchange of any property or the rendering of any service)
with any Affiliate of a Company on terms that are less favorable to such Company or such
Subsidiary, as the case may be, than those that might be obtained at the time in a transaction with
a non-Affiliate; provided, however, that the foregoing shall not prohibit (a) the payment of
customary and reasonable directors’ fees to directors who are not employees of a Company or any
Affiliate of a Company; or (b) any transaction, including, but not limited to the transactions
contemplated pursuant to the Permitted Receivables Facility, between Nordson and an Affiliate that
Nordson reasonably determines in good faith is beneficial to Nordson and its Affiliates as a whole
and that is not entered into for the purpose of hindering the exercise by Agent or the Banks of
their rights or remedies under this Agreement.



Section 5.16 Use of Proceeds. Borrowers’ use of the proceeds of the Loans shall be
solely for working capital and other general corporate purposes of Borrowers and their Subsidiaries
and for acquisitions permitted pursuant to this Agreement.



Section 5.17 Restricted Payments.



(a) Each Subsidiary shall make Capital Distributions to Nordson of such Subsidiary’s Net
Earnings on a regular basis consistent with the past practices of Nordson, subject to Section 5.18.



(b) Except for any Restricted Payment made pursuant to subpart (a) above, no Company shall
make or commit itself to make any Restricted Payment, provided, that:




(i) any Company may make or commit itself to make, directly or indirectly, any Capital
Distribution to Nordson at any time;




(ii) if no Default or Event of Default shall then exist or immediately thereafter shall
begin to exist, Nordson may make Capital Distributions to the shareholders of Nordson; and




(iii) if no Default or Event of Default shall then exist or immediately thereafter
shall begin to exist, Nordson may make Share Repurchases.



Section 5.18 Restrictive Agreements. Except as set forth in this Agreement, Nordson
shall not, and shall not permit any of its Subsidiaries (excluding the Receivables Subsidiary) to,
directly or indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary (excluding the Receivables Subsidiary)
to (a) make, directly or indirectly, any Capital Distribution to Nordson; (b) make, directly or
indirectly, loans or advances or capital contributions to Nordson; or (c) transfer, directly or
indirectly, any of the properties or assets of such Subsidiary (excluding the Receivables
Subsidiary) to Nordson, except for such encumbrances or restrictions existing under or by reason of
(i) applicable law, (ii) customary non-assignment provisions in leases or other agreements entered
in the ordinary course of business and consistent with past practices, (iii) customary restrictions
in security agreements or mortgages securing Indebtedness of a Company to the extent such
restrictions only restrict the transfer of the property subject to such security agreement or
mortgage or (iv) customary and reasonable restrictions in agreements necessary to obtain Permitted
Foreign Subsidiary Loans and Investments so long as such restrictions do not materially encumber
the ability of the Foreign Subsidiaries taken as a whole to make Capital Distributions.



Section 5.19 Guaranties of Payment; Guaranty Under Material Indebtedness Agreement.



(a) No Company shall be or become a Guarantor of the Indebtedness incurred pursuant to the
Note Purchase Agreement, the 2001 Note Purchase Agreement or any other Material Indebtedness
Agreement unless such Company is also a Guarantor of Payment under this Agreement prior to or
concurrently therewith.



(b) If, pursuant to the terms and conditions of the Note Purchase Agreement, the 2001 Note
Purchase Agreement or each other Material Indebtedness Agreement at any time after the Closing
Date, the Domestic Subsidiaries are permitted to become Guarantors of Payment with respect to all
of the Debt, then, (i) Nordson shall immediately provide written notice thereof to Agent, and (ii)
upon request of Agent or the Required Banks, Nordson shall cause each such Domestic Subsidiary to
execute and deliver to Agent, for the benefit of Banks, a Guaranty of Payment, in form and
substance satisfactory to Agent and the Required Banks, and upon request of Agent and the Required
Banks, Nordson shall deliver such corporate governance or other documents of each such Domestic
Subsidiary as Agent shall deem necessary or appropriate.



Section 5.20 Pari Passu Ranking. The Debt shall, and Borrowers shall take all
necessary action to ensure that the Debt shall, at all times rank at least pari passu in right of
payment (to the fullest extent permitted by law) with all other senior unsecured Indebtedness of
Borrowers.



Section 5.21 Anti-Terrorism Laws. Borrowers shall not be in violation of any law,
regulation, or list of any government agency (including, without limitation, the U.S. Office of
Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits or
limits the conduct of business with or the receiving of funds, goods or services to or for the
benefit of certain Persons specified therein or that prohibits or limits any Bank from making any
advance or extension of credit to Borrowers or from otherwise conducting business with Borrowers.



ARTICLE VI.




REPRESENTATIONS AND WARRANTIES




Each Borrower represents and warrants that the statements set forth in this Article VI are
true, correct and complete.



Section 6.01 Corporate Existence; Subsidiaries; Foreign Qualification.



(a) Each Company is an entity duly organized, validly existing, and in good standing under the
laws of its state or jurisdiction of incorporation or organization and is duly qualified and
authorized to do business and is in good standing as a foreign entity in each jurisdiction where
the character of its property or its business activities makes such qualification necessary, except
where the failure to so qualify will not cause or result in a Material Adverse Effect.



(b) Schedule 6.1 hereto sets forth (i) each Company, (ii) each Company’s state or
jurisdiction of organization, (iii) each state or other jurisdiction in which each Company is
qualified to do business as a foreign entity, and (iv) the capitalization of each Company.



Section 6.02 Corporate Authority. Each Borrower has the right and power and is duly
authorized and empowered to enter into, execute and deliver the Loan Documents to which it is a
party and to perform and observe the provisions of the Loan Documents. The Loan Documents to which
each Borrower is a party have been duly authorized and approved by such Borrower’s Board of
Directors and are the valid and binding obligations of such Borrower, enforceable against such
Borrower in accordance with their respective terms. The execution, delivery and performance of the
Loan Documents will not violate any applicable law, conflict with or result in any breach in any of
the provisions of, or constitute a default under, or result in the creation of any Lien (other than
Liens permitted under Section 5.08 hereof) upon any assets or property of any Company under the
provisions of such Company’s Organizational Documents or any agreement.



Section 6.03 Compliance With Laws. Each Company:



(a) holds permits, certificates, licenses, orders, registrations, franchises, authorizations,
and other approvals from federal, state, local, and foreign governmental and regulatory bodies
necessary for the conduct of its business and is in compliance with all applicable laws relating
thereto except where the failure to do so would not have a Material Adverse Effect;



(b) is in compliance with all federal, state, local, or foreign applicable statutes, rules,
regulations, and orders including, without limitation, those relating to environmental protection,
occupational safety and health, and equal employment practices, except where the failure to do so
would not have a Material Adverse Effect; and



(c) is not in violation of or in default under any agreement to which it is a party or by
which its assets are subject or bound, except to the extent that any such violation or default
would not have a Material Adverse Effect.



Section 6.04 Litigation and Administrative Proceedings. Except as disclosed on
Schedule 6.4 hereto, as to any of which, individually or in the aggregate, if determined
adversely, would not have a Material Adverse Effect, there are (a) no lawsuits, actions,
investigations, or other proceedings pending or threatened against any Company, or in respect of
which any Company may have any liability, in any court or before any governmental authority,
arbitration board, or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of
any court or government agency or instrumentality to which any Company is a party or by which the
property or assets of any Company are bound, and (c) no grievances, disputes, or controversies
outstanding with any union or other organization of the employees of any Company, or threats of
work stoppage, strike, or pending demands for collective bargaining.



Section 6.05 Title to Assets. Each Company has good title to and ownership of all
property it purports to own, which property is free and clear of all Liens, except those permitted
under Section 5.08 hereof.



Section 6.06 Liens and Security Interests. On and after the Closing Date, except for
Liens permitted pursuant to Section 5.08 hereof, (a) there is no financing statement outstanding
covering any personal property of any Company, other than a financing statement in favor of Agent,
for the benefit of the Banks, if any; (b) there is no mortgage outstanding covering any real
property of any Company, other than a mortgage in favor of Agent, for the benefit of the Banks, if
any; and (c) no real or personal property of any Company is subject to any security interest or
Lien of any kind other than any security interest or Lien that may be granted to Agent, for the
benefit of the Banks. No Company (other than the Receivables Subsidiary) has entered into any
contract or agreement that exists on or after the Closing Date (other than any contract or
agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to
Section 5.07 (b), (c), (d), or (e) hereof) that would prohibit Agent or the Banks from acquiring a
security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or
assets of any Company.



Section 6.07 Tax Returns. All foreign, federal, state and local tax returns and other
reports required by law to be filed in respect of the income, business, properties and employees of
each Company have been filed and all taxes, assessments, fees and other governmental charges that
are due and payable have been paid, except as otherwise permitted herein or the failure to do so
does not and will not cause or result in a Material Adverse Effect. The provision for taxes on the
books of each Company is adequate for all years not closed by applicable statutes and for the
current fiscal year.



Section 6.08 Environmental Laws. Each Company is in compliance with any and all
Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in
which any Company owns or operates, or has owned or operated, a facility or site, arranges or has
arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or
has accepted for transport any hazardous substances, solid waste or other wastes or holds or has
held any interest in real property or otherwise, except where the failure to so comply would not
have a Material Adverse Effect. Except as disclosed on Schedule 6.8 hereto, no litigation
or proceeding arising under, relating to or in connection with any Environmental Law is pending or,
to the best knowledge of each Company, threatened, against any Company, any real property in which
any Company holds or has held an interest or any past or present operation of any Company that, if
determined adversely, would have a Material Adverse Effect. No release, threatened release or
disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than
those that are currently being cleaned up in accordance with Environmental Laws), on, under or to
any real property in which any Company holds any interest or performs any of its operations, in
violation of any Environmental Law. As used in this Section, “litigation or proceeding” means any
demand, claim, notice, suit, suit in equity, action, administrative action, investigation or
inquiry whether brought by any governmental authority, private Person or otherwise.



Section 6.09 Continued Business. There exists no actual, pending, or, to Borrowers’
knowledge, any threatened termination, cancellation or limitation of, or any modification or change
in the business relationship of any Company and any customer or supplier, or any group of customers
or suppliers, whose purchases or supplies, individually or in the aggregate, are material to the
business of any Company, and there exists no present condition or state of facts or circumstances
that would materially and adversely affect any Company in any respect or prevent a Company from
conducting its business or the transactions contemplated by this Agreement in substantially the
same manner in which it was previously conducted in each case that would have a Material Adverse
Effect.



Section 6.10 Employee Benefit Plans. No ERISA Event has occurred or is expected to
occur with respect to an ERISA Plan. Full payment has been made of all amounts which a Controlled
Group member is required, under applicable law or under the governing documents, to have been paid
as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group
member with respect to each ERISA Plan has been fully funded based upon reasonable and proper
actuarial assumptions, has been fully insured, or has been fully reserved for on its financial
statements. No changes have occurred or are expected to occur that would cause a material increase
in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is
intended to be qualified under Code Section 401(a): (a) the ERISA Plan and any associated trust
operationally comply with the applicable requirements of Code Section 401(a), (b) the ERISA Plan
and any associated trust have been amended to comply with all such requirements as currently in
effect, other than those requirements for which a retroactive amendment can be made within the
“remedial amendment period” available under Code Section 401(b) (as extended under Treasury
Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan
and any associated trust have received a favorable determination letter from the Internal Revenue
Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust
qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under
the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a
time for which the above-described “remedial amendment period” has not yet expired, (d) the ERISA
Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive
amendment that may be made within the above-described “remedial amendment period”, and (e) no
contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With
respect to any Pension Plan (except to the extent set forth in footnote 4 to Nordson’s Consolidated
financial statements for the fiscal year ended October 31, 2006), the “accumulated benefit
obligation” of Controlled Group members with respect to the Pension Plan (as determined in
accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”, as
applicable to Nordson from time to time) does not exceed the fair market value of Pension Plan
assets.



Section 6.11 Consents or Approvals. No consent, approval or authorization of, or
filing, registration or qualification with, any governmental authority or any other Person is
required to be obtained or completed by any Borrower in connection with the execution, delivery or
performance of any of the Loan Documents, that has not already been obtained or completed.



Section 6.12 Solvency. Each Borrower has received consideration that is the
reasonable equivalent value of the obligations and liabilities that such Borrower has incurred to
the Banks. No Borrower is insolvent as defined in any applicable state or federal statute, nor will
any Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and
the Banks. No Borrower is engaged or about to engage in any business or transaction for which the
assets retained by it are or will constitute unreasonably small capital, taking into consideration
the obligations to Agent and the Banks incurred hereunder. No Borrower intends to, nor does it
believe that it will, incur debts beyond its ability to pay such debts as they mature.



Section 6.13 Financial Statements. The Consolidated financial statements of Nordson
for the fiscal year ended on October 31, 2006 and the interim Consolidated financial statements for
FQE April 30, 2007, furnished to Agent and the Banks, are true and complete, have been prepared in
accordance with GAAP, and fairly present the financial condition of the Companies as of the dates
of such financial statements and the results of their operations for the periods then ending.



Section 6.14 Regulations. No Borrower is engaged principally or as one of its
important activities, in the business of extending credit for the purpose of purchasing or carrying
any “margin stock” (within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System of the United States of America). Neither the granting of any Loan (or any
conversion thereof) nor the use of the proceeds of any Loan will violate, or be inconsistent with,
the provisions of Regulation U or X or any other Regulation of such Board of Governors.



Section 6.15 Investment Company; Holding Company. No Company is (a) an “investment
company” or a company “controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended, or (b) subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, each as amended, or any foreign, federal, state or
local statute or regulation limiting its ability to incur Indebtedness.



Section 6.16 Accurate and Complete Statements. Neither the Loan Documents nor any
written statement made by any Company in connection with any of the Loan Documents contains any
untrue statement of a material fact or omits a material fact necessary to make the statements
contained therein or in the Loan Documents not misleading. After due inquiry by a Financial
Officer of each Borrower, as of the Closing Date, there is no known fact that any Company has not
disclosed to Agent and the Banks that has or would have a Material Adverse Effect.



Section 6.17 Defaults. No Default or Event of Default exists hereunder, nor will any
begin to exist immediately after the execution and delivery hereof.



Section 6.18 Anti-Terrorism Law Compliance. No Borrower is subject to or in violation
of any law, regulation, or list of any government agency (including, without limitation, the U.S.
Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that
prohibits or limits the conduct of business with or the receiving of funds, goods or services to or
for the benefit of certain Persons specified therein or that prohibits or limits any Bank from
making any advance or extension of credit to Borrowers or from otherwise conducting business with
Borrowers.



ARTICLE VII.




EVENTS OF DEFAULT




Each of the following shall constitute an Event of Default hereunder:



Section 7.01 Payments. If (a) the principal of any Loan shall not be paid in full
punctually when due and payable, or (b) the interest on any Loan or any facility or other fee shall
not be paid in full punctually when due and payable or within five (5) Business Days thereafter.



Section 7.02 Special Covenants. If any Company or Obligor shall fail or omit to
perform and observe Sections 5.06, 5.07, 5.08, 5.10, 5.11 or 5.17(b) hereof.



Section 7.03 Other Covenants. If any Company or Obligor shall fail or omit to
perform and observe any agreement or other provision (other than those referred to in Sections 7.01
or 7.02 hereof) contained or referred to in this Agreement or any Related Writing that is on such
Company’s or Obligor’s part, as the case may be, to be complied with, and that Default shall not
have been fully corrected within thirty (30) days after the giving of written notice thereof to a
Borrower by Agent or any Bank that the specified Default is to be remedied.



Section 7.04 Representations and Warranties. If any representation, warranty or
statement made in or pursuant to this Agreement or any Related Writing or any other material
information furnished by any Company or any Obligor to the Banks or any thereof or any other holder
of any Note, shall be false or erroneous.



Section 7.05 Cross Default. If any Company or Obligor shall default in the payment in
an amount in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) of principal,
interest or fees due and owing upon any other obligation for borrowed money (other than any of the
Debt) in excess, for all such obligations for all such Companies and Obligors, of the greater of
(i) Twenty Million Dollars ($20,000,000) and (ii) an amount equal to two percent (2%) of
Consolidated Total Assets beyond any period of grace provided with respect thereto, or in the
performance or observance of any other agreement, term or condition contained in any agreement
under which such obligation is created beyond any period of grace provided with respect thereto, if
the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to
permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity.



Section 7.06 ERISA Default. The occurrence of one or more ERISA Events that (a) the
Required Banks determine could have a Material Adverse Effect, or (b) results in a Lien on any of
the assets of any Company in excess of the greater of (i) Twenty Million Dollars ($20,000,000) and
(ii) an amount equal to two percent (2%) of Consolidated Total Assets.



Section 7.07 Change In Control. If any Change in Control shall occur.



Section 7.08 Money Judgment. A final judgment or order for the payment of money shall
be rendered against any Company or Obligor by a court of competent jurisdiction, that remains
unpaid or unstayed and undischarged for a period (during which execution shall not be effectively
stayed) of thirty (30) days after the date on which the right to appeal has expired, provided that
the aggregate of all such judgments for all such Companies and Obligors shall exceed the greater of
(i) Twenty Million Dollars ($20,000,000) and (ii) an amount equal to two percent (2%) of
Consolidated Total Assets.



Section 7.09 Validity of Loan Documents. (a) Any material provision, in the
reasonable opinion of Agent, of any Loan Document shall at any time for any reason cease to be
valid and binding and enforceable against a Borrower or any Company; (b) the validity, binding
effect or enforceability of any material provision of any Loan Document against any Borrower or any
Company shall be contested by such Company or any other Obligor; (c) any Borrower or any Guarantor
of Payment shall deny that it has any or further liability or obligation thereunder; or (d) any
material provision of any Loan Document shall be terminated, invalidated or set aside, or be
declared ineffective or inoperative or in any way cease to give or provide to Agent and the Banks
the benefits purported to be created thereby.



Section 7.10 Insolvency. If Nordson, any Foreign Borrower or any other Subsidiary
(other than any Subsidiary that individually, or in the aggregate when combined with all other
Subsidiaries excluded from this Section 7.10 by operation of this parenthetical, has assets less
than or equal to the greater of (i) Twenty Million Dollars ($20,000,000) and (ii) an amount equal
to two percent (2%) of Consolidated Total Assets) shall (a) except as permitted pursuant to Section
5.11 hereof, discontinue business, (b) generally not pay its debts as such debts become due, (c)
make a general assignment for the benefit of creditors, (d) apply for or consent to the appointment
of a receiver, a custodian, a trustee, an interim trustee or liquidator of all or a substantial
part of its assets, (e) be adjudicated a debtor or have entered against it an order for relief
under Title 11 of the United States Code, as the same may be amended from time to time, (f) file a
voluntary petition in bankruptcy, or have an involuntary proceeding filed against it and the same
shall continue undismissed for a period of thirty (30) days from commencement of such proceeding or
case, or file a petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether federal or state (or the foreign equivalent))
relating to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other
proceeding (whether federal or state (or the foreign equivalent)) relating to relief of debtors,
(g) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days any
judgment, decree or order entered by a court of competent jurisdiction, that approves a petition
seeking its reorganization or appoints a receiver, custodian, trustee, interim trustee or
liquidator of all or a substantial part of its assets, or (h) take, or omit to take, any action in
order thereby to effect any of the foregoing.



ARTICLE VIII.




REMEDIES UPON DEFAULT




Notwithstanding any contrary provision or implication herein or elsewhere:



Section 8.01 Optional Defaults. If any Event of Default referred to in Section 7.01,
7.02, 7.03, 7.04, 7.05, 7.06, 7.07, 7.08 or 7.09 hereof shall occur, Agent may, with the consent of
the Required Banks, and shall, at the request of the Required Banks, give written notice to
Borrowers, to:



(a) terminate the Commitment and the credits hereby established, if not previously terminated,
and, immediately upon such election, the obligations of the Banks, and each thereof, to make any
further Loan and the obligation of Agent to make any Swing Loan hereunder immediately shall be
terminated, and/or



(b) accelerate the maturity of all of the Debt (if the Debt is not already due and payable),
whereupon all of the Debt shall become and thereafter be immediately due and payable in full
without any presentment or demand and without any further or other notice of any kind, all of which
are hereby waived by Borrowers.



Section 8.02 Automatic Defaults. If any Event of Default referred to in Section 7.10
hereof shall occur:



(a) all of the Commitment and the credits hereby established shall automatically and
immediately terminate, if not previously terminated, and no Bank thereafter shall be under any
obligation to grant any further Loan, nor shall Agent be obligated to make any Swing Loan
hereunder, and



(b) the principal, interest and any other amounts then outstanding on all of the Notes, and
all of the other Debt, shall thereupon become and thereafter be immediately due and payable in full
(if the Debt is not already due and payable), all without any presentment, demand or notice of any
kind, which are hereby waived by Borrowers.



Section 8.03 Offsets. If there shall occur or exist any Event of Default referred to
in Section 7.10 hereof or if the Debt is accelerated pursuant to Section 8.01 or 8.02 hereof, each
Bank shall have the right at any time to set off against, and to appropriate and apply toward the
payment of, any and all Debt then owing by each Borrower to that Bank (including, without
limitation, any participation purchased or to be purchased pursuant to Section 2.01B or 8.04
hereof), whether or not the same shall then have matured, any and all deposit balances and all
other indebtedness then held or owing by that Bank to or for the credit or account of any Borrower
or any Guarantor of Payment, all without notice to or demand upon such Borrower or any other
Person, all such notices and demands being hereby expressly waived by each Borrower.



Section 8.04 Equalization Provision. Each Bank agrees with the other Banks that if
it, at any time, shall obtain any Advantage over the other Banks or any thereof in respect of the
Debt (except as to Swing Loans and except under Article III hereof), it shall purchase from the
other Banks, for cash and at par, such additional participation in the Debt as shall be necessary
to nullify the Advantage. If any such Advantage resulting in the purchase of an additional
participation as aforesaid shall be recovered in whole or in part from the Bank receiving the
Advantage, each such purchase shall be rescinded, and the purchase price restored (but without
interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to
the Person recovering the Advantage from such Bank) ratably to the extent of the recovery. Each
Bank further agrees with the other Banks that if it at any time shall receive any payment for or on
behalf of any Borrower on any indebtedness owing by such Borrower to that Bank by reason of offset
of any deposit or other indebtedness, it will apply such payment first to any and all Debt owing by
such Borrower to that Bank (including, without limitation, any participation purchased or to be
purchased pursuant to this Section or any other Section of this Agreement). Each Borrower agrees
that any Bank so purchasing a participation from the other Banks or any thereof pursuant to this
Section may exercise all its rights of payment (including the right of set-off) with respect to
such participation as fully as if such Bank was a direct creditor of such Borrower in the amount of
such participation.



ARTICLE IX.




THE AGENT




The Banks authorize KeyBank National Association and KeyBank National Association hereby
agrees to act as agent for the Banks in respect of this Agreement upon the terms and conditions set
forth elsewhere in this Agreement, and upon the following terms and conditions:



Section 9.01 Appointment and Authorization. Each Bank hereby irrevocably appoints and
authorizes Agent to take such action as agent on its behalf and to exercise such powers hereunder
as are delegated to Agent by the terms hereof, together with such powers as are reasonably
incidental thereto. Neither Agent nor any of its Affiliates, directors, officers, attorneys or
employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in
connection herewith, except for its or their own gross negligence or willful misconduct.



Section 9.02 Note Holders. Agent may treat the payee of any Note as the holder
thereof until written notice of transfer shall have been filed with it, signed by such payee and in
form satisfactory to Agent.



Section 9.03 Consultation With Counsel. Agent may consult with legal counsel selected
by it and shall not be liable for any action taken or suffered in good faith by it in accordance
with the opinion of such counsel.



Section 9.04 Documents. Agent shall not be under any duty to examine into or pass
upon the validity, effectiveness, genuineness or value of any Loan Documents or any other Related
Writing furnished pursuant hereto or in connection herewith or the value of any collateral obtained
hereunder, and Agent shall be entitled to assume that the same are valid, effective and genuine and
what they purport to be.



Section 9.05 Agent and Affiliates. With respect to the Loans, Agent, each
Co-Documentation Agent and the Syndication Agent shall have the same rights and powers hereunder as
any other Bank and may exercise the same as though it were not Agent, Co-Documentation Agent or
Syndication Agent, as the case may be, and Agent, each Co-Documentation Agent and the Syndication
Agent and their respective Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with any Company or any Affiliate thereof.



Section 9.06 Knowledge of Default. It is expressly understood and agreed that Agent
shall be entitled to assume that no Default or Event of Default has occurred (other than an Event
of Default under Section 7.01 hereof), unless Agent has been notified by a Bank in writing that
such Bank believes that a Default or Event of Default has occurred and is continuing and specifying
the nature thereof or has been notified by Borrowers pursuant to Section 5.13 hereof.



Section 9.07 Action By Agent. Subject to the other terms and conditions hereof, so
long as Agent shall be entitled, pursuant to Section 9.06 hereof, to assume that no Default or
Event of Default shall have occurred and be continuing, Agent shall be entitled to use its
discretion with respect to exercising or refraining from exercising any rights that may be vested
in it by, or with respect to taking or refraining from taking any action or actions that it may be
able to take under or in respect of, this Agreement. Agent shall incur no liability under or in
respect of this Agreement by acting upon any notice, certificate, warranty or other paper or
instrument believed by it to be genuine or authentic or to be signed by the proper party or
parties, or with respect to anything that it may do or refrain from doing in the reasonable
exercise of its judgment, or that may seem to it to be necessary or desirable in the premises.



Section 9.08 Notices, Default, Etc. In the event that Agent shall have acquired
actual knowledge of any Default or Event of Default, Agent shall promptly notify the Banks and
shall take such action and assert such rights under this Agreement as the Required Banks shall
direct and Agent shall promptly inform the other Banks in writing of the action taken. Subject to
the other terms and conditions hereof, Agent may take such action and assert such rights as it
deems to be advisable, in its discretion, for the protection of the interests of the holders of the
Notes.



Section 9.09 Indemnification of Agent. The Banks agree to indemnify Agent (to the
extent not reimbursed by Borrowers) ratably, according to their respective Commitment Percentages,
from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against Agent in its agency capacity in any way relating to or
arising out of this Agreement or any Loan Document or any action taken or omitted by it with
respect to this Agreement or any Loan Document, provided that no Bank shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including attorneys’ fees) or disbursements resulting from Agent’s gross
negligence, willful misconduct or from any action taken or omitted by it in any capacity other than
as agent under this Agreement.



Section 9.10 Successor Agent. Agent may resign as agent hereunder by giving not fewer
than thirty (30) days prior written notice to Nordson and the Banks. If Agent shall resign under
this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor
agent for the Banks (with the consent of Nordson so long as a Default or an Event of Default has
not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent
shall not be so appointed and approved within the thirty (30) day period following Agent’s notice
to the Banks of its resignation, then Agent shall appoint a successor agent that shall serve as
agent until such time as the Required Banks appoint a successor agent. Upon its appointment, such
successor agent shall succeed to the rights, powers and duties as agent, and the term “Agent” shall
mean such successor effective upon its appointment, and the former agent’s rights, powers and
duties as agent shall be terminated without any other or further act or deed on the part of such
former agent or any of the parties to this Agreement.



Section 9.11 No Reliance on Agent’s Customer Identification Program. Each Bank
acknowledges and agrees that neither such Bank, nor any of its Affiliates, participants or
assignees, may rely on Agent to carry out such Bank’s, Affiliate’s, participant’s or assignee’s
customer identification program, or other obligations required or imposed under or pursuant to the
USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR
103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other
Anti-Terrorism Law, including any programs involving any of the following items relating to or in
connection with Borrowers, any other Company, their respective Affiliates or agents, the Loan
Documents or the transactions hereunder: (a) any identity verification procedures, (b) any record
keeping, (c) any comparisons with government lists, (d) any customer notices or (e) any other
procedures required under the CIP Regulations or such other law.



Section 9.12 USA Patriot Act. Each Bank or assignee or participant of a Bank that is
not organized under the laws of the United States of America or a state thereof (and is not
excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the
applicable regulations because it is both (a) an Affiliate of a depository institution or foreign
bank that maintains a physical presence in the United States or foreign country, and (b) subject to
supervision by a banking authority regulating such Affiliated depository institution or foreign
bank) shall deliver to Agent the certification, or, if applicable, recertification, certifying that
such Bank is not a “shell” and certifying to other matters as required by Section 313 of the
USA Patriot Act and the applicable regulations: (i) within 10 days after the Closing Date and
(ii) at such other times as are required under the USA Patriot Act.



Section 9.13 Other Agents. No Bank (other than Agent) that is indicated as having an
agency capacity (such as “Syndication Agent”, “Co-Documentation Agent” or other similar titles)
shall have any duties or responsibilities hereunder in its capacity as such.



ARTICLE X.




MISCELLANEOUS




Section 10.01 Banks’ Independent Investigation. Each Bank, by its signature to this
Agreement, acknowledges and agrees that Agent has made no representation or warranty, express or
implied, with respect to the creditworthiness, financial condition, or any other condition of any
Company or with respect to the statements contained in any information memorandum furnished in
connection herewith or in any other oral or written communication between Agent and such Bank. Each
Bank represents that it has made and shall continue to make its own independent investigation of
the creditworthiness, financial condition and affairs of the Companies in connection with the
extension of credit hereunder, and agrees that Agent has no duty or responsibility, either
initially or on a continuing basis, to provide any Bank with any credit or other information with
respect thereto (other than such notices as may be expressly required to be given by Agent to the
Banks hereunder), whether coming into its possession before the granting of the first Loans
hereunder or at any time or times thereafter.



Section 10.02 No Waiver; Cumulative Remedies. No omission or course of dealing on the
part of Agent, any Bank or the holder of any Note in exercising any right, power or remedy
hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the
Loan Documents. The remedies herein provided are cumulative and in addition to any other rights,
powers or privileges held by operation of law, by contract or otherwise.



Section 10.03 Amendments; Consents. No amendment, modification, termination, or
waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be
effective unless the same shall be in writing and signed by the Required Banks and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which
given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be
required with respect to (a) any increase in the Total Commitment Amount hereunder except in
accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of
any Loan, the payment date of interest or principal with respect thereto, or the payment date of
facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on
the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the
amount of fees hereunder or any change in the manner of pro rata application of any payments made
by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting
rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of
Payment, if any, except in connection with a transaction permitted pursuant to Section 5.11 hereof,
or (f) any amendment to this Section 10.3 or Section 8.04 hereof. In addition, the Revolving
Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice
of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent
to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or
consent obtained as authorized by this Section, regardless of its failure to agree thereto.



Section 10.04 Notices. All notices, requests, demands and other communications
provided for hereunder shall be in writing and, if to Borrowers, mailed or delivered to it,
addressed to it at the address specified on the signature pages of this Agreement, if to a Bank,
mailed or delivered to it, addressed to the address of such Bank specified on the signature pages
of this Agreement, or, as to each party, at such other address as shall be designated by such party
in a written notice to each of the other parties. All notices, statements, requests, demands and
other communications provided for hereunder shall be given by overnight delivery or first class
mail with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by
facsimile with telephonic confirmation of receipt, except that all notices hereunder shall not be
effective until received.



Section 10.05 Costs, Expenses and Taxes. Nordson agrees to pay on demand all costs
and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and
out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in
connection with the preparation, negotiation and closing of the Loan Documents and the
administration of the Loan Documents, the collection and disbursement of all funds hereunder and
the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent
in connection with the administration of the Loan Documents and the other instruments and documents
to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special
counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained
by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs
and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the
restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related
Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable
or determined to be payable in connection with the execution and delivery of the Loan Documents to
which such Borrower is a party, and the other instruments and documents to be delivered hereunder,
and agrees to hold Agent and each Bank harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes or fees.



Section 10.06 Indemnification. Each Borrower agrees to defend, indemnify and hold
harmless Agent and the Banks (and their respective Affiliates, officers, directors, attorneys,
agents and employees) from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent or
any Bank in connection with any investigative, administrative or judicial proceeding (whether or
not such Bank or Agent shall be designated a party thereto) or any other claim by any Person
relating to or arising out of any Loan Document or any actual or proposed use of proceeds of the
Loans or any of the Debt, or any activities of any Company or any Obligor or any of their
respective Affiliates; provided that (i) no Bank nor Agent shall have the right to be indemnified
under this Section for its own gross negligence or willful misconduct as determined by a court of
competent jurisdiction and (ii) each Foreign Borrower shall only be liable for the costs, expenses
or liabilities attributable to it. All obligations provided for in this Section 10.06 shall
survive any termination of this Agreement.



Section 10.07 Obligations Several; No Fiduciary Obligations. The obligations of the
Banks hereunder are several and not joint. Nothing contained in this Agreement and no action taken
by Agent or the Banks pursuant hereto shall be deemed to constitute the Banks a partnership,
association, joint venture or other entity. No default by any Bank hereunder shall excuse the other
Banks from any obligation under this Agreement; but no Bank shall have or acquire any additional
obligation of any kind by reason of such default. The relationship among Borrowers and the Banks
with respect to the Loan Documents and the Related Writings is and shall be solely that of debtor
and creditors, respectively, and neither Agent nor any Bank shall have any fiduciary obligation
toward any Borrower with respect to any such documents or the transactions contemplated thereby.



Section 10.08 Execution In Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts and by facsimile
signature, each of which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same agreement.



Section 10.09 Binding Effect; Borrowers’ Assignment. This Agreement shall become
effective when it shall have been executed by each Borrower, Agent and by each Bank and thereafter
shall be binding upon and inure to the benefit of each Borrower, Agent and each of the Banks and
their respective successors and assigns, except that no Borrower shall have the right to assign its
rights hereunder or any interest herein without the prior written consent of Agent and all of the
Banks.



Section 10.10 Assignments.



(a) Each Bank shall have the right, in accordance with the terms and conditions of this
Section 10.10, at any time or times to assign to one or more commercial banks, finance companies,
insurance companies or other financial institution or fund which, in each case, in the ordinary
course of business extends credit of the type contemplated herein and whose becoming an assignee
would not constitute a prohibited transaction under Section 4975 of ERISA, without recourse, all or
a percentage of all of such Bank’s Commitment, all Loans made by such Bank, such Bank’s Notes, and
such Bank’s interest in any participation purchased pursuant to Section 2.01B or Section 8.04
hereof.



(b) No assignment may be consummated pursuant to this Section 10.10 without the prior written
consent of Nordson and Agent (other than an assignment by any Bank to any Affiliate of such Bank
which Affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly
owns, either directly or indirectly, such Bank), which consent of Nordson and Agent shall not be
unreasonably withheld; provided, however, that, Nordson’s consent shall not be required if, at the
time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein
to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or
any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such
assignment shall release such assigning Bank from its obligations hereunder.



(c) Each assignment made pursuant to this Section 10.10 shall be in a minimum amount of the
lesser of Five Million Dollars ($5,000,000) of the assignor’s Revolving Commitment and interest
herein or the entire amount of the assignor’s Revolving Commitment and interest herein.



(d) Unless an assignment made pursuant to this Section 10.09 shall be to an Affiliate of the
assignor or the assignment shall be due to merger of the assignor or for regulatory purposes,
either the assignor or the assignee shall remit to Agent, for its own account, an administrative
fee of Three Thousand Five Hundred Dollars ($3,500).



(e) Unless an assignment made pursuant to this Section 10.10 shall be due to merger of the
assignor or a collateral assignment for regulatory purposes, the assignor shall (i) cause the
assignee to execute and deliver to Nordson and Agent an Assignment Agreement and (ii) execute and
deliver, or cause the assignee to execute and deliver, as the case may be, to Agent such additional
amendments, assurances and other writings as Agent may reasonably require.



(f) If an assignment made pursuant to this 10.10 is to be made to an assignee that is
organized under the laws of any jurisdiction other than the United States or any state thereof, the
assignor Bank shall cause such assignee, at least five Business Days prior to the effective date of
such assignment, (i) to represent to the assignor Bank (for the benefit of the assignor Bank, Agent
and Borrowers) that under applicable law and treaties no taxes will be required to be withheld by
Agent, Borrowers or the assignor with respect to any payments to be made to such assignee in
respect of the Loans hereunder, (ii) to furnish to the assignor (and, in the case of any assignee
registered in the Register (as defined below), Agent and Borrowers) either (A) U.S. Internal
Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or (B) United States
Internal Revenue Service Forms W-8 or W-9, as applicable (wherein such assignee claims entitlement
to complete exemption from U.S. federal withholding tax on all interest payments hereunder), and
(iii) to agree (for the benefit of the assignor, Agent and Borrowers) to provide the assignor Bank
(and, in the case of any assignee registered in the Register, Agent and Borrowers) a new Form
W-8ECI or Form W-8BEN or Forms W-8 or W-9, as applicable, upon the expiration or obsolescence of
any previously delivered form and comparable statements in accordance with applicable U.S. laws and
regulations and amendments duly executed and completed by such assignee, and to comply from time to
time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.



(g) Upon satisfaction of all applicable requirements specified in subparts (a) though (f)
above, Borrowers shall execute and deliver (i) to Agent, the assignor and the assignee, any consent
or release (of all or a portion of the obligations of the assignor) required to be delivered by
Borrowers in connection with the Assignment Agreement, and (ii) to the assignee or the assignor (if
applicable), an appropriate Note or Notes. After delivery of the new Note or Notes, the assignor’s
Note or Notes being replaced shall be returned to Borrowers marked “replaced”.



(h) Upon satisfaction of all applicable requirements specified in subparts (a) though (f)
above, and any other condition contained in this Section 10.10, (i) the assignee shall become and
thereafter be deemed to be a “Bank” for the purposes of this Agreement, (ii) the Assignor shall be
released from its obligations hereunder to the extent its interest has been assigned, (iii) in the
event that the assignor’s entire interest has been assigned, the assignor shall cease to be and
thereafter shall no longer be deemed to be a “Bank” and (iv) the signature pages hereto and
Schedule 1 hereto shall be automatically amended, without further action, to reflect the result of
any such assignment.



(i) Agent shall maintain at the address for notices referred to in Section 10.04 hereof a copy
of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of
the names and addresses of the Banks and the Revolving Commitment of, and principal amount of the
Loans owing to, each Bank from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and Borrowers, Agent and the Banks may treat each financial
institution whose name is recorded in the Register as the owner of the Loan recorded therein for
all purposes of this Agreement. The Register shall be available for inspection by any Borrower or
any Bank at any reasonable time and from time to time upon reasonable prior notice.



Section 10.11 Participations.



(a) Each Bank shall have the right at any time or times, without the consent of Agent or
Borrowers, to sell one or more participations or sub-participations to a financial institution or
other “accredited investor” (as defined in SEC Regulation D), as the case may be, in all or any
part of such Bank’s Commitment, such Bank’s Commitment Percentage, any Loan made by such Bank, any
Note delivered to such Bank pursuant to this Agreement, and such Bank’s interest in any
participation, if any, purchased pursuant to Section 2.01B, Section 8.04 or this Section 10.11.



(b) The provisions of Article III and Section 10.06 shall inure to the benefit of each
purchaser of a participation or sub-participation and Agent shall continue to distribute payments
pursuant to this Agreement as if no participation has been sold.



(c) If any Bank shall sell any participation or sub-participation pursuant to this Section
10.11, such Bank shall, as between itself and the purchaser, retain all of its rights (including,
without limitation, rights to enforce against Borrowers the Loan Documents and the Related
Writings) and duties pursuant to the Loan Documents and the Related Writings, including, without
limitation, such Bank’s right to approve any waiver, consent or amendment pursuant to Section
10.03, except if and to the extent that any such waiver, consent or amendment would:




(i) reduce any fee or commission allocated to the participation or sub-participation,
as the case may be,




(ii) reduce the amount of any principal payment on any Loan allocated to the
participation or sub-participation, as the case may be, or reduce the principal amount of
any Loan so allocated or the rate of interest payable thereon, or




(iii) extend the time for payment of any amount allocated to the participation or
sub-participation, as the case may be.



(d) No participation or sub-participation shall operate as a delegation of any duty of the
seller thereof.



(e) Under no circumstance shall any participation or sub-participation be deemed a novation in
respect of all or any part of the seller’s obligations pursuant to this Agreement.



Section 10.12 Severability Of Provisions; Captions; Attachments. Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction. The several captions to Sections and subsections herein are
inserted for convenience only and shall be ignored in interpreting the provisions of this
Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein an
shall be deemed to be a part hereof.



Section 10.13 Investment Purpose. Each of the Banks represents and warrants to
Borrowers that it is entering into this Agreement with the present intention of acquiring any Note
issued pursuant hereto for investment purposes only and not for the purpose of distribution or
resale, it being understood, however, that each Bank shall at all times retain full control over
the disposition of its assets.



Section 10.14 Entire Agreement. This Agreement, any Note and any other Loan Document
or other agreement, document or instrument attached hereto or executed on or as of the Closing Date
integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral
representations and negotiations and prior writings with respect to the subject matter hereof.



Section 10.15 Governing Law; Submission to Jurisdiction. This Agreement, each of the
Notes and any Related Writing shall be governed by and construed in accordance with the laws of the
State of Ohio and the respective rights and obligations of Borrowers and the Banks shall be
governed by Ohio law, without regard to principles of conflict of laws. Each Borrower hereby
irrevocably submits to the non-exclusive jurisdiction of any Ohio state or federal court sitting in
Cleveland, Ohio, over any action or proceeding arising out of or relating to this Agreement, the
Debt or any Related Writing, and each Borrower hereby irrevocably agrees that all claims in respect
of such action or proceeding may be heard and determined in such Ohio state or federal court. Each
Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest
extent permitted by law, any objection it may now or hereafter have to the laying of venue in any
action or proceeding in any such court as well as any right it may now or hereafter have to remove
such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS
or otherwise. Each Borrower agrees that a final, nonappealable 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.



Section 10.16 Legal Representation of Parties. The Loan Documents were negotiated by
the parties with the benefit of legal representation and any rule of construction or interpretation
otherwise requiring this Agreement or any other Loan Document to be construed or interpreted
against any party shall not apply to any construction or interpretation hereof or thereof.



Section 10.17 Judgment Currency. If Agent, on behalf of the Banks, obtains a judgment
or judgments against any Borrower in an Alternate Currency, the obligations of such Borrower in
respect of any sum adjudged to be due to Agent or the Banks hereunder or under the Notes (the
“Judgment Amount”) shall be discharged only to the extent that, on the Business Day following
receipt by Agent of the Judgment Amount in the Alternate Currency, Agent, in accordance with normal
banking procedures, purchases Dollars with the Judgment Amount in such Alternate Currency. If the
amount of Dollars so purchased is less than the amount of Dollars that could have been purchased
with the Judgment Amount on the date or dates the Judgment Amount (excluding the portion of the
Judgment Amount which has accrued as a result of the failure of such Borrower to pay the sum
originally due hereunder or under the Notes when it was originally due hereunder or under the
Notes) was originally due and owing to Agent or the Banks hereunder or under the Notes (the
“Original Due Date”) (the “Loss”), Borrowers agree as a separate obligation and notwithstanding any
such judgment, to indemnify Agent or such Bank, as the case may be, against the Loss, and if the
amount of Dollars so purchased exceeds the amount of Dollars that could have been purchased with
the Judgment Amount on the Original Due Date, Agent or such Bank agrees to remit such excess to
Borrowers.



Section 10.18 Existing Credit Agreement. Each Bank that is a party to the Existing
Credit Agreement hereby waives the three (3) Business Day notice requirement for termination of the
commitments as set forth in Section 2.6 of the Existing Credit Agreement and each such Bank agrees
that upon the effectiveness of this Agreement and the payment in full of all Indebtedness and other
obligations owing under the Existing Credit Agreement, the Existing Credit Agreement shall be
deemed terminated.



[Remainder of page intentionally left blank]




Section 10.19 JURY TRIAL WAIVER. EACH BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG BORROWERS, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.



	 	 	 	 	 
	Address:

	 	28601 Clemens Road

Westlake, Ohio 44145

Attention: President, Chief Financial

and Administrative Officer
	 	NORDSON CORPORATION

By:     

Name: Peter S. Hellman

Title: President, Chief Financial

and Administrative Officer
	Address:

	 	KeyTower

127 Public Square

Cleveland, Ohio 44114

Attention: KCIB Loan Services
	 	KEYBANK NATIONAL ASSOCIATION,

as Co-Lead Arranger and

Administrative Agent and

as a Bank

By:     

Name: Thomas J. Purcell

Title: Senior Vice President






[Other Signature Pages to Follow]




	 	 	 	 	 
	Address:

	 	[     ]

[     ]

[     ]

[     ]
	 	[     ]

By:     

     

Name:
	
 
	 	 	 	Title:






1




=============================================================================================
=============================================



CREDIT AGREEMENT




among




NORDSON CORPORATION,

and other entities named herein,

as Borrowers,




THE FINANCIAL INSTITUTIONS NAMED HEREIN

as Banks,




KEYBANK NATIONAL ASSOCIATION,

as Co-Lead Arranger and

Administrative Agent,




J.P. MORGAN SECURITIES INC.

as Co-Lead Arranger,




JPMORGAN CHASE BANK, N.A.

as Syndication Agent,




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

as Co-Documentation Agent




and




BMO CAPITAL MARKETS FINANCING INC.

as Co-Documentation Agent




_____________________




dated as of

July 13, 2007




_____________________




====================================================================================================
======================================



	 	 	 	 	 	 	 	 	 
	ARTICLE I.DEFINITIONS
	 	 	1	 	 	 	 	 
	Section 1.01
	 	Definitions	 	 	1	 
	Section 1.02
	 	Accounting Terms	 	 	18	 
	Section 1.03
	 	Terms Generally	 	 	18	 
	ARTICLE II.AMOUNT AND TERMS OF CREDIT
	 	 	18	 
	Section 2.01
	 	Amount and Nature of Credit	 	 	18	 
	Section 2.02
	 	Conditions To Loans	 	 	21	 
	Section 2.03
	 	Addition of Foreign Borrowers	 	 	22	 
	Section 2.04
	 	Payments, Etc	 	 	23	 
	Section 2.05
	 	Prepayment	 	 	24	 
	Section 2.06
	 	Facility and Other Fees	 	 	25	 
	Section 2.07
	 	Reduction and Increases of Commitment	 	 	26	 
	Section 2.08
	 	Computation of Interest and Fees; Default Rate	 	 	27	 
	Section 2.09
	 	Mandatory Payment	 	 	28	 
	ARTICLE III.INCREASED CAPITAL; TAXES, ETC
	 	 	28	 
	Section 3.01
	 	Reserves or Deposit Requirements, Etc	 	 	28	 
	Section 3.02
	 	Tax Law, Etc	 	 	29	 







	 	 	 	Section 3.03 Eurodollar or Alternate Currency Deposits Unavailable or Interest Rate
Unascertainable 29	 





	 	 	 	 	 	 	 	 	 
	Section 3.04
	 	Indemnity	 	 	30	 
	Section 3.05
	 	Changes in Law Rendering Fixed Rate Loans Unlawful	 	 	30	 
	Section 3.06
	 	Funding	 	 	31	 
	Section 3.07
	 	Capital Adequacy	 	 	31	 
	Section 3.08
	 	Application of Provisions	 	 	31	 
	ARTICLE IV.CONDITIONS PRECEDENT
	 	 	31	 
	Section 4.01
	 	Notes	 	 	31	 
	Section 4.02
	 	Officer’s Certificate, Resolutions, Organizational Documents	 	 	32	 
	Section 4.03
	 	Legal Opinion	 	 	32	 
	Section 4.04
	 	Good Standing Certificates	 	 	32	 
	Section 4.05
	 	Agent Fee Letter; Legal Fees	 	 	32	 
	Section 4.06
	 	Closing Certificate	 	 	32	 
	Section 4.07
	 	Existing Credit Agreements	 	 	32	 
	Section 4.08
	 	No Material Adverse Change	 	 	32	 
	Section 4.09
	 	Miscellaneous	 	 	32	 
	ARTICLE V.COVENANTS
	 	 	 	 	 	 	32	 
	Section 5.01
	 	Money Obligations	 	 	32	 
	Section 5.02
	 	Financial Statements	 	 	33	 
	Section 5.03
	 	Financial Records	 	 	34	 
	Section 5.04
	 	Franchises	 	 	34	 
	Section 5.05
	 	ERISA Compliance	 	 	34	 
	Section 5.06
	 	Financial Covenants	 	 	34	 
	Section 5.07
	 	Borrowing	 	 	35	 
	Section 5.08
	 	Liens	 	 	36	 
	Section 5.09
	 	Regulations U and X	 	 	36	 
	Section 5.10
	 	Investments and Loan	 	 	36	 
	Section 5.11
	 	Merger and Sale of Assets	 	 	37	 
	Section 5.12
	 	Acquisitions	 	 	38	 
	Section 5.13
	 	Notice	 	 	38	 
	Section 5.14
	 	Environmental Compliance	 	 	38	 
	Section 5.15
	 	Affiliate Transactions	 	 	39	 
	Section 5.16
	 	Use of Proceeds	 	 	39	 
	Section 5.17
	 	Restricted Payments	 	 	39	 
	Section 5.18
	 	Restrictive Agreements	 	 	39	 







	 	 	 	Section 5.19 Guaranties of Payment; Guaranty Under Material Indebtedness Agreement
40	 





	 	 	 	 	 	 	 	 	 
	Section 5.20
	 	Pari Passu Ranking	 	 	40	 
	Section 5.21
	 	Anti-Terrorism Laws	 	 	40	 
	ARTICLE VI.REPRESENTATIONS AND WARRANTIES
	 	 	40	 
	Section 6.01
	 	Corporate Existence; Subsidiaries; Foreign Qualification	 	 	40	 
	Section 6.02
	 	Corporate Authority	 	 	41	 
	Section 6.03
	 	Compliance With Laws	 	 	41	 
	Section 6.04
	 	Litigation and Administrative Proceedings	 	 	41	 
	Section 6.05
	 	Title to Assets	 	 	42	 
	Section 6.06
	 	Liens and Security Interests	 	 	42	 
	Section 6.07
	 	Tax Returns	 	 	42	 
	Section 6.08
	 	Environmental Laws	 	 	42	 
	Section 6.09
	 	Continued Business	 	 	42	 
	Section 6.10
	 	Employee Benefit Plans	 	 	43	 
	Section 6.11
	 	Consents or Approvals	 	 	43	 
	Section 6.12
	 	Solvency	 	 	43	 
	Section 6.13
	 	Financial Statements	 	 	44	 
	Section 6.14
	 	Regulations	 	 	44	 
	Section 6.15
	 	Investment Company; Holding Company	 	 	44	 
	Section 6.16
	 	Accurate and Complete Statements	 	 	44	 
	Section 6.17
	 	Defaults	 	 	44	 
	Section 6.18
	 	Anti-Terrorism Law Compliance	 	 	44	 
	ARTICLE VII.EVENTS OF DEFAULT
	 	 	 	 	 	 	45	 
	Section 7.01
	 	Payments	 	 	45	 
	Section 7.02
	 	Special Covenants	 	 	45	 
	Section 7.03
	 	Other Covenants	 	 	45	 
	Section 7.04
	 	Representations and Warranties	 	 	45	 
	Section 7.05
	 	Cross Default	 	 	45	 
	Section 7.06
	 	ERISA Default	 	 	45	 
	Section 7.07
	 	Change In Control	 	 	45	 
	Section 7.08
	 	Money Judgment	 	 	45	 
	Section 7.09
	 	Validity of Loan Documents	 	 	46	 
	Section 7.10
	 	Insolvency	 	 	46	 
	ARTICLE VIII.REMEDIES UPON DEFAULT
	 	 	46	 
	Section 8.01
	 	Optional Defaults	 	 	46	 
	Section 8.02
	 	Automatic Defaults	 	 	47	 
	Section 8.03
	 	Offsets	 	 	47	 
	Section 8.04
	 	Equalization Provision	 	 	47	 
	ARTICLE IX.THE AGENT
	 	 	 	 	 	 	48	 
	Section 9.01
	 	Appointment and Authorization	 	 	48	 
	Section 9.02
	 	Note Holders	 	 	48	 
	Section 9.03
	 	Consultation With Counsel	 	 	48	 
	Section 9.04
	 	Documents	 	 	48	 
	Section 9.05
	 	Agent and Affiliates	 	 	48	 
	Section 9.06
	 	Knowledge of Default	 	 	48	 
	Section 9.07
	 	Action By Agent	 	 	49	 
	Section 9.08
	 	Notices, Default, Etc	 	 	49	 
	Section 9.09
	 	Indemnification of Agent	 	 	49	 
	Section 9.10
	 	Successor Agent	 	 	49	 
	Section 9.11
	 	No Reliance on Agent’s Customer Identification Program	 	 	50	 
	Section 9.12
	 	USA Patriot Act	 	 	50	 
	Section 9.13
	 	Co-Documentation Agents and Syndication Agent	 	 	50	 
	ARTICLE X.MISCELLANEOUS
	 	 	 	 	 	 	50	 
	Section 10.01
	 	Banks’ Independent Investigation	 	 	50	 
	Section 10.02
	 	No Waiver; Cumulative Remedies	 	 	50	 
	Section 10.03
	 	Amendments; Consents	 	 	51	 
	Section 10.04
	 	Notices	 	 	51	 
	Section 10.05
	 	Costs, Expenses and Taxes	 	 	51	 
	Section 10.06
	 	Indemnification	 	 	52	 
	Section 10.07
	 	Obligations Several; No Fiduciary Obligations	 	 	52	 
	Section 10.08
	 	Execution In Counterparts	 	 	52	 
	Section 10.09
	 	Binding Effect; Borrower’s Assignment	 	 	52	 
	Section 10.10
	 	Assignments	 	 	53	 
	Section 10.11
	 	Participations	 	 	54	 
	Section 10.12
	 	Severability Of Provisions; Captions; Attachments	 	 	55	 
	Section 10.13
	 	Investment Purpose	 	 	55	 
	Section 10.14
	 	Entire Agreement	 	 	55	 
	Section 10.15
	 	Governing Law; Submission to Jurisdiction	 	 	56	 
	Section 10.16
	 	Legal Representation of Parties	 	 	56	 
	Section 10.17
	 	Judgment Currency	 	 	56	 
	Section 10.18
	 	Existing Credit Agreement	 	 	56	 
	Section 10.19
	 	JURY TRIAL WAIVER	 	 	57	 







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