EX-10.1



 Exhibit 10.1 
  

 
  

Credit Agreement 
 dated as of
July 28, 2014 
 among 

TECHNE CORPORATION, 
 the
Guarantors from time to time parties hereto, 
 the Lenders from time to time parties hereto, 

and 
 BMO Harris Bank N.A., 

as Administrative Agent 
  

 
  

BMO Capital Markets and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Book Runners 







 Table of Contents 

 

							
	 SECTION 1. DEFINITIONS; INTERPRETATION
	  	 	1	  
	 Section 1.1
	 	Definitions	  	 	1	  
	 Section 1.2
	 	Interpretation	  	 	18	  
	 Section 1.3
	 	Change in Accounting Principles	  	 	18	  
		
	 SECTION 2. THE CREDIT FACILITIES
	  	 	19	  
	 Section 2.1
	 	Revolving Credit Commitments	  	 	19	  
	 Section 2.2
	 	Applicable Interest Rates	  	 	19	  
	 Section 2.3
	 	Minimum Borrowing Amounts; Maximum Eurodollar Loans	  	 	19	  
	 Section 2.4
	 	Manner of Borrowing Loans and Designating Applicable Interest Rates	  	 	19	  
	 Section 2.5
	 	Swing Loans	  	 	21	  
	 Section 2.6
	 	Maturity of Loans	  	 	23	  
	 Section 2.7
	 	Prepayments	  	 	23	  
	 Section 2.8
	 	Default Rate	  	 	24	  
	 Section 2.9
	 	Evidence of Indebtedness	  	 	24	  
	 Section 2.10
	 	Fees	  	 	25	  
	 Section 2.11
	 	Place and Application of Payments	  	 	25	  
	 Section 2.12
	 	Account Debit	  	 	27	  
	 Section 2.13
	 	Commitment Terminations	  	 	27	  
	 Section 2.14
	 	Substitution of Lenders	  	 	27	  
	 Section 2.15
	 	Defaulting Lenders	  	 	28	  
	 Section 2.16
	 	Increase to Revolving Credit Commitments	  	 	30	  
		
	 SECTION 3. TAXES; CHANGE IN CIRCUMSTANCES
	  	 	31	  
	 Section 3.1
	 	Withholding Taxes	  	 	31	  
	 Section 3.2
	 	Documentary Taxes	  	 	33	  
	 Section 3.3
	 	Funding Indemnity	  	 	34	  
	 Section 3.4
	 	Change in Law	  	 	34	  
	 Section 3.5
	 	Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR	  	 	34	  
	 Section 3.6
	 	Increased Cost and Reduced Return	  	 	35	  
	 Section 3.7
	 	Mitigation Obligations; Replacement of Lenders	  	 	36	  
	 Section 3.8
	 	Discretion of Lender as to Manner of Funding	  	 	37	  
		
	 SECTION 4. CONDITIONS PRECEDENT
	  	 	37	  
	 Section 4.1
	 	Initial Credit Event	  	 	37	  
	 Section 4.2
	 	All Credit Events	  	 	38	  
		
	 SECTION 5. REPRESENTATIONS AND WARRANTIES
	  	 	39	  
	 Section 5.1
	 	Organization and Qualification	  	 	39	  
	 Section 5.2
	 	Subsidiaries	  	 	39	  
	 Section 5.3
	 	Authority and Validity of Obligations	  	 	39	  


  
 i 









							
			
	 Section 5.4
	 	Use of Proceeds; Margin Stock	  	 	40	  
	 Section 5.5
	 	Financial Reports	  	 	40	  
	 Section 5.6
	 	No Material Adverse Change	  	 	40	  
	 Section 5.7
	 	Full Disclosure	  	 	41	  
	 Section 5.8
	 	Intellectual Property, Franchises, and Licenses	  	 	41	  
	 Section 5.9
	 	Governmental Authority and Licensing	  	 	41	  
	 Section 5.10
	 	Good Title	  	 	41	  
	 Section 5.11
	 	Litigation and Other Controversies	  	 	41	  
	 Section 5.12
	 	Taxes	  	 	41	  
	 Section 5.13
	 	Approvals	  	 	42	  
	 Section 5.14
	 	Affiliate Transactions	  	 	42	  
	 Section 5.15
	 	Investment Company	  	 	42	  
	 Section 5.16
	 	ERISA	  	 	42	  
	 Section 5.17
	 	Compliance with Laws	  	 	42	  
	 Section 5.18
	 	Foreign Asset Control Regulations, Etc.	  	 	43	  
	 Section 5.19
	 	Other Agreements	  	 	45	  
	 Section 5.20
	 	Solvency	  	 	45	  
	 Section 5.21
	 	No Default	  	 	45	  
	 Section 5.22
	 	No Broker Fees	  	 	45	  
		
	 SECTION 6. AFFIRMATIVE COVENANTS
	  	 	45	  
	 Section 6.1
	 	Maintenance of Business	  	 	45	  
	 Section 6.2
	 	Maintenance of Properties	  	 	45	  
	 Section 6.3
	 	Taxes and Assessments	  	 	46	  
	 Section 6.4
	 	Insurance	  	 	46	  
	 Section 6.5
	 	Financial Reports	  	 	46	  
	 Section 6.6
	 	Inspection	  	 	48	  
	 Section 6.7
	 	ERISA	  	 	48	  
	 Section 6.8
	 	Compliance with Laws	  	 	48	  
	 Section 6.9
	 	Compliance with Sanctions	  	 	49	  
	 Section 6.10
	 	Formation of Subsidiaries	  	 	50	  
	 Section 6.11
	 	Use of Proceeds; Margin Stock	  	 	50	  
	 Section 6.12
	 	Guaranties	  	 	50	  
		
	 SECTION 7. NEGATIVE COVENANTS
	  	 	51	  
	 Section 7.1
	 	Borrowings and Guaranties	  	 	51	  
	 Section 7.2
	 	Liens	  	 	52	  
	 Section 7.3
	 	Investments, Acquisitions, Loans and Advances	  	 	53	  
	 Section 7.4
	 	Mergers, Consolidations and Sales	  	 	54	  
	 Section 7.5
	 	Maintenance of Subsidiaries	  	 	54	  
	 Section 7.6
	 	Dividends and Certain Other Restricted Payments	  	 	55	  
	 Section 7.7
	 	Burdensome Contracts With Affiliates	  	 	55	  
	 Section 7.8
	 	No Changes in Fiscal Year	  	 	55	  
	 Section 7.9
	 	Change in the Nature of Business	  	 	55	  
	 Section 7.10
	 	No Negative Pledges	  	 	55	  
	 Section 7.11
	 	Subordinated Debt	  	 	55	  
	 Section 7.12
	 	Financial Covenants	  	 	56	  


  
 ii 









							
		
	 SECTION 8. EVENTS OF DEFAULT AND REMEDIES
	  	 	56	  
	 Section 8.1
	 	Events of Default	  	 	56	  
	 Section 8.2
	 	Non Bankruptcy Defaults	  	 	58	  
	 Section 8.3
	 	Bankruptcy Defaults	  	 	58	  
	 Section 8.4
	 	Notice of Default	  	 	58	  
		
	 SECTION 9. ADMINISTRATIVE AGENT
	  	 	58	  
	 Section 9.1
	 	Appointment and Authorization of Administrative Agent	  	 	58	  
	 Section 9.2
	 	Administrative Agent and its Affiliates	  	 	58	  
	 Section 9.3
	 	Action by Administrative Agent	  	 	59	  
	 Section 9.4
	 	Consultation with Experts	  	 	59	  
	 Section 9.5
	 	Liability of Administrative Agent; Credit Decision	  	 	59	  
	 Section 9.6
	 	Indemnity	  	 	60	  
	 Section 9.7
	 	Resignation of Administrative Agent and Successor Administrative Agent	  	 	60	  
	 Section 9.8
	 	Swing Line Lender	  	 	61	  
	 Section 9.9
	 	Hedging Liability and Funds Transfer and Deposit Account Liability Arrangements	  	 	61	  
	 Section 9.10
	 	Designation of Additional Agents	  	 	61	  
		
	 SECTION 10. THE GUARANTEES
	  	 	61	  
	 Section 10.1
	 	The Guarantees	  	 	61	  
	 Section 10.2
	 	Guarantee Unconditional	  	 	62	  
	 Section 10.3
	 	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	  	 	63	  
	 Section 10.4
	 	Subrogation	  	 	63	  
	 Section 10.5
	 	Waivers	  	 	64	  
	 Section 10.6
	 	Limit on Recovery	  	 	64	  
	 Section 10.7
	 	Stay of Acceleration	  	 	64	  
	 Section 10.8
	 	Benefit to Guarantors	  	 	64	  
	 Section 10.9
	 	Guarantor Covenants	  	 	64	  
	 Section 10.10
	 	Release of Guarantors	  	 	64	  
		
	 SECTION 11. MISCELLANEOUS
	  	 	64	  
	 Section 11.1
	 	No Waiver, Cumulative Remedies	  	 	64	  
	 Section 11.2
	 	Non-Business Days	  	 	65	  
	 Section 11.3
	 	Survival of Representations	  	 	65	  
	 Section 11.4
	 	Survival of Indemnity and Certain Other Provisions	  	 	65	  
	 Section 11.5
	 	Sharing of Set Off	  	 	65	  
	 Section 11.6
	 	Notices	  	 	65	  
	 Section 11.7
	 	Counterparts	  	 	66	  
	 Section 11.8
	 	Successors and Assigns	  	 	66	  
	 Section 11.9
	 	Participants	  	 	67	  
	 Section 11.10
	 	Assignments	  	 	67	  
	 Section 11.11
	 	Amendments	  	 	70	  
	 Section 11.12
	 	Headings	  	 	70	  
	 Section 11.13
	 	Costs and Expenses; Indemnification	  	 	70	  


  
 iii 









							
	 Section 11.14
	 	Set off	  	 	72	  
	 Section 11.15
	 	Entire Agreement	  	 	72	  
	 Section 11.16
	 	Governing Law	  	 	72	  
	 Section 11.17
	 	Severability of Provisions	  	 	72	  
	 Section 11.18
	 	Excess Interest	  	 	73	  
	 Section 11.19
	 	Construction	  	 	73	  
	 Section 11.20
	 	Lender’s Obligations Several	  	 	73	  
	 Section 11.21
	 	Submission to Jurisdiction; Waiver of Venue; Service of Process	  	 	73	  
	 Section 11.22
	 	Waiver of Jury Trial	  	 	74	  
	 Section 11.23
	 	USA Patriot Act	  	 	75	  
	 Section 11.24
	 	Confidentiality	  	 	75	  


  
 iv 








 CREDIT AGREEMENT 

This Credit Agreement is entered into as of July 28, 2014, by and among Techne Corporation, a Minnesota corporation (the
“Borrower”), the direct and indirect Domestic Subsidiaries of Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO
Harris Bank N.A., a national banking association, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings ascribed thereto in Section 1.1. 

PRELIMINARY STATEMENT 

Borrower has requested, and the Lenders have agreed to extend, certain credit facilities on the terms and conditions of this Agreement. 

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. DEFINITIONS; INTERPRETATION. 

Section 1.1 Definitions. The following terms when used herein shall have the following meanings: 

“Acquired Business” means the entity or assets acquired by Borrower or a Subsidiary in an Acquisition, whether before
or after the date hereof. 
 “Acquisition” means 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 a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the Equity Interests of any
Person (other than a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary) provided that
Borrower or the Subsidiary is the surviving entity. 
 “Adjusted LIBOR” means, for any Borrowing of Eurodollar
Loans, a rate per annum determined in accordance with the following formula: 
  

							
	 Adjusted LIBOR
	  	=	  	LIBOR	  	
		  		  	1 - Eurodollar Reserve Percentage	  	

 “Administrative Agent” means BMO Harris Bank N.A., a national banking association, in
its capacity as Administrative Agent hereunder, and any successor in such capacity pursuant to Section 9.7. 

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by Administrative Agent. 







 “Affiliate” means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the
direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this definition, any
Person that owns, directly or indirectly, 5% or more of the securities having the ordinary voting power for the election of directors or governing body of a corporation or 5% or more of the partnership or other ownership interest of any other Person
(other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. 

“Agreement” means this Credit Agreement, as the same may be amended, modified, restated or supplemented from time to
time pursuant to the terms hereof. 
 “Anti-Corruption Laws” has the meaning in Section 5.18(v). 

“Applicable Margin” means, with respect to Loans and the commitment fee payable under Section 2.10, until
the first Pricing Date, the rates per annum shown opposite Level II below, and thereafter from one Pricing Date to the next the Applicable Margin means the rates per annum determined in accordance with the following schedule: 

 

															
	 Level
	  	 Total Funded

Debt/EBITDA Ratio for
 Such
Pricing Date
	  	Applicable Margin for Base
Rate Loans under Revolving
Credit shall be	 	 	Applicable Margin for
Eurodollar Loans under
Revolving Credit shall be:	 	 	Applicable
Commitment Fee
shall be:	 
	 IV
	  	Greater than or equal to 2.50 to 1.0	  	 	0.75	% 	 	 	1.75	% 	 	 	0.15	% 
	 III
	  	Less than 2.50 to 1.0, but greater than or equal to 1.75 to 1.0	  	 	0.50	% 	 	 	1.50	% 	 	 	0.15	% 
	 II
	  	Less than 1.75 to 1.0, but greater than or equal to 1.00 to 1.0	  	 	0.25	% 	 	 	1.25	% 	 	 	0.15	% 
	 I
	  	Less than 1.00 to 1.0	  	 	0.00	% 	 	 	1.00	% 	 	 	0.15	% 

 For purposes hereof, the term “Pricing Date” means, for any fiscal quarter of Borrower ending on or after
September 30, 2014, the date on which Administrative Agent is in receipt of Borrower’s most recent financial statements (and, in the case of the year-end financial statements, audit report) for the
fiscal quarter then ended, pursuant to Section 6.5. The Applicable Margin shall be established based on the Total Funded Debt/EBITDA Ratio for the most recently completed fiscal quarter and the Applicable Margin established on a Pricing
Date shall remain in effect until the next Pricing Date. If Borrower has not delivered its financial statements by the date such financial statements (and, in the case of the year-end financial statements,
audit report) are required to be delivered under Section 6.5, until such financial statements and audit report are delivered, the Applicable Margin shall be the highest Applicable Margin (i.e., Level IV shall apply). If Borrower
subsequently delivers such financial statements before the next Pricing Date, the Applicable Margin established by such late delivered financial statements shall take effect from the date of delivery until the next Pricing Date. In all other


  
 2 








 
circumstances, the Applicable Margin established by such financial statements shall be in effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such
financial statements until the next Pricing Date. Each determination of the Applicable Margin made by Administrative Agent in accordance with the foregoing shall be conclusive and binding on Borrower and the Lenders absent manifest error. 

If, as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower or the
Administrative Agent determines that (i) the Total Funded Debt/EBITDA Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Funded Debt/EBITDA Ratio would have resulted in
higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders promptly on demand by the Administrative Agent (or, after the occurrence of any
Event of Default described in Section 8.1(j) or (k) with respect to Borrower has occurred and is continuing, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess
of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may
be, under any other provision of the Loan Documents. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder. 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Approved Investment
Policy” means the Investment Policy dated January 28, 2010, as adopted by Borrower, as the same may be amended, supplemented or restated from time to time with the prior written approval of the Required Lenders. 

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with
the consent of any party whose consent is required by Section 11.10), and accepted by Administrative Agent, in substantially the form of Exhibit F or any other form approved by Administrative Agent. 

“Authorized Representative” means those persons shown on the list of officers provided by Borrower pursuant to
Section 4.1 or on any update of any such list provided by Borrower to Administrative Agent, or any further or different officers of Borrower so named by any Authorized Representative of Borrower in a written notice to Administrative
Agent. 
 “Base Rate” means, for any day, the rate per annum equal to the greatest of: (a) the rate of interest
announced or otherwise established by Administrative Agent from time to time as its prime commercial rate as in effect on such day, with any change in the Base Rate resulting from a change in said prime commercial rate to be effective as of the date
of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be Administrative Agent’s best or lowest rate), (b) the sum of (i) the rate determined by Administrative Agent to be the
average (rounded upward, if necessary, to the next higher 1/100 

  
 3 








 
of 1%) of the rates per annum quoted to Administrative Agent at approximately 10:00 a.m. (or as soon thereafter as is practicable) on such day (or, if such day is not a Business Day, on the
immediately preceding Business Day) by two or more Federal funds brokers selected by Administrative Agent for sale to Administrative Agent at face value of Federal funds in the secondary market in an amount equal or comparable to the principal
amount for which such rate is being determined, plus (ii) 1/2 of 1%, and (c) the LIBOR Quoted Rate for such day plus 1.00%. As used herein, the term “LIBOR Quoted Rate” means, for any day, the rate per annum equal to the quotient
of (i) the rate per annum (rounded upwards, if necessary, to the next higher one hundred thousandth of a percentage point) for deposits in U.S. Dollars for a one-month interest period which appears on the
Bloomberg Financial Market’s terminal screen entitled “Official ICE LIBOR Fixings” as of 11:00 a.m. (London, England time) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) divided by
(ii) one (1) minus the Eurodollar Reserve Percentage. 
 “Base Rate Loan” means a Loan bearing interest at
a rate specified in Section 2.2(a). 
 “Borrower” is defined in the introductory paragraph of this
Agreement. 
 “Borrowing” means the total of Loans of a single type advanced, continued for an additional Interest
Period, or converted from a different type into such type by the Lenders under the Revolving Credit on a single date and, in the case of Eurodollar Loans, for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of
the Lenders under a Credit according to their Percentages of such Credit. A Borrowing is “advanced” on the day Lenders advance funds comprising such Borrowing to Borrower, is “continued” on the date a new Interest Period for the
same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one type of Loans to the other, all as determined pursuant to Section 2.4. Borrowings of Swing Loans are made by the Swing
Line Lender in accordance with the procedures set forth in Section 2.5. 
 “Business Day” means any day
(other than a Saturday or Sunday) on which commercial banks are not authorized or required to close in New York, New York, and, if the applicable Business Day relates to the advance or continuation of, or conversion into, or payment of a Eurodollar
Loan, on which banks are dealing in U.S. Dollar deposits in the interbank eurodollar market in London, England and Nassau, Bahamas. 

“Canadian Hybrid Leverage Plan” means the Canadian hybrid leverage plan as presented by Borrower to Lenders in
connection with the contemplated acquisition by Borrower of ProteinSimple and its subsidiaries. 
 “Capital Lease”
means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee. 

“Capitalized Lease Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such
Person in respect of a Capital Lease determined in accordance with GAAP. 

  
 4 








 “CERCLA” means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§9601 et seq., and any future amendments. 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption
or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof or (c) the making or issuance of any request, rule, guideline, interpretation, or directive (whether or
not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

“Change of Control” means any of (a) the acquisition by any “person” or “group” (as such
terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at any time of beneficial ownership of 30% or more of the outstanding capital stock or other equity interests of Borrower on a fully diluted basis, or
(b) occupation of seats (other than vacant seats) of Borrower by Persons who were neither (i) nominated by the board of directors of Borrower nor (ii) appointed by directors so nominated. 

“Closing Date” means the date of this Agreement or such later Business Day upon which each condition described in
Section 4.1 shall be satisfied or waived in a manner acceptable to Administrative Agent in its discretion. 

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). 

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or
not incorporated) under common control which, together with Borrower, are treated as a single employer under Section 414 of the Code. 

“Credit Event” means the advancing of any Loan. 

“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of
notice, or both, constitute an Event of Default. 
 “Defaulting Lender” means, subject to
Section 2.15(b), any Lender that (a) has failed to (i) fund any portion of the Revolving Loan, or, if applicable, a Swing Loan required to be funded by it hereunder (herein, a “Defaulted Loan”) within two
(2) Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the 

  
 5 








 
Administrative Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Swing Loans) within two
(2) Business Days of the date when due, (b) has notified Borrower, the Administrative Agent or any the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to
that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent
or Borrower, to confirm in writing to the Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon receipt of such written confirmation by the Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or
(ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that
a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such
determination to Borrower, Swing Line Lender and each Lender. 
 “Designated Disbursement Account” means the account
of Borrower maintained with Administrative Agent or its Affiliate and designated in writing to Administrative Agent as Borrower’s Designated Disbursement Account (or such other account as Borrower and Administrative Agent may otherwise agree).

 “Domestic Subsidiary” means a Subsidiary that is not a Foreign Subsidiary; provided that a limited liability
company organized in the United States of America for the purpose of the Canadian Hybrid Leverage Plan, the assets of which consist solely of assets necessary to carry out the Canadian Hybrid Leverage Plan, shall not be considered a Domestic
Subsidiary for the purposes of this Agreement. 
 “EBIT” means, with reference to any period, Net Income for such
period plus all amounts deducted in arriving at such Net Income amount in respect of (a) Interest Expense for such period, and (b) federal, state and local income taxes for such period, and adjusted for (i) (A) inventory step-ups
associated with inventory of a Permitted Acquisition, (B) one-time professional fees related to a Permitted Acquisition, (C) any non-recurring fees, expenses or charges (including any such items directly attributable to severance,
restructuring charges, relocation costs and one-time compensation charges) relating to a Permitted Acquisition, and (D)

  
 6 








 
other non-recurring extraordinary items, provided that all adjustments under this subsection (i) are subject to the approval of the Required Lenders, (ii) gains or losses realized upon
the sale or other disposition of any asset that is not sold or disposed of in the ordinary course of business, (iii) extraordinary or non-recurring charges, expenses, gains or losses, (iv) any losses from an early extinguishment of
indebtedness, and (v) all other non-cash compensation expenses from equity based compensation and non-cash charges, non-cash expenses or non-cash gains or losses in such period (excluding any such item that is non-cash during such period but
the subject of a cash payment in a prior or future period). 
 “EBITDA” means, with reference to any period, EBIT
plus (a) depreciation of fixed assets, (b) amortization of intangible assets for such period, and (c) the EBITDA of the target of a Permitted Acquisition during all relevant periods. 

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and
(d) any other Person (other than a natural person) approved by (i) Administrative Agent, and (ii) unless an Event of Default has occurred and is continuing, Borrower (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, “Eligible Assignee” shall not include Borrower or any Guarantor or any of Borrower’s or such Guarantor’s Affiliates or Subsidiaries. 

“Eligible Line of Business” means any business engaged in as of the date of this Agreement by Borrower or any of its
Subsidiaries. 
 “Environmental Claim” means any investigation, notice, violation, demand, allegation, action, suit,
injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental
Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a Governmental Authority or (d) from
any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment. 
 “Environmental
Law” means any current or future Legal Requirement pertaining to (a) the protection of health, safety and the indoor or outdoor environment, (b) the conservation, management or use of natural resources and wildlife,
(c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation
or handling of, or exposure to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto. 

“Eurodollar Loan” means a Loan bearing interest at the rate specified in Section 2.2(b). 

“Eurodollar Reserve Percentage” means the maximum reserve percentage, expressed as a decimal, at which reserves
(including any emergency, marginal, special, and supplemental 

  
 7 








 
reserves) are imposed by the Board of Governors of the Federal Reserve System (or any successor) on “eurocurrency liabilities,” as defined in such Board’s Regulation D (or any
successor thereto), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto. For purposes of this definition, the relevant Loans shall be deemed to be
“eurocurrency liabilities” as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date
of any change in any such reserve percentage. 
 “Event of Default” means any event or condition identified as such
in Section 8.1. 
 “Excluded Swap Obligation” means any Swap Obligation of a Loan Party (other than the
direct counterparty of such Swap Obligation) if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or
becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason
to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap
Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal. 

“Excluded Taxes” means any of the following taxes imposed on or with respect to a Lender or required to be withheld or
deducted from a payment to a Lender, (a) taxes imposed on or measured by net income (however denominated), franchise taxes, and branch profits taxes, in each case, (i) imposed as a result of such Lender being organized under the laws of,
or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a
Lender, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such
interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 3.7(b)) or (ii) such Lender changes its lending office, except in each case to the extent that amounts with respect to such
taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) taxes attributable to such Lender’s failure to comply
with Section 3.1(b) and (d) any U.S. federal withholding taxes imposed under FATCA. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code or any
fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code. 

  
 8 








 “Federal Funds Rate” means the fluctuating interest rate per annum
described in part (i) of clause (b) of the definition of Base Rate. 
 “Foreign Subsidiary” means each
Subsidiary which (a) is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, (b) conducts substantially all of its business outside of the United States of
America (or conducts no business activity), and (c) has substantially all of its assets outside of the United States of America (or has no assets). 

“Fronting Exposure” means at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such
Defaulting Lender’s Percentage of outstanding Swing Loans made by the Swing Line Lender other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders. 

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
 “Funds
Transfer and Deposit Account Liability” means the liability of Borrower or any Guarantor owing to any of the Lenders, or any Affiliates of such Lenders, arising out of (a) credit cards to commercial customers (including, without
limitation, “commercial credit cards” and purchasing cards), (b) the execution or processing of electronic transfers of funds by automatic clearing house transfer, wire transfer or otherwise to or from deposit accounts of Borrower
and/or any Guarantor now or hereafter maintained with any of the Lenders or their Affiliates, (c) the acceptance for deposit or the honoring for payment of any check, draft or other item with respect to any such deposit accounts, and
(d) any other deposit, disbursement, and cash management services afforded to Borrower or any Guarantor by any of such Lenders or their Affiliates. 

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority
within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination. 

“Governmental Authority” means the government of the United States or any other nation, or of any political
subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Government Official” means any governmental official or employee, employee of any government-owned or
government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity. 

  
 9 








 “Guarantor” and “Guarantors” each is defined in
Section 6.12(a). 
 “Guaranty” and “Guaranties” each is defined in
Section 6.12(a). 
 “Hazardous Material” means any substance, chemical, compound, product, solid, gas,
liquid, waste, byproduct, pollutant, contaminant or material which is hazardous or toxic, and includes (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or
regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law. 
 “Hazardous
Material Activity” means any activity, event or occurrence involving a Hazardous Material, including the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release,
abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material. 
 “Hedging
Liability” means the liability of Borrower or any Guarantor to any of the Lenders, or any Affiliates of such Lenders, in respect of any interest rate, foreign currency, and/or commodity swap, exchange, cap, collar, floor, forward,
future or option agreement, or any other similar interest rate, currency or commodity hedging arrangement, as Borrower or such Guarantor, as the case may be, may from time to time enter into with any one or more of the Lenders party to this
Agreement or their Affiliates; provided, that Hedging Liability shall not include Excluded Swap Obligations. 
 “Hostile
Acquisition” means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been
approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, or as to which such approval has been withdrawn. 

“Indebtedness for Borrowed Money” means for any Person (without duplication) (a) all indebtedness
created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts
payable arising in the ordinary course of business), (c) all indebtedness secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized
Lease Obligations of such Person, and (e) all obligations of such Person on or with respect to letters of credit, bankers’ acceptances and other extensions of credit whether or not representing obligations for borrowed money. 

“Indemnified Taxes” means (a) taxes, including penalties and interest, other than Excluded Taxes, imposed on or
with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. 

“Interest Coverage Ratio” means, with reference to any period, the ratio of (a) EBIT of Borrower and its
Subsidiaries for the previous four fiscal quarters of Borrower to (b) cash Interest Expense of Borrower and its Subsidiaries for the same previous four fiscal quarters of Borrower. 

  
 10 








 “Interest Expense” means, with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized Lease Obligations and all amortization of debt discount, expense and other fees and charges associated with indebtedness) of Borrower and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP. 
 “Interest Payment Date” means (a) with
respect to any Eurodollar Loan, the last day of each Interest Period with respect to such Eurodollar Loan and on the maturity date and, if the applicable Interest Period is longer than (3) three months, on each day occurring every three
(3) months after the commencement of such Interest Period, (b) with respect to any Base Rate Loan (other than Swing Loans), the last day of every calendar month) and on the maturity date, and (c) as to any Swing Loan, (i) bearing
interest by reference to the Base Rate, the last day of every calendar month, and on the maturity date and (ii) bearing interest by reference to the Swing Line Lender’s Quoted Rate, the last day of the Interest Period with respect to such
Swing Loan, and on the maturity date. 
 “Interest Period” means the period commencing on the date a Borrowing of
Eurodollar Loans or Swing Loans (bearing interest at the Swing Line Lender’s Quoted Rate) is advanced, continued, or created by conversion and ending (a) in the case of Eurodollar Loans, one, two, three or six months thereafter and
(b) in the case of Swing Loans bearing interest at the Swing Line Lender’s Quoted Rate, on the date one (1) to five (5) Business Days thereafter as mutually agreed by Borrower and the Swing Line Lender, provided, that:

 i. no Interest Period shall extend beyond the final maturity date of the relevant Loans; 

ii. whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such
Interest Period shall be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest Period for a Borrowing of Eurodollar Loans to occur in the following calendar month, the last day of such
Interest Period shall be the immediately preceding Business Day; and 
 iii. for purposes of determining an Interest Period
for a Borrowing of Eurodollar Loans, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, that if there is no numerically corresponding day in the month
in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end.

 “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and 

  
 11 








 
agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“Legal Requirement” means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental
approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state, or local. 

“Lenders” means and includes BMO Harris Bank N.A. and the other financial institutions from time to time party to this
Agreement, including each assignee Lender pursuant to Section 11.10 and, unless the context otherwise requires, the Swing Line Lender. 

“Lending Office” is defined in Section 3.7. 

“LIBOR” means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index Rate for such
Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S.
Dollars in immediately available funds are offered to Administrative Agent at 11:00 a.m. (London, England time) two (2) Business Days before the beginning of such Interest Period by three (3) or more major banks in the interbank eurodollar
market selected by Administrative Agent for delivery on the first day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal amount of the Eurodollar Loan scheduled to be made as part of such
Borrowing. 
 “LIBOR Index Rate” means, for any Interest Period, the rate per annum (rounded upwards, if necessary,
to the next higher one hundred thousandth of a percentage point) for deposits in U.S. Dollars for a period equal to such Interest Period, which is the ICE Benchmark Administration (ICE) LIBOR and reported on Bloomberg Financial Market’s
terminal screen entitled “Official ICE LIBOR Fixings.” 
 “Lien” means any mortgage, lien, security
interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement;; provided, however, that financing
statements filed in connection with true leases or operating leases shall not constitute a “Lien” for purposes of this Agreement. 

“Loan” means any Revolving Loan or Swing Loan, whether outstanding as a Base Rate Loan or Eurodollar Loan or
otherwise, each of which is a “type” of Loan hereunder. 
 “Loan Documents” means this Agreement, the
Notes, the Guaranties, and each other instrument or document to be delivered hereunder or thereunder or otherwise in connection therewith. 

“Loan Parties” means Borrower and each Guarantor, collectively. 

“Material Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the
operations, business, Property, condition (financial or otherwise) or prospects of Borrower or of Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the 

  
 12 








 
ability of Borrower or any Subsidiary to perform its material obligations under any Loan Document or (c) a material adverse effect upon the legality, validity, binding effect or
enforceability against Borrower or any Subsidiary of any Loan Document or the rights and remedies of Administrative Agent and the Lenders thereunder. 

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

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

“Net Income” means, with reference to any period, the net income (or net loss) of Borrower and its Subsidiaries for
such period computed on a consolidated basis in accordance with GAAP; provided that there shall be excluded from Net Income (a) the net income (or net loss) of any Person accrued prior to the date it becomes a Subsidiary of, or has merged into
or consolidated with, Borrower or another Subsidiary, and (b) the net income (or net loss) of any Person (other than a Subsidiary) in which Borrower or any of its Subsidiaries has an equity interest in, except to the extent of the amount of
dividends or other distributions actually paid to Borrower or any of its Subsidiaries during such period. 
 “Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section 11.11 and (ii) has been approved by the
Required Lenders. 
 “Non-Defaulting Lender” means at any time, each Lender that is not a Defaulting
Lender at such time. 
 “Note” and “Notes” each is defined in Section 2.9. 

“Obligations” means all obligations of Borrower to pay principal and interest on the Loans, all fees and charges
payable hereunder, and all other payment obligations of Borrower or any of its Subsidiaries arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute
or contingent, and howsoever evidenced, held or acquired; provided, that Obligations shall not include Excluded Swap Obligations. 

“OFAC” means the United States Department of Treasury Office of Foreign Assets Control. 

“OFAC Event” means the event specified in Section 6.9. 

“OFAC Sanctions Programs” means all laws, regulations, and Executive Orders administered by OFAC, including the Bank
Secrecy Act, anti-money laundering laws (including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act)), and all economic and trade sanction programs administered by OFAC, any and all similar United States federal laws, regulations or Executive Orders, and any similar laws,
regulators or orders adopted by any State within the United States. 

  
 13 








 “OFAC SDN List” means the list of the Specially Designated Nationals and
Blocked Persons maintained by OFAC. 
 “Other Connection Taxes” means with respect to any Lender, taxes imposed as a
result of a present or former connection between such Lender and the jurisdiction imposing such tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments
under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).  

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such taxes
that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.7(b)). 

“Participant Register” as defined in Section 11.9. 

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under
ERISA. 
 “Percentage” means for each Lender, the percentage of the Revolving Credit Commitments represented by such
Lender’s Revolving Credit Commitment. 
 “Permitted Acquisition” means any Acquisition with respect to which
all of the following conditions shall have been satisfied: 
 (a) the Acquired Business is in an Eligible Line of Business; 

(b) the Acquisition shall not be a Hostile Acquisition; 

(c) the financial statements of the Acquired Business shall have been audited by a nationally recognized accounting firm or such financial
statements shall have undergone review of a scope reasonably satisfactory to Administrative Agent; 
 (d) if a new Subsidiary is formed or
acquired as a result of or in connection with the Acquisition, Borrower shall have complied with the requirements of Section 6.12 in connection therewith; and 

(e) after giving effect to the Acquisition and any Credit Event in connection therewith, no Default or Event of Default shall exist, including
with respect to the financial covenants contained in Section 7.12 on a pro forma basis. 
 “Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof. 

  
 14 








 “Plan” means any employee pension benefit plan covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (b) is maintained pursuant to a
collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding
five plan years made contributions. 
 “Premises” means the real property owned or leased by Borrower or any
Subsidiary. 
 “Pro Rata Share” means, as for each Lender, its Percentage. 

“Property” means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such
Person whether or not included in the most recent balance sheet of such Person and its subsidiaries under GAAP. 
 “Qualified ECP
Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap
Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time by entering into a
keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “RCRA” means the Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq., and any future amendments. 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors,
officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, migration, dumping, or disposing into the indoor or outdoor environment, including the abandonment or discarding of barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material. 

“Required Lenders” means, as of the date of determination thereof, Lenders whose outstanding Loans and Unused
Revolving Credit Commitments constitute more than 50% of the sum of the total outstanding Loans and Unused Revolving Credit Commitments of the Lenders, subject to a minimum of two (2) Lenders. The Loans and Unused Revolving Credit Commitments
of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. 
 “Revolving Credit”
means the credit facility for making Revolving Loans and Swing Loans described in Sections 2.1 and 2.5. 

“Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to
participate in Swing Loans issued for the account of Borrower 

  
 15 








 
hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a
part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. Subject to increase pursuant to the terms and subject to the conditions set forth in Section 2.16, Borrower and the
Lenders acknowledge and agree that the Revolving Credit Commitments of the Lenders aggregate $150,000,000 on the date hereof. 

“Revolving Loan” is defined in Section 2.1 and, as so defined, includes a Base Rate Loan or a Eurodollar
Loan, each of which is a “type” of Revolving Loan hereunder. 
 “Revolving Note” is defined in
Section 2.9. 
 “S&P” means Standard & Poor’s Ratings Services Group, a division of
The McGraw Hill Companies, Inc. 
 “Sanctioned Country” means, at any time, a country or territory which is itself
the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Sudan and Syria). 
 “Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European
Union member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b). 

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to
time (a) pursuant to OFAC Sanctions Programs, or (b) by the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom. 

“Subordinated Debt” means Indebtedness for Borrowed Money which is subordinated in right of payment to the prior
payment of the Obligations , Hedging Liability, and Funds Transfer and Deposit Account Liability pursuant to subordination provisions approved in writing by Administrative Agent and is otherwise pursuant to documentation that is, which is in an
amount that is, and which contains interest rates, payment terms, maturities, amortization schedules, covenants, defaults, remedies and other material terms that are, in each case, in form and substance reasonably satisfactory to Required Lenders.

 “Subsidiary” means, as to any particular parent corporation or organization, any other corporation or
organization more than 50% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities which are themselves subsidiaries of such parent
corporation or organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of Borrower or of any of its direct or indirect Subsidiaries. 

“Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement,
contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

  
 16 








 “Swing Line” means the credit facility for making one or more Swing Loans
described in Section 2.5. 
 “Swing Line Lender” means BMO Harris Bank N.A., acting in its capacity as
the Lender of Swing Loans hereunder, or any successor Lender acting in such capacity appointed pursuant to Section 11.10. 

“Swing Line Lender’s Quoted Rate” is defined in Section 2.5(c). 

“Swing Line Sublimit” means $20,000,000, as reduced pursuant to the terms hereof. 

“Swing Loan” and “Swing Loans” each is defined in Section 2.5. 

“Swing Note” is defined in Section 2.9. 

“Termination Date” means July 31, 2019, or such earlier date on which the Revolving Credit Commitments are
terminated in whole pursuant to Section 2.13, 8.2 or 8.3. 
 “Total Assets” means all
assets of Borrower and its Subsidiaries determined in accordance with GAAP and as set forth in the consolidated balance sheet of Borrower and its Subsidiaries as delivered pursuant to Section 6.5(b). 

“Total Funded Debt” means, at any time the same is to be determined, the sum (but without duplication) of the
principal portion of (a) all Indebtedness for Borrowed Money of Borrower and its Subsidiaries at such time, and (b) all Indebtedness for Borrowed Money of any other Person which is directly or indirectly guaranteed by Borrower or any of
its Subsidiaries or which Borrower or any of its Subsidiaries has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which Borrower or any of its Subsidiaries has otherwise assured a creditor against loss. 

“Total Funded Debt/EBITDA Ratio” means the ratio of Total Funded Debt of Borrower and its Subsidiaries to the EBITDA
of Borrower and its Subsidiaries, it being understood that to the extent any acquisition shall have occurred during such period, the Total Funded Debt/EBITDA Ratio shall be calculated as if such acquisition occurred at the beginning of such period.

 “Unfunded Vested Liabilities” means, for any Plan at any time, the amount (if any) by which the present value of
all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess
represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA. 
 “Unused
Revolving Credit Commitments” means, at any time, the difference between the Revolving Credit Commitments then in effect and the aggregate outstanding principal amount of Revolving Loans. Amounts outstanding under the Swing Loans shall
not be considered outstanding for purposes of the calculation of the revolving credit commitment fee pursuant to Section 2.10(a). 

  
 17 








 “U.S. Dollars” and “$” each means the lawful
currency of the United States of America. 
 “Voting Stock” of any Person means Equity Interests of any class or
classes (however designated) having ordinary power for the election of directors or other similar governing body of such Person, other than stock or other equity interests having such power only by reason of the happening of a contingency. 

“Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA. 

“Wholly owned Subsidiary” means a Subsidiary of which all of the issued and outstanding shares of capital stock (other
than directors’ qualifying shares as required by law) or other equity interests are owned by Borrower and/or one or more Wholly owned Subsidiaries within the meaning of this definition. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from
such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA. 
 Section 1.2 Interpretation.
The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof,” “herein,” and “hereunder” and words of like import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this Agreement. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All
references to time of day herein are references to Minneapolis, Minnesota, time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. 

Section 1.3 Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those
used in the preparation of the financial statements referred to in Section 5.5 and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either Borrower or
the Required Lenders may by notice to the Lenders and Borrower, respectively, require that the Lenders and Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting
principles, with the desired result being that the criteria for evaluating the financial condition of Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by Borrower or the Required Lenders in requiring such
negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 1.3, financial covenants
shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, Borrower shall neither be deemed to be in compliance with any financial covenant
hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof. 

  
 18 








 SECTION 2. THE CREDIT FACILITIES. 

Section 2.1 Revolving Credit Commitments. Subject to the terms and conditions hereof, each Lender, by its acceptance hereof,
severally agrees to make a loan or loans (individually a “Revolving Loan” and collectively for all the Lenders the “Revolving Loans”) in U.S. Dollars to Borrower from time to time on a revolving basis up to the
amount of such Lender’s Revolving Credit Commitment, subject to any reductions thereof pursuant to the terms hereof, before the Termination Date. The sum of the aggregate principal amount of Revolving Loans and Swing Loans at any time
outstanding shall not exceed the amount of One Hundred Fifty Million and No/100 Dollars ($150,000,000.00). Each Borrowing of Revolving Loans shall be made ratably by the Lenders in proportion to their respective Percentages. As provided in
Section 2.4(a), Borrower may elect that each Borrowing of Revolving Loans be either Base Rate Loans or Eurodollar Loans. Revolving Loans may be repaid and the principal amount thereof reborrowed before the Termination Date, subject to
the terms and conditions hereof. 
 Section 2.2 Applicable Interest Rates. 

(a) Base Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of 360 days
and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, or created by conversion from a Eurodollar Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of
the Applicable Margin plus the Base Rate from time to time in effect, payable by Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise). 

(b) Eurodollar Loans. Each Eurodollar Loan made or maintained by a Lender shall bear interest during each Interest Period it is
outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from a Base Rate Loan, until maturity (whether by
acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted LIBOR applicable for such Interest Period, payable by Borrower on each Interest Payment Date and at maturity (whether by acceleration or
otherwise). 
 (c) Rate Determinations. Administrative Agent shall determine each interest rate applicable to the Loans hereunder, and
its determination thereof shall be conclusive and binding except in the case of manifest error. 
 Section 2.3 Minimum Borrowing
Amounts; Maximum Eurodollar Loans. Each Borrowing of Base Rate Loans advanced under a Credit shall be in an amount not less than $500,000 or such greater amount which is an integral multiple of $100,000. Each Borrowing of Eurodollar Loans
advanced, continued or converted under a Credit shall be in an amount equal to $1,000,000 or such greater amount which is an integral multiple of $500,000. Without Administrative Agent’s consent, there shall not be more than fifteen
(15) Borrowings of Eurodollar Loans outstanding hereunder at any one time. 
 Section 2.4 Manner of Borrowing Loans and
Designating Applicable Interest Rates. 

  
 19 








 (a) Notice to Administrative Agent. Borrower shall give notice to Administrative Agent by
no later than 10:00 a.m.: (i) at least three (3) Business Days before the date on which Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans and (ii) on the date Borrower requests the Lenders to advance a Borrowing
of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms and conditions hereof, Borrower may from time to time elect to
change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement for each outstanding Borrowing set forth in Section 2.3, a portion thereof, as follows: (i) if such Borrowing is of
Eurodollar Loans, on the last day of the Interest Period applicable thereto, Borrower may continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing is of
Base Rate Loans, on any Business Day, Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by Borrower. Borrower shall give all such notices requesting the advance,
continuation or conversion of a Borrowing to Administrative Agent by telephone, telecopy, or other telecommunication device acceptable to Administrative Agent (which notice shall be irrevocable once given and, if by telephone, shall be promptly
confirmed in writing), substantially in the form attached hereto as Exhibit A (Notice of Borrowing) or Exhibit B (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to Administrative Agent. Notice of
the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Base Rate Loans into Eurodollar Loans must be given by no later than 10:00 a.m. at least three
(3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a
Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar
Loans, the Interest Period applicable thereto. Upon notice to Borrower by Administrative Agent or the Required Lenders (or, in the case of an Event of Default under Section 8.1(j) or 8.1(k) with respect to Borrower, without
notice), no Borrowing of Eurodollar Loans shall be advanced, continued, or created by conversion if any Default or Event of Default then exists. Borrower agrees that Administrative Agent may rely on any such telephonic, telecopy or other
telecommunication notice given by any person Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written
confirmation such telephonic notice shall govern if Administrative Agent has acted in reliance thereon. 
 (b) Notice to the Lenders.
Administrative Agent shall give prompt telephonic, telecopy or other telecommunication notice to each Lender of any notice from Borrower received pursuant to Section 2.4(a) above and, if such notice requests the Lenders to make
Eurodollar Loans, Administrative Agent shall give notice to Borrower and each Lender by like means of the interest rate applicable thereto promptly after Administrative Agent has made such determination. 

(c) Borrower’s Failure to Notify. If Borrower fails to give notice pursuant to Section 2.4(a) above of the continuation
or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the 

  
 20 








 
period required by Section 2.4(a) and such Borrowing is not prepaid in accordance with Section 2.7(a), such Borrowing shall automatically be converted into a Borrowing of
Base Rate Loans. 
 (d) Disbursement of Loans. Not later than 1:00 p.m. on the date of any requested advance of a new Borrowing,
subject to Section 4, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at the principal office of Administrative Agent in Minneapolis, Minnesota (or at such other location as
Administrative Agent shall designate). Administrative Agent shall make the proceeds of each new Borrowing available to Borrower at Administrative Agent’s principal office in Minneapolis, Minnesota (or at such other location as Administrative
Agent shall designate), by depositing or wire transferring such proceeds to the credit of Borrower’s Designated Disbursement Account or as Borrower and Administrative Agent may otherwise agree. 

(e) Administrative Agent Reliance on Lender Funding. Unless Administrative Agent shall have been notified by a Lender prior to (or, in
the case of a Borrowing of Base Rate Loans, by 1:00 p.m.) the date on which such Lender is scheduled to make payment to Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to
make such payment, Administrative Agent may assume that such Lender has made such payment when due and Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to Borrower the proceeds of the Loan to be
made by such Lender and, if any Lender has not in fact made such payment to Administrative Agent, such Lender shall, on demand, pay to Administrative Agent the amount made available to Borrower attributable to such Lender together with interest
thereon in respect of each day during the period commencing on the date such amount was made available to Borrower and ending on (but excluding) the date such Lender pays such amount to Administrative Agent at a rate per annum equal to:
(i) from the date the related advance was made by Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two
(2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by Administrative Agent
immediately upon demand, Borrower will, on demand, repay to Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without
such payment being considered a payment or prepayment of a Loan under Section 3.3 so that Borrower will have no liability under such Section with respect to such payment. 

Section 2.5 Swing Loans. 

(a) Generally. Subject to the terms and conditions hereof, as part of the Revolving Credit, the Swing Line Lender may make loans in U.S.
Dollars to Borrower under the Swing Line (individually a “Swing Loan” and collectively the “Swing Loans”) which shall not in the aggregate at any time outstanding exceed the Swing Line Sublimit. Swing Loans may be
availed of from time to time and borrowings thereunder may be repaid and used again during the period ending on the Termination Date. Each Swing Loan shall be in a minimum amount of $250,000 or such greater amount which is an integral multiple of
$100,000. 

  
 21 








 (b) Interest on Swing Loans. Each Swing Loan shall bear interest until maturity (whether
by acceleration or otherwise) at a rate per annum equal to (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving Credit as from time to time in effect (computed on the basis of a year of 360 days for
the actual number of days elapsed) or (ii) the Swing Line Lender’s Quoted Rate (computed on the basis of a year of 360 days for the actual number of days elapsed). Interest on each Swing Loan shall be due and payable by Borrower on each
Interest Payment Date and at maturity (whether by acceleration or otherwise). 
 (c) Requests for Swing Loans. Borrower shall give
Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on the date upon which Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period
requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower at which
the Swing Line Lender would be willing to make such Swing Loan available to Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted
Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by
Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the
Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated
Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be
subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by
Administrative Agent or the Required Lenders). 
 (d) Refunding Loans. In its sole and absolute discretion, the Swing Line Lender may
at any time, on behalf of Borrower (which hereby irrevocably authorizes the Swing Line Lender to act on its behalf for such purpose) and with notice to Borrower and Administrative Agent, request each Lender to make a Revolving Loan in the form of a
Base Rate Loan in an amount equal to such Lender’s Percentage of the amount of the Swing Loans outstanding on the date such notice is given. Unless an Event of Default described in Section 8.1(j) or 8.1(k) exists with respect
to Borrower, regardless of the existence of any other Event of Default, each Lender shall make the proceeds of its requested Revolving Loan available to Administrative Agent for the account of the Swing Line Lender), in immediately available funds,
at Administrative Agent’s office in Minneapolis, Minnesota (or such other location designated by Administrative Agent), before 12:00 Noon on the Business Day following the day such notice is given. Administrative Agent shall promptly remit the
proceeds of such Borrowing to the Swing Line Lender to repay the outstanding Swing Loans. 

  
 22 








 (e) Participations. If any Lender refuses or otherwise fails to make a Revolving Loan when
requested by the Swing Line Lender pursuant to Section 2.5(d) (because an Event of Default described in Section 8.1(j) or 8.1(k) exists with respect to Borrower or otherwise), such Lender will, by the time and in the
manner such Revolving Loan was to have been funded to the Swing Line Lender, purchase from the Swing Line Lender an undivided participating interest in the outstanding Swing Loans in an amount equal to its Percentage of the aggregate principal
amount of Swing Loans that were to have been repaid with such Revolving Loans. Each Lender that so purchases a participation in a Swing Loan shall thereafter be entitled to receive its Percentage of each payment of principal received on the Swing
Loan and of interest received thereon accruing from the date such Lender funded to the Swing Line Lender its participation in such Loan. The several obligations of the Lenders under this Section shall be absolute, irrevocable, and unconditional
under any and all circumstances whatsoever and shall not be subject to any set off, counterclaim or defense to payment which any Lender may have or have had against Borrower, any other Lender, or any other Person whatsoever. Without limiting the
generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Revolving Credit Commitments of any Lender, and each payment made by a Lender under this Section shall
be made without any offset, abatement, withholding, or reduction whatsoever. 
 Section 2.6 Maturity of Loans. 

(a) Revolving Loans. Each Revolving Loan, both for principal and interest then outstanding, shall mature and be due and payable by
Borrower on the Termination Date. 
 (b) Swing Loans. Each Swing Loan, both for principal and interest not sooner paid, shall mature
and be due and payable by Borrower on the Termination Date. 
 Section 2.7 Prepayments. 

(a) Optional Prepayments. Borrower may prepay in whole or in part, but, if in part, then: (i) if such Borrowing is of Base Rate
Loans, in an amount not less than $100,000, (ii) if such Borrowing is of Eurodollar Loans, in an amount not less than $500,000, and (iii) in each case, in an amount such that the minimum amount required for a Borrowing pursuant to
Section 2.3 and 2.5 remains outstanding, subject to the following notice requirements: any Borrowing of Eurodollar Loans at any time upon three (3) Business Days prior notice by Borrower to Administrative Agent or, in the
case of a Borrowing of Base Rate Loans, notice delivered by Borrower to Administrative Agent no later than 10:00 a.m. on the date of prepayment (or, in any case, such shorter period of time then agreed to by Administrative Agent), such prepayment,
in each case, to be made by the payment of the principal amount to be prepaid and, in the case of any Eurodollar Loans or Swing Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under
Section 3.3. 
 (b) Mandatory Prepayments. 

(i) Borrower shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.13, prepay the
Revolving Loans and Swing Loans by the amount, if any, necessary to reduce the sum of the aggregate principal amount of 

  
 23 








 
Revolving Loans and Swing Loans then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. 

(ii) Unless Borrower otherwise directs, prepayments of Loans under this Section 2.7(b) shall be applied first to
Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.7(b) shall be made
by the payment of the principal amount to be prepaid and, in the case of any Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 3.3. 

(c) Any amount of Revolving Loans and Swing Loans paid or prepaid before the Termination Date may, subject to the terms and conditions of this
Agreement, be borrowed, repaid and borrowed again. 
 Section 2.8 Default Rate. Notwithstanding anything to the contrary
contained herein, while any Event of Default exists or after acceleration upon Administrative Agent’s written notice to Borrower (other than with respect to any Event of Default described in Section 8.1(j) or (k), in which
case no notice shall be required), Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all Loans at a rate per annum equal to: 

(a) for any Base Rate Loan or any Swing Loan bearing interest based on the Base Rate, the sum of 2.0% plus the Applicable Margin plus the Base
Rate from time to time in effect; 
 (b) for any Eurodollar Loan or any Swing Loan bearing interest at Administrative Agent’s Quoted
Rate, the sum of 2.0% plus the rate of interest in effect thereon at the time of such default until the end of the Interest Period applicable thereto and, thereafter, at a rate per annum equal to the sum of 2.0% plus the Applicable Margin for Base
Rate Loans plus the Base Rate from time to time in effect; 
 provided, that in the absence of acceleration, the implementation of the Default Rate
pursuant to this Section shall be made at the election of Administrative Agent, acting at the request or with the consent of the Required Lenders, with written notice to Borrower. While any Event of Default exists or after acceleration, interest
shall be paid on demand of Administrative Agent at the request or with the consent of the Required Lenders. 
 Section 2.9 Evidence
of Indebtedness. 
 (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(b) Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the type thereof
and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and 

  
 24 








 
payable from Borrower to each Lender hereunder and (iii) the amount of any sum received by Administrative Agent hereunder from Borrower and each Lender’s share thereof. 

(c) The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence of the
existence and amounts of the Obligations therein recorded; provided, that the failure of Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrower to repay the
Obligations in accordance with their terms. 
 (d) Any Lender may request that its Loans be evidenced by a promissory note or notes in the
forms of Exhibit C-1 (in the case of its Revolving Loans and referred to herein as a “Revolving Note”), or Exhibit C-2 (in the case of its
Swing Loans and referred to herein as a “Swing Note”), as applicable (the Revolving Notes and Swing Note being hereinafter referred to collectively as the “Notes” and individually as a “Note”). In such
event, Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender or its registered assigns in the amount of the relevant Revolving Credit Commitment, or Swing Line Sublimit, as applicable. Thereafter, the Loans
evidenced by such Note or Notes and interest thereon shall at all times (including after any assignment pursuant to Section 11.10) be represented by one or more Notes payable to the order of the payee named therein or any assignee
pursuant to Section 11.10, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in subsections (a) and
(b) above. 
 Section 2.10 Fees. 

(a) Revolving Credit Commitment Fee. Borrower shall pay to Administrative Agent for the ratable account of the Lenders in accordance
with their Percentages a commitment fee at the rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily Unused Revolving Credit Commitments. Such
commitment fee shall be payable quarterly in arrears on the last day of each March, June, September, and December in each year (commencing on the first such date occurring after the date hereof) and on the Termination Date, unless the Revolving
Credit Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date of such termination in whole shall be paid on the date of such termination. 

(b) Administrative Agent Fees. Borrower shall pay to Administrative Agent, for its own use and benefit, the fees agreed to between
Administrative Agent and Borrower in a fee letter dated June 17, 2014, or as otherwise agreed to in writing between them. 
 (c)
Upfront Fee. On the Closing Date, Borrower shall pay to each of the Lenders, for its own use and benefit, a non-refundable upfront fee in an amount equal to 0.15% of its Revolving Credit Commitment. 

Section 2.11 Place and Application of Payments. All payments of principal of and interest on the Loans, and of all other
Obligations payable by Borrower under this Agreement and the other Loan Documents, shall be made by Borrower to Administrative Agent by no later than 12:00 Noon on the due date thereof at the office of Administrative Agent in Minneapolis, 

  
 25 








 
Minnesota (or such other location as Administrative Agent may designate to Borrower), for the benefit of the Lender(s) entitled thereto. Any payments received after such time shall be deemed to
have been received by Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set off or counterclaim. Administrative Agent will
promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other
amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that Borrower will make a
scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the
date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two
(2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is
made by such Lender, the Base Rate in effect for each such day. 
 Anything contained herein to the contrary notwithstanding (including
Section 2.7(b)), all payments and collections received in respect of the Obligations by Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Revolving Credit
Commitments as a result of an Event of Default shall be remitted to Administrative Agent and distributed as follows: 
 (a) first, to
the payment of any outstanding costs and expenses incurred by Administrative Agent, and any security trustee therefor, in enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which Borrower has
agreed to pay Administrative Agent under Section 11.13 (such funds to be retained by Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such
amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to Administrative Agent); 
 (b) second, to
the payment of the Swing Loans, both for principal and accrued but unpaid interest; 
 (c) third, to the payment of any outstanding
interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; 

(d) fourth, to the payment of principal on the Loans (other than Swing Loans), Fund Transfer and Deposit Account Liability and Hedging
Liability (provided that funds from any Person directly or indirectly liable for a Swap Obligation and that was not an “eligible contract participant” as defined in the Commodity Exchange Act at the time such Swap Obligation was incurred
may not be used to satisfy such Swap Obligation), the aggregate amount paid to, or held 

  
 26 








 
as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder
thereof; 
 (e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of
Borrower and its Subsidiaries secured by the Loan Documents (including Funds Transfer and Deposit Account Liability) (provided that funds from any Person directly or indirectly liable for a Swap Obligation and that was not an “eligible contract
participant” as defined in the Commodity Exchange Act at the time such Swap Obligation was incurred may not be used to satisfy such Swap Obligation) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder
thereof; and 
 (f) finally, to Borrower or whoever else may be lawfully entitled thereto. 

Section 2.12 Account Debit. Borrower hereby irrevocably authorizes Administrative Agent to charge account no. 25019401 maintained
with Administrative Agent for the amounts from time to time necessary to pay any then due Obligations; provided that Borrower acknowledges and agrees that Administrative Agent shall not be under an obligation to do so and Administrative Agent shall
not incur any liability to Borrower or any other Person for Administrative Agent’s failure to do so. 
 Section 2.13 Commitment
Terminations. 
 (a) Optional Revolving Credit Terminations. Borrower shall have the right at any time and from time to time, upon
five (5) Business Days prior written notice to Administrative Agent (or such shorter period of time agreed to by Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty and in whole or in part, any
partial termination to be (i) in an amount not less than $1,000,000 and (ii) allocated ratably among the Lenders in proportion to their respective Percentages, provided that the Revolving Credit Commitments may not be reduced to an amount
less than the sum of the aggregate principal amount of Revolving Loans and Swing Loans. Any termination of the Revolving Credit Commitments below the Swing Line Sublimit then in effect shall reduce the Swing Line Sublimit by a like amount.
Administrative Agent shall give prompt notice to each Lender of any such termination of the Revolving Credit Commitments. 
 (b) Any
termination of the Commitments pursuant to this Section 2.13 may not be reinstated. 
 Section 2.14 Substitution of
Lenders. In the event (a) Borrower receives a claim from any Lender for compensation under Section 3.1 or 3.6, (b) Borrower receives notice from any Lender of any illegality pursuant to Section 3.4, (c) any
Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such
Person, or (d) a Lender fails to consent to an amendment or waiver requested under Section 11.11 at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a),
(b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), Borrower may, in addition to any other rights Borrower may have hereunder or under applicable law, require, at its expense, any
such Affected 

  
 27 








 
Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Loans and other amounts at any time
owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental
Authority, (ii) Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 3.4 as if the Loans owing to it were prepaid rather than assigned) other than such principal
owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 11.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by
Borrower). 
 Section 2.15 Defaulting Lenders. 

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders. 
 (ii)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to
Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.14 shall be applied at such time or times as may be determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Swing Line Lender hereunder;
third, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by
the Administrative Agent; fourth, if so determined by the Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with
respect to Loans under this Agreement; fifth, to the payment of any amounts owing to the Lenders or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Swing Line Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any
judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh, to such Defaulting Lender or as
otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and
(y) such Loans were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to 

  
 28 








 
pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans and funded and unfunded
participations in Swing Loans are held by the Lenders pro rata in accordance with the commitments under the applicable facility without giving effect to clause (a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this clause (a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii) Certain Fees. No Defaulting Lender shall be entitled to receive any commitment fee for any period during which
that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). 

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s
participation in Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the
conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that
such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate amount of Loans and Unused Revolving Credit Commitments of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving
Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting
Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 
 (v) Cash
Collateral, Repayment of Swing Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, prepay
Swing Loans in an amount equal to the Swing Line Lender’s Fronting Exposure. 
 (b) Defaulting Lender Cure. If Borrower, the
Administrative Agent and the Swing Line Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to
any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the
Loans and funded and unfunded participations in Swing Loans to be held pro rata by the Lenders in accordance with the Revolving Credit Commitments (without giving effect to clause (a)(iv) above), whereupon such Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the
extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender 

  
 29 








 
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

(c) New Swing Loans. So long as any Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Loans
unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Loan. 
 Section 2.16 Increase to
Revolving Credit Commitments 
 (a) In the event that Borrower wishes to increase the Revolving Credit Commitment at any time when no
Default or Event of Default has occurred and is continuing (or would result from such increase) it shall notify Administrative Agent in writing the amount (the “Revolving Credit Commitment Offered Increase Amount”) of such proposed
increase (such notice a “Revolving Credit Commitment Increase Notice”) in a minimum amount equal to $10,000,000. The Revolving Credit Commitment Increase Notice shall specify the proposed Revolving Credit Commitment Offered Increase
Amount, and the proposed effective date, and shall be accompanied by a certificate executed by one or more duly authorized officers of Borrower stating that no Default or Event of Default has occurred and is continuing (or would result from such
increase). The Revolving Credit Commitment Offered Increase Amount shall constitute an offer to each of the Lenders. 
 (b) Any Lender which
accepts the offer to increase its Revolving Credit Commitment pursuant to Section 2.16(a) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with Borrower and the Administrative Agent substantially in the form
of Exhibit G whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased. No Lender shall have any obligation, expressed or implied,
to increase the amount of its Revolving Credit Commitment. Only the consent of each Lender increasing its Revolving Credit Commitment shall be required for an increase in the amount of the Revolving Commitments pursuant to this
Section 2.16. No Lender which elects not to increase the amount of its Revolving Credit Commitment may be replaced in respect to its Revolving Credit Commitment as a result thereof without such Lenders’ consent. 

(c) If any Lender’s Revolving Credit Commitment is increased pursuant to this Section 2.16, additional Revolving Loans made on
or after the effectiveness thereof (the “Revolving Credit Commitment Re-Allocation Date”) shall be made pro rata based upon the Pro Rata Share calculated for each Lender based on its Percentage in effect on and after such initial
Revolving Credit Commitment Re-Allocation Date except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Revolving Loans in excess of its Revolving Credit Commitment in which case such
excess amount shall be allocated to, and made by, such Lender with such increased Revolving Credit Commitments to the extent of, and pro rata based on, their respective Revolving Credit Commitments otherwise available, and continuation of Eurodollar
Loans outstanding on such Revolving Credit Commitment Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on such
new Pro Rata Shares calculated for each Lender based on its Percentage. In the event that on any such Revolving Credit Commitment Re-Allocation Date there is an unpaid 

  
 30 








 
principal amount of a Base Rate Loan, Borrower shall make prepayments thereof and borrowings of Base Rate Loans, so that, after giving effect thereto, the Base Rate Loans outstanding are held pro
rata based on such new Pro Rata Shares calculated for each Lender based on its Percentage. In the event that on any such Revolving Credit Commitment Re-Allocation Date there is an unpaid principal amount of Eurodollar Loan, such Eurodollar Loan
shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless Borrower elects to prepay any thereof and in accordance with the applicable provisions of this Agreement), and interest on
and repayments of such Eurodollar Loans will be paid thereon to the respective Lender holding such Eurodollar Loan pro rata based upon the respective principal amounts thereof outstanding. 

(d) Notwithstanding anything to the contrary in this Section 2.16, (i) no Lender shall have any obligation to increase its
Revolving Credit Commitment unless it agrees to do so in its sole discretion and (ii) in no event shall any transaction effected pursuant to this Section 2.16 cause the Revolving Credit Commitments to exceed $300,000,000 in the
aggregate. 
 (e) Administrative Agent shall have received on or prior to the Revolving Credit Commitment Re-Allocation Date, for the benefit
of the Lenders, (i) certified copies of resolutions of the Board of Directors of Borrower authorizing Borrower to borrow the Revolving Credit Commitment Offered Increase Amount, (ii) Revolving Note(s) duly executed by Borrower and properly
reflecting the increase in the Revolving Credit Commitments, and (iii) any other documents or instruments as may be requested by Administrative Agent. 

(f) Upon Borrower’s compliance with the foregoing, Administrative Agent shall provide written notice of such increase in the Revolving
Credit Commitments to Borrower and the Lenders, and the Revolving Credit Commitments and Percentages of the Lenders as set forth on the signature pages attached hereto shall be automatically adjusted in accordance with such notice, without the need
for any further action by any Lenders. 
 SECTION 3. TAXES; CHANGE IN CIRCUMSTANCES. 

Section 3.1 Withholding Taxes. 

(a) Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.1(b), each payment by
Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the
jurisdiction in which Borrower or such Guarantor is domiciled, any jurisdiction from which Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is
so required, Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be
necessary to ensure that the net amount actually received by each Lender and Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or Administrative Agent (as the
case may be) would have received had such withholding not been made. If Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, 

  
 31 








 
Borrower or such Guarantor shall reimburse Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If Borrower or such Guarantor pays any
such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to Administrative Agent if
not the recipient of the original) on or before the thirtieth day after payment. 
 (b) U.S. Withholding Tax Exemptions. 

i. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to Borrower and Administrative Agent on or before the date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender hereunder, two duly completed and signed copies of (i) either Form W
8 BEN (relating to such Lender and entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W 8 ECI (relating to
all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or (ii) solely if such Lender is claiming exemption from United States withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a Form W 8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Lender is not a
bank for purposes of Section 881(c) of the Code, is not a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrower and is not a controlled foreign corporation related to Borrower (within the meaning of
Section 864(d)(4) of the Code). Thereafter and from time to time, each Lender shall submit to Borrower and Administrative Agent such additional duly completed and signed copies of one or the other of such Forms (or such successor forms as shall
be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by Borrower in a written notice, directly or through Administrative Agent, to such Lender and (ii) required
under then current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. Upon the
request of Borrower or Administrative Agent, each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to Borrower and Administrative Agent a certificate to the effect that it is such a
United States person. 
 ii. If a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to
Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to comply with their obligations under FATCA and
to determine 

  
 32 








 
that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause,
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 (c) Inability of Lender to Submit
Forms. If any Lender determines, as a result of any change in applicable law, regulation or treaty, or in any official application or interpretation thereof, that it is unable to submit to Borrower or Administrative Agent any form or certificate
that such Lender is obligated to submit pursuant to subsection (b) of this Section 3.1 or that such Lender is required to withdraw or cancel any such form or certificate previously submitted or any such form or certificate
otherwise becomes ineffective or inaccurate, such Lender shall promptly notify Borrower and Administrative Agent of such fact and the Lender shall to that extent not be obligated to provide any such form or certificate and will be entitled to
withdraw or cancel any affected form or certificate, as applicable. 
 (d) Updated Forms. Each Lender agrees that if any form or
certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Administrative Agent in writing of its legal inability to do so. 

(e) Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund (including a credit
in lieu of such refund) of any taxes as to which it has been indemnified pursuant to this Section 3.1 (including by the payment of additional amounts pursuant to this Section 3.1), it shall pay to the indemnifying party an amount equal to
such refund or credit (but only to the extent of indemnity payments made under this Section with respect to the taxes giving rise to such refund), net of all out-of-pocket expenses (including taxes) of such indemnified party and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this
paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to
the contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net
after-tax position than the indemnified party would have been in if the tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect to such tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the indemnifying party
or any other Person. 
 Section 3.2 Documentary Taxes. Borrower agrees to pay on demand any documentary, stamp or similar taxes
payable in respect of this Agreement or any other Loan Document, including interest and penalties, in the event any such taxes are assessed, irrespective of when such assessment is made and whether or not any credit is then in use or available
hereunder. 

  
 33 








 Section 3.3 Funding Indemnity. If any Lender shall incur any loss, cost or expense
(including any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar Loan or Swing Loan or the
relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: 
 (a) any payment, prepayment or
conversion of a Eurodollar Loan or Swing Loan on a date other than the last day of its Interest Period, 
 (b) any failure (because of a
failure to meet the conditions of Section 4 or otherwise) by Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or Swing Loan on the date specified in a notice given
pursuant to Section 2.4(a) or 2.5, 
 (c) any failure by Borrower to make any payment of principal on any Eurodollar Loan
or Swing Loan when due (whether by acceleration or otherwise), or 
 (d) any acceleration of the maturity of a Eurodollar Loan or Swing Loan
as a result of the occurrence of any Event of Default hereunder, 
 then, upon the demand of such Lender, Borrower shall pay to such Lender such amount as
will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to Borrower, with a copy to Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in
reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be conclusive and binding on Borrower absent manifest error. 

Section 3.4 Change in Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any
Change in Law makes it unlawful for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to Borrower and such Lender’s obligations
to make or maintain Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar Loans. Borrower shall prepay on demand the outstanding principal amount of any such affected
Eurodollar Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, that, subject to all of the terms and conditions of this Agreement, Borrower may then elect to
borrow the principal amount of the affected Eurodollar Loans from such Lender by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender. 

Section 3.5 Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any
Interest Period for any Borrowing of Eurodollar Loans: 
 (a) Administrative Agent determines that deposits in U.S. Dollars (in the
applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, 

  
 34 








 
or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or 

(b) the Required Lenders advise Administrative Agent that (i) LIBOR as determined by Administrative Agent will not adequately and fairly
reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the making or funding of Eurodollar Loans become impracticable, 

then Administrative Agent shall forthwith give notice thereof to Borrower and the Lenders, whereupon until Administrative Agent notifies Borrower that the
circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended. 

Section 3.6 Increased Cost and Reduced Return. 

(a) If any Change in Law: 

(i) shall subject any Lender (or its Lending Office) to any tax, duty or other charge with respect to its Eurodollar Loans, its
Notes or its obligation to make Eurodollar Loans or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurodollar Loans or any other Loan Document in respect of its Eurodollar
Loans or its obligation to make Eurodollar Loans (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending
Office is located); or 
 (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement
(including any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Eurodollar Reserve Percentage) against assets of,
deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any Lender (or its Lending Office) or on the interbank market any other condition affecting its Eurodollar Loans, its Notes or its
obligation to make Eurodollar Loans; 
 and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making or
maintaining any Eurodollar Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender to be
material, then, within 15 days after demand by such Lender (with a copy to Administrative Agent), Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or
reduction. 
 (b) If, after the date hereof, any Lender or Administrative Agent shall have determined that any Change in Law has had the
effect of reducing the rate of return on such Lender’s or such corporation’s capital or liquidity requirements as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved
but for such adoption, change or compliance (taking into consideration such Lender’s 

  
 35 








 
or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a
copy to Administrative Agent), Borrower shall pay to such Lender, as applicable, such additional amount or amounts as will compensate such Lender for such reduction. 

(c) A certificate of a Lender claiming compensation under this Section 3.6 and setting forth the additional amount or amounts to be
paid to it hereunder shall be conclusive absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. 

Section 3.7 Mitigation Obligations; Replacement of Lenders. 

(a) Lending Offices. Each Lender may, at its option, elect to make its Loans hereunder at the branch, office or affiliate specified on
the appropriate signature page hereof (each a “Lending Office”) for each Loan available hereunder or at such other of its branches, offices or affiliates as it may from time to time elect and designate in a written notice to Borrower and
the Administrative Agent. To the extent reasonably possible, a Lender shall designate an alternative branch or funding office with respect to its Loans to reduce any liability of Borrower to such Lender hereunder or to avoid the unavailability of
Loans hereunder, so long as such designation is not otherwise disadvantageous to the Lender. 
 (b) Replacement of Lenders. If any
Lender requests compensation under Section 3.6, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.1
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (a) above, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.10), all
of its interests, rights (other than its existing rights to payments pursuant to Section 3.6 or Section 3.1) and obligations under this Agreement and the related Loan Documents to a Person meeting the relevant qualifications
under Section 11.10 that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: 

(i) Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in
Section 11.10(a)(iv); 
 (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.3 as though such amounts were a prepayment) from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); 

(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.6 or payments
required to be made pursuant to Section 3.1, such assignment will result in a reduction in such compensation or payments thereafter; 

  
 36 








 (iv) such assignment does not conflict with applicable law; and 

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have
consented to the applicable amendment, waiver or consent. 
 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply. 

Section 3.8 Discretion of Lender as to Manner of Funding. Notwithstanding any other provision of this Agreement, each
Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder with respect to Eurodollar Loans
shall be made as if each Lender had actually funded and maintained each Eurodollar Loan through the purchase of deposits in the interbank eurodollar market having a maturity corresponding to such Loan’s Interest Period, and bearing an interest
rate equal to LIBOR for such Interest Period. 
 SECTION 4. CONDITIONS PRECEDENT. 

Section 4.1 Initial Credit Event. The obligation of each Lender to participate in the initial Credit Event hereunder is subject to
satisfaction or waiver by the applicable party of the following conditions precedent: 
 (a) Administrative Agent shall have received each of
the following, in each case (i) duly executed by all applicable parties, (ii) dated a date satisfactory to Administrative Agent, and (iii) in form and substance satisfactory to Administrative Agent: 

(i) this Agreement duly executed by Borrower and its Subsidiaries, as Guarantors, and the Lenders; 

(ii) if requested by any Lender, such Lender’s duly executed Notes of Borrower dated the date hereof and otherwise in
compliance with the provisions of Section 2.9; 
 (iii) evidence of insurance required to be maintained under the
Loan Documents; 
 (iv) copies of Borrower’s and each Subsidiary’s articles of incorporation and bylaws (or
comparable organizational documents) and any amendments thereto, certified in each instance by an Authorized Representative; 

(v) copies of resolutions of Borrower’s and each Subsidiary’s Board of Directors (or similar governing body)
authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons
authorized to execute such documents on Borrower’s 

  
 37 








 
and each Subsidiary’s behalf, all certified in each instance by an Authorized Representative; 

(vi) copies of the certificates of good standing for Borrower and each Subsidiary (dated no earlier than 30 days prior to the
date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; 

(vii) a list of Borrower’s Authorized Representatives; 

(viii) the initial fees called for by Section 2.10; 

(ix) financing statement, tax, and judgment lien search results against the Property of Borrower and each Subsidiary evidencing
the absence of Liens on its Property except as permitted by Section 7.2; 
 (x) the favorable written opinion of
counsel to Borrower and each Subsidiary, in form and substance satisfactory to Administrative Agent; 
 (xi) a fully executed
Internal Revenue Service Form W-9 for Borrower; and 
 (xii) such other agreements,
instruments, documents, certificates, and opinions as Administrative Agent may reasonably request. 
 (b) The capital and organizational
structure of Borrower and its Subsidiaries shall be satisfactory to Administrative Agent and the Lenders. 
 Section 4.2 All Credit
Events. The obligation of each Lender to participate in any Credit Event (including any initial Credit Event) hereunder is subject to the following conditions precedent: 

(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct as of said
time, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be and remain true and correct as of such earlier date; 

(b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event; 

(c) in the case of a Borrowing Administrative Agent shall have received the notice required by Section 2.4; and 

(d) such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation
applicable to Administrative Agent or any Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. 

  
 38 








 Each request for a Borrowing hereunder shall be deemed to be a representation and warranty by
Borrower on the date on such Credit Event as to the facts specified in subsections (a) through (b), both inclusive, of this Section; provided, that the Lenders may continue to make advances under the Revolving Credit, in the sole
discretion of the Lenders with Revolving Credit Commitments, notwithstanding the failure of Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of
Default or other condition set forth above that may then exist. 
 SECTION 5. REPRESENTATIONS AND WARRANTIES. 

Borrower represents and warrants to Administrative Agent and the Lenders as follows: 

Section 5.1 Organization and Qualification. Borrower is (a) duly organized, validly existing, and in good standing as a
corporation under the laws of the State of Minnesota, (b) has full and adequate power to own its Property and conduct its business as now conducted, and (c) is duly licensed or qualified and in good standing in each jurisdiction in which
the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except, with respect to this clause (c), where the failure to do so would not have a Material Adverse Effect. 

Section 5.2 Subsidiaries. Each Subsidiary (a) is duly organized, validly existing, and in good standing under the laws of the
jurisdiction in which it is organized, (b) has full and adequate power to own its Property and conduct its business as now conducted, and (c) is duly licensed or qualified and in good standing in each jurisdiction in which the nature of
the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except, with respect to this clause (c), where the failure to do so would not have a Material Adverse Effect. Schedule 5.2
hereto identifies each Subsidiary, the jurisdiction of its organization, the percentage of issued and outstanding shares of each class of its capital stock or other Equity Interests owned by Borrower and the other Subsidiaries and, if such
percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other Equity Interests and the number of shares of each class issued and outstanding. All of the
outstanding shares of capital stock and other Equity Interests of each Subsidiary are validly issued and outstanding and fully paid and non-assessable and all such shares and other equity interests indicated
on Schedule 5.2 as owned by Borrower or another Subsidiary are owned, beneficially and of record, by Borrower or such Subsidiary free and clear of all Liens. There are no outstanding commitments or other obligations of any Subsidiary to
issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other Equity Interests of any Subsidiary. 

Section 5.3 Authority and Validity of Obligations. Borrower has full right and authority to enter into this Agreement and the
other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Subsidiary has full right and authority to enter into the Loan
Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by Borrower and
its Subsidiaries have been duly authorized, executed, and delivered by such Persons and constitute valid and 

  
 39 








 
binding obligations of Borrower and its Subsidiaries enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other
Loan Documents do not, nor does the performance or observance by Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment,
injunction, order or decree binding upon Borrower or any Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and bylaws, certificate or articles of association and operating agreement,
partnership agreement, or other similar organizational documents) of Borrower or any Subsidiary, (b) conflict with, contravene or constitute a default under any material indenture or agreement of or affecting Borrower or any Subsidiary or any
of their Property, or (c) result in the creation or imposition of any Lien on any Property of Borrower or any Subsidiary. 

Section 5.4 Use of Proceeds; Margin Stock. Borrower shall use the proceeds of the Revolving Credit for its general working capital
purposes, for Permitted Acquisitions and for such other legal and proper purposes as are consistent with all applicable laws. Neither Borrower nor any Subsidiary is engaged, principally or as one of its important activities, in the business of
purchasing or carrying margin stock or in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the
proceeds of any Loan or any other extension of credit made hereunder will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock. Margin stock (as hereinabove
defined) constitutes less than 25% of the assets of Borrower and its Subsidiaries which are subject to any limitation on sale, pledge or other restriction hereunder. 

Section 5.5 Financial Reports. The consolidated balance sheet of Borrower and its Subsidiaries as at June 30, 2013, and the
related consolidated statements of income, retained earnings and cash flows of Borrower and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, which financial statements are accompanied by the audit report of KPMG LLP,
independent public accountants, and the unaudited interim consolidated balance sheet of Borrower and its Subsidiaries as at March 31, 2014, and the related consolidated statements of income, retained earnings and cash flows of Borrower and its
Subsidiaries for the 9 months then ended, heretofore furnished to Administrative Agent and the Lenders, fairly present the consolidated financial condition of Borrower and its Subsidiaries as at said dates and the consolidated results of their
operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis. Neither Borrower nor any Subsidiary has contingent liabilities which are material to it other than as indicated on such financial statements
or, with respect to future periods, on the financial statements furnished pursuant to Section 5.5. 
 Section 5.6 No
Material Adverse Change. Since June 30, 2013, there has been no change in the condition (financial or otherwise) or business prospects of Borrower or any Subsidiary except those occurring in the ordinary course of business, none of which
individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. 

  
 40 








 Section 5.7 Full Disclosure. The statements and information furnished to
Administrative Agent and the Lenders in connection with the negotiation of this Agreement and the other Loan Documents and the commitments by the Lenders to provide all or part of the financing contemplated hereby do not contain any untrue
statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not misleading, Administrative Agent and the Lenders acknowledging that as to any projections furnished to Administrative
Agent and the Lenders, Borrower only represents that the same were prepared on the basis of information and estimates Borrower believed to be reasonable. 

Section 5.8 Intellectual Property, Franchises, and Licenses. Borrower and its Subsidiaries own, possess, or have the right to use
all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information to conduct their businesses as now conducted, without known conflict
with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person. 

Section 5.9 Governmental Authority and Licensing. Borrower and its Subsidiaries have received all licenses, permits, and approvals
of all federal, state, and local Governmental Authorities, if any, necessary to conduct their businesses, in each case where the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse Effect. No investigation
or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval is pending or, to the knowledge of Borrower, threatened. 

Section 5.10 Good Title. Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their
assets as reflected on the most recent consolidated balance sheet of Borrower and its Subsidiaries furnished to Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such
thereof as are permitted by Section 7.2. 
 Section 5.11 Litigation and Other Controversies. There is no litigation
or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of Borrower threatened, against Borrower or any Subsidiary or any of their Property which if adversely determined, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. 
 Section 5.12 Taxes. All tax returns required to be filed by
Borrower or any Subsidiary in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees, and other governmental charges upon Borrower or any Subsidiary or upon any of its Property, income or franchises, which are shown to be due
and payable in such returns, have been paid, except (a) such taxes, assessments, fees and governmental charges, if any, as are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest
and as to which adequate reserves established in accordance with GAAP have been provided, or (b) where the aggregate amount of such taxes, assessments, fees and other governmental charges is less than $25,000. Borrower does not know of any
proposed additional tax assessment against it or its Subsidiaries for which adequate provisions in accordance with GAAP have not been made on their accounts. Adequate provisions in accordance with GAAP for taxes on the books of 

  
 41 








 
Borrower and each Subsidiary have been made for all open years, and for its current fiscal period. 

Section 5.13 Approvals. No authorization, consent, license or exemption from, or filing or registration with, any court or
governmental department, agency or instrumentality, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by Borrower or any Subsidiary of any Loan Document, except for such
approvals which have been obtained prior to the date of this Agreement and remain in full force and effect. 
 Section 5.14
Affiliate Transactions. Neither Borrower nor any Subsidiary is a party to any contracts or agreements with any of its Affiliates (other than any such contracts or agreements with Wholly owned Subsidiaries) on terms and conditions which are less
favorable to Borrower or such Subsidiary than would be usual and customary in similar contracts or agreements between Persons not affiliated with each other. 

Section 5.15 Investment Company. Neither Borrower nor any Subsidiary is an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

Section 5.16 ERISA. Borrower and each other member of its Controlled Group has fulfilled its obligations under the minimum funding
standards of and is in compliance in all material respects with ERISA and the Code to the extent applicable to it and has not incurred any liability to the PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA. Neither Borrower nor any Subsidiary has any contingent liabilities with respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage
described in article 6 of Title I of ERISA. 
 Section 5.17 Compliance with Laws. 

(a) Borrower and its Subsidiaries are in compliance with the requirements of all federal, state and local laws, rules and regulations
applicable to or pertaining to their Property or business operations (including the Occupational Safety and Health Act of 1970, the Americans with Disabilities Act of 1990, and laws and regulations establishing quality criteria and standards for
air, water, land and toxic or hazardous wastes and substances), where any such noncompliance, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

(b) Without limiting the representations and warranties set forth in Section 5.17(a) above, except for such matters, individually
or in the aggregate, which could not reasonably be expected to result in a Material Adverse Effect, Borrower represents and warrants that: (i) Borrower and its Subsidiaries, and each of the Premises, comply in all material respects with all
applicable Environmental Laws; (ii) Borrower and its Subsidiaries have obtained all governmental approvals required for their operations and each of the Premises by any applicable Environmental Law; (iii) Borrower and its Subsidiaries have
not, and Borrower has no knowledge of any other Person who has, caused any Release, threatened Release or disposal of any Hazardous Material at, on, about, or off any of the Premises in any material quantity and, to


  
 42 








 
the knowledge of Borrower, none of the Premises are adversely affected by any Release, threatened Release or disposal of a Hazardous Material originating or emanating from any other property;
(iv) none of the Premises contain and have contained any: (1) underground storage tank, (2) material amounts of asbestos containing building material, (3) landfills or dumps, (4) hazardous waste management facility as
defined pursuant to RCRA or any comparable state law, or (5) site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law;
(v) Borrower and its Subsidiaries have not used a material quantity of any Hazardous Material and have conducted no Hazardous Material Activity at any of the Premises; (vi) Borrower and its Subsidiaries have no material liability for
response or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable state law; (vii) Borrower and its Subsidiaries are not subject to, have no notice or knowledge of and are not required to give any
notice of any Environmental Claim involving Borrower or any Subsidiary or any of the Premises, and there are no conditions or occurrences at any of the Premises which could reasonably be anticipated to form the basis for an Environmental Claim
against Borrower or any Subsidiary or such Premises; (viii) none of the Premises are subject to any, and Borrower has no knowledge of any imminent restriction on the ownership, occupancy, use or transferability of the Premises in connection
with any (1) Environmental Law or (2) Release, threatened Release or disposal of a Hazardous Material; and (ix) there are no conditions or circumstances at any of the Premises which pose an unreasonable risk to the environment or the
health or safety of Persons. 
 Section 5.18 Foreign Asset Control Regulations, Etc. . 

(i) (a) Borrower is in compliance with the requirements of all Sanctions applicable to it, (b) each Subsidiary of Borrower
is in compliance with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, (c) Borrower has provided to Administrative Agent and the Lenders all information regarding Borrower and its Affiliates and Subsidiaries
necessary for Administrative Agent and the Lenders to comply with all applicable Sanctions, and (d) neither Borrower nor any of its Affiliates or Subsidiaries is, as of the date hereof, named on the current OFAC SDN List. 

(ii) Neither Borrower nor any Subsidiary nor any officer or director of Borrower is (a) a Person whose name appears on the
list of Specially Designated Nationals and Blocked Persons published by OFAC (an “OFAC Listed Person”), (b) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf
of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (c) otherwise blocked, subject to sanctions under or engaged
in any activity in violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment
Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by
the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a
country described in clause (a), clause (b) or clause (c), 

  
 43 








 
a “Blocked Person”). Neither Borrower nor any Subsidiary nor any officer or director of Borrower has been notified that its, his or her name appears or may in the future appear
on a state list of Persons that engage in investment or other commercial activities in any Sanctioned Country. 
 (iii) No
part of the proceeds of the Loan constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by Borrower or any Subsidiary, directly or indirectly, (a) in connection with any investment in, or any
transactions or dealings with, any Blocked Person, or (b) otherwise in violation of U.S. Economic Sanctions. 
 (iv)
Neither Borrower nor any Subsidiary nor any officer of director of Borrower (a) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate
crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money
Laundering Laws”) or any U.S. Economic Sanctions violations, (b) to Borrower’s actual knowledge after making due inquiry, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or
any U.S. Economic Sanctions violations, (c) has been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (d) has had any of its funds seized or forfeited in an action under any Anti-Money
Laundering Laws. Borrower has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that Borrower and each Subsidiary is and will continue to be in compliance with all
applicable current and future Anti-Money Laundering Laws and U.S. Economic Sanctions. 
 (v) Neither Borrower nor any
Subsidiary nor any officer or director of Borrower (w) has been charged with or convicted of bribery or any other anti-corruption related activity under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction,
including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (x) to Borrower’s actual knowledge after making due inquiry, is under investigation
by any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (y) has been assessed civil or criminal penalties under any Anti-Corruption Laws or (z) has been or is the target of sanctions imposed by the
United Nations or the European Union. 
 (vi) To Borrower’s actual knowledge after making due inquiry, neither Borrower
nor any Subsidiary nor any officer or director of Borrower has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or
a commercial counterparty for the purposes of: (x) influencing any act, decision or failure to act by such Government Official in his or her official capacity or such commercial counterparty, (y) inducing a Governmental Official to do or
omit to do any act in violation of the Governmental Official’s lawful duty, or (z) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or


  
 44 








 
instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in violation of
any applicable law or regulation or which would cause any Lender to be in violation of any law or regulation applicable to such Lender; and 

(vii) No part of the proceeds from the Loan will be used, directly or indirectly, for any improper payments, including bribes,
to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage. Borrower has established procedures and controls which it reasonably believes are adequate (and otherwise comply
with applicable law) to ensure that Borrower and each Subsidiary is and will continue to be in compliance with all applicable current and future Anti-Corruption Laws. 

Section 5.19 Other Agreements. Neither Borrower nor any Subsidiary is in default under the terms of any covenant, indenture or
agreement of or affecting such Person or any of its Property, which default if uncured could reasonably be expected to have a Material Adverse Effect. 

Section 5.20 Solvency. Borrower and each of its Subsidiaries, individually and taken in the aggregate, are solvent, able to pay
their debts as they become due, and have sufficient capital to carry on their business and all businesses in which they are about to engage. 

Section 5.21 No Default. No Default or Event of Default has occurred and is continuing. 

Section 5.22 No Broker Fees. No broker’s or finder’s fee or commission will be payable with respect hereto or any of the
transactions contemplated hereby; and Borrower hereby agrees to indemnify Administrative Agent and the Lenders against, and agrees that it will hold Administrative Agent and the Lenders harmless from, any claim, demand, or liability for any such
broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable attorneys’ fees) arising in connection with any such claim, demand, or liability. 

SECTION 6. AFFIRMATIVE COVENANTS. 

Borrower agrees that, so long as any credit is available to or in use by Borrower hereunder, except to the extent compliance in any case or
cases is waived in writing pursuant to the terms of Section 11.11: 
 Section 6.1 Maintenance of Business. Borrower
shall, and shall cause each Subsidiary to, preserve and maintain its existence, except as otherwise provided in Section 7.4(c). Borrower shall, and shall cause each Subsidiary to, preserve and keep in force and effect all licenses,
permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights, and other proprietary rights necessary to the proper conduct of its business where the failure to do so could reasonably be expected to have a Material
Adverse Effect. 
 Section 6.2 Maintenance of Properties. Borrower shall, and shall cause each Subsidiary to, maintain,
preserve, and keep its property, plant, and equipment in good repair, 

  
 45 








 
working order and condition (ordinary wear and tear excepted), and shall from time to time make all needful and proper repairs, renewals, replacements, additions, and betterments thereto so that
at all times the efficiency thereof shall be fully preserved and maintained, except to the extent that, in the reasonable business judgment of such Person, any such Property is no longer necessary for the proper conduct of the business of such
Person. 
 Section 6.3 Taxes and Assessments. Borrower shall duly pay and discharge, and shall cause each Subsidiary to duly pay
and discharge, all taxes, rates, assessments, fees, and governmental charges upon or against it or its Property, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor. 

Section 6.4 Insurance. Borrower shall insure and keep insured, and shall cause each Subsidiary to insure and keep insured, with
good and responsible insurance companies acceptable to Administrative Agent in its discretion, all insurable Property owned by it which is of a character usually insured by Persons similarly situated and operating like Properties against loss or
damage from such hazards and risks, and in such amounts, as are insured by Persons similarly situated and operating like Properties; and Borrower shall insure, and shall cause each Subsidiary to insure, such other hazards and risks (including
business interruption, employers’ and public liability risks) with good and responsible insurance companies acceptable to Administrative Agent in its discretion and to the extent usually insured by Persons similarly situated and conducting
similar businesses. Borrower shall, upon the request of Administrative Agent, furnish to Administrative Agent and the Lenders a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section.

 Section 6.5 Financial Reports. Borrower shall, and shall cause each Subsidiary to, maintain a standard system of accounting
in accordance with GAAP and shall furnish to Administrative Agent, each Lender and each of their duly authorized representatives such information respecting the business and financial condition of Borrower and each Subsidiary as Administrative Agent
or such Lender may reasonably request; and without any request, shall furnish to Administrative Agent and the Lenders: 
 (a) as soon as
available, and in any event no later than 45 days after the last day of the first 3 fiscal quarters of each fiscal year of Borrower, a copy of the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as of the last day of
such fiscal quarter and the consolidated and consolidating statements of income, retained earnings, and cash flows of Borrower and its Subsidiaries for the fiscal quarter and for the fiscal year to date period then ended, each in reasonable detail
showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by Borrower in accordance with GAAP (subject to the absence of footnote disclosures and year end audit adjustments) and certified to
by its chief financial officer or another officer of Borrower acceptable to Administrative Agent; 
 (b) as soon as available, and in any
event no later than 90 days after the last day of each fiscal year of Borrower, a copy of the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as of the last day of the fiscal year then ended and the consolidated


  
 46 








 
and consolidating statements of income, retained earnings, and cash flows of Borrower and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable
detail showing in comparative form the figures for the previous fiscal year, accompanied in the case of the consolidated financial statements by an unqualified opinion of KMPG LLP or another firm of independent public accountants of recognized
national standing, selected by Borrower and reasonably satisfactory to Administrative Agent and the Required Lenders, to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in
accordance with GAAP the consolidated financial condition of Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts
in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were
considered necessary in the circumstances; 
 (c) within the period provided in subsection (b) above, the written statement of
the accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of
Default, they shall disclose in such statement the nature and period of the existence thereof; 
 (d) promptly after receipt thereof, any
additional written reports, management letters or other detailed information contained in writing concerning significant aspects of Borrower’s or any Subsidiary’s operations and financial affairs given to it by its independent public
accountants; 
 (e) promptly after the sending or filing thereof, copies of each financial statement, report, notice or proxy statement sent
by Borrower or any Subsidiary to its stockholders or other equity holders, and copies of each regular, periodic or special report, registration statement or prospectus (including all Form 10 K, Form 10 Q and Form 8 K reports) filed by Borrower or
any Subsidiary with any securities exchange or the Securities and Exchange Commission or any successor agency; 
 (f) promptly after receipt
thereof, a copy of each audit made by any regulatory agency of the books and records of Borrower or any Subsidiary or of notice of any material noncompliance with any applicable law, regulation or guideline relating to Borrower or any Subsidiary, or
its business; 
 (g) promptly after knowledge thereof shall have come to the attention of any responsible officer of Borrower, written notice
of (i) any threatened or pending litigation or governmental or arbitration proceeding or labor controversy against Borrower or any Subsidiary or any of their Property which, if adversely determined, could reasonably be expected to have a
Material Adverse Effect or (ii) the occurrence of any Default or Event of Default hereunder; and 
 (h) with each of the financial
statements delivered pursuant to subsections (a) and (b) above, a written certificate in the form attached hereto as Exhibit D signed by the chief financial officer of Borrower or another officer of Borrower acceptable
to Administrative Agent to the effect that to the best of such officer’s knowledge and belief no Default or Event of Default has 

  
 47 








 
occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default
and specifying the action, if any, taken by Borrower or any Subsidiary to remedy the same. Such certificate shall also set forth the calculations supporting the financial covenants set forth in Section 7.12. 

Section 6.6 Inspection. Borrower shall, and shall cause each Subsidiary to, permit Administrative Agent, each Lender and each of
their duly authorized representatives and agents to visit and inspect any of its Property, corporate books, and financial records, to examine and make copies of its books of accounts and other financial records, and to discuss its affairs, finances,
and accounts with, and to be advised as to the same by, its officers, employees and independent public accountants (and by this provision Borrower hereby authorizes such accountants to discuss with Administrative Agent and such Lenders the finances
and affairs of Borrower and its Subsidiaries) at such reasonable times and intervals as Administrative Agent or any such Lender may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Borrower. 

Section 6.7 ERISA. Borrower shall, and shall cause each Subsidiary to, promptly pay and discharge all obligations and liabilities
arising under ERISA of a character which if unpaid or unperformed could reasonably be expected to result in the imposition of a Lien against any of its Property. Borrower shall, and shall cause each Subsidiary to, promptly notify Administrative
Agent and each Lender of: (a) the occurrence of any reportable event (as defined in ERISA) with respect to a Plan, (b) receipt of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee
therefor, (c) its intention to terminate or withdraw from any Plan, and (d) the occurrence of any event with respect to any Plan which would result in the incurrence by Borrower or any Subsidiary of any material liability, fine or penalty,
or any material increase in the contingent liability of Borrower or any Subsidiary with respect to any post retirement Welfare Plan benefit. 

Section 6.8 Compliance with Laws. 

(a) Borrower shall, and shall cause each Subsidiary to, comply in all respects with the requirements of all federal, state, and local laws,
rules, regulations, ordinances and orders applicable to or pertaining to its Property or business operations, where any such non-compliance, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect or result in a Lien upon any of its Property. 
 (b) Without limiting the agreements set forth in
Section 6.8(a) above, Borrower shall, and shall cause each Subsidiary to, at all times, do the following to the extent the failure to do so, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect: (i) comply in all material respects with, and maintain each of the Premises in compliance in all material respects with, all applicable Environmental Laws; (ii) require that each tenant and subtenant, if any, of any of the Premises
or any part thereof comply in all material respects with all applicable Environmental Laws; (iii) obtain and maintain in full force and effect all material governmental approvals required by any applicable Environmental Law for operations at
each of the Premises; (iv) cure any material violation by it or at any of the Premises of applicable Environmental Laws; (v) not allow the presence or operation at any of the Premises of any
(1)

  
 48 








 
landfill or dump or (2) hazardous waste management facility or solid waste disposal facility as defined pursuant to RCRA or any comparable state law; (vi) not manufacture, use,
generate, transport, treat, store, release, dispose or handle any Hazardous Material at any of the Premises except in the ordinary course of its business and in de minimis amounts; (vii) within ten (10) Business Days notify Administrative
Agent in writing of and provide any reasonably requested documents upon learning of any of the following in connection with Borrower or any Subsidiary or any of the Premises: (1) any material liability for response or corrective action, natural
resource damage or other harm pursuant to CERCLA, RCRA or any comparable state law; (2) any material Environmental Claim; (3) any material violation of an Environmental Law or material Release, threatened Release or disposal of a Hazardous
Material; (4) any restriction on the ownership, occupancy, use or transferability arising pursuant to any (x) Release, threatened Release or disposal of a Hazardous Material or (y) Environmental Law; or (5) any environmental,
natural resource, health or safety condition, which could reasonably be expected to have a Material Adverse Effect; (viii) conduct at its expense any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other
response action necessary to remove, remediate, clean up or abate any material Release, threatened Release or disposal of a Hazardous Material as required by any applicable Environmental Law, (ix) abide by and observe any restrictions on the
use of the Premises imposed by any Governmental Authority as set forth in a deed or other instrument affecting Borrower’s or any Subsidiary’s interest therein; (x) promptly provide or otherwise make available to Administrative Agent
any reasonably requested environmental record concerning the Premises which Borrower or any Subsidiary possesses or can reasonably obtain; and (xi) perform, satisfy, and implement any operation or maintenance actions required by any
Governmental Authority or Environmental Law, or included in any no further action letter or covenant not to sue issued by any Governmental Authority under any Environmental Law. 

Section 6.9 Compliance with Sanctions. 

(a) Borrower shall at all times comply with the requirements of all Sanctions applicable to Borrower and shall cause each of its Subsidiaries
to comply with the requirements of all Sanctions applicable to such Subsidiary. 
 (b) Borrower shall provide Administrative Agent and the
Lenders any information regarding Borrower, its Affiliates, and its Subsidiaries necessary for Administrative Agent and the Lenders to comply with all applicable Sanctions; subject however, in the case of Affiliates, to Borrower’s ability to
provide information applicable to them. 
 (c) If Borrower obtains actual knowledge or receives any written notice that Borrower, any
Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), Borrower shall promptly (i) give written notice to Administrative Agent and the Lenders of such OFAC Event, and
(ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the Sanctions, and Borrower
hereby authorizes and consents to Administrative Agent and the Lenders taking any and all steps Administrative Agent or the Lenders deem necessary, in their sole discretion, to avoid violation of all applicable laws with respect to any such OFAC
Event, 

  
 49 








 
including the requirements of the Sanctions (including the freezing and/or blocking of assets and reporting such action to OFAC). 

Section 6.10 Formation of Subsidiaries. Promptly upon the formation or acquisition of any Subsidiary, Borrower shall provide
Administrative Agent and the Lenders notice thereof and timely comply with the requirements of Section 6.12 (at which time Schedule 5.2 shall be deemed amended to include reference to such Subsidiary). 

Section 6.11 Use of Proceeds; Margin Stock. Borrower shall use the credit extended under this Agreement solely for the purposes
set forth in, or otherwise permitted by, Section 5.4. Borrower will not request any Borrowing, and Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents
shall not use, the proceeds of any Borrowing in (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment of giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,
(B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions
applicable to any party hereto. Neither Borrower nor any Subsidiary will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock or in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan or any other extension of credit made hereunder will be used to purchase or
carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock. 

Section 6.12 Guaranties. 

(a) Guaranties. The payment and performance of the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability
shall at all times be guaranteed by each direct and indirect Domestic Subsidiary of Borrower pursuant to Section 10 or pursuant to one or more guaranty agreements in form and substance acceptable to Administrative Agent, as the same may
be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties” and each such Subsidiary executing and delivering this Agreement as a Guarantor (including any
Subsidiary hereafter executing and delivering an Additional Guarantor Supplement in the form called for by Section 10) or a separate Guaranty being referred to herein as a “Guarantor” and collectively the
“Guarantors”). 
 (b) Further Assurances. Borrower agrees that it shall, and shall cause each Guarantor to, from time
to time at the request of Administrative Agent or the Required Lenders, execute and deliver such documents and do such acts and things as Administrative Agent or the Required Lenders may reasonably request. In the event Borrower or any Guarantor
forms or acquires any other Subsidiary after the date hereof, except as otherwise provided in Sections 6.12(a) and 6.12(b) above, Borrower shall promptly upon such formation or acquisition cause such newly formed or acquired Subsidiary
to execute a Guaranty as Administrative Agent may then require, and Borrower shall also deliver to Administrative Agent, or cause such Subsidiary to deliver to Administrative Agent, at Borrower’s cost and expense, such other instruments,
documents, certificates, and opinions reasonably required by Administrative Agent in connection therewith. 

  
 50 








 SECTION 7. NEGATIVE COVENANTS. 

Section 7.1 Borrowings and Guaranties. Borrower shall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or
have outstanding any Indebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt,
obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become
liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, that the foregoing shall not restrict nor operate to prevent
(without duplication so that indebtedness that meets any one of the exceptions below shall not count against any other exception below): 

(a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of Borrower and its Subsidiaries owing to
Administrative Agent and the Lenders (and their Affiliates); 
 (b) purchase money indebtedness and Capitalized Lease Obligations of Borrower
and its Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; 
 (c) Indebtedness of any Person
that becomes a Subsidiary after the date hereof pursuant to a Permitted Acquisition, which Indebtedness exists at the time such Person becomes a Subsidiary (other than Indebtedness incurred in contemplation of such Person becoming a Subsidiary) in
an aggregate amount not greater than $5,000,000; 
 (d) obligations of Borrower or any Subsidiary arising out of interest rate, foreign
currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; 

(e) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; 

(f) intercompany advances and indebtedness from time to time owing by any Subsidiary to Borrower or another Subsidiary or by Borrower to a
Subsidiary in the ordinary course of business to finance working capital needs, in connection with a Permitted Acquisition or in connection with the Canadian Hybrid Leverage Plan; 

(g) indebtedness secured by Liens to the extent permitted under Section 7.2; 

(h) indebtedness existing on the date hereof and set forth in Schedule 7.1 and any extensions, renewals and replacements of any such
indebtedness that do not increase the outstanding principal amount thereof; and 

  
 51 








 (i) unsecured indebtedness of Borrower and its Subsidiaries not otherwise permitted by this
Section in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding. 
 Section 7.2 Liens. Borrower shall
not, nor shall it permit any Subsidiary to, create, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, that the foregoing shall not apply to nor operate to prevent: 

(a) Liens arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security
obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts or leases to which Borrower or any Subsidiary is a party or other
cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate
proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor; 
 (b)
mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by
appropriate proceedings which prevent enforcement of the matter under contest; 
 (c) judgment liens and judicial attachment liens not
constituting an Event of Default under Section 8.1(g) and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding; 

(d) Liens on equipment of Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by
Section 7.1(b), representing or incurred to finance the purchase price of such Property; provided that no such Lien shall extend to or cover other Property of Borrower or such Subsidiary other than the respective Property so acquired,
and the principal amount of indebtedness secured by any such Lien shall at no time exceed the purchase price of such Property, as reduced by repayments of principal thereon; 

(e) Liens on the assets of a Subsidiary in connection with Indebtedness permitted by Section 7.1(c) or the pledge of an
intercompany note for the purpose of the Canadian Hybrid Leverage Plan; 
 (f) any interest or title of a lessor under any operating lease;

 (g) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in the
relevant jurisdiction covering only the items being collected upon; and 
 (h) easements, rights of way, restrictions, and other similar
encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the
ordinary conduct of the business of Borrower or any Subsidiary. 

  
 52 








 Section 7.3 Investments, Acquisitions, Loans and Advances. Borrower shall not, nor
shall it permit any Subsidiary to, directly or indirectly, make, retain or have outstanding any investments (whether through purchase of Equity Interests or obligations or otherwise) in, or loans or advances to (other than for travel advances and
other similar cash advances made to employees in the ordinary course of business), any other Person, or acquire all or any substantial part of the assets or business of any other Person or division thereof; provided, that the foregoing shall not
apply to nor operate to prevent: 
 (a) investments in direct obligations of the United States of America or of any agency or instrumentality
thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereof; 

(b) investments in commercial paper rated at least P 1 by Moody’s and at least A 1 by S&P maturing within one year of the date of
issuance thereof; 
 (c) investments in certificates of deposit issued by any Lender or by any United States commercial bank having capital
and surplus of not less than $100,000,000 which have a maturity of one year or less; 
 (d) investments in repurchase obligations with a term
of not more than 7 days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require
physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; 

(e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in
investments of the type described in the immediately preceding subsections (a), (b), (c), and (d) above; 

(f) Borrower’s investment existing on the date of this Agreement in its Subsidiaries or Borrower’s investments from time to time in
its Subsidiaries, and investments made from time to time by a Subsidiary in one or more of its Subsidiaries; 
 (g) intercompany advances
made from time to time by Borrower or a Subsidiary to another Subsidiary or by a Subsidiary to Borrower in the ordinary course of business to finance working capital needs; 

(h) Permitted Acquisitions provided that Borrower shall be the surviving entity after any said Permitted Acquisition; 

(i) Repurchases of shares of Borrower pursuant to its approved Share Repurchase Plan provided that Borrower shall achieve a proforma Total
Funded Debt/EBITDA of not greater than 3.00 to 1.00 after any such repurchase; 
 (j) investments permitted by the Approved Investment
Policy; and 

  
 53 








 (k) other investments, loans, and advances in addition to those otherwise permitted by this
Section in an amount not to exceed $25,000,000 in the aggregate at any one time outstanding. 
 In determining the amount of investments, acquisitions,
loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the original cost thereof (regardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the
principal amount thereof then remaining unpaid. 
 Section 7.4 Mergers, Consolidations and Sales. Borrower shall not, nor shall
it permit any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any
event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, that this Section shall not apply to nor operate to prevent: 

(a) the sale or lease of inventory in the ordinary course of business; 

(b) the sale, transfer, lease or other disposition of Property of Borrower and its Subsidiaries to one another in the ordinary course of its
business or in connection with a Permitted Acquisition; 
 (c) the merger of any Subsidiary with and into Borrower or any other Subsidiary;
provided that, in the case of any merger involving Borrower, Borrower is the corporation surviving the merger; 
 (d) the sale of delinquent
notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); 

(e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of Borrower or its
Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; 
 (f) a merger of the Borrower or
any Subsidiary in connection with a Permitted Acquisition, in the case of any merger involving Borrower, Borrower is the corporation surviving the merger; and 

(g) the sale, transfer, lease or other disposition of Property of Borrower or any Subsidiary (including any disposition of Property as part of
a sale and leaseback transaction) for Borrower and its Subsidiaries during any fiscal year of Borrower in an aggregate amount less than 5% of Total Assets as of the first day of such fiscal year. 

Section 7.5 Maintenance of Subsidiaries. Borrower shall not assign, sell or transfer, nor shall it permit any Subsidiary to issue,
assign, sell or transfer, any shares of capital stock or other equity interests of a Subsidiary; provided, that the foregoing shall not operate to prevent (a) the issuance, sale, and transfer to any Person of any shares of capital stock of a
Subsidiary solely for the purpose of qualifying, and to the extent legally necessary to qualify, such person as a director of such Subsidiary, and (b) any transaction permitted by Sections 7.4(b) or 7.4(c) above. 

  
 54 








 Section 7.6 Dividends and Certain Other Restricted Payments. Borrower shall not, nor
shall it permit any Subsidiary to, (a) make any distributions by Borrower or a Domestic Subsidiary to a Foreign Subsidiary, or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other
equity interests or any warrants, options, or similar instruments to acquire the same (collectively referred to herein as “Restricted Payments”); provided, that the foregoing shall not operate to prevent the making of
dividends or distributions by any Subsidiary to Borrower, by any Foreign Subsidiary to another Foreign Subsidiary, by any Foreign Subsidiary to a Domestic Subsidiary or by any Domestic Subsidiary to another Domestic Subsidiary. At any time during a
Default or an Event of Default, Borrower shall not, nor shall it permit any Subsidiary to, declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests. 

Section 7.7 Burdensome Contracts With Affiliates. Borrower shall not, nor shall it permit any Subsidiary to, enter into any
contract, agreement or business arrangement with any of its Affiliates (other than with Wholly owned Subsidiaries) on terms and conditions which are less favorable to Borrower or such Subsidiary than would be usual and customary in similar
contracts, agreements or business arrangements between Persons not affiliated with each other. 
 Section 7.8 No Changes in Fiscal
Year. The fiscal year of Borrower and its Subsidiaries ends on June 30 of each year; and Borrower shall not, nor shall it permit any Subsidiary to, change its fiscal year from its present basis. 

Section 7.9 Change in the Nature of Business. Borrower shall not, nor shall it permit any Subsidiary to, engage in any business or
activity if as a result the general nature of the business of Borrower or any Subsidiary would be changed in any material respect from the general nature of the business engaged in by it as of the Closing Date. 

Section 7.10 No Negative Pledges. Except with respect to restrictions by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar
agreements) neither Borrower nor any Subsidiary shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired. 

Section 7.11 Subordinated Debt. Without the prior written consent of Required Lenders, Borrower shall not, nor shall it permit any
Subsidiary to, (a) amend or modify any of the terms or conditions relating to Subordinated Debt, (b) make any voluntary prepayment of Subordinated Debt or effect any voluntary redemption thereof, or (c) make any payment on account of
Subordinated Debt which is prohibited under the terms of any instrument or agreement subordinating the same to the Obligations. Notwithstanding the foregoing, Borrower may agree to a decrease in the interest rate applicable thereto or to a deferral
of repayment of any of the principal of or interest on the Subordinated Debt beyond the current due dates therefor. 

  
 55 








 Section 7.12 Financial Covenants. 

(a) Interest Coverage Ratio. As of the last day of each fiscal quarter of Borrower, Borrower shall maintain an Interest Coverage Ratio
of not less than 4.00 to 1.00 for the previous four fiscal quarters of Borrower. 
 (b) Total Funded Debt/EBITDA Ratio. As of the last
day of each fiscal quarter of Borrower, Borrower shall not permit the Total Funded Debt/EBITDA Ratio to be greater than 3.50 to 1.00. 
 SECTION
8. EVENTS OF DEFAULT AND REMEDIES. 
 Section 8.1 Events of Default. Any one or more of the following shall constitute
an “Event of Default” hereunder: 
 (a) default in the payment when due of all or any part of the principal of or interest
on any Loan (whether at the stated maturity thereof or at any other time provided for in this Agreement) or of any fee or other Obligation payable hereunder or under any other Loan Document; 

(b) default in the observance or performance of any covenant set forth in Sections 6.1, 6.4, 6.5, 6.6, 6.9,
6.11, or 7; 
 (c) default in the observance or performance of any other provision hereof or of any other Loan Document which
is not remedied within 30 days after the earlier of (i) the date on which such failure shall first become known to any officer of Borrower or (ii) written notice thereof is given to Borrower by Administrative Agent; 

(d) any representation or warranty made herein or in any other Loan Document or in any certificate furnished to Administrative Agent or the
Lenders pursuant hereto or thereto or in connection with any transaction contemplated hereby or thereby proves untrue in any respect (or in any material respect if such representation, warranty, certification or statement is not by its terms already
qualified as to materiality) as of the date of the issuance or making or deemed making thereof; 
 (e) any event occurs or condition exists
(other than those described in subsections (a) through (d) above) which is specified as an event of default under any of the other Loan Documents, or any of the Loan Documents shall for any reason not be or shall cease to be
in full force and effect or is declared to be null and void, or any Subsidiary takes any action for the purpose of terminating, repudiating or rescinding any Loan Document executed by it or any of its obligations thereunder; 

(f) default shall occur under any Indebtedness for Borrowed Money (other than the Loan) issued, assumed or guaranteed by Borrower or any
Subsidiary aggregating in excess of $5,000,000, or under any indenture, agreement or other instrument under which the same may be issued, and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of
any such Indebtedness for Borrowed Money (whether or not such maturity is in 

  
 56 








 
fact accelerated), or any such Indebtedness for Borrowed Money shall not be paid when due (whether by demand, lapse of time, acceleration or otherwise); 

(g) any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered or
filed against Borrower or any Subsidiary, or against any of its Property, in an aggregate amount in excess of $5,000,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing), and
which remains undischarged, unvacated, unbonded or unstayed for a period of 30 days; 
 (h) Borrower or any Subsidiary, or any member of its
Controlled Group, shall fail to pay when due an amount or amounts aggregating in excess of $5,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having
aggregate Unfunded Vested Liabilities in excess of $5,000,000 (collectively, a “Material Plan”) shall be filed under Title IV of ERISA by Borrower or any Subsidiary, or any other member of its Controlled Group, any plan administrator or
any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be instituted by a fiduciary of any Material
Plan against Borrower or any Subsidiary, or any member of its Controlled Group, to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of
which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; 
 (i) any Change of Control
shall occur; 
 (j) Borrower or any Subsidiary shall (i) have entered involuntarily against it an order for relief under the United
States Bankruptcy Code, as amended, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce
in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United
States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate, limited liability, or other applicable organizational action in
furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 8.1(k); or 

(k) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for Borrower or any Subsidiary, or any
substantial part of any of its Property, or a proceeding described in Section 8.1(j)(v) shall be instituted against Borrower or any Subsidiary, and such appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of 60 days. 

  
 57 








 Section 8.2 Non Bankruptcy Defaults. When any Event of Default (other than those
described in Section 8.1(j) or (k) with respect to Borrower) has occurred and is continuing, Administrative Agent shall, by written notice to Borrower: (a) if so directed by the Required Lenders, terminate the remaining
Revolving Credit Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof); and (b) if so directed by the Required Lenders, declare the principal of and the accrued interest
on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable together with all other amounts payable under the Loan
Documents without further demand, presentment, protest or notice of any kind. Administrative Agent, after giving notice to Borrower pursuant to Section 8.1(c) or this Section 8.2, shall also promptly send a copy of such
notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such notice. 
 Section 8.3 Bankruptcy
Defaults. When any Event of Default described in Section 8.1(j) or (k) with respect to Borrower has occurred and is continuing, then all outstanding Loans shall immediately become due and payable together with all other
amounts payable under the Loan Documents without presentment, demand, protest or notice of any kind, the obligation of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate. 

Section 8.4 Notice of Default. Administrative Agent shall give notice to Borrower under Section 8.1(c) promptly upon
being requested to do so by any Lender and shall thereupon notify all the Lenders thereof. 
 SECTION 9. ADMINISTRATIVE AGENT. 

Section 9.1 Appointment and Authorization of Administrative Agent. Each Lender hereby appoints BMO Harris Bank N.A. as
Administrative Agent under the Loan Documents and hereby authorizes Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental thereto. The Lenders expressly agree that Administrative Agent is not acting as a fiduciary of the Lenders in respect of the Loan Documents, Borrower or otherwise, and nothing
herein or in any of the other Loan Documents shall result in any duties or obligations on Administrative Agent or any of the Lenders except as expressly set forth herein. 

Section 9.2 Administrative Agent and its Affiliates. Administrative Agent shall have the same rights and powers under this
Agreement and the other Loan Documents as any other Lender and may exercise or refrain from exercising such rights and power as though it were not Administrative Agent, and Administrative Agent and its affiliates may accept deposits from, lend money
to, and generally engage in any kind of business with Borrower or any Affiliate of Borrower as if it were not Administrative Agent under the Loan Documents. The term “Lender” as used herein and in all other Loan Documents, unless the
context otherwise clearly requires, includes Administrative Agent in its individual capacity as a Lender (if applicable). 

  
 58 








 Section 9.3 Action by Administrative Agent. If Administrative Agent receives from
Borrower a written notice of an Event of Default pursuant to Section 5.5, Administrative Agent shall promptly give each of the Lenders written notice thereof. The obligations of Administrative Agent under the Loan Documents are only
those expressly set forth therein. Without limiting the generality of the foregoing, Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections
8.2 and 8.4. Unless and until the Required Lenders give such direction, Administrative Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders.
In no event, however, shall Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and Administrative Agent shall in all cases be fully justified in failing or refusing to act
hereunder or under any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and
all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the
contrary by a Lender or Borrower. In all cases in which the Loan Documents do not require Administrative Agent to take specific action, Administrative Agent shall be fully justified in using its discretion in failing to take or in taking any action
thereunder. Any instructions of the Required Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Lenders and the holders of the Obligations. 

Section 9.4 Consultation with Experts. Administrative Agent may consult with legal counsel, independent public accountants, and
other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. 

Section 9.5 Liability of Administrative Agent; Credit Decision. Neither Administrative Agent nor any of its directors, officers,
agents or employees shall be liable for any action taken or not taken by it in connection with the Loan Documents: (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligence or willful
misconduct. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify: (i) any statement, warranty or representation made in connection
with this Agreement, any other Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of Borrower or any Subsidiary contained herein or in any other Loan Document; (iii) the satisfaction
of any condition specified in Section 4, except receipt of items required to be delivered to Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof
or of any other Loan Document or of any other documents or writing furnished in connection with any Loan Document; and Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence.
Administrative Agent may execute any of its duties under any of the Loan Documents by or through employees, agents, and attorneys in fact and shall not be answerable to the Lenders, Borrower, or any other Person for the default or misconduct of any
such agents or attorneys in fact selected with reasonable care. Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or 

  
 59 








 
statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, Administrative Agent shall
have no responsibility for confirming the accuracy of any compliance certificate or other document or instrument received by it under the Loan Documents. Administrative Agent may treat the payee of any Obligation as the holder thereof until written
notice of transfer shall have been filed with Administrative Agent signed by such payee in form satisfactory to Administrative Agent. Each Lender acknowledges that it has independently and without reliance on Administrative Agent or any other
Lender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to Borrower in the manner set forth in the Loan Documents. It shall be the responsibility of
each Lender to keep itself informed as to the creditworthiness of Borrower and its Subsidiaries, and Administrative Agent shall have no liability to any Lender with respect thereto. 

Section 9.6 Indemnity. The Lenders shall ratably, in accordance with their respective Percentages, indemnify and hold
Administrative Agent, and its directors, officers, employees, agents, and representatives harmless from and against any liabilities, losses, costs or expenses suffered or incurred by it under any Loan Document or in connection with the transactions
contemplated thereby, regardless of when asserted or arising, except to the extent they are promptly reimbursed for the same by Borrower and except to the extent that any event giving rise to a claim was caused by the gross negligence or willful
misconduct of the party seeking to be indemnified. The obligations of the Lenders under this Section shall survive termination of this Agreement. Administrative Agent shall be entitled to offset amounts received for the account of a Lender under
this Agreement against unpaid amounts due from such Lender to Administrative Agent or Swing Line Lender hereunder (whether as fundings of participations, indemnities or otherwise, and with any amounts offset for the benefit of Administrative Agent
to be held by it for its own account and with any amounts offset for the benefit of a Swing Line Lender to be remitted by Administrative Agent to of for the account of such Swing Line Lender, as applicable), but shall not be entitled to offset
against amounts owed to Administrative Agent or Swing Line Lender by any Lender arising outside of this Agreement and the other Loan Documents. 

Section 9.7 Resignation of Administrative Agent and Successor Administrative Agent. Administrative Agent may resign at any time by
giving written notice thereof to the Lenders and Borrower. Upon any such resignation of Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been
so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation then the retiring Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent, which may be any Lender hereunder or any commercial bank, or an Affiliate of a commercial bank, having an office in the United States of America and having a combined capital and surplus of at least
$200,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent under the
Loan Documents, and the retiring Administrative Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this
Section 9 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or 

  
 60 








 
omitted to be taken by it while it was Administrative Agent, but no successor Administrative Agent shall in any event be liable or responsible for any actions of its predecessor. If
Administrative Agent resigns and no successor is appointed, the rights and obligations of such Administrative Agent shall be automatically assumed by the Required Lenders and Borrower shall be directed to make all payments due each Lender hereunder
directly to such Lender. 
 Section 9.8 Swing Line Lender. The Swing Line Lender shall act on behalf of the Lenders with respect
to the Swing Loans made hereunder. The Swing Line Lender shall each have all of the benefits and immunities (i) provided to Administrative Agent in this Section 9 with respect to any acts taken or omissions suffered by the Swing
Line Lender in connection with Swing Loans made or to be made hereunder as fully as if the term “Administrative Agent,” as used in this Section 9, included the Swing Line Lender with respect to such acts or omissions and
(ii) as additionally provided in this Agreement with respect to the Swing Line Lender. 
 Section 9.9 Hedging Liability and
Funds Transfer and Deposit Account Liability Arrangements. By virtue of a Lender’s execution of this Agreement or an assignment agreement pursuant to Section 11.10, as the case may be, any Affiliate of such Lender with whom
Borrower or any Guarantor has entered into an agreement creating Hedging Liability or Funds Transfer and Deposit Account Liability shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom
Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in payments and collections out of the Guaranties as
more fully set forth in Section 2.11. In connection with any such distribution of payments and collections, or any request for the release of the Guaranties in connection with the termination of the Revolving Credit Commitments and the
payment in full of the Obligations, Administrative Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate with respect to Hedging Liability or Funds Transfer and Deposit Account Liability unless such Lender has notified
Administrative Agent in writing of the amount of any such liability owed to it or its Affiliate prior to such distribution or payment or release of Guaranties. 

Section 9.10 Designation of Additional Agents. Administrative Agent shall have the continuing right, for purposes hereof, at any
time and from time to time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “book runners,” “lead arrangers,” “arrangers,” or
other designations for purposes hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof. 

SECTION 10. THE GUARANTEES. 

Section 10.1 The Guarantees. 

(a) To induce the Lenders to provide the credits described herein and in consideration of benefits expected to accrue to Borrower by reason of
the Revolving Credit Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto
as Exhibit E or such other form acceptable to Administrative Agent) hereby unconditionally and irrevocably guarantees jointly and severally to 

  
 61 








 
Administrative Agent, the Lenders, and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability,
including, but not limited to, the due and punctual payment of principal of and interest on the Loans and the due and punctual payment of all other Obligations now or hereafter owed by Borrower under the Loan Documents and the due and punctual
payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof
(including all interest, costs, fees, and charges after the entry of an order for relief against Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees
and charges would be an allowed claim against Borrower or any such obligor in any such proceeding). In case of failure by Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability
guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as
if such payment were made by Borrower or such obligor. 
 (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations. The obligations of each
Qualified ECP Guarantor under this Section 10.1(b) shall remain in full force and effect until Payment in Full of the Hedging Liability, and Funds Transfer and Deposit Account Liability. Each Qualified ECP Guarantor intends that this
Section 10.1(b) constitute, and this Section 10.1(b) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 Section 10.2 Guarantee Unconditional. The obligations of each
Guarantor under this Section 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by: 

(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of Borrower or other obligor or of any
other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise; 
 (b) any modification or amendment of
or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Funds Transfer and Deposit Account Liability; 

(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar
proceeding affecting, Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of Borrower or other obligor or of any other guarantor contained in any Loan Document;


  
 62 








 (d) the existence of any claim, set off, or other rights which Borrower or other obligor or any
other guarantor may have at any time against Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith; 

(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against
Borrower or other obligor, any other guarantor, or any other Person or Property; 
 (f) any application of any sums by whomsoever paid or
howsoever realized to any obligation of Borrower or other obligor, regardless of what obligations of Borrower or other obligor remain unpaid; 

(g) any invalidity or unenforceability relating to or against Borrower or other obligor or any other guarantor for any reason of this Agreement
or of any other Loan Document or any agreement relating to Hedging Liability or Funds Transfer and Deposit Account Liability or any provision of applicable law or regulation purporting to prohibit the payment by Borrower or other obligor or any
other guarantor of the principal of or interest on any Loan or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Funds Transfer and Deposit Account Liability; or 

(h) any other act or omission to act or delay of any kind by Administrative Agent, any Lender or any other Person or any other circumstance
whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 10. 

Section 10.3 Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances. Each Guarantor’s obligations under
this Section 10 shall remain in full force and effect until the Commitments are terminated, and the principal of and interest on the Loans and all other amounts payable by Borrower and the Guarantors under this Agreement and all other
Loan Documents and, if then outstanding and unpaid, all Hedging Liability and Funds Transfer and Deposit Account Liability shall have been paid in full. If at any time any payment of the principal of or interest on any Loan or any other amount
payable by Borrower or other obligor or any Guarantor under the Loan Documents or any agreement relating to Hedging Liability or Funds Transfer and Deposit Account Liability is rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy, or reorganization of Borrower or other obligor or of any guarantor, or otherwise, each Guarantor’s obligations under this Section 10 with respect to such payment shall be reinstated at such time as though such payment
had become due but had not been made at such time. 
 Section 10.4 Subrogation. Each Guarantor agrees it will not exercise any
rights which it may acquire by way of subrogation by any payment made hereunder, or otherwise, until all the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall have been paid in full subsequent to the termination
of all the Revolving Credit Commitments. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations, Hedging Liability, and Funds Transfer and
Deposit Account Liability and all other amounts payable by Borrower hereunder and the other Loan Documents and (y) the termination of the Revolving Credit Commitments, such amount 

  
 63 








 
shall be held in trust for the benefit of Administrative Agent and the Lenders (and their Affiliates) and shall forthwith be paid to Administrative Agent for the benefit of the Lenders (and their
Affiliates) or be credited and applied upon the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, whether matured or unmatured, in accordance with the terms of this Agreement. 

Section 10.5 Waivers. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice not
provided for herein, as well as any requirement that at any time any action be taken by Administrative Agent, any Lender, or any other Person against Borrower or other obligor, another guarantor, or any other Person. 

Section 10.6 Limit on Recovery. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under
this Section 10 shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 10 void or voidable under applicable law, including fraudulent conveyance law. 

Section 10.7 Stay of Acceleration. If acceleration of the time for payment of any amount payable by Borrower or other obligor
under this Agreement or any other Loan Document, or under any agreement relating to Hedging Liability or Funds Transfer and Deposit Account Liability, is stayed upon the insolvency, bankruptcy or reorganization of Borrower or such obligor, all such
amounts otherwise subject to acceleration under the terms of this Agreement or the other Loan Documents, or under any agreement relating to Hedging Liability or Funds Transfer and Deposit Account Liability, shall nonetheless be payable by the
Guarantors hereunder forthwith on demand by Administrative Agent made at the request of the Required Lenders. 
 Section 10.8
Benefit to Guarantors. Borrower and the Guarantors are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of Borrower has a direct impact on the success of each Guarantor. Each Guarantor
will derive substantial direct and indirect benefit from the extensions of credit hereunder. 
 Section 10.9 Guarantor
Covenants. Each Guarantor shall take such action as Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as Borrower is required by this Agreement to prohibit such Guarantor from
taking. 
 Section 10.10 Release of Guarantors. A Subsidiary of Borrower that is a Guarantor shall automatically be released
from its obligations under the Loan Documents upon the consummation of any transaction permitted by this Agreement as result of which such Guarantor ceases to be a Subsidiary of Borrower. In connection with any termination or release pursuant to
this Section 10.10, Administrative Agent shall execute and deliver to any Guarantor, at Borrower’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. 

SECTION 11. MISCELLANEOUS. 

Section 11.1 No Waiver, Cumulative Remedies. No delay or failure on the part of Administrative Agent or any Lender, or on the part
of the holder or holders of any of the Obligations, in the exercise of any power or right under any Loan Document shall operate as a 

  
 64 








 
waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other
power or right. The rights and remedies hereunder of Administrative Agent, the Lenders, and of the holder or holders of any of the Obligations are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise have.

 Section 11.2 Non-Business Days. If any payment hereunder becomes due and payable on a
day which is not a Business Day, the due date of such payment shall be extended to the next succeeding Business Day on which date such payment shall be due and payable. In the case of any payment of principal falling due on a day which is not a
Business Day, interest on such principal amount shall continue to accrue during such extension at the rate per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for the payment of interest. 

Section 11.3 Survival of Representations. All representations and warranties made herein or in any other Loan Document or in
certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in full force and effect with respect to the date as of which they were made as long as any
credit is in use or available hereunder. 
 Section 11.4 Survival of Indemnity and Certain Other Provisions. All indemnity
provisions and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans, including, but not limited to, Sections 3.4, 3.6, and 11.13, shall
survive the payment and satisfaction of all Obligations and the termination of this Agreement and the other Loan Documents, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full
of any single claim thereunder. All such indemnity and other provisions shall be binding upon the successors and assigns of Borrower and shall inure to the benefit of each applicable Indemnitee and its successors and assigns. 

Section 11.5 Sharing of Set Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and
retain any payment, whether by set off or application of deposit balances or otherwise, on any of the Loans in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash
at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess
payment ratably with all the other Lenders; provided, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall
be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. 

Section 11.6 Notices. Except as otherwise specified herein, all notices hereunder and under the other Loan Documents shall be in
writing (including notice by telecopy) and shall be given to the relevant party at its address or telecopier number set forth below, or such other address or telecopier number as such party may hereafter specify by notice to Administrative Agent and
Borrower given by courier, by United States certified or registered mail, by telecopy 

  
 65 








 
or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices under the Loan Documents to any Lender shall be addressed to its address or
telecopier number set forth on its Administrative Questionnaire; and notices under the Loan Documents to Borrower, any Guarantor or Administrative Agent shall be addressed to its respective address or telecopier number set forth below: 

 

									
	to Borrower or any Guarantor:	 	to Administrative Agent:
		
	Techne Corporation	 	BMO Harris Bank N.A.
	614 McKinley Place Northeast	 	50 South Sixth Street, Suite 1000
	Minneapolis, MN 55413	 	Minneapolis, MN 55402
	Attention:	 	Chief Financial Officer	 	Attention:	 	Jessica Markkula
	Telephone:	 	(612) 379-2956	 		 	VP,	 	Commercial
	Telecopy:	 	(612) 656-4400	 	Banking	 		 	
		 		 	Telephone:	 	(612) 904-8594
		 		 	Telecopy:	 	(612) 904-8011
	
	With a copy (not constituting notice) to:
	
	Fredrikson & Byron, P.A.
	200 South Sixth Street, Suite 4000
	Minneapolis, MN 55402-1425
	Attention:	 	Melodie Rose
	Telephone:	 	(612) 492-7000
	Telecopy:	 	(612) 492-7077

 Each such notice, request or other communication shall be effective (i) if given by telecopier, when such telecopy is
transmitted to the telecopier number specified in this Section or in the relevant Administrative Questionnaire and a confirmation of such telecopy has been received by the sender, (ii) if given by mail, 5 days after such communication is
deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid or (iii) if given by any other means, when delivered at the addresses specified in this Section or in the relevant Administrative
Questionnaire; provided that any notice given pursuant to Section 2 shall be effective only upon receipt. 

Section 11.7 Counterparts. This Agreement may be executed in any number of counterparts, and by the different parties hereto on
separate counterpart signature pages, each of which shall constitute an original, and all such counterparts taken together shall be deemed to constitute one and the same instrument. 

Section 11.8 Successors and Assigns. This Agreement shall be binding upon Borrower and the Guarantors and their successors and
assigns, and shall inure to the benefit of Administrative Agent and each of the Lenders, and their respective successors and assigns, including any subsequent holder of any of the Obligations. Borrower and the Guarantors may not assign any of their
rights or obligations under any Loan Document without the written consent of all of the Lenders. 

  
 66 








 Section 11.9 Participants. Each Lender shall have the right at its own cost to grant
participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and/or the Revolving Credit Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that
no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section, and Administrative Agent
shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of
Borrower under this Agreement and the other Loan Documents including the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any
modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted
shall have the benefits of Section 3.4 and Section 3.6. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each
participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

Section 11.10 Assignments. 

(a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of such Lender’s rights and obligations under
this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. (A) In the case of an assignment of the entire remaining amount of the assigning Lender’s
Revolving Credit Commitment or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and (B) in any case not described in subsection (a)(i)(A) of this Section, the
aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the
assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Administrative Agent or, if “Effective Date” is specified in the Assignment and


  
 67 








 
Acceptance, as of the Effective Date) shall not be less than $5,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); 
 (ii) Proportionate Amounts. Each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Revolving Credit Commitment assigned, except that this clause
(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Revolving Credits on a non-pro rata basis. 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by
Section 11.10(a)(i)(B) and, in addition: 
 (a) the consent of Borrower (such consent not to be unreasonably
withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower
shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; 

(b) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender; 

(c) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding). 

(iv) Assignment and Acceptance. The parties to each assignment shall execute and deliver to Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made to (a) Borrower or any of its Affiliates or
Subsidiaries or (b) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (b). 

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person. 

  
 68 








 (vii) Certain Additional Payments. In connection with any assignment of
rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the
Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with
the consent of Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as
appropriate) its full pro rata share of all Loans and participations in Swing Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall
become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

Subject to acceptance and recording thereof by Administrative Agent pursuant to Section 11.10(b), from and after the effective date specified in
each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 11.4 and 11.13 with respect to facts and circumstances occurring
prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with Section 11.9. 
 (b) Register.
Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in Minneapolis, Minnesota, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Revolving Credit Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and Borrower, Administrative Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

  
 69 








 (c) Any Lender may at any time pledge or grant a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including any such pledge or grant to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or
grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other
than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement. 

(d) Notwithstanding anything to the contrary herein, if at any time the Swing Line Lender assigns all of its Revolving Credit Commitments and
Revolving Loans pursuant to subsection (a) above, the Swing Line Lender may terminate the Swing Line. In the event of such termination of the Swing Line, Borrower shall be entitled to appoint another Lender to act as the successor Swing
Line Lender hereunder (with such Lender’s consent); provided, that the failure of Borrower to appoint a successor shall not affect the resignation of the Swing Line Lender. If the Swing Line Lender terminates the Swing Line, it shall
retain all of the rights of the Swing Line Lender provided hereunder with respect to Swing Loans made by it and outstanding as of the effective date of such termination, including the right to require Lenders to make Revolving Loans or fund
participations in outstanding Swing Loans pursuant to Section 2.7. 
 Section 11.11 Amendments. Any provision of
this Agreement or the other Loan Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by (a) Borrower, (b) the Required Lenders, and (c) if the rights or duties of Administrative
Agent or the Swing Line Lender are affected thereby, Administrative Agent or the Swing Line Lender, as applicable: 
 (a) no amendment or
waiver pursuant to this Section 11.11 shall (A) increase any Revolving Credit Commitment of any Lender without the consent of such Lender or (B) reduce the amount of or postpone the date for any scheduled payment of any
principal of or interest on any Loan or of any fee payable hereunder without the consent of the Lender to which such payment is owing or which has committed to make such Loan (or participate therein) hereunder; 

(b) no amendment or waiver pursuant to this Section 11.11 shall, unless signed by each Lender, extend the Termination Date, change
the definition of Required Lenders, change the provisions of this Section 11.11, release any material guarantor (except as otherwise provided for in the Loan Documents), or affect the number of Lenders required to take any action
hereunder or under any other Loan Document; and 
 (c) no amendment to Section 10 shall be made without the consent of the
Guarantor(s) affected thereby. 
 Section 11.12 Headings. Section headings used in this Agreement are for reference only and
shall not affect the construction of this Agreement. 
 Section 11.13 Costs and Expenses; Indemnification. 

  
 70 








 (a) Borrower agrees to pay all documented costs and expenses of Administrative Agent in
connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including the reasonable and documented fees and disbursements of counsel to Administrative Agent, in connection with the preparation and execution
of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by Administrative Agent in connection with
periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. Borrower agrees to pay to Administrative Agent and each Lender, and any other holder of any Obligations outstanding hereunder,
all costs and expenses reasonably incurred or paid by Administrative Agent, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or
in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving Borrower or any Guarantor as a debtor thereunder).
Borrower further agrees to indemnify Administrative Agent, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an
“Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or
preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the
transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification.
Borrower, upon demand by Administrative Agent or a Lender at any time, shall reimburse Administrative Agent or such Lender for any legal or other expenses (including all reasonable and documented fees and disbursements of counsel for any such
Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party
to be indemnified. To the extent permitted by applicable law, neither Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated
hereby or thereby, any Loan or the use of the proceeds thereof. 
 (b) Borrower unconditionally agrees to forever indemnify, defend and hold
harmless, and covenants not to sue for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee,
arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether
owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, by Borrower or any Subsidiary or otherwise occurring on or with respect to its Property
(whether owned or leased), (iii) any claim for personal injury or property damage in connection with Borrower or any 

  
 71 








 
Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by
Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful
misconduct or gross negligence of the relevant Indemnitee. 
 Section 11.14 Set off. In addition to any rights now or hereafter
granted under the Loan Documents or applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, each Lender, each subsequent holder of any Obligation, and each of their respective affiliates, is
hereby authorized by Borrower and each Guarantor at any time or from time to time, without notice to Borrower, any Guarantor or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and
all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at
any time held or owing by that Lender, subsequent holder, or affiliate, to or for the credit or the account of Borrower or such Guarantor, whether or not matured, against and on account of the Obligations of Borrower or such Guarantor to that
Lender, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, or subsequent
holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities,
or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for
further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and
the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 

Section 11.15 Entire Agreement. The Loan Documents constitute the entire understanding of the parties thereto with respect to the
subject matter thereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby. 

Section 11.16 Governing Law. This Agreement and the other Loan Documents (except as otherwise specified therein), and any claim,
controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement or any Loan Document, and the rights and duties of the parties hereto, shall be governed by and construed and
determined in accordance with the internal laws of the State of Minnesota. 
 Section 11.17 Severability of Provisions. Any
provision of any Loan Document which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the enforceability of
such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent 

  
 72 








 
that the exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this Agreement and other Loan Documents are intended to be subject to all
applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement or the other Loan Documents invalid or unenforceable. 

Section 11.18 Excess Interest. Notwithstanding any provision to the contrary contained herein or in any other Loan Document, no
such provision shall require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted by applicable law to be charged for the use or detention, or the forbearance in the collection, of all
or any portion of the Loans or other obligations outstanding under this Agreement or any other Loan Document (“Excess Interest”). If any Excess Interest is provided for, or is adjudicated to be provided for, herein or in any other
Loan Document, then in such event (a) the provisions of this Section shall govern and control, (b) neither Borrower nor any guarantor or endorser shall be obligated to pay any Excess Interest, (c) any Excess Interest that
Administrative Agent or any Lender may have received hereunder shall, at the option of Administrative Agent, be (i) applied as a credit against the then outstanding principal amount of Obligations hereunder and accrued and unpaid interest
thereon (not to exceed the maximum amount permitted by applicable law), (ii) refunded to Borrower, or (iii) any combination of the foregoing, (d) the interest rate payable hereunder or under any other Loan Document shall be
automatically subject to reduction to the maximum lawful contract rate allowed under applicable usury laws (the “Maximum Rate”), and this Agreement and the other Loan Documents shall be deemed to have been, and shall be, reformed and
modified to reflect such reduction in the relevant interest rate, and (e) neither Borrower nor any guarantor or endorser shall have any action against Administrative Agent or any Lender for any damages whatsoever arising out of the payment or
collection of any Excess Interest. Notwithstanding the foregoing, if for any period of time interest on any of Borrower’s Obligations is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such
applicable rate becomes less than the Maximum Rate, the rate of interest payable on Borrower’s Obligations shall remain at the Maximum Rate until the Lenders have received the amount of interest which such Lenders would have received during
such period on Borrower’s Obligations had the rate of interest not been limited to the Maximum Rate during such period. 

Section 11.19 Construction. The parties acknowledge and agree that the Loan Documents shall not be construed more favorably in
favor of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of the Loan Documents. The provisions of this Agreement relating to Subsidiaries shall only
apply during such times as Borrower has one or more Subsidiaries. 
 Section 11.20 Lender’s Obligations Several. The
obligations of the Lenders hereunder are several and not joint. Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders a partnership, association, joint venture or other
entity. 
 Section 11.21 Submission to Jurisdiction; Waiver of Venue; Service of Process. 

  
 73 








 (a) BORROWER AND GUARANTORS IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR
PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF MINNESOTA SITTING IN HENNEPIN COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE DISTRICT OF MINNESOTA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT AND LENDERS MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER AND GUARANTORS OR THEIR PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION. 

(b) BORROWER AND GUARANTORS IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT THEY
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (a) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.6. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

Section 11.22 Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE 

  
 74 








 
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

Section 11.23 USA Patriot Act . Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107
56 (signed into law October 26, 2001)) (the “Act”) hereby notifies Borrower that pursuant to the requirements of the Act, it is required to obtain, verify, and record information that identifies Borrower, which information
includes the name and address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the Act. 

Section 11.24 Confidentiality . Each of Administrative Agent and the Lenders severally agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors to the extent any such Person
has a need to know such Information (it being understood that the Persons to whom such disclosure is made will first be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority (by subpoena or otherwise) (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder (by subpoena or otherwise), (f) subject to an agreement containing provisions substantially the same as those of this Section, to
(A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to Borrower or any Subsidiary and its obligations, (g) with the prior written consent of Borrower, (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this
Section or (B) becomes available to Administrative Agent or any Lender on a non-confidential basis from a source other than Borrower or any Subsidiary or any of their directors, officers, employees or
agents, including accountants, legal counsel and other advisors, (i) to rating agencies if requested or required by such agencies in connection with a rating relating to the Loans or Revolving Credit Commitments hereunder, or (j) to
entities which compile and publish information about the syndicated loan market, provided that only basic information about the pricing and structure of the transaction evidenced hereby may be disclosed pursuant to this subsection (j). For
purposes of this Section, “Information” means all information received from Borrower or any of the Subsidiaries or from any other Person on behalf of Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their
respective businesses, other than any such information that is available to Administrative Agent or any Lender on a non-confidential basis prior to disclosure by Borrower or any of its Subsidiaries or from any
other Person on behalf of Borrower or any of the Subsidiaries; provided that, in the case of information received from Borrower or any Subsidiary, or on behalf of Borrower or any Subsidiary, after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the
same degree of care 

  
 75 








 
to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 

  
 76 








 [SIGNATURE PAGE TO CREDIT AGREEMENT] 

 

			
	TECHNE CORPORATION
		
	By:	 	 /s/ Charles R. Kummeth

		 	Name: Charles R. Kummeth
		 	Title: Chief Executive Officer
	
	 RESEARCH AND DIAGNOSTIC

SYSTEMS, INC.

		
	By:	 	 /s/ Charles R. Kummeth

		 	Name: Charles R. Kummeth
		 	Title: Chief Executive Officer
	
	BIONOSTICS, INC.
		
	By:	 	 /s/ Charles R. Kummeth

		 	Name: Charles R. Kummeth
		 	Title: Chief Executive Officer
	
	BOSTON BIOCHEM, INC.
		
	By:	 	 /s/ Charles R. Kummeth

		 	Name: Charles R. Kummeth
		 	Title: Chief Executive Officer
	
	BIOSPACIFIC, INC.
		
	By:	 	 /s/ Charles R. Kummeth

		 	Name: Charles R. Kummeth
		 	Title: President









 [SIGNATURE PAGE TO CREDIT AGREEMENT] 

 

			
	NOVUS HOLDINGS, LLC
		
	By:	 	 /s/ Charles R. Kummeth

		 	Name: Charles R. Kummeth
		 	Title: Chief Executive Officer
	
	NOVUS BIOLOGICALS, LLC
		
	By:	 	 /s/ Charles R. Kummeth

		 	Name: Charles R. Kummeth
		 	Title: Chief Executive Officer
	
	IMGENEX CORPORATION
		
	By:	 	 /s/ Charles R. Kummeth

		 	Name: Charles R. Kummeth
		 	Title: Chief Executive Officer and
		 	   President

	
	 NOVUS CANADA INTERNATIONAL,

LLC

		
	By:	 	 /s/ Charles R. Kummeth

		 	Name: Charles R. Kummeth
		 	Title: Chief Executive Officer









 [SIGNATURE PAGE TO CREDIT AGREEMENT] 

 

			
	 BMO HARRIS BANK N.A., as

Administrative Agent, Swing Loan Lender
 and a
Lender

		
	By:	 	 /s/ Jessica Markkula

		 	Name: Jessica Markkula
		 	Title: Vice President









 [SIGNATURE PAGE TO CREDIT AGREEMENT] 

 

			
	J.P. MORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Suzanne Ergastolo

		 	Name: Suzanne Ergastolo
		 	Title: Vice President









 Exhibit A 

Notice of Borrowing 
 Date:
                    ,              

 

	To:	BMO Harris Bank N.A., as Administrative Agent for the Lenders, parties to the Credit Agreement dated as of July 28, 2014 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”), among Techne Corporation, the Guarantors a party thereto, certain Lenders which are signatories thereto, and BMO Harris Bank N.A., as Administrative Agent 


Ladies and Gentlemen: 
 The undersigned, Techne
Corporation (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.4 of the Credit Agreement, of the
Borrowing specified below: 
 1. The Business Day of the proposed Borrowing is
                    ,         . 

2. The aggregate amount of the proposed Borrowing is $            .

 3. The Borrowing is being advanced under the Revolving Credit. 

4. The Borrowing is to be comprised of $             of [Base
Rate] [Eurodollar] Loans. 
 5. [If applicable:] The length of the Interest Period for the Eurodollar Loans
included in the Borrowing shall be          months. 
 The undersigned hereby certifies that the
following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom: 

(a) the representations and warranties of Borrower contained in Section 5 of the Credit Agreement are true and correct as
though made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date); and 

(b) no Default or Event of Default has occurred and is continuing or would result from such proposed Borrowing. 

 

			
	TECHNE CORPORATION
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                     
                                         
      



  
 Exhibit A-1 








 Exhibit B 

Notice of Continuation/Conversion 

Date:                     ,
             
  

	To:	BMO Harris Bank N.A., as Administrative Agent for the Lenders, parties to the Credit Agreement dated as of July 28, 2014 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”) among Techne Corporation, the Guarantors a party thereto, certain Lenders which are signatories thereto, and BMO Harris Bank N.A., as Administrative Agent 


Ladies and Gentlemen: 
 The undersigned, Techne
Corporation (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.4 of the Credit Agreement, of the
[conversion] [continuation] of the Loans specified herein, that: 
 1. The conversion/continuation Date is
                    ,             . 

2. The aggregate amount of the Revolving Loans to be [converted] [continued] is
$            . 
 3. The Loans are to be [converted into]
[continued as] [Eurodollar] [Base Rate] Loans. 
 4. [If applicable:] the length of the Interest Period for the
Eurodollar Loans included in the [conversion] [continuation] shall be              months. 

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the proposed
conversion/continuation date, before and after giving effect thereto and to the application of the proceeds therefrom: 
 (a)
the representations and warranties of Borrower contained in Section 5 of the Credit Agreement are true and correct as though made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date); provided, that this condition shall not apply to the conversion of an outstanding Eurodollar Loan to a Base Rate Loan; and 

  
 Exhibit B-1 








 (b) no Default or Event of Default has occurred and is continuing, or would
result from such proposed [conversion] [continuation]. 
  

			
	TECHNE CORPORATION
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                     
                                         
      



  
 Exhibit B-2 








 Exhibit C-1 

Revolving Note 
  

			
	U.S. $                    	  	July         , 2014

 For Value Received, the undersigned, Techne Corporation, a Minnesota corporation (the
“Borrower”), hereby promises to pay to                      (the “Lender”) or its registered assigns on the
Termination Date of the hereinafter defined Credit Agreement, at the principal office of Administrative Agent in Minneapolis, Minnesota (or such other location as Administrative Agent may designate to Borrower), in immediately available funds, the
principal sum of                      and         /100 Dollars
($                    ) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to Borrower pursuant to the
Credit Agreement, together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. 

This Note is one of the Revolving Notes referred to in the Credit Agreement dated as of July 28, 2014, among Borrower, the Guarantors
party thereto and the Lenders and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the
benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the
Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Minnesota. 
 Voluntary
prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.

 Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. 

 

			
	TECHNE CORPORATION
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                     
                                         
      



  
 Exhibit C-1-1 








 Exhibit C-2 

Swing Note 
  

			
	U.S. $20,000,000.00	  	July 28, 2014

 For Value Received, the undersigned, Techne Corporation, a Minnesota corporation (the
“Borrower”), hereby promises to pay to BMO Harris Bank N.A. (the “Lender”) or its registered assigns on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of Administrative
Agent in Minneapolis, Minnesota (or such other location as Administrative Agent may designate to Borrower), in immediately available funds, the principal sum of Twenty Million and 00/100 Dollars ($20,000,000.00) or, if less, the aggregate unpaid
principal amount of all Swing Loans made by the Lender to Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement. 
 This Note is the Swing Note referred to in the Credit Agreement dated as of
July 28, 2014, among Borrower, the Guarantors party thereto and the Lenders and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), and this Note
and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined
herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Minnesota. 

Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the
expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. 
 Borrower hereby
waives demand, presentment, protest or notice of any kind hereunder. 
  

			
	TECHNE CORPORATION
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                     
                                         
      



  
 Exhibit C-1-2 








 Exhibit D 

Techne Corporation 

Compliance Certificate 
  

	To:	BMO Harris Bank N.A., as 

 Administrative Agent under, 

and the Lenders a party to the 

Credit Agreement described 
 below

 This Compliance Certificate is furnished to Administrative Agent and the Lenders pursuant to that certain Credit Agreement dated as of
July 28, 2014, among us (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in
the Credit Agreement. 
 The Undersigned hereby certifies ON BEHALF OF THE Borrower in his/her capacity as an Authorized Representative of
the Borrower and not in an individual capacity, that: 
 1. I am the duly elected
                     of Techne Corporation; 

2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the
transactions and conditions of Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; 
 3.
The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below; 
 4. The financial
statements required by Section 6.5 of the Credit Agreement and being furnished to you concurrently with this Compliance Certificate are true, correct and complete as of the date and for the periods covered thereby; and 

5. The Schedule I hereto sets forth financial data and computations evidencing Borrower’s compliance with certain covenants of the Credit
Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement. 

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event: 

  
 Exhibit D-1 









					
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	

 The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial
statements delivered with this Certificate in support hereof, are made and delivered this          day of
                     20        . 

 

			
	TECHNE CORPORATION
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                     
                                         
      



  
 Exhibit D-2 








 Schedule I 

to Compliance Certificate 

Techne Corporation 

Compliance Calculations 

for Credit Agreement dated as of July 28, 2014 

Calculations as of
                    ,              

 
  

 
  

									
	A.	  	Interest Coverage Ratio (Section 7.12(a))
				
		  	1.	  	Net Income for past 4 quarters	  	$                         
				
		  	2.	  	Interest Expense for past 4 quarters	  	  

				
		  	3.	  	Income taxes for past 4 quarters	  	  

				
		  	4.	  	Adjustments for:	  	  

					
		  		  	(i)	  	inventory step-ups associated with inventory of a Permitted Acquisition, one-time professional fees associated with a Permitted Acquisition, any non-recurring fees, expenses or charges (including any such items directly attributable
to severance, restructuring charges, relocation costs and one-time compensation charges) relating to a Permitted Acquisition and other non-recurring extraordinary items	  	
					
		  		  	(ii)	  	gains or losses realized upon the sale or other disposition of any asset that is not sold or disposed of in the ordinary course of business	  	  

					
		  		  	(iii)	  	extraordinary or non-recurring charges, expenses, gains or losses	  	  

					
		  		  	(iv)	  	any losses from an early extinguishment of indebtedness	  	
					
		  		  	(v)	  	all other non-cash compensation expenses from equity based compensation and non-cash charges, non-cash expenses or non-cash gains or losses in such period (excluding any such item that is non-cash during such period but the subject
of a cash payment in a prior or future period)	  	  

			
		  	TOTAL	  	  



  
 Schedule I-1 









									
				
		  	5.	  	Sum of lines A1, A2, A3, and A4 (“EBIT”)	  	$                          
				
		  	6.	  	Cash interest payments for past 4 quarters	  	  

				
		  	7.	  	Ratio of Line A5 to Line A6	  	        :1.00
				
		  	8.	  	Line A7 ratio must not be less than	  	4.00:1.00
				
		  	9.	  	Borrower is in compliance (circle yes or no)	  	yes/no
			
	B.	  	Total Funded Debt/EBITDA Ratio (Section 7.12(b))	  	
				
		  	1.	  	Total Funded Debt	  	$                          
				
		  	2.	  	EBIT	  	  

				
		  	3.	  	Depreciation and Amortization Expense for past 4 quarters	  	  

				
		  	4.	  	EBITDA of the target of a Permitted Acquisition	  	  

				
		  	5.	  	Sum of Lines B2, B3 and B4 (“EBITDA”)	  	  

				
		  	6.	  	Ratio of Line B1 to B5	  	        :1.00
				
		  	7.	  	Line B6 ratio must not exceed	  	3.50:1.00
				
		  	8.	  	Borrower is in compliance (circle yes or no)	  	yes/no


  
 Schedule I-2 








 Exhibit E 

Additional Guarantor Supplement 

                    ,
             
 BMO Harris Bank N.A., as Administrative Agent for the Lenders, parties to
the Credit Agreement dated as of July 28, 2014, among Techne Corporation, as Borrower, the Guarantors referred to therein, the Lenders a party thereto from time to time, and Administrative Agent (as extended, renewed, amended or restated from
time to time, the “Credit Agreement”) 
 Ladies and Gentlemen: 

Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for
the purposes hereof the meaning provided therein. 
 The undersigned, [name of Subsidiary Guarantor], a [jurisdiction of
incorporation or organization] hereby elects to be a “Guarantor” for all purposes of the Credit Agreement, effective from the date hereof. The undersigned confirms that the representations and warranties set forth in
Section 5 of the Credit Agreement are true and correct as to the undersigned as of the date hereof and the undersigned shall comply with each of the covenants set forth in Sections 6 and 7 of the Credit Agreement applicable to it. 

Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be
bound in all respects by the terms of, the Credit Agreement, including Section 10 thereof, to the same extent and with the same force and effect as if the undersigned were a signatory party thereto. 

The undersigned acknowledges that this Agreement shall be effective upon its execution and delivery by the undersigned to Administrative
Agent, and it shall not be necessary for Administrative Agent or any Lender, or any of their Affiliates entitled to the benefits hereof, to execute this Agreement or any other acceptance hereof. This Agreement shall be construed in accordance with
and governed by the internal laws of the State of Minnesota. 
  

			
	Very truly yours,
	
	[Name of Subsidiary Guarantor]
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                    
                                         
       



  
 Exhibit E-1 








 Exhibit F 

Assignment and Acceptance 

Dated                    ,
             
 Reference is made to the Credit Agreement dated as of
July 28, 2014 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among Techne Corporation, the Guarantors a party thereto, the Lenders a party thereto, and BMO Harris Bank N.A., as
Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. 

                       
                                         
                     (the “Assignor”) and
                                 (the “Assignee”) agree as
follows: 
 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the
amount and specified percentage interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Date (as defined below), including the Assignor’s Commitments as in effect on the
Effective Date and the Loans, if any, owing to the Assignor on the Effective Date. 
 2. The Assignor (i) represents and warrants that
it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any Subsidiary or the performance or observance by
Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 

3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered to the Lenders pursuant to Section 6.5 and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the
other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Agreement are required to be performed by it as a Lender; and (v) specifies as its lending office (and address for notices) the offices set forth on its Administrative Questionnaire. 

  
 Exhibit F-1 








 4. As consideration for the assignment and sale contemplated in Annex I hereof, the Assignee
shall pay to the Assignor on the Effective Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective Date with respect to the interest assigned hereby are for
the account of the Assignor and such fees accruing from and including the Effective Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for
the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party. 

5. The effective date for this Assignment and Acceptance shall be
                     (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered
to Administrative Agent for acceptance and recording by Administrative Agent and, if required, Borrower. 
 6. Upon such acceptance and
recording, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 

7. Upon such acceptance and recording, from and after the Effective Date, Administrative Agent shall make all payments under the Credit
Agreement in respect of the interest assigned hereby (including all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the
Credit Agreement for periods prior to the Effective Date directly between themselves. 
 8. This Assignment and Acceptance shall be governed
by, and construed in accordance with, the laws of the State of Minnesota. 
  

			
	[Assignor Lender]
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                    
                                         
       
	
	[Assignee Lender]
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                    
                                         
       



  
 Exhibit F-2 








 Accepted and consented this 

         day of
                     
  

			
	TECHNE CORPORATION
		
	By:	 	  

		 	Name:                                     
                                       
		 	Title:                                    
                                         
 

 Accepted and consented to by the Administrative 

Agent this          day of
                     
  

			
	BMO Harris Bank N.A.,
	as Administrative Agent and Swing Line Lender
		
	By:	 	  

		 	Name:                                     
                                       
		 	Title:                                    
                                         
 


  
 Exhibit F-3 








 Annex I 

to Assignment and Acceptance 

The assignee hereby purchases and assumes from the assignor the following interest in and to all of the Assignor’s rights and obligations
under the Credit Agreement as of the effective date. 
  

							
	Facility Assigned	  	 Aggregate

Commitment/Loans For
 All
Lenders
	  	 Amount of

Commitment/Loans
 Assigned
	  	 Percentage Assigned of

Commitment/Loans

	 Revolving Credit
	  	$                    	  	$                    	  	            %


  
 Annex 1-1 








 Exhibit G 

FORM OF REVOLVING CREDIT COMMITMENT INCREASE SUPPLEMENT 

Reference is made to the certain Credit Agreement dated as of July 28, 2014 (as the same may hereafter by amended, supplemented or
modified from time to time the “Credit Agreement”), among Techne Corporation, a Minnesota corporation (“Borrower”), the Guarantors a party thereto, the Lenders a party thereto and BMO Harris Bank N.A., as Administrative
Agent (“Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

The Lender identified on Schedule 1 hereto (the “Increasing Lender”), Administrative Agent and Borrower agree as follows:

 The Increasing Lender hereby irrevocably increases its Revolving Credit Commitment to Borrower by the amount set forth on Schedule 1
hereto under the heading “Principal Amount of Increased Revolving Credit Commitment” (the “Increased Revolving Credit Commitment”) pursuant to Section 2.16 of the Credit Agreement. From and after the Effective Date
(as defined below), (i) the Increasing Lender will be a Lender under the Credit Agreement with respect to the Increased Revolving Credit Commitment as well as its existing Revolving Credit Commitment under the Credit Agreement, (ii) the
total amount of the Revolving Credit Commitment of the Increasing Lender will be the amount set forth on Schedule 1 hereto under the heading “Total Amount of Revolving Credit Commitment of Increasing Lender (including Increased Revolving Credit
Commitment),” and (iii) the Percentage of the Increasing Lender shall be the percentage set forth on Schedule 1 hereto under the heading “Percentage of Increasing Lender (after increase).” 

Administrative Agent (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement; and (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of Borrower, any of its Subsidiaries or any other obligor or the performance or observance by Borrower, any of its Subsidiaries or any other obligor of any of their respective
obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto. 
 The Increasing Lender
(a) represents and warrants that it is legally authorized to enter into this Revolving Credit Commitment Increase Supplement; (b) confirms that it has received a copy of the Loan Documents, together with copies of the most recent financial
statements delivered pursuant to Section 6.5 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Revolving Credit Commitment Increase
Supplement; (c) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes 

  
 Exhibit G-1 








 
Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents or any other instrument or document furnished pursuant hereto
or thereto as are delegated to Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Loan Documents and will perform in accordance with its
terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
 The effective date of
this Revolving Credit Commitment Increase Supplement shall be the Effective Date of the Increased Revolving Credit Commitment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Revolving Credit
Commitment Increase Supplement by each of the Increasing Lender and Borrower, it will be delivered to Administrative Agent for acceptance and recording by it pursuant to the Credit Agreement, effective as of the Effective Date (which shall not,
unless otherwise agreed to by Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by Administrative Agent). 

Upon such acceptance and recording, from and after the Effective Date, Administrative Agent shall make all payments in respect of the
Increased Revolving Credit Commitment (including payments of principal, interest, fees and other amounts) to the Increasing Lender for amounts which have accrued on and subsequent to the Effective Date. 

This Revolving Credit Commitment Increase Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the
State of Minnesota. 
 IN WITNESS WHEREOF, the parties hereto have caused this Revolving Credit Commitment Increase Supplement to be
executed as of                     , by their respective duly authorized officers on Schedule 1 hereto. 

[Remainder of page intentionally left blank. Schedule 1 to follow.] 

  
 Exhibit G-2 








 Schedule 1 

to Revolving Credit Commitment Increase Supplement 
  

			
	Name of Increasing Lender:	  	  

		
	Effective Date of Increased Revolving Credit Commitment:	  	  


  

					
	 Principal Amount of Increased
 Revolving Credit
Commitment:
	  	 Total Amount of Revolving

Credit Commitment of Increasing

Lender (including Increased
 Revolving
Credit Commitment):
	  	 Percentage of Increasing Lender

(after increase)

	
$                    
	  	$                    	  	            %

  

									
	TECHNE CORPORATION	 		 	BOSTON BIOCHEM, INC.
					
	By:	 	  
	 		 	By:	 	  

		 	Its:                                     
                                      	 		 		 	Its:                                     
                                      
			
	BIONOSTICS, INC.	 		 	NOVUS HOLDINGS, LLC
					
	By:	 	  
	 		 	By:	 	  

		 	Its:                                     
                                      	 		 		 	Its:                                     
                                      
			
	BIOSPACIFIC, INC.	 		 	NOVUS BIOLOGICALS, LLC
					
	By:	 	  
	 		 	By:	 	  

		 	Its:                                     
                                      	 		 		 	Its:                                     
                                      
			
	IMGENEX CORPORATION	 		 	 NOVUS CANADA INTERNATIONAL,

LLC

					
	By:	 	  
	 		 	By:	 	  

		 	Its:                                     
                                      	 		 		 	Its:                                     
                                      
			
	 RESEARCH AND DIAGNOSTIC SYSTEMS,

INC.
	 		 	 BMO HARRIS BANK, N.A., as

Administrative Agent

					
	By:	 	  
	 		 	By:	 	  

		 	Its:                                     
                                      	 		 		 	Its:                                     
                                      


  
 Schedule 1-1 








 Schedule 1 

Commitments 
  

					
	Name of Lender	  	Revolving Credit
Commitment	 
	 BMO Harris Bank, N.A.
	  	$	75,000,000	  
	 J.P. Morgan Chase Bank, N.A.
	  	$	75,000,000	  
	 Total
	  	$	150,000,000	  
		  	  
	  
	 


  
 Schedule 1-2 








 Schedule 5.2 

Subsidiaries 
  

									
	Name	  	Jurisdiction of
Organization	  	Percentage
Ownership	 	 	Owner
	 Bionostics Holdings Limited
	  	United Kingdom	  	 	100	% 	 	Bionostics, Inc.
	 Bionostics, Inc.
	  	Massachusetts	  	 	100	% 	 	Research and Diagnostic Systems, Inc.
	 BiosPacific, Inc.
	  	Minnesota	  	 	100	% 	 	Research and Diagnostic Systems, Inc.
	 Boston Biochem, Inc.
	  	Minnesota	  	 	100	% 	 	Research and Diagnostic Systems, Inc.
	 Imgenex Corporation
	  	California	  	 	100	% 	 	Novus Holdings, LLC
	 Novus Biologicals Canada, ULC
	  	Nova Scotia, Canada	  	 	100	% 	 	Novus Holdings, LLC
	 Novus Biologicals, LLC
	  	Delaware	  	 	100	% 	 	Novus Holdings, LLC
	 Novus Biologicals, Ltd.
	  	United Kingdom	  	 	100	% 	 	Novus Holdings, LLC
	 Novus Canada International, LLC
	  	Delaware	  	 	100	% 	 	Novus Holdings, LLC
	 Novus Holdings, LLC
	  	Delaware	  	 	100	% 	 	Techne Corporation
	 R&D Systems China Co., Ltd.
	  	China	  	 	100	% 	 	Research and Diagnostic Systems, Inc.
	 R&D Systems Europe Ltd.
	  	United Kingdom	  	 	100	% 	 	Techne Corporation
	 R&D Systems GmbH
	  	Germany	  	 	100	% 	 	R&D Systems Europe Ltd.
	 R&D Systems Hong Kong Ltd.
	  	Hong Kong	  	 	100	% 	 	R&D Systems China Co., Ltd.
	 Research and Diagnostic Systems, Inc.
	  	Minnesota	  	 	100	% 	 	Techne Corporation


  
 Schedule 5.2 









									
	 Tocris Cookson Limited
	  	United Kingdom	  	 	100	% 	 	Tocris Investments Limited
	 Tocris Holdings Limited
	  	United Kingdom	  	 	100	% 	 	R&D Systems Europe Ltd.
	 Tocris Investments Limited
	  	United Kingdom	  	 	100	% 	 	Tocris Holdings Limited


  
 Schedule 5.2 








 Schedule 7.1 

(Indebtedness) 
 None. 


  
 Schedule 7.1