KIMBALL INTERNATIONAL INC (Form: 8-K, Received: 11/03/2014 16:29:12)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 3, 2014 (October 28, 2014)

KIMBALL INTERNATIONAL, INC.

________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)




Indiana	0-3279	35-0514506
(State or other jurisdiction of	(Commission File	(IRS Employer Identification No.)
incorporation)	Number)




1600 Royal Street, Jasper, Indiana		47549-1001
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (812) 482-1600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On October 31, 2014 (the “Effective Date”), the previously announced spin-off of Kimball Electronics, Inc. from Kimball International, Inc. (the “Company”) was completed (the “Spin-Off”). The Spin-Off was completed through the distribution to the Company’s stockholders of all the shares of common stock of Kimball Electronics, Inc. In the distribution, the Company's shareholders received three shares of Kimball Electronics, Inc. common stock for every four shares of the Company’s Class A or Class B common stock outstanding as of 5:00 p.m. New York time, on October 22, 2014 (the “Record Date”).

On October 31, 2014, in connection with the implementation of the Spin-Off, the Company entered into certain agreements with Kimball Electronics, Inc. to (i) effect its legal and structural separation; (ii) govern the relationship between the Company and Kimball Electronics, Inc. up to and after completion of the Spin-Off; and (iii) allocate between the Company and Kimball Electronics, Inc. various assets, liabilities and obligations, including, among other things, employee benefits, intellectual property and tax-related assets and liabilities. The agreements entered into include:


•	Separation and Distribution Agreement;


•	Tax Matters Agreement;


•	Employee Matters Agreement; and


•	Transition Services Agreement.

Separation and Distribution Agreement

The Company entered into a separation and distribution agreement with Kimball Electronics, Inc. (the “Separation and Distribution Agreement”) pursuant to which the Company and Kimball Electronics, Inc. will legally and structurally separate.

The Separation and Distribution Agreement, among other things, (i) provides for the transfer of assets and assumption of liabilities that are necessary to ensure that Kimball Electronics, Inc. retains the assets of, and the liabilities associated with, the electronics business and the Company retains the assets of, and the liabilities associated with, the furniture business; (ii) governs the rights and obligations of the parties regarding the distribution; (iii) provides that following the Spin-Off Kimball Electronics, Inc. is responsible for obtaining and maintaining its own insurance coverage; and (iv) governs other matters, including, but not limited to, access and provision of records, intellectual property, confidentiality, treatment of outstanding guarantees and similar credit support and dispute resolution procedures.

Tax Matters Agreement

The Company entered into a tax matters agreement with Kimball Electronics, Inc. that will govern the Company and Kimball Electronics, Inc.’s rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns. As a former subsidiary of the Company, Kimball Electronics, Inc. has, and will continue to have following the Spin-Off, joint and several liabilities with the Company with the Internal Revenue Service and certain U.S. state tax authorities for U.S. federal income and state taxes for the taxable periods in which Kimball Electronics, Inc. was a part of the Company’s consolidated group. The Company has agreed to indemnify Kimball Electronics, Inc. against any amounts of liabilities for which Kimball Electronics, Inc. is not responsible.

Employee Matters Agreement

The Company entered into an employee matters agreement with Kimball Electronics, Inc., which provides (i) that generally, each of the Company and Kimball Electronics, Inc. has responsibility for its

own employees and compensation plans, subject to certain exceptions; (ii) that following the Spin-Off, Kimball Electronics, Inc.’s employees will generally participate in various retirement, welfare, and other employee benefit and compensation plans established and maintained by Kimball Electronics, Inc.; (iii) for the treatment of Kimball Electronics, Inc.’s outstanding equity awards in connection with the Spin-Off; (iv) for the assumption of certain employment related contracts that Kimball Electronics, Inc.’s employees originally entered into with the Company; and (v) for the allocation of certain employee liabilities and the cooperation between Kimball Electronics, Inc. and the Company in sharing employee information.

Transition Services Agreement

The Company entered into a transition services agreement with Kimball Electronics, Inc. pursuant to which the Company and Kimball Electronics, Inc. will provide each other specified services on a transitional basis to help ensure an orderly transition following the Spin-Off. These services include information technology, financial, telecommunications, benefits support services and other specified services. The services will be provided at cost, and are planned to extend for a period of six to eighteen months in most circumstances.

The foregoing descriptions of these agreements are summaries of the material terms of these agreements; for complete text of these agreements, see the agreements filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2 and 10.3, each of which is incorporated herein by reference.

Credit Agreement

In connection with the Spin-off, the Company (for purposes of this description, the “Borrower”) entered into a credit agreement dated as of October 31, 2014 (the “Credit Agreement”) with JPMorgan Chase Bank, National Association, as administrative agent (for purposes of this description, the “Administrative Agent”), and other lenders and agents party hereto. The Credit Agreement has a maturity date of October 31, 2019 and allows for up to $30 million in borrowings, with an option to increase the amount available for borrowing to $55 million at the Company's request, subject to participating banks' consent. The Company believes its principal sources of liquidity from available funds on hand, cash generated from operations, and the availability of borrowing under this Credit Agreement will be sufficient for the foreseeable future. There are currently no revolving loans outstanding under the Credit Agreement.

The revolving loans under the Credit Agreement may consist of, at the Company's election, advances in U.S. dollars or advances in any other currency that is agreed to by the lenders. The proceeds of the revolving loans are to be used for general corporate purposes of the Company including acquisitions. A portion of the credit facility, not to exceed $10 million of the principal amount, will be available for the issuance of letters of credit. A commitment fee on the unused portion of principal amount of the credit facility is payable at a rate that ranges from 20.0 to 25.0 basis points per annum as determined by the Company's ratio of consolidated total indebtedness to adjusted consolidated EBITDA.

The interest rate is dependent on the type of borrowings and will be one of the following two options:

•

the adjusted London Interbank Offered Rate (“Adjusted LIBO Rate” as defined in the Credit Agreement) in effect two business days prior to the advance (adjusted upwards to reflect bank reserve costs) for such interest period, plus the Eurocurrency Loans margin which can range from 125.0 to 175.0 basis points based on the Company's ratio of consolidated total indebtedness to adjusted consolidated EBITDA; or


•	the Alternate Base Rate, which is defined as the highest of the fluctuating rate per annum equal to the higher of


a.	JPMorgan's prime rate;


b.	1% per annum above the Adjusted LIBO rate; or


c.	1/2% per annum above the Federal funds rate;

plus the ABR Loans spread which can range from 25.0 to 75.0 basis points based on the Company's ratio of consolidated total indebtedness to adjusted consolidated EBITDA.

The Company's financial covenants under the Credit Agreement require:


•	an adjusted leverage ratio of (a) consolidated total indebtedness minus unencumbered U.S. cash on hand in the U.S. in excess of $15,000,000 to (b) consolidated EBITDA, determined as of the end of each of its fiscal quarters for the then most recently ended four fiscal quarters, to not be greater than 3.0 to 1.0, and

•

a fixed charge coverage ratio of (a) the sum of (i) consolidated EBITDA, minus (ii) 50% of depreciation expense, minus (iii) taxes paid, minus (iv) dividends and distributions paid, to (b) the sum of (i) scheduled principal payments on Indebtedness due and/or paid, plus (ii) interest expense, calculated for the Borrower and its subsidiaries on a consolidated basis in accordance with GAAP, determined as of the end of each of its fiscal quarters for the trailing four fiscal quarters then ending, to not be less than 1.10 to 1.00.

The foregoing description of the Credit Agreement is only a summary of the Credit Agreement. For the complete text of the Credit Agreement, see the agreement filed with this Current Report on Form 8-K as Exhibit 10.4, which is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On October 31, 2014, concurrently with the Company's entry into the Credit Agreement described in Item 1.01 hereof, the Company terminated the Amended and Restated Credit Agreement dated as of December 18, 2012, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as agent and Letter of Credit Issuer which provided for borrowings up to $75 million. The prior agreement would have expired in December 2017.

Item 2.01 Completion of Acquisition or Disposition of Assets

On October 31, 2014, the Company completed the Spin-Off by distributing ratably, to its shareholders, three shares of common stock of Kimball Electronics, Inc. for every four shares of the Company’s Class A or Class B common stock outstanding at 5:00 p.m., New York time, on the Record Date, or approximately 29.1 million shares of common stock of Kimball Electronics, Inc. Following the Spin-Off, the Company does not beneficially own any shares of common stock of Kimball Electronics, Inc.

The description of the Spin-Off included under Item 1.01 and the Separation and Distribution Agreement attached as Exhibit 2.1 to this Current Report on Form 8-K is incorporated in this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K related to the Credit Agreement, including the information set forth under the subheading “Credit Agreement,” are incorporated by reference in this Item 2.03.

Item 3.03 Material Modification to Rights of Security Holders

Since the Company became a public company in 1976, it has had two classes of voting shares: Class A common stock and Class B common stock. Class A common stock elects all but one of its directors. Class B common stock elects one of its directors and, on an annual basis, is entitled to an additional $0.02 per share dividend more than the dividends paid on shares of Class A common stock. In addition, holders of Class B common stock are entitled to full voting powers, as a class, with respect to any consolidation, merger, sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the Company’s fixed assets, or the dissolution of the Company. Otherwise, except as provided by statute with respect to certain amendments to the Company’s Amended and Restated Articles of Incorporation, holders of Class B common stock have no voting rights and the entire voting power is vested in Class A common stock, which has one vote per share. Shares of Class A common stock are fully convertible to shares of Class B common stock on a share-for-share basis upon election by the holder thereof.

Pursuant to the Company’s Amended and Restated Articles of Incorporation, if at any time the number of shares of Class A common stock issued and outstanding was less than 15% of the total number of issued and outstanding shares of both Class A common stock and Class B common stock, all of the rights, preferences, limitations and restrictions relating to Class B common stock shall become the same as the rights, preferences, limitations and restrictions of Class A common stock, without any further action of or by its share owners, and all distinctions between Class A common stock and Class B common stock shall be eliminated so that all shares of Class B common stock are equal to shares of Class A common stock with respect to all matters, including without limitation, dividend payments and voting rights.

On October 30, 2014 holders of a sufficient number of shares of Class A common stock converted such shares into Class B common stock such that the number of outstanding shares of Class A common stock is, after such conversions, less than 15% of the total number of issued and outstanding shares of both Class A common stock and Class B common stock. The elimination of such distinctions, which occurred on October 30, 2014, is referred to as the “stock unification.” As a result of the stock unification, Class A common stock and Class B common stock now vote as a single class (except as otherwise required by applicable law) on all matters submitted to a vote of the Company’s share owners.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Directors or Certain Officers

On October 29, 2014, Mr. Douglas A. Habig and Mr. James C. Thyen retired from the Board of Directors of the Company (the “Board”), and Mr. Habig resigned as Chairman of the Board. In addition, on October 29, 2014, Mr. Donald D. Charron resigned from the Board in order to serve as Chairman of the Board of Directors and Chief Executive Officer of Kimball Electronics, Inc.

On October 31, 2014, Mr. Thyen retired as President, Chief Executive Officer of the Company. On October 31, 2014, Mr. Charron resigned from his position as Executive Vice President of Kimball International, President-Kimball Electronics Group to serve as Chief Executive Officer of Kimball Electronics, Inc. Also on October 31, 2014, Mr. John H. Kahle resigned from his position of Executive Vice President, General Counsel, Secretary of the Company to serve as Vice President, General Counsel and Secretary of Kimball Electronics, Inc.

Election of Directors-Committee Members

The Board has two standing committees, the Audit Committee and the Compensation and Governance Committee. The members of the Board and its committees, upon completion of the Spin-Off, are listed in the table below:



	Audit Committee	Compensation and Governance Committee
Patrick E. Connolly	X
Timothy J. Jahnke		X
Kimberly K. Ryan	X
Robert F. Schneider*
Geoffrey L. Stringer	X (Chair)
Thomas J. Tischhauser		X
Christine M. Vujovich		X (Chair)

*Mr. Schneider serves as Chairman of the Board.

Appointment of Certain Officers

The following promotions were effective November 1, 2014 in conjunction with the completion of the Spin-Off.

Donald W. Van Winkle was promoted to President, Chief Operating Officer of Kimball International, Inc. He previously served as Executive Vice President of Kimball International, and President of the Furniture Group subsidiary. In his expanded role, Mr. Van Winkle will provide strategic guidance for Kimball International along with accountability to improve financial performance of the operations. He joined Kimball in 1991 as a Divisional Controller, advancing through successively more responsible roles and in 1999 became Chief Finance and Administrative Officer for the Furniture Brands Group. He had full operating responsibility of the National Office Furniture subsidiary starting in 2003 and was promoted to President of the Furniture Group subsidiary in 2010. His broad knowledge and expertise across sales, marketing, manufacturing and supply chain disciplines, and multiple administrative functions will serve the Company well in post-spin growth initiatives.

Michelle R. Schroeder was promoted to Vice President and Chief Financial Officer (CFO). She previously served as Vice President and Chief Accounting Officer, a position she assumed in 2009. Ms. Schroeder began her career with Kimball International in 1984, serving in several marketing administrative roles before taking a leave in 1993 to pursue a degree in accounting. She is a licensed Certified Public Accountant (CPA) and Certified Management Accountant (CMA). She returned in 1996 and has advanced through several accounting and finance leadership roles during her career with the Company, and played a lead role in the financial aspects of the Spin-Off. As CFO, Ms. Schroeder assumes responsibility for the accounting, auditing, investor relations, tax and treasury functions, as well as setting financial strategy and policies for the Company.

Darren S. Gress was promoted to Corporate Controller (functioning as Principal Accounting Officer). He previously served as Director of Accounting, a position he held since 1998. Over the course of his career with Kimball International, which began in 1996, he has been extensively involved with a variety of functions including Securities & Exchange Commission filings, international accounting, acquisitions, maintaining of the Company’s accounting policies, and compliance with financial rules and regulations. He has also been responsible for the Company’s incentive compensation and retirement plans, and has been involved with teams throughout the Company to implement financial systems and streamline processes. Mr. Gress holds Certified Public Accountant (CPA) and Certified Management Accountant (CMA) licenses. As Corporate Controller, Mr. Gress will assume responsibility for supervision of all accounting functions.

Compensatory Arrangements of Certain Officers

In conjunction with the completion of the Spin-Off and certain officers ’ resulting new roles with increased responsibility with Kimball International, Inc., the following base salaries were set on November 3, 2014 with an effective date of November 10, 2014. Robert F. Schneider serving as Chief Executive Officer of Kimball International, Inc. will receive an annualized base salary of $550,000. Donald W. Van Winkle serving as President and Chief Operating Officer of Kimball International, Inc. will receive an annualized base salary of $401,804. Michelle R. Schroeder serving as Vice President and Chief Financial Officer will receive an annualized base salary of $320,008.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 28, 2014, the Board amended Article V, Section 1 of its Restated By-Laws, effective on October 31, 2014, to change the number of directors from 11 to 7. Article V, Sections 1 and 2 were also amended to remove references to holders of Class A and Class B stock. A copy of the amended Restated By-Laws is filed herewith as Exhibit 3.1.

Item 8.01 Other Events

On October 31, 2014, the Company issued a press release announcing the completion of the Spin-Off. The Company’s press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:



Exhibit
Number		Description
2.1		Separation and Distribution Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc., dated October 31, 2014 *
3.1		Restated By-Laws of Kimball International, Inc.
10.1		Tax Matters Agreement by and among Kimball International, Inc. and Kimball Electronics, Inc., dated October 31, 2014
10.2		Employee Matters Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc., dated October 31, 2014
10.3		Transition Services Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc., dated October 31, 2014
10.4		Credit Agreement dated as of October 31, 2014 among Kimball International, Inc., the Lenders Party hereto, and JPMorgan Chase Bank, National Association, as Administrative Agent
99.1		Kimball International, Inc. Press Release dated October 31, 2014

* The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	KIMBALL INTERNATIONAL, INC.

By:	/s/ Michelle R. Schroeder
	MICHELLE R. SCHROEDER Vice President, Chief Financial Officer

Date: November 3, 2014

EXHIBIT INDEX



Exhibit
Number		Description
2.1		Separation and Distribution Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc., dated October 31, 2014 *
3.1		Restated By-Laws of Kimball International, Inc.
10.1		Tax Matters Agreement by and among Kimball International, Inc. and Kimball Electronics, Inc., dated October 31, 2014
10.2		Employee Matters Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc., dated October 31, 2014
10.3		Transition Services Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc., dated October 31, 2014
10.4		Credit Agreement dated as of October 31, 2014 among Kimball International, Inc., the Lenders Party hereto, and JPMorgan Chase Bank, National Association, as Administrative Agent
99.1		Kimball International, Inc. Press Release dated October 31, 2014

* The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

Kimball International, Inc.

and

Kimball Electronics, Inc.

Dated as of October 31, 2014

TABLE OF CONTENTS



	Page

ARTICLE I DEFINITIONS AND INTERPRETATION		1

Section 1.1.	General	1
Section 1.2.	References; Interpretation	13

ARTICLE II THE SEPARATION		14

Section 2.1.	General	14
Section 2.2.	Transfer of Assets; Assumption of Liabilities	14
Section 2.3.	Treatment of Shared Contracts	15
Section 2.4.	Intercompany Accounts; Payments and Reimbursements Received After Effective Time.	16
Section 2.5.	Limitation of Liability; Intercompany Contracts	16
Section 2.6.	Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time	17
Section 2.7.	Conveyancing and Assumption Instruments	18
Section 2.8.	Further Assurances; Ancillary Agreements	19
Section 2.9.	Novation of Liabilities; Indemnification	20
Section 2.10.	Guarantees	21
Section 2.11.	Capital Contribution	22
Section 2.12.	Disclaimer of Representations and Warranties	22

ARTICLE III CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTIONS		23

Section 3.1.	Recapitalization; Organizational Documents	23
Section 3.2.	Directors	23
Section 3.3.	Officers	23
Section 3.4.	Resignations and Removals	23

ARTICLE IV THE DISTRIBUTION		24

Section 4.1.	Stock Dividend to Kimball International Share Owners	24
Section 4.2.	Actions in Connection with the Distribution	24
Section 4.3.	Sole Discretion of Kimball International	25
Section 4.4.	Conditions to Distribution	25

ARTICLE V CERTAIN COVENANTS		27

Section 5.1.	No Solicit; No Hire	27
Section 5.2.	Intellectual Property	27

TABLE OF CONTENTS

(continued)



	Page

Section 5.3.	Cooperation	27

ARTICLE VI INDEMNIFICATION		28

Section 6.1.	Release of Pre-Distribution Claims	28
Section 6.2.	Indemnification by Kimball International	29
Section 6.3.	Indemnification by Kimball Electronics	30
Section 6.4.	Reserved	30
Section 6.5.	Procedures for Indemnification	30
Section 6.6.	Cooperation in Defense and Settlement	32
Section 6.7.	Indemnification Payments	33
Section 6.8.	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	33
Section 6.9.	Additional Matters; Survival of Indemnities	33

ARTICLE VII PRESERVATION OF RECORDS; ACCESS TO INFORMATION;
CONFIDENTIALITY; PRIVILEGE		34

Section 7.1.	Preservation of Corporate Records	34
Section 7.2.	Financial Statements and Accounting	34
Section 7.3.	Provision of Corporate Records	36
Section 7.4.	Witness Services	36
Section 7.5.	Reimbursement; Other Matters	37
Section 7.6.	Confidentiality	37
Section 7.7.	Privilege Matters	38
Section 7.8.	Ownership of Information	40
Section 7.9.	Other Agreements	40

ARTICLE VIII DISPUTE RESOLUTION		40

Section 8.1.	Negotiation	40
Section 8.2.	Arbitration	41
Section 8.3.	Arbitration Period	41
Section 8.4.	Treatment of Negotiations and Arbitration	41
Section 8.5.	Expenses	42
Section 8.6.	Continuity of Service and Performance	42

ARTICLE IX INSURANCE		42

TABLE OF CONTENTS

(continued)



	Page

Section 9.1.	Policies and Rights Included Within Assets	42
Section 9.2.	Maintenance of Insurance for Kimball Electronics	42
Section 9.3.	Acquisition, Administration and Maintenance of Post Distribution Insurance by Kimball Electronics	42
Section 9.4.	Rights under Shared Policies	42
Section 9.5.	Post-Effective Time Claims	45
Section 9.6.	Administration; Other Matters	45
Section 9.7.	Agreement for Waiver of Conflict and Shared Defense	46
Section 9.8.	Agreement for Waiver of Conflict and Insurance Litigation and/or Recovery Efforts	46
Section 9.9.	Directors and Officers Liability Insurance	46
Section 9.10.	No Coverage for Post-Effective Occurrences	46
Section 9.11.	Cooperation	46
Section 9.12.	Kimball International as General Agent and Attorney-In-Fact	46
Section 9.13.	Additional Premiums, Return Premiums and Pro Rata Cancellation Premium Credits	46
Section 9.14.	Certain Matters Relating to Kimball International’s Organizational Documents	47

ARTICLE X MISCELLANEOUS		47

Section 10.1.	Complete Agreement; Construction	47
Section 10.2.	Ancillary Agreements	47
Section 10.3.	Execution in Counterparts	47
Section 10.4.	Survival of Agreements	47
Section 10.5.	Expenses	48
Section 10.6.	Notices	48
Section 10.7.	Waivers	48
Section 10.8.	Assignment	48
Section 10.9.	Successors and Assigns	49
Section 10.10.	Termination and Amendment	49
Section 10.11.	Payment Terms	49
Section 10.12.	No Circumvention	49

iii

TABLE OF CONTENTS

(continued)



	Page

Section 10.13.	Subsidiaries	49
Section 10.14.	Third Party Beneficiaries	49
Section 10.15.	Title and Headings	50
Section 10.16.	Exhibits and Schedules	50
Section 10.17.	Governing Law	50
Section 10.18.	Consent to Jurisdiction	50
Section 10.19.	Severability	50
Section 10.20.	Force Majeure	51
Section 10.21.	Interpretation	51
Section 10.22.	No Duplication; No Double Recovery	51
Section 10.23.	Tax Treatment of Payments	51
Section 10.24.	No Waiver	51
Section 10.25.	No Admission of Liability	52



Schedules

Schedule 1.1(12)	Company Policies
Schedule 1.1(15)	Continuing Arrangements
Schedule 1.1(40)(i)	Kimball Electronics Business Units
Schedule 1.1(40)(iii)	Specified Kimball Electronics Assets
Schedule 1.1(40)(iv)	Kimball Electronics Owned Real Property
Schedule 1.1(40)(v)	Kimball Electronics Leased Real Property
Schedule 1.1(40)(ix)	Kimball Electronics Intellectual Property
Schedule 1.1(47)(iv)	Specified Kimball Electronics Liabilities
Schedule 1.1(47)(viii)	Kimball Electronics Discontinued Operations
Schedule 1.1(47)(xi)	Kimball Electronics Litigation and Disputes
Schedule 2.3(a)	Shared Contracts
Schedule 2.10(a)(i)	Certain Kimball International Guarantees
Schedule 2.10(a)(ii)	Certain Kimball Electronics Guarantees
Schedule 9.1(b)	Kimball Electronics Policies

SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT (this “ Agreement ”), dated as of October 31, 2014, is entered into by and between Kimball International, Inc. (“ Kimball International ”), a company organized under the laws of Indiana, and Kimball Electronics, Inc. (“ Kimball Electronics ”), a company organized under the laws of Indiana. As used herein, the term “ Party ” or “ Parties ” means Kimball International or Kimball Electronics, individually or collectively, as the case may be. Capitalized terms used and not otherwise defined herein shall have the meaning set forth in Section 1.1 .

W I T N E S S E T H:

WHEREAS, Kimball International, acting through its direct and indirect Subsidiaries, currently conducts the Retained Business and the Kimball Electronics Business;

WHEREAS, in order to effect such separation, the Board has determined that it is appropriate, desirable and in the best interests of Kimball International and its Share Owners for Kimball International to cause the Distribution Agent to issue pro rata to the Record Holders pursuant to the Distribution, all of the issued and outstanding Kimball Electronics Common Shares (the “ Distribution ”);

WHEREAS, it is the intention of the Parties that the Distribution qualify as tax-free to Kimball International under Section 355(c) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and as tax-free to the Share Owners under Code Section 355(a) except to the extent of cash received in lieu of fractional shares.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1. General . As used in this Agreement, the following terms shall have the following meanings:

(1) “ Action ” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

(2) “ Affiliate ” shall mean, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For the purposes of this definition, “ control ”, when used with respect to any specified Person shall mean the possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that no Party or member of any Group shall be deemed to be an Affiliate of another Party or member of such other Party’s Group by reason of having one or more directors in common or by reason of having been under the common control of Kimball International or Kimball International’s Share Owners prior to or, in the case of Kimball International’s Share Owners, after, the Effective Time.

(3) “ Ancillary Agreements ” shall mean the Conveyancing and Assumption Instruments, the Transition Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, and the Continuing Arrangements.

(4) “ Asset Transferors ” shall mean the entities transferring Assets to Kimball Electronics or Kimball International, as the case may be, or one of their respective Subsidiaries in order to consummate the transactions contemplated hereby.

(5) “ Assets ” shall mean all rights (including Intellectual Property), title and ownership interests in and to all properties, claims, Contracts, businesses, or assets (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected on the books and records or financial statements of any Person. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement and, therefore, Taxes (including any Tax items or attributes) shall not be treated as Assets.

(6) “ Assume ” shall have the meaning set forth in Section 2.2(b) ; and the terms “ Assumed ” and “ Assumption ” shall have their correlative meanings.

(7) “ Business ” shall mean the Retained Business or the Kimball Electronics Business, as applicable.

(8) “ Business Day ” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in New York City.

(9) “ Business Entity ” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.

(10) “ Claims Administration ” shall mean the processing of claims made under the Company Policies, including the reporting of losses or claims to insurance carriers (including as a result of reports provided to Kimball International by Kimball Electronics), management and defense of claims, the settlement of claims and providing for appropriate releases upon settlement of claims.

(11) “ Commission ” shall mean the United States Securities and Exchange Commission.

(12) “ Company Policies ” shall mean all Policies, current or past, which are or at any time were maintained by or on behalf of or for the benefit or protection of Kimball International or any of its predecessors which relate to the Retained Business or the Kimball Electronics Business, or current or past directors, officers, employees or agents of any of the foregoing Businesses, including the Policies identified on Schedule 1.1(12) hereto.

(13) “ Confidential Information ” shall mean all non-public, confidential or proprietary Information concerning a Party, its Group and/or its Subsidiaries or their past, current or future activities, businesses, finances, assets, liabilities or operations, including any such Information that was acquired by any Party after the Effective Time pursuant to Section 2.6(d) , Article VII or otherwise in accordance with this Agreement, or that was provided to a Party by a third party in confidence, except for any Information that is (i) in the public domain or known to the public through no fault of the receiving Party or its Subsidiaries, (ii) lawfully acquired after the Effective Time by such Party or its Subsidiaries from other sources not known to be subject to confidentiality obligations with respect to such Information or (iii) independently developed by the receiving Party after the Effective Time without reference to any Confidential Information. As used herein, by example and without limitation, “ Confidential Information ” shall mean any information of a Party intended or marked as confidential, proprietary and/or privileged, which may include: (a) any and all technical information relating to the design, operation, testing, test results, development, and manufacture of any Party's product (including, but not limited to, product specifications and documentation; engineering, design, and manufacturing drawings, diagrams, and illustrations; assembly code, software, firmware, programming data, pseudocode, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; (b) information, documents and materials relating to the Party’s financial condition, management and other business conditions, prospects, plans, procedures, infrastructure, security, information technology procedures and systems, and other business or operational affairs; (c) any information designated as pertaining to Intellectual Property, a trade secret and/or patentable invention; and (d) any other data or documentation resident, existing or otherwise provided in a database or in a storage medium, permanent or temporary, intended for confidential, proprietary and/or privileged use by a Party.

(14) “ Consents ” shall mean any consents, waivers or approvals from, or notification requirements to, any Person other than a Governmental Entity.

(15) “ Continuing Arrangements ” shall mean those arrangements set forth on Schedule 1.1(15) and such other commercial arrangements among the Parties that are intended to survive and continue following the Effective Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.

(16) “ Contract ” shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(17) “ Conveyancing and Assumption Instruments ” shall mean, collectively, the various Contracts and other documents heretofore entered into and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

(18) “ Disclosure Documents ” shall mean any registration statement (including any registration statement on Form 10) or other document filed with the Commission by or on behalf of any Party or any of its controlled Affiliates, and also includes any information statement, prospectus, offering memorandum, offering circular or similar disclosure document, whether or not filed with

the Commission or any other Governmental Entity, which offers for sale or registers the Transfer or distribution of any security of such Party or any of its controlled Affiliates.

(19) “ Distribution Agent ” shall mean Computershare Trust Company, N.A.

(20) “ Distribution Date ” shall mean the date, as shall be determined by the Board, on which the Distribution occurs.

(21) “ Effective Time ” shall mean 5:00 p.m., New York time, on the Distribution Date.

(22) “ Employee Matters Agreement ” shall mean the Employee Matters Agreement by and between Kimball International and Kimball Electronics.

(23) “ Environmental Laws ” shall mean all Laws relating to pollution, protection of the environment, or protection against harmful or deleterious substances.

(24) “ FIFO Basis ” means, with respect to the payment of Unrelated Claims pursuant to the same Shared Policy, the payment in full of each successful claim (regardless of whether a Kimball International Insured Party or a Kimball Electronics Insured Party is the claimant) in the order in which such successful claim is approved by the insurance carrier, until the limit of the applicable Shared Policy is met.

(25) “ Final Determination ” shall have the meaning set forth in the Tax Matters Agreement.

(26) “ Financing ” shall mean (i) the Credit Agreement, dated as of October 31 ^st , 2014, among Kimball Electronics, Inc., the Lenders Party Hereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

(27) “ Force Majeure ” shall mean, with respect to a Party, an unforeseen and unavoidable major eruptive event beyond the control of such Party (or any Person acting on its behalf), such as acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution facilities.

(28) “ Form 10 ” shall mean the registration statement on Form 10 (Registration No. 001-36454) filed by Kimball Electronics with the Commission under the Securities Exchange Act of 1934, as amended, in connection with the Distribution, including any amendment or supplement thereto.

(29) “ Governmental Approvals ” shall mean any notices or reports to be submitted to, or other registrations or filings to be made with, or any consents, approvals, licenses, permits or authorizations to be obtained from, any Governmental Entity.

(30) “ Governmental Entity ” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

(31) “ Group ” shall mean (i) with respect to Kimball International, the Kimball International Group and (ii) with respect to Kimball Electronics, the Kimball Electronics Group.

(32) “ Indebtedness ” shall mean, with respect to any Person, (i) the principal value, prepayment and redemption premiums and penalties (if any), unpaid fees and other monetary obligations in respect of any indebtedness for borrowed money, whether short term or long term, including all obligations evidenced by bonds, debentures, notes, other debt securities or similar instruments, (ii) any indebtedness arising under any capital leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term, (iii) all liabilities secured by any lien on any assets of such Person, (iv) all liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect such Person against fluctuations in interest rates, (v) all interest bearing indebtedness for the deferred purchase price of property or services, (vi) all liabilities under any letters of credit, performance bonds, bankers acceptances or similar obligations, (vii) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (i) through (vi), and (viii) without duplication, all guarantees of indebtedness referred to in the foregoing clauses (i) through (vii).

(33) “ Indemnifiable Loss ” and “ Indemnifiable Losses ” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, reputational, indirect or punitive damages (other than special, indirect, reputational and/or punitive damages awarded by a court of competent jurisdiction in connection with a Third Party Claim (and in such a case, only to the extent awarded in such Third Party Claim)).

(34) “ Information ” shall mean information, content, and data in written, oral, electronic, computerized, digital or other tangible or intangible media, including (i) books and records, whether accounting, legal or otherwise, ledgers, studies, reports, surveys, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, marketing plans, customer names and information (including prospects), communications, correspondence, materials, product data and literature, artwork, files, documents, policies (including copies of Policies and documentation related thereto), procedures and manuals, research and analyses of any nature, including operational, technical or legal and (ii) financial and business information, including earnings reports and forecasts, macro-economic reports and forecasts, all cost information (including supplier records and lists), sales and pricing data, business plans, market evaluations, surveys and credit-related information.

(35) “ Information Statement ” shall mean the Information Statement attached as an exhibit to the Form 10 to be sent to the Share Owners in connection with the Distribution, including any amendment or supplement thereto.

(36) “ Insurance Proceeds ” shall mean those monies (i) received by an insured from an insurance carrier or (ii) paid by an insurance carrier on behalf of an insured, in either case net of any applicable deductible or retention.

(37) “ Insured Claims ” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Company Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.

(38) “ Intellectual Property ” shall mean all worldwide intellectual property, proprietary and industrial property rights of any kind, including all (i) patents, patent applications, inventions and invention disclosures and utility models, (ii) trademarks, service marks, corporate names, trade names, domain names, logos, slogans, designs, trade dress and other designations of source or origin, together with the goodwill symbolized by any of the foregoing (“ Trademarks ”), (iii) copyrights and copyrightable subject matter, including software, code, algorithms, databases, compilations and documentation, (iv) technology, trade secrets, know-how, processes, formulae, models, methodologies, discoveries, ideas, concepts, techniques, designs, specifications, data including electronic and stored data, drawings, blueprints, diagrams, models and prototypes, (v) moral rights and rights of privacy and publicity, (vi) all registrations, applications, continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, renewals, extensions and foreign counterparts thereof and (vii) all rights and remedies against infringement, misappropriation, or other violation of the foregoing prior to the Effective Time.

(39) “ Kimball Electronics Asset Transferee ” shall mean any Kimball Electronics Business Entity or Kimball Electronics Subsidiary to which Kimball Electronics Assets shall be or have been transferred by an Asset Transferor in order to consummate the transactions contemplated hereby.

(40) “ Kimball Electronics Assets ” shall mean those Assets that are owned, leased or licensed, at or prior to the Effective Time, by Kimball International and/or any of its Subsidiaries, relating primarily to, used primarily in, or arising primarily from, the Kimball Electronics Business, and shall include:

(i) all Assets recorded or reflected on the books and records of the business units set forth on Schedule 1.1(40)(i) (the “ Kimball Electronics Business Units ”);

(ii) any and all Assets reflected on the Kimball Electronics Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for Kimball Electronics or any member of the Kimball Electronics Group subsequent to the date of the Kimball Electronics Balance Sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on the Kimball Electronics Balance Sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of the Kimball Electronics Balance Sheet;

(iii) the Assets set forth on Schedule 1.1(40)(iii) and any and all other Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to or retained by any member of the Kimball Electronics Group (the “ Specified Kimball Electronics Assets ”);

(iv) all rights, title and interest in and to the owned real property set forth on Schedule 1.1(40)(iv) , including all land and land improvements, structures, buildings and building improvements, other improvements and appurtenances located thereon (the “ Kimball Electronics Owned Real Property ”);

(v) all rights, title and interest in, and to and under the leases or subleases of the real property set forth on Schedule 1.1(40)(v) including, to the extent provided for in the Kimball Electronics Leases, any land and land improvements, structures, buildings and building improvements, other improvements and appurtenances (the “ Kimball Electronics Leased Real Property ”);

(vi) to the extent not provided in clauses (iv) and (v) of this definition, all fixtures, machinery, equipment, apparatuses, computer hardware and other electronic data processing and communications equipment, tools, instruments, furniture, office equipment, automobiles, trucks and other transportation equipment, special and general tools and other tangible personal property located at a physical site of which the ownership or leasehold interest remains with or is being Transferred to a member of the Kimball Electronics Group, except as otherwise expressly provided in this Agreement or in the Transition Services Agreement;

(vii) all inventories, including products, goods, materials, parts, raw materials, work-in-process and supplies, relating primarily to, used primarily in, or arising primarily from, the Kimball Electronics Business;

(viii) all Kimball Electronics Contracts and any rights or claims arising thereunder;

(ix) all Intellectual Property used exclusively by, the Kimball Electronics Business, including the registrations and applications set forth on Schedule 1.1(40)(ix) , subject, as applicable, to any License Agreement appurtenances (the “ Kimball Electronics Intellectual Property ”);

(x) all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity and which relate primarily to, are used primarily in, or arise primarily from, the Kimball Electronics Business;

(xi) all Information (including information used in creating the Form 10) relating primarily to, used primarily in, or arising primarily from, the Kimball Electronics Business; provided, however, that to the extent any Information used in the Kimball Electronics Business is (A) commingled with information used in the Retained Business or (B) recorded in the Kimball International Group’s electronic systems, stored in facilities owned or leased by the Kimball International Group or stored in third party storage facilities pursuant to storage arrangements with the Kimball International Group, then (1) the original version of such Information shall be retained by Kimball International and all Parties shall have equal rights to use such information, (2) Kimball Electronics shall have the right to promptly access such Information and make reasonable copies thereof and (3) any such copies shall be included in the Kimball Electronics Assets; provided, further, with respect to clauses (A) and (B) of this Section 1.1(39)(xi) , that to the extent such copies shall not have been made prior to the Effective Time, subject to the reimbursement of the actual out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by the Party retaining the original version of such Information in providing access to such Information and to the other provisions of this Agreement, including Article VII, Kimball Electronics shall have the right to access such Information and make such copies at any time following the Effective Time and such copies shall be included in the Kimball Electronics Assets;

(xii) all deposits, prepaid expenses, letters of credit and performance and surety bonds relating primarily to, used primarily in, or arising primarily from, the Kimball Electronics Business;

(xiii) all bonds, notes, debentures or other debt securities issued by any Person and held by any member of the Kimball Electronics Group, all loans, advances or other extensions of credit or capital contributions to any Person on the books of any member of the Kimball Electronics Group and all other investments in securities of any Person held by any member of the Kimball Electronics Group;

(xiv) subject to Article IX, any rights of any member of the Kimball Electronics Group under any Policies, including any rights thereunder arising after the Effective Time in respect of any Policies that are occurrence policies and all rights in the nature of insurance, indemnification or contribution; provided that ownership of the Company Policies shall remain with the Kimball International Group; and

(xv) any claims, counterclaims, setoffs, rights of recoupment, equity rights or defenses, whether known or unknown, that Kimball International and/or any of its Subsidiaries may have with respect to any Kimball Electronics Assets and Kimball Electronics Liabilities.

Notwithstanding the foregoing, the Kimball Electronics Assets shall not include any Assets that are expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Kimball International Group.

(41) “ Kimball Electronics Balance Sheet ” shall mean the pro forma balance sheet of the Kimball Electronics Group, including the notes thereto, as of June 30, 2014, as filed with the Form 10.

(42) “ Kimball Electronics Business ” shall mean the global contract electronic manufacturing services business segment of Kimball International conducted by the Kimball Electronics Business Units and those Business Entities and businesses acquired or established by or for Kimball Electronics or any of its Subsidiaries after the Effective Time.

(43) “ Kimball Electronics Contracts ” shall mean the following Contracts to which Kimball International or any of its Subsidiaries is a party as of the date hereof or becomes a party prior to the Effective Time or becomes a party after the Effective Time in respect of quotations, proposals and bids that were pending as of the date hereof or by which it or any of its Subsidiaries or any of their respective Assets is bound as of the date hereof or becomes bound prior to the Effective Time, whether or not in writing, except for any such Contract or part thereof (i) that is expressly contemplated not to be Transferred by any member of the Kimball International Group to the Kimball Electronics Group or (ii) that is expressly contemplated to be Transferred to (or remain with) any member of the Kimball International Group pursuant to any provision of this Agreement or any Ancillary Agreement:

(i) any Contract that relates primarily to the Kimball Electronics Business, including any contract providing for the acquisition or disposition of a Kimball Electronics Business Unit or Kimball Electronics Assets;

(ii) any Contract that relates primarily to the Kimball Electronics Business that was awarded after the Effective Date and for which the quotation, proposal, or bid was pending as of the date hereof;

(iii) any Contract that represents or underlies any Kimball Electronics Assets or Kimball Electronics Liabilities; and

(iv) any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.2(b) ) or any of the Ancillary Agreements to be assigned to any member of the Kimball Electronics Group.

(44) “ Kimball Electronics Group ” shall mean Kimball Electronics and each Person that is a direct or indirect Subsidiary of Kimball Electronics immediately after the Effective Time, and each Person that becomes a Subsidiary of Kimball Electronics after the Effective Time, and shall include the Kimball Electronics Business Units.

(45) “ Kimball Electronics Indemnitees ” shall mean each member of the Kimball Electronics Group and each of their respective Affiliates from and after the Effective Time and each member of the Kimball Electronics Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents and each of the heirs, administrators, executors, successors and assigns of any of the foregoing.

(46) “ Kimball Electronics Insured Party ” means any member of the Kimball Electronics Group that is a named insured, additional named insured or insured under any Shared Policy.

(47) “ Kimball Electronics Liabilities ” shall mean any and all Liabilities relating (a) primarily to, arising primarily out of or resulting primarily from, the operation or conduct of the Kimball Electronics Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Kimball Electronics Group); (b) to the operation or conduct of any business conducted by any member of the Kimball Electronics Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Kimball Electronics Group); or (c) to any Kimball Electronics Assets, whether arising prior to, at or after the Effective Time, including:

(i) all Liabilities of the Kimball Electronics Business Units;

(ii) all Liabilities reflected on the Kimball Electronics Balance Sheet or the accounting records supporting such balance sheet and any Liabilities incurred by or for Kimball Electronics or any member of the Kimball Electronics Group subsequent to the date of the Kimball Electronics Balance Sheet which, had they been so incurred on or before such date, would have been reflected on the Kimball Electronics Balance Sheet if prepared on a consistent basis, subject to any discharge of any of such Liabilities subsequent to the date of the Kimball Electronics Balance Sheet;

(iii) any Liabilities to the extent relating to, arising out of or resulting from, the Kimball Electronics Contracts;

(iv) the liabilities set forth on Schedule 1.1(47)(iv) (the “ Specified Kimball Electronics Liabilities ”);

(v) any Liabilities assumed or retained by the Kimball Electronics Group pursuant to this Agreement or the Ancillary Agreements;

(vi) any Liabilities arising prior to, at or after the Effective Time for any infringement by the Kimball Electronics Business of the Intellectual Property of any other Person or breach by the Kimball Electronics Business of any Contract relating to Intellectual Property;

(vii) all Liabilities arising prior to, at or after the Effective Time to the extent resulting from any (A) violation prior to the Effective Time of any Environmental Laws by the Kimball Electronics Group, any Kimball Electronics Discontinued Operation or the conduct of the Kimball Electronics Business, (B) use, treatment, or disposal prior to the Effective Time of Materials of Environmental Concern by or on behalf of the Kimball Electronics Group, any Kimball Electronics Discontinued Operation or in the conduct of the Kimball Electronics Business or (C) presence of Materials of Environmental Concern at, or release of Materials of Environmental Concern from, any Kimball Electronics Assets or any Kimball Electronics Discontinued Operation; provided that Liabilities of the type described in this subsection (vii) relating to real estate that is a Retained Asset pursuant to this Agreement, shall not be Kimball Electronics Liabilities but shall instead be Retained Liabilities;

(viii) any Liabilities relating to, arising out of or resulting from, any operating group, business unit, operation, division, Subsidiary, line of business or investment of Kimball International or any of its Subsidiaries managed or operated at any time prior to the Effective Time by the Kimball Electronics Business or any Kimball Electronics Business Unit and sold, transferred or otherwise discontinued prior to the Effective Time, including the divisions, Subsidiaries, lines of business or investments set forth on Schedule 1.1(47)(viii) (each, a “ Kimball Electronics Discontinued Operation ”);

(ix) for the avoidance of doubt, any Liabilities relating primarily to, arising primarily out of or resulting primarily from, the operation or conduct of the Kimball Electronics Business by any Business Entity that is being retained by Kimball International under this Agreement but has conducted the Kimball Electronics Business at any time prior to the Effective Time;

(x) any Liabilities relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated in the “ Business ” section of the Form 10 or in the “ Business ” section of the Information Statement, or necessary to make the statements therein not misleading, with respect to all information contained in, or incorporated by reference into, the “ Business ” section of the Form 10 and the “ Business ” section of the Information Statement; and

(xi) for the avoidance of doubt, and without limiting any other matters that may constitute Kimball Electronics Liabilities, any Liabilities relating to, arising out of or resulting from the claims, proceedings, litigation and disputes listed on Schedule 1.1(47)(xi) .

Notwithstanding the foregoing, the Kimball Electronics Liabilities shall not include any Liabilities that are expressly (A) contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be Assumed by any member of the Kimball International Group, including any Liabilities specified in the definition of Retained Liabilities or (B) discharged pursuant to Section 2.2(b) of this Agreement.

(48) “ Kimball Electronics Common Shares ” shall mean all shares of Kimball Electronics common stock, having no par value per share.

(49) “ Kimball International Asset Transferee ” shall mean the Retained Business to which Retained Assets shall be or have been transferred by an Asset Transferor in order to consummate the transactions contemplated hereby or by the Plan of Separation.

(50) “ Kimball International Group ” shall mean (i) Kimball International and any businesses that are part of the Retained Assets and (ii) each Business Entity that becomes a Subsidiary of Kimball International after the Effective Time.

(51) “ Kimball International Indemnitees ” shall mean each member of the Kimball International Group and each of their respective Affiliates from and after the Effective Time and each member of the Kimball International Group’s and such Affiliates’ respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

(52) “ Kimball International Insured Party ” means any Kimball International Party that is a named insured, additional named insured or insured under any Shared Policy.

(53) “ Kimball International Common Shares ” shall mean all outstanding shares of Kimball International Class A common stock, par value $0.05 per share, and Class B common stock, par value $0.05 per share.

(54) “ Law ” shall mean any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives of any Governmental Entity.

(55) “ Liabilities ” shall mean any and all Indebtedness, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable, including those arising under any Law, claim, demand, Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement and, therefore, Taxes shall not be treated as Liabilities.

(56) “ Materials of Environmental Concern ” shall mean: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, molds, and radioactivity; any substance classified or regulated as hazardous or toxic (or words of similar meaning); and any other substances regulated pursuant to or that could give rise to liability under any applicable Environmental Law.

(57) “ NASDAQ ” shall mean The NASDAQ Stock Market LLC.

(58) “ Person ” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

(59) “ Policies ” shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including primary, excess and umbrella policies, commercial general liability policies, fiduciary liability, automobile, aircraft, property and casualty,

workers’ compensation and employee dishonesty insurance policies and bonds, together with the rights, benefits and privileges thereunder.

(60) “ Recapitalization ” shall mean a recapitalization of the issued and outstanding Kimball Electronics Common Shares to be effected by, among other things, a forward stock split of Kimball Electronics Common Shares in a split ratio to be (i) consistent with the distribution ratio as disclosed in the Form 10 and (ii) based upon the number of Kimball International Common Shares as of the Record Date.

(61) “ Record Date ” shall mean the date, as shall be determined by Kimball International’s Board, as the record date for determining the Share Owners entitled to receive Kimball Electronics Common Shares in the Distribution.

(62) “ Record Holders ” shall mean Share Owners on the Record Date.

(63) “ Records ” shall mean any Contracts, documents, books, records or files.

(64) “ Related Claims ” means a claim or claims against a Shared Policy made by one or more Kimball Electronics Insured Parties, on the one hand, and one or more Kimball International Insured Parties, on the other hand, filed in connection with Losses suffered by either a Kimball Electronics Insured Party or a Kimball International Insured Party, as the case may be, arising out of the same underlying transaction or series of transactions or event or series of events that have also given rise to Losses suffered by a Kimball International Insured Party or a Kimball Electronics Insured Party, as the case may be, which injuries, losses, liabilities, damages and expenses, are the subject of a claim or claims by such Person against a Shared Policy.

(65) “ Retained Assets ” shall mean any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by Kimball International and/or any of its Subsidiaries, that are not Kimball Electronics Assets.

(66) “ Retained Business ” shall mean (i) those businesses operated by Kimball International before the Effective Time other than the Kimball Electronics Business, and (ii) those business entities or businesses acquired or established by or for Kimball International or any of the Subsidiaries thereof after the Effective Time.

(67) “ Retained Liabilities ” shall mean any and all Liabilities of Kimball International and each of its Subsidiaries that are not Kimball Electronics Liabilities.

(68) “ Security Interest ” shall mean, except pursuant to the Financing, any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(69) “ Share Owners ” shall be a collective reference to the owners of Kimball International’s outstanding Class A common stock and Class B common stock.

(70) “ Subsidiary ” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity.

(71) “ Tax ” shall have the meaning set forth in the Tax Matters Agreement.

(72) “ Tax Contest ” shall have the meaning of the definition of “ Proceeding ” as set forth in the Tax Matters Agreement.

(73) “ Tax Matters Agreement ” shall mean the Tax Matters Agreement by and between Kimball International and Kimball Electronics.

(74) “ Tax Returns ” shall have the meaning set forth in the Tax Matters Agreement.

(75) “ Third Party Agreements ” shall mean any agreements, arrangements, commitments or understandings between or among a Party (or any member of its Group) and any other Persons (other than the Parties or any member of their respective Group) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Kimball Electronics Assets or Kimball Electronics Liabilities, or Retained Assets or Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

(76) “ Transfer ” shall have the meaning set forth in Section 2.2(a)(i) ; and the term “ Transferred ” shall have its correlative meaning.

(77) “ Transition Services Agreement ” shall mean the Transition Services Agreement by and between the parties hereto.

(78) “ Unrelated Claims ” means a claim or claims against a Shared Policy that is not a Related Claim.

(79) “ Voting Stock ” shall mean, as to a particular corporation or other Person, outstanding shares of stock or other equity interests of any class of such Person entitled to vote in the election of directors, or otherwise to participate in the direction of the management and policies, of such Person, excluding shares or equity interests entitled so to vote or participate only upon the happening of some contingency.

Section 1.2. References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1 , for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

ARTICLE II

THE SEPARATION

Section 2.1. General . Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, a portion of which may have already been implemented prior to the date hereof.

Section 2.2. Transfer of Assets; Assumption of Liabilities .

(a) Transfer of Assets . Prior to the Distribution (it being understood that some of such Transfers may occur following the Effective Time in accordance with Section 2.6) , pursuant to the Conveyancing and Assumption Instruments:

(i) Kimball International shall, or shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“ Transfer ”) to (A) the respective Kimball International Asset Transferees, all of the applicable Asset Transferors’ right, title and interest in and to the Retained Assets and (B) Kimball Electronics and/or the respective Kimball Electronics Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest in and to the Kimball Electronics Assets.

(ii) Any costs and expenses incurred after the Effective Time to effect any Transfer contemplated by this Section 2.2(a) (including any transfer effected pursuant to Section 2.6 ) shall be paid by the Parties as set forth in Section 10.5 . Other than costs and expenses incurred in accordance with the foregoing, nothing in this Section 2.2(a) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(a) .

(b) Assumption of Liabilities . Except as otherwise specifically set forth in any Ancillary Agreement or, if applicable, from and after, the Effective Time (i) Kimball International shall, or shall cause a member of the Kimball International Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“ Assume ”), all of the Retained Liabilities and (ii) Kimball Electronics shall, or shall cause a member of the Kimball Electronics Group to, Assume all of the Kimball Electronics Liabilities, in each case, regardless of (A) when or where such Liabilities arose or arise, (B) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (C) where or against whom such Liabilities are asserted or determined or (D) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Kimball International Group or the Kimball Electronics Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(c) Consents . The Parties shall use their commercially reasonable efforts to obtain the Consents required to Transfer any Assets, Contracts, licenses, permits and authorizations issued by any Governmental Entity or parts thereof as contemplated by this Agreement. Notwithstanding anything herein to the contrary, no Contract or other Asset shall be transferred if it would violate applicable Law or, in the case of any Contract, the rights of any third party to such Contract.

Section 2.3. Treatment of Shared Contracts . Without limiting the generality of the obligations set forth in Sections 2.2(a) and (b) :

(a) Unless the Parties otherwise agree or the benefits of any Contract described in this Section are expressly conveyed to the applicable Party pursuant to an Ancillary Agreement, any Contract that is listed on Schedule 2.3(a) , (a “ Shared Contract ”), shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the members of their respective Groups as of the Effective Time shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective Businesses; provided, however, that (x) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled, subject to Section 2.2(c) ), and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, cannot be amended or has not for any other reason been assigned or amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, (I) at the reasonable request of the Party (or the member of such Party’s Group) to which the benefit of such Shared Contract inures in part, the Party for which such Shared Contract is, as applicable, a Retained Asset or Kimball Electronics Asset shall, and shall cause each of its respective Subsidiaries to, for a period ending not later than six (6) months after the Distribution Date (unless the term of Shared Contract ends at a later date, in which case for a period ending on such date), take such other reasonable and permissible actions to cause such member of the Kimball Electronics Group or the Kimball International Group, as the case may be, to receive the benefit of that portion of each Shared Contract that relates to the Kimball Electronics Business or the Retained Business, as the case may be (in each case, to the extent so related) as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.3 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.3 and (II) the Party to which the benefit of such Shared Contract inures in part shall use commercially reasonable efforts to enter into a separate contract pursuant to which it procures such rights and obligations as are necessary such that it no longer needs to avail itself of the arrangements provided pursuant to this Section 2.3(a) ; provided that, the Party for which such Shared Contract is, as applicable, a Retained Asset or Kimball Electronics Asset, such Party, and such Party’s applicable Subsidiaries shall not be liable for any actions or omissions taken in accordance with clause (y) of this Section 2.3(a) .

(b) Each of Kimball International and Kimball Electronics shall, and shall cause the members of its Group to, (A) treat for all Tax purposes the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, and/or Liabilities of, as applicable, such Party as of the Effective Time and (B) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Tax Law or good faith resolution of a Tax Contest relating to Taxes).

Section 2.4. Intercompany Accounts; Payments and Reimbursements Received After Effective Time .

(a) Except as set forth in Section 6.1(b) , all (i) intercompany receivables, payables and loans (other than receivables, payables and loans otherwise specifically provided for under this Agreement, under any Ancillary Agreement or under any Continuing Arrangements, and other than payables created or required hereby or by any Ancillary Agreement or any Continuing Arrangements), if any, and (ii) intercompany balances, including in respect of any cash balances, any cash balances representing deposited checks or drafts or any cash held in any centralized cash management system between any member of the Kimball International Group, on the one hand, and any member of the Kimball Electronics Group, on the other hand, which exist and are reflected in the accounting records of the relevant Parties immediately prior to the Effective Time, shall, under applicable Law or contractual obligations be settled or capitalized, in each case as of the Effective Time, as may be agreed prior to the Effective Time by Kimball International and/or Kimball Electronics, and their respective Subsidiaries, as applicable; provided, however, with respect to current intercompany receivables and payables (but not loans) between any member of the Kimball International Group, on the one hand, and any member of the Kimball Electronics Group, on the other hand (“ Trade Balances ”), for which the Parties do not agree to settle prior to the Effective Time, such Trade Balances shall be settled by the Parties within sixty (60) days after the Effective Time. Each of the Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part to consummate and make effective the transactions contemplated by such agreement or agreements in respect of such settlements or capitalizations.

(b) As between the Parties (and the members of their respective Group) all payments and reimbursements received after the Effective Time by one Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the Party entitled thereto the amount of such payment or reimbursement without right of set-off.

Section 2.5. Limitation of Liability; Intercompany Contracts .

(a) Except in the case of any knowing violation of Law, fraud or misrepresentation, no Party shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

(b) No Party or any Subsidiary thereof shall be liable to the other Party or any Subsidiary of the other Party based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between or among it and the other Party existing at or prior to the Effective Time (other than pursuant to this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third Party Agreements, as set forth in Section 6.1(b) or any other Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby and except as provided in any thereof) and each Party hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it and the other Party effective as of the Effective Time (other than this Agreement, any Ancillary Agreement, any

Continuing Arrangements, any Third Party Agreements, as set forth in Section 6.1(b) or any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby and except as provided in any thereof), provided, however, that with respect to any Contract, arrangement, course of dealing or understanding between or among the Parties or any Subsidiaries thereof discovered after the Effective Time, the Parties agree that such Contract, arrangement, course of dealing or understanding shall nonetheless be deemed terminated as of the Effective Time with the only liability of the Parties in respect thereof to be the obligations incurred between the Parties pursuant to such Contract, arrangement, course of dealing or understanding between the Effective Time and the time of discovery or later termination of any such Contract, arrangement, course of dealing or understanding.

Section 2.6. Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time .

(a) To the extent that any Transfers contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall use commercially reasonable efforts to effect such Transfers as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities to the fullest extent permitted by applicable Law contemplated to be Transferred and Assumed pursuant to this Article II. In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated, from and after the Effective Time (i) the Party retaining such Asset shall thereafter hold such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. To the extent the foregoing applies to any Contracts to be assigned for which any necessary Consents or Governmental Approvals are not received prior to the Effective Time, the treatment of such Contracts shall, for the avoidance of doubt, be subject to Section 2.8 and Section 2.9 , to the extent applicable. In addition, the Party retaining such Asset or Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party Assuming such Liability in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the member or members of the Kimball International Group or the Kimball Electronics Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, subject to Section 2.2(c) and Section 2.9(b) , each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all

of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

(b) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.6(a) , are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected in accordance with and subject to the terms of this Agreement (including Section 2.2 ) and/or the applicable Ancillary Agreement, and shall, to the extent possible without the imposition of any undue cost on any Party, be deemed to be effective as of the Effective Time.

(c) The Party retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.6(a) or otherwise shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party entitled to such Asset or the Person intended to be subject to such Liability, other than reasonable attorneys’ fees and recording or similar or other incidental fees, all of which shall be promptly reimbursed by the Party entitled to such Asset or the Person intended to be subject to such Liability.

(d) After the Effective Time, each Party (or any member of its Group) may receive mail, packages and other communications properly belonging to another Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party is hereby authorized to receive and, if reasonably necessary to identify the proper recipient in accordance with this Section 2.6(d) , open all mail, packages and other communications received by such Party that belongs to such other Party, and to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, packages or other communications (or, in case the same also relates to the business of the receiving Party or another Party, copies thereof) to such other Party as provided for in Section 10.6 . The provisions of this Section 2.6(d) are not intended to, and shall not, be deemed to constitute an authorization by any Party to permit the other to accept service of process on its behalf and no Party is or shall be deemed to be the agent of any other Party for service of process purposes.

(e) With respect to Assets and Liabilities described in Section 2.6(a) , each of Kimball International and Kimball Electronics shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes (A) the deferred Assets as assets having been Transferred to and owned by the Party entitled to such Assets not later than the Effective Time and (B) the deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than the Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to Taxes).

Section 2.7. Conveyancing and Assumption Instruments . In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and

Assumptions to be effected pursuant to Indiana Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

Section 2.8. Further Assurances; Ancillary Agreements .

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, including Section 2.6 , each of the Parties shall cooperate with each other and use (and shall cause its respective Subsidiaries and Affiliates to use) commercially reasonable efforts, at and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, at and after the Effective Time, each Party shall cooperate with the other Parties, and without any further consideration, but at the expense of the requesting Party (except as provided in Sections 2.2(a)(ii) and 2.6(c) ) from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of any other Party (except as provided in Sections 2.2(a)(ii) and 2.6(c) ), take such other actions as may be reasonably necessary to vest in such other Party such title and such rights as possessed by the transferring Party to the Assets allocated to such other Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest.

(c) Without limiting the foregoing, in the event that any Party (or member of such Party’s Group) receives any Assets (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) or is liable for any Liability that is otherwise allocated to any Person that is a member of the other Group pursuant to this Agreement or the Ancillary Agreements, such Party agrees to promptly Transfer, or cause to be Transferred such Asset or Liability to the other Party so entitled thereto (or member of such other Party’s Group as designated by such other Party) at such other Party’s expense. Prior to any such Transfer, such Asset shall be held in accordance with the provisions of Section 2.6 .

(d) At or prior to the Effective Time, each of Kimball International and Kimball Electronics shall enter into, and/or (where applicable) shall cause a member or members of their

respective Group to enter into, the Ancillary Agreements and any other Contracts in respect of the Distributions reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

Section 2.9. Novation of Liabilities; Indemnification .

(a) Each Party, at the request of the other Party, shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts and Liabilities for which a member of such first Party’s Group and a member of such other Party’s Group (such other Party, the “ Other Party ”) are jointly or severally liable and that do not constitute Liabilities of such Other Party hereunder, or, if permitted by applicable Law, to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, Governmental Approval, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).

(b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, Governmental Approval, release, substitution or amendment, the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement (the “ Liable Party ”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Effective Time. For the avoidance of doubt, in furtherance of the foregoing, the Liable Party or a member of such Liable Party’s Group, as agent or subcontractor of the Other Party or a member of such Other Party’s Group, to the extent reasonably necessary to pay, perform and discharge fully any Liabilities, or retain the benefits (including pursuant to Section 2.6 ) associated with such Contract or license, is hereby granted the right to, among other things, (i) prepare, execute and submit invoices under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group), (ii) send correspondence relating to matters under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group), (iii) file Actions in the name of the Other Party (or the applicable member of such Other Party’s Group) in connection with such Contract or license and (iv) otherwise exercise all rights in respect of such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group); provided that (y) such actions shall be taken in the name of the Other Party (or the applicable member of such Other Party’s Group) only to the extent reasonably necessary or advisable in connection with the foregoing and (z) to the extent that there shall be a conflict between the provisions of this Section 2.9(b) and the provisions of any more specific arrangement between a member of such Liable Party’s Group and a member of such Other Party’s Group, such more specific arrangement shall control. The Liable Party shall indemnify each Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the Other Party with respect to any matter to the extent that such Liabilities arise from such Other Party’s willful breach, knowing violation of

Law, fraud, misrepresentation or gross negligence in connection therewith, in which case such Other Party shall be responsible for such Liabilities. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall, to the fullest extent permitted by applicable Law, promptly Transfer or cause the Transfer of all rights, obligations and other Liabilities thereunder of such Other Party or any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities to the fullest extent permitted by applicable Law. Each of the applicable Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 2.9 .

Section 2.10. Guarantees .

(a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, (i) Kimball International shall (with the reasonable cooperation of the applicable member of the Kimball Electronics Group) use its commercially reasonable efforts to have any member of the Kimball Electronics Group removed as guarantor of or obligor for any Retained Liabilities to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i) , to the extent that they relate to Retained Liabilities and (ii) Kimball Electronics shall (with the reasonable cooperation of the applicable member of the Kimball International Group) use commercially reasonable efforts to have any member of the Kimball International Group removed as guarantor of or obligor for any Kimball Electronics Liabilities, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii) , to the extent that they relate to Kimball Electronics Liabilities.

(b) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “ Guaranty Release ”):

(i) of any member of the Kimball International Group, Kimball Electronics shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Kimball Electronics would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and

(ii) of any member of the Kimball Electronics Group, Kimball International shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with

which Kimball International would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(c) If Kimball International or Kimball Electronics is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10 , (i) the relevant member of the Kimball International Group or Kimball Electronics Group, as applicable, that has assumed the underlying Liability with respect to such guaranty shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) each of Kimball International and Kimball Electronics, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party.

Section 2.11. Capital Contribution . From the date of this Agreement until the Distribution, except as otherwise provided in this Section 2.11 , Kimball International will be entitled to use, retain or otherwise dispose of all cash generated by the Kimball Electronics Business and the Kimball Electronics Assets in accordance with the ordinary course operation of Kimball International’s cash management systems. Immediately prior to the Distribution, Kimball International will contribute to Kimball Electronics an amount of cash and cash equivalents so that, as of the Distribution, the members of the Kimball Electronics Group will have, in the aggregate, an amount of cash and cash equivalents equal to at least sixty-three million ($63 million). All cash and cash equivalents held by a member of the Kimball Electronics Group as of the Effective Time will be a Kimball Electronics Asset and all cash and cash equivalents held by any member of the Kimball International Group as of the Effective Time will be a Kimball International Asset.

Section 2.12. Disclaimer of Representations and Warranties . EACH OF KIMBALL INTERNATIONAL (ON BEHALF OF ITSELF AND EACH MEMBER OF THE KIMBALL INTERNATIONAL GROUP) AND KIMBALL ELECTRONICS (ON BEHALF OF ITSELF AND EACH MEMBER OF THE KIMBALL ELECTRONICS GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT,

DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “ AS IS, WHERE IS ” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE III

CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTIONS

Section 3.1. Recapitalization; Organizational Documents . On or prior to the Distribution Date, all necessary actions shall be taken to (i) complete the Recapitalization, and (ii) adopt the form of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws filed by Kimball Electronics with the Commission as exhibits to the Form 10, to be effective as of the Effective Time.

Section 3.2. Directors . On or prior to the Distribution Date, Kimball International shall take all necessary action to cause the Board of Directors of Kimball Electronics to include, at the Effective Time, the individuals identified in the Information Statement as director nominees of Kimball Electronics; provided, however, that to the extent required by an Law or requirement of NASDAQ or any other national securities exchange, as applicable, one independent director will be appointed by the existing board of directors of Kimball Electronics and begin his or her term prior to the Distribution in accordance with such Law or requirement.

Section 3.3. Officers . On or prior to the Distribution Date, Kimball International shall take all necessary action to cause the individuals identified as such in the Information Statement to be officers of Kimball Electronics as of the Effective Time.

Section 3.4. Resignations and Removals .

(a) On or prior to the Distribution Date or as soon thereafter as practicable, (i) Kimball International shall cause all its employees and any employees of its Subsidiaries (excluding any employees of any member of the Kimball Electronics Group) to resign or be removed, effective as of the Effective Time, from all positions as officers or directors of any member of the Kimball Electronics Group in which they serve, and (ii) Kimball Electronics shall cause all its employees and any employees of its Subsidiaries to resign, effective as of the Effective Time, from all positions as officers or directors of any members of the Kimball International Group in which they serve.

(b) No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.

ARTICLE IV

THE DISTRIBUTION

Section 4.1. Stock Dividend to Kimball International Share Owners . On the Distribution Date, Kimball International shall cause the Distribution Agent to distribute all of the outstanding shares of Kimball Electronics Common Shares to Share Owners on the Record Date, and to credit the appropriate number of such shares of Kimball Electronics Common Shares to book entry accounts for each such holder or designated transferee or transferees of such holder of Kimball Electronics Common Shares. Each holder of Kimball International Common Shares on the Record Date (or such holder’s designated transferee or transferees) shall be entitled to receive in the Distribution three shares of Kimball Electronics Common Shares for every four shares of Kimball International Common Shares held by such Share Owner. For the avoidance of doubt, following the Stock Unification (as defined in Section 4.4(i) below) there shall be no distinctions made between shares of Kimball International Class A common stock and Class B common stock and each such share, whether Class A common stock or Class B common stock, shall receive the same amount of Kimball Electronics Common Shares in the Distribution. No action by any such Share Owner shall be necessary for such Share Owner (or such Share Owner’s designated transferee or transferees) to receive in the Distribution the applicable number of shares (and, if applicable, cash in lieu of any fractional shares) of Kimball Electronics Common Shares such Share Owner is entitled.

Section 4.2. Actions in Connection with the Distribution .

(a) Prior to the Distribution Date, Kimball Electronics shall file such amendments and supplements to its Form 10 as Kimball International may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Kimball Electronics shall mail (or deliver by electronic means where not prohibited by Law) to the Share Owners, at such time on or prior to the Distribution Date as Kimball International shall determine, the Information Statement included in its Form 10 (or a notice of internet availability of the Information Statement), as well as any other information concerning Kimball Electronics, its business, operations and management, the transaction contemplated herein and such other matters as Kimball International shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from Kimball International, Kimball Electronics shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Kimball International reasonably determines is necessary or desirable to effectuate the Distribution, and Kimball International and Kimball Electronics shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

(b) Kimball Electronics shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable, an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Kimball Electronics.

(c) To the extent not already approved and effective, Kimball Electronics shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NASDAQ of the Kimball Electronics Common Shares to be distributed in the Distribution, subject to official notice of distribution.

(d) Nothing in this Section 4.2 shall be deemed to shift or otherwise impose Liability for any portion of Kimball Electronics’ Form 10 or Information Statement to Kimball International.

(e) Kimball International Share Owners holding a number of shares of Kimball International Common Shares, on the Record Date, which would entitle such Share Owners to receive less than one whole share of Kimball Electronics Common Shares, will receive cash in lieu of fractional shares. Fractional shares of Kimball Electronics Common Shares will neither be distributed on the Distribution Date nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Record Date (a) determine the number of whole shares and fractional shares of Kimball Electronics Common Shares allocable to each holder of record or beneficial owner of Kimball International Common Shares as of the close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Kimball Electronics Common Shares after making appropriate deductions for any amount required to be withheld for Tax purposes and any brokerage fees incurred in connection with these sales of fractional shares. None of Kimball International, Kimball Electronics or the Distribution Agent will guarantee any minimum sale price for the fractional shares of Kimball Electronics Common Shares. Neither Kimball International nor Kimball Electronics will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent acting on behalf of the applicable Party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold will be Affiliates of Kimball International or Kimball Electronics.

Section 4.3. Sole Discretion of Kimball International . Kimball International, in its sole and absolute discretion, shall determine the Distribution Date, the Effective Time and all other terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Kimball International may, in accordance with Section 10.10 , at any time and from time to time until the completion of the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Without limiting the foregoing, Kimball International shall have the right not to complete the Distribution if, at any time prior to the Effective Time, the Board shall have determined, in its sole discretion, that the Distribution is not in the best interests of Kimball International or its Share Owners, that a sale or other alternative is in the best interests of Kimball International or its Share Owners or that it is not advisable at that time for the Kimball Electronics Business to separate from Kimball International.

Section 4.4. Conditions to Distribution . Subject to Section 4.3 , the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of Kimball International and shall not give rise to or create any duty on the part of Kimball International or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:

(a) The Form 10 and the Information Statement attached thereto shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and a notice of internet availability of the Information Statement, shall have been mailed to the Share Owners;

(b) The Kimball Electronics Common Shares to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of distribution;

(c) Kimball International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Kimball International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Patton Boggs (US) LLP, its tax counsel, in form and substance satisfactory to Kimball International, to the effect that the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Kimball International and to Kimball International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares);

(d) Prior to the Distribution Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Kimball International, with respect to the capital adequacy and solvency of each of Kimball International and Kimball Electronics;

(e) Reserved;

(f) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be pending, threatened, issued or in effect, and no other event shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution;

(g) No other events or developments shall have occurred or failed to occur that, in the judgment of the Board, would result in the Distribution having a material adverse effect on Kimball International or its Share Owners;

(h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution;

(i) A sufficient number of holders of Kimball International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Kimball International issued and outstanding is less than 15% of the aggregate of all shares of Kimball International Common Stock issued and outstanding thereby causing, pursuant to Kimball International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “ Stock Unification ”);

(j) Kimball International shall have taken all necessary action, in the judgment of the Board, to cause Kimball Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Kimball Electronics’ directors;

(k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and

(l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each party.

ARTICLE V

CERTAIN COVENANTS

Section 5.1. No Solicit; No Hire . Neither Kimball International nor Kimball Electronics, or any member of their respective Groups, shall, from the Effective Time through and including two years from the Effective Date, without the prior written consent of the applicable Party, directly or indirectly, recruit, solicit, hire or retain any person who is an employee of the other Party or its Subsidiaries as of the Effective Time or induce, or attempt to induce, any such employee to terminate his or her employment with, or otherwise cease his or her relationship with, the other Party or its Subsidiaries; provided, however, that (i) nothing in this Section 5.1 shall be deemed to prohibit any general solicitation for employment through advertisements and search firms not specifically directed at employees of such other applicable Party or any hiring as a result thereof; provided, that the applicable Party has not encouraged or advised such firm to approach any such employee or Party and (ii) the prohibitions of this Section 5.1 shall not apply with respect to an employee of the other Party or their Subsidiaries six months after the later of (x) the date of termination of his or her employment with the other Party and their Subsidiaries and (y) the last date on which such individual receives severance or other termination payments from the other Party or any of their Subsidiaries. The Parties agree that irreparable damage may occur in the event that the provisions of this Section 5.1 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 5.2. Intellectual Property . Each Party shall not use or exploit the Intellectual Property of the other Party after the Effective Time, except (i) as permitted in the Ancillary Agreements, (ii) as required by applicable Law; (iii) as permitted by the “ fair use ” doctrine or defense, or (iv) for neutral, non-trademark use of the other Parties’ Trademarks to describe the history of each Party’s respective business.

Section 5.3. Cooperation . From and after the Effective Time, each Party shall, and shall cause each of its respective Affiliates and employees to, (i) provide reasonable cooperation and assistance to the other Party (and any member of its respective Group) in connection with the completion of the transactions contemplated herein and in each Ancillary Agreement, (ii) provide knowledge transfer regarding its applicable Business or Kimball International’s historical business, (iii) reasonably assist the other Party in the orderly and efficient transition in becoming an independent company to the extent set forth in the Transition Services Agreement or as otherwise set forth herein (including, but not limited to, complying with Articles VI, VII and IX) and (iv) reasonably assist the other Party to the extent such Party is providing or has provided services, as applicable, pursuant to the Transition Services Agreement, in connection with requests for information from, audits or other examinations of, such other Party by a Governmental Entity; in each case, except as otherwise set forth in this Agreement or may otherwise be agreed to by the Parties in writing, at no additional cost to the Party requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of

overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable.

ARTICLE VI

INDEMNIFICATION

Section 6.1. Release of Pre-Distribution Claims .

(a) Except (i) as provided in Section 6.1(b) , (ii) as may be otherwise expressly provided in this Agreement or in any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to this Article VI, each Party for itself and each member of its respective Group, their respective Affiliates as of the Effective Time and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of their Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge the other Parties and the other members of such other Parties’ Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, agents or employees of any member of such other Parties (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements, and in any event will not, and will cause its respective Subsidiaries not to, bring any Action or claim against any member of the other Groups in respect of any such Liabilities.

(b) Nothing contained in Section 6.1(a) , Section 2.4(a) or Section 2.5(b) shall impair or otherwise affect any right of any Party and, as applicable, a member of such Party’s Group, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or in any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 6.1(a) shall release any person from:

(i) any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement including (A) with respect to Kimball International, any Retained Liabilities and (B) with respect to Kimball Electronics, any Kimball Electronics Liabilities;

(ii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and any other Party or Parties (and/or a member of such Party’s or Parties’ Group), on the other hand;

(iii) any Liability with respect to any Continuing Arrangements; and

(iv) any Liability that the Parties may have with respect to indemnification pursuant to this Agreement or otherwise for claims brought against the Parties by third Persons,

which Liability shall be governed by the provisions of this Agreement and, in particular, this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements.

In addition, nothing contained in Section 6.1(a) shall release Kimball International from indemnifying any director, officer or employee of Kimball Electronics who was a director, officer or employee of Kimball International or any of its Affiliates prior to the Effective Time or the Distribution Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations.

(c) Each Party shall not, and shall not permit any member of its Group to, make any claim, demand or offset, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any other Party or any member of any other Party’s Group, or any other Person released pursuant to Section 6.1(a) , with respect to any Liabilities released pursuant to Section 6.1(a) .

(d) It is the intent of each Party, by virtue of the provisions of this Section 6.1 , to provide, to the fullest extent permitted by applicable Law, for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed at or before the Effective Time, whether known or unknown, between or among any Party (and/or a member of such Party’s Group), on the one hand, and any other Party or Parties (and/or a member of such Party’s or parties’ Group), on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members at or before the Effective Time), except as specifically set forth in Sections 6.1(a) and 6.1(b). At any time, at the reasonable request of any other Party, each Party shall cause each member of its respective Group and, to the extent practicable, each other Person on whose behalf it released Liabilities pursuant to this Section 6.1 to execute and deliver releases, to the fullest extent permitted by applicable Law, reflecting the provisions hereof.

Section 6.2. Indemnification by Kimball International . Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Kimball International shall and shall cause the other members of the Kimball International Group to indemnify, defend and hold harmless the Kimball Electronics Indemnitees from and against any and all Indemnifiable Losses of the Kimball Electronics Indemnitees arising out of, by reason of or otherwise in connection with (a) the Retained Liabilities or alleged Retained Liabilities or (b) any breach by Kimball International of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder. Notwithstanding the foregoing, for purposes of this Section 6.2 , Kimball Electronics shall be deemed to have supplied all Information in connection with the “ Business ” section of the Form 10 and the “ Business ” section of the Information Statement, regardless of which entity actually makes such filing and under no circumstances shall Kimball International have any Liability or be obligated to indemnify any Kimball Electronics Indemnitee with respect thereto pursuant to this Section 6.2 .

Section 6.3. Indemnification by Kimball Electronics . Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Kimball Electronics shall and shall cause the other members of the Kimball Electronics Group to indemnify, defend and hold harmless the Kimball International Indemnitees from and against any and all Indemnifiable Losses of the Kimball International Indemnitees arising out of, by reason of or otherwise in connection with (a) the Kimball Electronics Liabilities or alleged Kimball Electronics Liabilities or (b) any breach by Kimball Electronics of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder. Notwithstanding the foregoing, for purposes of this Section 6.3 , other than in connection with the “ Business ” section of the Form 10 and the “ Business ” section of the Information Statement, Kimball International shall be deemed to have supplied all Information relating to the Kimball Electronics Group included in any filing made with the Commission pursuant to the Securities Act or the Exchange Act prior to the Distribution Date, regardless of which entity actually makes such filing and under no circumstances shall Kimball Electronics have any Liability or be obligated to indemnify any Kimball International Indemnitee with respect thereto pursuant to this Section 6.3 .

Section 6.4. Reserved.

Section 6.5. Procedures for Indemnification .

(a) Direct Claims . Other than with respect to Third Party Claims, which shall be governed by Section 6.5(b) , each Kimball International Indemnitee and Kimball Electronics Indemnitee (each, an “ Indemnitee ”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “ Indemnifying Party ”), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Each such Indemnitee shall provide the applicable Indemnifying Party with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not to unreasonably interfere in any material respect with the normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement.

(b) Third Party Claims . If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a “ Third Party Claim ”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party

from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.

(c) Other than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall be addressed as set forth therein or (ii) indemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) (the defense of which shall be controlled by the beneficiary Party), the Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, if it so chooses, to assume the defense thereof, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnitee, within thirty (30) days of the receipt of an indemnification notice from such Indemnitee; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such Third Party Claim (x) is an allegation of a criminal violation or (y) seeks injunctive relief against the Indemnitee. In connection with the Indemnifying Party’s defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that if the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party.

(d) Notwithstanding any assumption of defense of a Third Party Claim by an Indemnifying Party in accordance with Section 6.4(c) , in the event that in the course of defending such Third Party Claim the Indemnifying Party or another Party shall become aware that the subject matter of such Third Party Claim relates to a Liability of another Party and not to a Liability of such Indemnifying Party, then the Indemnifying Party shall, subject to the prior written consent of the other Party to which such Liability belongs, use commercially reasonable efforts to transfer the defense of such claim to such other Party, and shall thereafter cooperate fully with such other Party in such defense and make available to such other Party, at such Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating to such Third Party Claim as are reasonably required by such other Party.

(e) If an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the thirty (30) day period specified in Section 6.4(c) , such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnitee’s expense, all witnesses, pertinent Information, and material in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(f) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned, except for any such settlement or compromise that contains an unconditional release of the Indemnifying Party from all claims that are subject of such Third Party Claim.

(g) In the case of a Third Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third Party Claim without the prior written consent of the Indemnitee (not to be unreasonably withheld or delayed) if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief, to be entered, directly or indirectly, against any Indemnitee.

(h) Except as otherwise set forth in Sections 5.1 and 7.6 , or as set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the indemnification provisions of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI against any Indemnifying Party. For the avoidance of doubt, all disputes in respect of this Article VI shall be resolved in accordance with Article VIII.

Section 6.6. Cooperation in Defense and Settlement .

(a) With respect to any Third Party Claim that implicates both Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all Parties any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. With respect to any Action by a Governmental Entity against Kimball Electronics relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Effective Time, Kimball International shall have a right to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and shall have a right to consent to any compromise or settlement related thereto, provided that such consent may not be unreasonably withheld.

(b) Each of Kimball International and Kimball Electronics agrees that at all times from and after the Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Section 6.7. Indemnification Payments . Indemnification required by this Article VI shall be made by periodic payments of the amount of Indemnifiable Losses in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss incurred.

Section 6.8. Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a) Any Indemnifiable Loss subject to indemnification pursuant to this Article VI shall be calculated (i) net of insurance proceeds that actually reduce the amount of the Indemnifiable Loss and (ii) net of any proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“ Third Party Proceeds ”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Loss (an “ Indemnity Payment ”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties acknowledge that the indemnification provisions hereof do not relieve any insurer who would otherwise be obligated to pay any claim to pay such claim. In furtherance of the foregoing, the Indemnitee shall use commercially reasonable efforts to seek to collect or recover any Insurance Proceeds and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Indemnitee is entitled in connection with any Indemnifiable Loss for which the Indemnitee seeks indemnification pursuant to this Article VI; provided, that the Indemnitee’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds (despite having used commercially reasonable efforts) shall not limit the Indemnifying Party’s obligations hereunder.

Section 6.9. Additional Matters; Survival of Indemnities .

(a) The indemnity agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder; and (iii) any termination of this Agreement.

(b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to such Assets, businesses or Liabilities.

ARTICLE VII

PRESERVATION OF RECORDS; ACCESS TO INFORMATION;

CONFIDENTIALITY; PRIVILEGE

Section 7.1. Preservation of Corporate Records .

(a) Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing Records or access to Information to another Party under this Article VII shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as may be reasonably incurred in providing such Records or access to Information.

(b) The Parties shall comply with those document retention policies as shall be set forth herein or otherwise established and agreed to in writing by their respective authorized officers at or prior to the Effective Time in respect of Records and related matters.

Section 7.2. Financial Statements and Accounting . Each Party agrees to provide the following assistance and reasonable access to its properties, Records, other Information and personnel set forth in this Section 7.2 , (i) at any time, with the consent of the other applicable Party (not to be unreasonably withheld or delayed) for reasonable business purposes relating to financial reporting and any filing made with the Commission pursuant to the Securities Act or the Exchange Act; (ii) from the Effective Time until the completion of each Party’s audit for the fiscal year ending June 30, 2015, in connection with the preparation and audit of each Party’s financial statements for the fiscal year ended June 30, 2015, the printing, filing and public dissemination of such financial statements and the audit of each Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required; (iii) in the event that either Party changes its independent auditors within two (2) years following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 7.2 for a period of up to one hundred and eighty (180) days from such change; and (iv) to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the Commission. Without limiting the foregoing, each Party agrees as follows:

(a) Financial Statements . Each Party shall provide reasonable access to the other Party on a timely basis to all Information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its quarterly and annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal controls over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, its auditor’s audit of its internal controls over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the Commission’s and the Public Company Accounting Oversight Board’s rules and auditing standards thereunder, if required (such assessments and audit

being referred to as the “ Internal Control Audit and Management Assessments ”). Without limiting the generality of the foregoing, each Party shall provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance, if requested, to each other Party’s auditors with respect to Information to be included or contained in such other Party’s annual financial statements and to permit such other Party’s auditors and management to complete the Internal Control Audit and Management Assessments, for the fiscal year ending June 30, 2015.

(b) Access to Personnel and Records . Except to the extent otherwise contemplated by the Ancillary Agreements, each Party shall authorize its respective auditors to make reasonably available to the other Party’s auditors (the “ Other Party’s Auditors ”) both the personnel who performed or are performing the annual audits of such audited Party (each Party with respect to its own audit, the “ Audited Party ”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access letters that such Audited Party’s auditors may require in connection with the review of such work papers by such Other Party’s Auditors), in all cases within a reasonable time prior to such Audited Party’s auditors’ opinion date, so that the Other Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties and to such Other Party’s Auditors and management its personnel and Records and other Information in a reasonable time prior to the Other Party’s Auditors’ opinion date and other Party’s management’s assessment date so that the Other Party’s Auditors and other Party’s management are able to perform the procedures they reasonably consider necessary to conduct the Internal Control Audit and Management Assessments for the fiscal year ending June 30, 2015.

(c) Annual Reports and Proxy Statements . (i) Each Party shall deliver to the other Party a reasonably complete draft of the first annual report on Form 10-K to be filed with the Commission (or otherwise) that includes its respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended June 30, 2015, on or prior to August 15, 2015, and (ii) Kimball International shall deliver to Kimball Electronics a reasonably complete draft of the first proxy materials to be filed with the Commission after the Effective Date (such annual reports and proxy materials, collectively, the “ Annual Reports ”), on or prior to August 15, 2015; provided, however, that each Party may continue to revise its respective Annual Reports prior to the filing thereof, which changes shall be delivered to the other Party as soon as reasonably practicable; provided, further, that, to the extent Kimball Electronics’ 2015 proxy statement discusses Kimball International compensation programs, Kimball Electronics shall substantially conform its 2015 proxy statement to be filed with the Commission to Kimball International’s proxy statement as last provided to Kimball Electronics at a reasonable time prior to Kimball Electronics’ filing. Each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 or the Form 8-K to be filed by Kimball International

with the Commission on or about the time of the Distribution. If any such differences are notified by any Party, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports.

(d) Nothing in this Article VII shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such Information, such Party shall use commercially reasonable efforts to seek to obtain such third party’s written consent to the disclosure of such Information.

Section 7.3. Provision of Corporate Records . Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article shall govern) or for matters related to provision of records that relate to Taxes (in which event the provisions of the Tax Matters Agreement shall govern), and subject to appropriate restrictions for classified Information, Privileged Information or Confidential Information:

(a) After the Effective Time, upon the prior written request by Kimball Electronics for specific and identified Information which relates to (x) Kimball Electronics or the Kimball Electronics Business, as the case may be, prior to the Effective Time or (y) any Ancillary Agreement to which Kimball International and/or Kimball Electronics are parties, as applicable, Kimball International shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Kimball Electronics has a reasonable need for such originals) in the possession or control of Kimball International or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Kimball Electronics;

(b) After the Effective Time, upon the prior written request by Kimball International for specific and identified Information which relates to (x) Kimball International or the conduct of the Retained Business, as the case may be, prior to the Effective Time or (y) any Ancillary Agreement to which Kimball International and/or Kimball Electronics are parties, as applicable, Kimball Electronics shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Kimball International has a reasonable need for such originals) in the possession or control of Kimball Electronics or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Kimball International; provided that, to the extent any originals are delivered to any requesting Party pursuant to this Agreement or the Ancillary Agreements, such Party shall, at its own expense, return them to the Party having provided such originals within a reasonable time after the need to retain such originals has ceased.

Section 7.4. Witness Services . Except in the event any Parties are opposing one another in an Action, in which case normal discovery rules shall apply, at all times from and after the Effective Time, each of Kimball International and Kimball Electronics shall use its commercially reasonable efforts to make available to the others, upon reasonable written request, its and its Subsidiaries’ former (to the extent practicable), current (to the extent practicable) and future directors, officers, employees, other personnel and agents of such Party as witnesses and any Records or other

Information within its control or which it otherwise has the ability to make available (other than materials covered by any Privilege) to the extent that such Persons (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or Records or other Information may reasonably be required to testify, in the case of Persons, or be provided in the case of Records or Information, in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions between members of each Group). A Party providing a witness to the other Party under this Section shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

Section 7.5. Reimbursement; Other Matters . Except to the extent otherwise contemplated by this Agreement or any Ancillary Agreement, a Party providing Information or access to Information to the other Party under this Article VII shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as may be reasonably incurred in providing such Information or access to such Information.

Section 7.6. Confidentiality .

(a) Notwithstanding any termination of this Agreement, each Party shall hold, and shall cause each of its respective Subsidiaries to hold, and shall cause its and their respective officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or, except as otherwise permitted by this Agreement or any Ancillary Agreement, use, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law), any and all Confidential Information (as defined herein) concerning or belonging to the other Parties; provided, that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a governmental proceeding that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement (including pursuant to Section 2.3 ) or an Ancillary Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract

requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii), (iii), (iv), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information.

(b) Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party and/or members of its Group were part of the Kimball International Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Time, with respect to any confidential and proprietary Information of third parties to which it or any other member of its Group has had access.

(c) The Parties agree that irreparable damage may occur in the event that the provisions of this Section 7.6 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

(d) For the avoidance of doubt, the disclosure and sharing of Privileged Information shall be governed by Section 7.7 and not by this Section 7.6 .

Section 7.7. Privilege Matters .

(a) Pre-Separation Services . The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Kimball International Group and the Kimball Electronics Group, and that each of the members of the Kimball International Group and the Kimball Electronics Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“ Privilege ”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“ Privileged Information ”) which relates to such pre-separation services. For the avoidance of doubt, Privileged Information within the scope of this Section 7.7 includes, but is not

limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

(b) Post-Separation Services . The Parties recognize that legal and other professional services will be provided following the Effective Time to each of Kimball International and Kimball Electronics. The Parties further recognize that certain of such post-separation services will be rendered solely for the benefit of Kimball International or Kimball Electronics, as the case may be, while other such post-separation services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve Kimball International and Kimball Electronics. With respect to such post-separation services and related Privileged Information, the Parties agree as follows:

(i) All Privileged Information relating to any claims, proceedings, litigation, disputes, or other matters which involve Kimball International and Kimball Electronics shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, or other matters at issue; and

(ii) Except as otherwise provided in Section 7.7(b)(i) , Privileged Information relating to post-separation services provided solely to one of Kimball International or Kimball Electronics shall not be deemed shared between the Parties, provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.

(c) The Parties agree as follows regarding all Privileged Information with respect to which the Parties shall have a shared Privilege under Section 7.7(a) or (b) :

(i) Subject to Section 7.7(c)(iii) and (iv) , no Party may waive any Privilege which could be asserted under any applicable Law, and in which the other Party has a shared Privilege, without the consent of the other Party, which shall not be unreasonably withheld or delayed. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within ten (10) days after written notice by the requesting Party to the Party whose consent is sought;

(ii) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a Privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for waiver by the other Party. Each Party specifically agrees that it shall not withhold consent to waive for any purpose except to protect its own legitimate interests;

(iii) If, within ten (10) days of receipt by the requesting Party of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived, and the requesting Party determines that a Privilege should nonetheless be waived to protect or advance its interest, the requesting Party shall provide the objecting Party ten (10) days written notice prior to effecting such waiver. Each Party specifically agrees that failure within ten (10) days of receipt of such notice to commence proceedings in a court of competent jurisdiction to enjoin such disclosure under applicable Law shall be deemed full and effective consent to such disclosure; and

(iv) In the event of any litigation or dispute between the Parties, or any members of their respective Groups, either such Party may waive a Privilege in which the other Party or member of such Group has a shared Privilege, without obtaining the consent of the other Party; provided, that such waiver of a shared Privilege shall be effective only as to the use of Privileged Information with respect to the litigation or dispute between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared Privilege with respect to third parties.

(d) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Kimball International or Kimball Electronics as set forth in Sections 7.6 and this Section 7.7 , to maintain the confidentiality of Privileged Information and to assert and maintain any applicable Privilege. The access to Information being granted pursuant to Sections 6.6, 7.2 and 7.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 6.6 and 7.4 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 6.6 hereof, and the transfer of Privileged Information between the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise.

Section 7.8. Ownership of Information . Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VII shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

Section 7.9. Other Agreements . The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.

ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1. Negotiation . In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or the Ancillary Agreements or otherwise arising out of, or in any way related to, this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, including any claim based on contract, tort, statute or constitution (collectively, “ Agreement Disputes ”), the general counsels of the Parties (or such other individuals designated by the respective general counsels) and/or the executive officers designated by the Parties, shall negotiate for a reasonable period of time to settle such Agreement Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed ninety (90) days (the “ Negotiation Period ”) from the time of receipt by a Party of written notice of such Agreement Dispute (“ Dispute Notice ”); provided, further, that in the event of any arbitration in accordance with Section 8.2 hereof, the Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Agreement Dispute has been resolved.

Section 8.2. Arbitration . Any and all Agreement Disputes that have not been resolved for any reason after the applicable Negotiation Period, shall be determined by arbitration conducted in Jasper, Indiana, before and in accordance with the American Arbitration Association Commercial Arbitration Rules and Procedures then prevailing, except as modified herein (the “ Rules ”). There shall be one arbitrator, which shall be appointed by the Parties in accordance with the Rules. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation, validity or enforceability of this Article VIII shall be determined by the arbitrator. In resolving any Agreement Dispute, the Parties intend that the arbitrator shall apply the substantive Laws of the State of Indiana, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrator shall be final and binding on the Parties. The Parties agree to comply and cause the members of their applicable Group to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any state or federal court of competent jurisdiction within the state of Indiana. The arbitrator shall be entitled, if appropriate, to award any remedy in such proceedings, including monetary damages, specific performance and all other forms of legal and equitable relief; provided, however, the arbitrator shall not be entitled to award special, consequential, reputational, indirect or punitive damages unless in connection with indemnification for a Third Party Claim (and in such a case, only to the extent awarded in such Third Party Claim).

Section 8.3. Arbitration Period . Any arbitration proceeding shall be concluded in a maximum of six (6) months from the appointment of the arbitrator of the arbitration or such other period as the arbitrator together with the Parties involved in such proceeding shall deem reasonable.

Section 8.4. Treatment of Negotiations and Arbitration . Without limiting the provisions of the Rules, unless otherwise agreed in writing by and among the Parties or permitted by this Agreement, the Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to and any negotiation, conference or discussion or otherwise pursuant to this Article VIII, all of which shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules; provided, that such matters may be disclosed (i) to the extent reasonably necessary in any proceeding ancillary to an arbitration hereunder, including to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or the rules of any stock exchange on which a Party’s securities may be listed. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. Nothing contained herein is intended to or shall be construed to prevent a Party from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Agreement Disputes. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of a Party to respect the arbitral tribunal’s orders to that effect.

Section 8.5. Expenses . Except as otherwise provided in this Article VIII, each Party will bear its own costs, expenses and attorneys’ fees in pursuit of any resolution of any Agreement Dispute.

Section 8.6. Continuity of Service and Performance . Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article VIII with respect to all matters not subject to such dispute resolution.

ARTICLE IX

INSURANCE

Section 9.1. Policies and Rights Included Within Assets .

(a) Kimball International or one or more members of the Kimball International Group shall continue to own all Company Policies which were or are in effect at any time at or prior to the Effective Time (other than the Kimball Electronics Policies). Subject to the provisions of this Agreement, (i) the Kimball International Group shall retain all of their respective rights, benefits and privileges, if any, under the Company Policies and (ii) coverage of the Kimball Electronics Group under the Company Policies shall cease as of the Effective Time with respect to all injuries, losses, liabilities, damages and expenses to the extent suffered by one or more members of the Kimball Electronics Group in connection with , relating to, arising out of or due to, directly or indirectly, any event or occurrence at or after the Effective Time. Nothing contained herein shall be construed to be an attempted assignment of or a change to any part of the ownership of the Company Policies or shall be construed to waive any right or remedy of any member of the Kimball International Group in respect thereof. Not provision of this Agreement is intended to relieve any insurer of any Liability under any policy.

(b) Kimball Electronics or one or more members of the Kimball Electronics Group shall own (i) all Policies established in contemplation of the Distribution to cover only the Kimball Electronics Group after the Effective Time and (ii) the Policies listed on Schedule 9.1(b) (collectively, the “ Kimball Electronics Policies ”).

Section 9.2. Maintenance of Insurance for Kimball Electronics . Subject to the other provisions of this Agreement, Kimball International shall use commercially reasonable efforts to maintain in full force and effect the Shared Policies to the extent that such policies apply to the Kimball Electronics Business.

Section 9.3. Acquisition, Administration and Maintenance of Post-Distribution Insurance by Kimball Electronics . Commencing as of the Effective Time, Kimball Electronics shall be responsible for establishing and maintaining a separate insurance program with commercially reasonable limits, deductibles, self-retentions for activities and claims involving any member of the Kimball Electronics Group. Each member of the Kimball Electronics Group, as appropriate, shall be responsible for all administrative and financial matters relating to the Policies established and maintained by the members of the Kimball Electronics Group for claims relating to any period at or after the Effective Time involving any member of the Kimball Electronics Group.

Section 9.4. Rights under Shared Policies .

(a) At and after the Effective Time: (i) subject to the provisions of Section 9.4(d) , (A) Kimball Electronics will have the right to assert and/or continue to prosecute claims for any injuries, losses, liabilities, damages and expenses with respect to the Kimball Electronics Business and the Kimball Electronics Assets under Company Policies that provide coverage for such injuries, losses, liabilities, damages and expenses (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (collectively the “ Kimball Electronics Shared Policies ”) with insurers that are “occurrence-based” insurance policies (“ Occurrence-Based Policies ”) and (B) Kimball International will have the right to assert and/or continue to prosecute claims for any injuries, losses, liabilities, damages and expenses with respect to the Retained Business and the Retained Assets under Company Policies that provide coverage for such injuries, losses, liabilities, damages and expenses (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (collectively with the Kimball Electronics Shared Policies, the “ Shared Policies ”) with insurers that are Occurrence-Based Policies arising out of insured events commencing from the date of coverage thereunder to the extent that the terms and conditions of any such Occurrence-Based Policies and agreements relating thereto so allow; and (ii) subject to the provisions of Section 9.4(d) , (A) Kimball Electronics will have the right to assert and/or continue to prosecute claims for any injuries, losses, liabilities, damages and expenses with respect to the Kimball Electronics Business and the Kimball Electronics Assets under Shared Policies with insurers that are written on a “claims-made” basis (“ Claims-Made Policies ”) and (B) Kimball International will have the right to assert and/or continue to prosecute claims for any injuries, losses, liabilities, damages and expenses with respect to the Retained Business and the Retained Assets under Shared Policies with insurers that are Claims-Made Policies arising out of insured events commencing from the date of coverage thereunder to the extent that the terms and conditions of any such Claims-Made Policies and agreements relating thereto so allow.

(b) For those claims asserted and/or prosecuted by Kimball Electronics or Kimball International, as applicable, under either the Occurrence-Based Policies or the Claims-Made Policies: (i) all of the Kimball International Group’s or the Kimball Electronics Group’s, as applicable, reasonable out of pocket expenses incurred in connection with their efforts to assist the other Party in asserting or continuing to prosecute the claims described in Section 9.4(c) will be promptly paid by Kimball Electronics or Kimball International, as applicable, following receipt of an invoice for such expenses; (ii) such claims shall be subject to any amendments, commutations, terminations, buy-outs, extinguishments and modifications of the Shared Policies subject to Section 9.4(d) ; (iii) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles or self-insured retentions, and, with respect to any such deductibles or self-insured retentions which require a payment by a member of the Kimball International Group or Kimball Electronics Group, as applicable, in respect thereof, Kimball Electronics or Kimball International, as applicable, shall reimburse such member of the Kimball International Group or Kimball Electronics Group, as applicable, for such payment; (iv) Kimball Electronics or Kimball International, as applicable, shall be responsible for and shall pay any reasonable out of pocket expenses for claims handling or residual Liability arising from such claims; and (v) such claims will be subject to exhaustion of existing sublimits and aggregate limits in accordance with Section 9.4(e) .

(c) Kimball International and Kimball Electronics, as applicable, will use commercially reasonable efforts to assist the other Party in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Kimball Electronics or Kimball International,

as applicable, in writing (so long as all of the reasonable out of pocket expenses of the Kimball International Group or the Kimball Electronics Group, as applicable, in connection therewith are promptly paid by Kimball Electronics or Kimball International, as applicable, in accordance with Section 9.4(b) ), but Kimball International or Kimball Electronics, as applicable, will not otherwise be obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Kimball Electronics or Kimball International, as applicable. No member of either the Kimball International Group or the Kimball Electronics Group, as applicable, will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that Claims-Made Policies may not provide coverage to the members of the Kimball Electronics Group or the Kimball International Group, as applicable, for incidents occurring prior to the Effective Time but asserted with the insurance carrier after the Effective Time.

(d) In the event that after the Effective Time either Party proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies under which the other Party has or may in the future have rights to assert claims pursuant to this Article IX in a manner that would reasonably be expected to adversely affect any such rights of any member of the Kimball Electronics Group or the Kimball International Group, as applicable, in any material respect, (i) Kimball International or Kimball Electronics, as applicable, will give the other Party prior notice thereof and consult with such Party with respect to such action, (ii) Kimball International or Kimball Electronics, as applicable, will not take such action without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed, and (iii) Kimball International or Kimball Electronics, as applicable, will pay to the other Party its equitable share (which shall be mutually agreed upon by Kimball International and Kimball Electronics, acting reasonably), if any, of any net proceeds actually received by Kimball International or Kimball Electronics, as applicable, from the insurer under the applicable Shared Policy as a result of such action by Kimball International or Kimball Electronics, as applicable (after deducting such Party’s reasonable out of pocket expenses incurred in connection with such action).

(e) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by Kimball International and Kimball Electronics, the Insurance Proceeds available under such Shared Policy shall be paid to Kimball International and/or Kimball Electronics on a FIFO Basis. In the event that Kimball International and Kimball Electronics file Related Claims under any Shared Policy, each of Kimball International and Kimball Electronics shall receive a pro rata amount of the available Insurance Proceeds, based on the relationship the injury, loss, liability, damage and expense incurred by each such Party bears to the total injury, loss, liability, damage and expense incurred by both such Parties from the occurrence or event underlying the Related Claims.

(f) In no event will any member of the Kimball International Group or the Kimball Electronics Group, as applicable, have any liability or obligation whatsoever to any member of the Kimball Electronics Group or Kimball International Group, as applicable, if any Shared Policy is terminated or otherwise ceases to be in effect for any reason (other than a termination in breach of Section 9.4(d) ), is unavailable or inadequate to cover any Liability of any member of the Kimball Electronics Group or Kimball International Group, as applicable, for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Section 9.5. Post-Effective Time Claims . If, subsequent to the Effective Time, any person shall assert a claim against Kimball Electronics or any of its Subsidiaries (including where Kimball Electronics or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Effective Time in or in connection with the conduct of the Kimball Electronics Business or, to the extent any claim is made against Kimball Electronics or any of its Subsidiaries (including where Kimball Electronics or its Subsidiaries are joint defendants with other persons), the conduct of the Retained Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Policies, Kimball International shall, at the time such claim is asserted, be deemed to designate, without need of further documentation, Kimball Electronics as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to confer, without need of further documentation, but subject to Section 9.12 , upon Kimball Electronics any and all rights of an insured party under such Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 9.5 shall be deemed to constitute (or to reflect) an assignment of the Company Policies, or any of them, to Kimball Electronics.

Section 9.6. Administration; Other Matters .

(a) Administration . Subject to Section 9.12 , from and after the Effective Time, each Party (either by itself or by contracting for the provision of services by independent parties) shall be responsible for Claims Administration under Company Policies with respect to its respective Insured Claims; provided, however, that Kimball Electronics shall provide prompt notice to Kimball International of any claims submitted by it or by its respective Subsidiaries under the Company Policies and of any Insurance Proceeds related thereto. Each Party shall administer and pay any costs relating to its pursuit of and to defending its respective Insured Claims under Company Policies to the extent such defense costs are not covered under such Policies, shall be responsible for any amounts of its respective Insured Claims under Company Policies that fall below applicable deductibles or self-insured retentions, and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Company Policies.

(b) Liability Limitation . Kimball International and Kimball Electronics shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of Kimball International or Kimball Electronics, as the case may be, including coinsurance provisions, deductibles, quota share deductibles, exhaustion of aggregates, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Company Policy limitations or restrictions, any coverage disputes, any failure to timely claim by Kimball International or Kimball Electronics or any defect in such claim or its processing.

(c) Maximization of Insurance Proceeds . Each Party agrees to use commercially reasonable efforts to maximize available coverage under those Company Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim, including, as may be applicable, pursuing recoveries under other insurance policies available to such Party.

Section 9.7. Agreement for Waiver of Conflict and Shared Defense . In the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Section 9.7 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of law or otherwise.

Section 9.8. Agreement for Waiver of Conflict and Insurance Litigation and/or Recovery Efforts . In the event of any Action by any Party (or both of the Parties) to recover or obtain insurance proceeds, or to defend against any Action by an insurance carrier to deny any Policy benefits, both Parties may join in any such Action and be represented by joint counsel and both Parties shall waive any conflict of interest to the extent necessary to conduct any such Action. Nothing in this Section 9.8 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of Law, or otherwise.

Section 9.9. Directors and Officers Liability Insurance . Kimball International agrees that it will either (i) from and after the Distribution Date to the sixth anniversary of the Effective Time, maintain in full force and effect the Company Policies identified as Directors & Officers Liability Insurance on Schedule 1.1(12) on substantially similar terms and conditions as were in effect at the Effective Time or (ii) pay for and cause to be obtained, and to be effective at the Effective Time, one or more prepaid “tail” insurance policies for the persons who, as of the date hereof, are covered by the Company Policies identified as Directors & Officers Liability Insurance on Schedule 1.1(12) , with a claims period of at least six (6) years from the Effective Time with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as such Company Policies, for claims arising from facts or events that occurred at or prior to the Effective Time, covering without limitation the transactions contemplated hereby. The provisions of this Section 9.9 are intended for the benefit of, and shall be enforceable by, each of the persons covered by those Company Policies referenced in the preceding sentence.

Section 9.10. No Coverage for Post-Effective Occurrences . Kimball Electronics, on behalf of itself and its Subsidiaries, acknowledges and agrees that it will have no coverage under the Company Policies for acts or events that occur after the Effective Time.

Section 9.11. Cooperation . The Parties agree to use their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Agreement (including in connection with Policies where Kimball International is an additional named insured).

Section 9.12. Kimball International as General Agent and Attorney-In-Fact . Notwithstanding anything to the contrary contained herein, Kimball International remains the owner and holder of all rights and claims in and to the Company Policies. Should the provisions of Sections 9.1 and 9.5 as they pertain to Kimball Electronics be challenged and/or fail of their purpose, Kimball International shall act as agent and attorney-in-fact for Kimball Electronics and thereby effectuate, on behalf of Kimball Electronics, the provisions of Section 9.5 of this Agreement, provided that Kimball Electronics shall pay Kimball International’s reasonable out of pocket costs relating thereto.

Section 9.13. Additional Premiums, Return Premiums and Pro Rata Cancellation Premium Credits . If additional premiums are payable, or return premiums are receivable, on any Company Policies after the Effective Time as a result of an insurance carrier’s retrospective audit of insured exposure, Kimball International shall be responsible for any such additional premiums, and shall be

entitled to receive any such return premiums. If cancellation premium credits are received after the Effective Time in connection with the cancellation of any Company Policies, Kimball International shall be entitled to receive such cancellation premium credits.

Section 9.14. Certain Matters Relating to Kimball International’s Organizational Documents . For a period of six (6) years from the Distribution Date, the Articles of Incorporation of Kimball International shall contain provisions no less favorable with respect to indemnification than are set forth in the Articles of Incorporation of Kimball International immediately after the Effective Time, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Distribution Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of any member of the Kimball International Group or the Kimball Electronics Group, unless such modification shall be required by Law and then only to the minimum extent required by Law.

ARTICLE X

MISCELLANEOUS

Section 10.1. Complete Agreement; Construction . This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of (a) this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control and (b) this Agreement and any agreement which is not an Ancillary Agreement, this Agreement shall control unless specifically stated otherwise in such agreement. Except as expressly set forth in this Agreement or any Ancillary Agreement: (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Matters Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Matters Agreement shall govern.

Section 10.2. Ancillary Agreements . Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Section 10.3. Execution in Counterparts . This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) will be as effective as delivery of a manually executed counterpart of any such Agreement.

Section 10.4. Survival of Agreements . Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement

and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.5. Expenses . Except as otherwise provided in this Agreement, any Ancillary Agreement, or any other agreement contemplated hereby, or except as otherwise agreed to in writing by the Parties: (a) Kimball International will pay all fees, costs and expenses incurred by Kimball International and Kimball Electronics prior to the Distribution Date in connection with the preparation, execution, and delivery of this Agreement, any Ancillary Agreement, any other agreement contemplated hereby or thereby, the Disclosure Documents, and the consummation of the Distribution and the other transactions contemplated hereby and thereby; and (b) Kimball International and Kimball Electronics will each bear its own costs and expenses incurred after the Distribution Date.

Section 10.6. Notices . All notices and other communications hereunder will be in writing and will be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or electronic transmission, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder will be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

To Kimball International:

Julia E. Heitz Cassidy, General Counsel

Kimball International, Inc.

1600 Royal Street

Jasper, Indiana 47549

Email: julie.heitz@kimball.com

To Kimball Electronics:

John H. Kahle, General Counsel

Kimball Electronics, Inc.

1205 Kimball Boulevard

Jasper, Indiana 47546

Email: john.kahle@kimballelectronics.com

Section 10.7. Waivers . Any consent required or permitted to be given by any Party to the other Parties under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group).

Section 10.8. Assignment . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other Parties (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this

Agreement shall be assignable to (i) an affiliate or (ii) a third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other parties to this Agreement. No assignment permitted by this Section 10.8 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 10.9. Successors and Assigns . The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

Section 10.10. Termination and Amendment . This Agreement (including Article VI hereof) may be terminated, modified or amended and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Kimball International without the approval of Kimball Electronics or the Share Owners of Kimball International. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Effective Time, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Kimball International and Kimball Electronics.

Section 10.11. Payment Terms .

(a) Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by a Party (and/or a member of such Party’s Group), on the one hand, to the other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b) Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to that announced publicly by The Wall Street Journal as its prime rate plus 2.0% (compounded annually).

Section 10.12. No Circumvention . The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to Article VI).

Section 10.13. Subsidiaries . Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 10.14. Third Party Beneficiaries . Except (i) as provided in Article VI relating to Indemnitees and for the release under Section 6.1 of any Person provided therein, (ii) as provided in Section 9.9 relating to the directors, officers, employees, fiduciaries or agents provided therein and (iii) as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit

of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 10.15. Title and Headings . Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.16. Exhibits and Schedules .

(a) The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Kimball International Group or the Kimball Electronics Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Kimball International Group or the Kimball Electronics Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

(b) Subject to the prior written consent of the other Parties (not to be unreasonably withheld or delayed), each Party shall be entitled to update the Schedules from and after the date hereof until the Effective Time.

Section 10.17. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Indiana, without regard to any conflicts of law provision or rule thereof that would result in the application of the Laws of any other jurisdiction.

Section 10.18. Consent to Jurisdiction . Subject to the provisions of Article VIII hereof, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) courts sitting in or having jurisdiction over Jasper, Indiana, or (b) the United States District Court for the Southern District of Indiana (the “ Indiana Courts ”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Article VIII or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Indiana Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the Indiana Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.18 . Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Indiana Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 10.19. Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the

invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 10.20. Force Majeure . No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other applicable Parties of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

Section 10.21. Interpretation . The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 10.22. No Duplication; No Double Recovery . Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 6.2 ; Section 6.3 ; Section 6.4 ; and Section 6.5 ).

Section 10.23. Tax Treatment of Payments . Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 10.11 ) by: (i) Kimball Electronics to Kimball International shall be treated for all Tax purposes as a distribution by Kimball Electronics to Kimball International with respect to the stock of Kimball Electronics occurring immediately before the Distribution; or (ii) Kimball International to Kimball Electronics shall be treated for all Tax purposes as a tax-free contribution by Kimball International to Kimball Electronics with respect to its stock occurring immediately before the Distribution; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority (as defined in the Tax Matters Agreement) asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this Agreement (ignoring any potential inconsistent or adverse Final Determination), such Party shall use its commercially reasonable efforts to contest such challenge. If the receipt or accrual of any payment pursuant to this Agreement (other than payments of interest pursuant to Section 10.11 ) results in taxable income to an Indemnitee, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the Indemnitee shall have realized the same net amount they would have realized had the payment not resulted in taxable income.

Section 10.24. No Waiver . No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder or under the other Ancillary Agreements shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.25. No Admission of Liability . The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between Kimball International and Kimball Electronics and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Kimball International or Kimball Electronics.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.



	KIMBALL INTERNATIONAL, INC.


By:	/s/ James C. Thyen
Name:	JAMES C. THYEN
Title:	Chief Executive Officer and President

	KIMBALL ELECTRONICS, INC.


By:	/s/ Donald D. Charron
Name:	DONALD D. CHARRON
Title:	Chairman and Chief Executive Officer

Exhibit 3.1

RESTATED BY‑LAWS

KIMBALL INTERNATIONAL, INC.

(Reflecting all amendments through October 28, 2014)

ARTICLE I: LOCATION OF OFFICES

Section 1 - Principal Office: The principal office of the corporation shall be at 1600 Royal Street, Jasper, Indiana.

Section 2 - Other Offices: The Corporation may have and maintain such other offices as the Board of Directors may deem expedient.

ARTICLE II: CORPORATE SEAL

Section 1 - The Corporation shall have a corporate seal which shall be as follows: A circular disc, on the outer margin of which shall appear the corporate name and State of Incorporation, with the words "Corporate Seal" through the center, so mounted that it may be used to impress these words in raised letters upon paper.

ARTICLE III: FISCAL YEAR

Section 1 - The fiscal year of the corporation shall begin with the first day of July and terminate on the thirtieth day of June of each year.

ARTICLE IV: STOCKHOLDERS’ MEETINGS

Section 1 - Place of Meetings: All meetings of the stockholders shall be held at the principal office of the corporation except such meetings as the Board of Directors by resolution determine shall be held elsewhere, in which case meetings may be held upon notice as hereinafter provided at such place or places within or without the State of Indiana as said Board of Directors may determine.

Section 2 - Annual Meetings: The annual meeting of the stockholders shall be held on the third Tuesday of October in each year or on such other date as may be fixed by the Board of Directors, provided such annual meeting shall be held in any event within five (5) months after the close of each fiscal year of the corporation. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders shall elect directors in accordance with these By-laws and shall conduct only such other business as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (iii) otherwise

properly brought before the meeting by a stockholder of the corporation who (A) was a stockholder of record at the time of giving the notice provided for in this Section, (B) is entitled to vote at the meeting and (C) complied with the notice procedures set forth in this Section. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation at the principal executive office of the corporation. To be timely, a stockholder's notice shall be delivered not less than 90 days nor more than 110 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder, to be timely, must be so delivered not earlier than the 110th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement (as defined herein) of the date of such meeting is first made.

Such stockholder's notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (A) the name and address of such stockholder, as they appear on the corporation's books, and the name and address of such beneficial owner, (B) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner as of the date such notice is given, and (C) a representation that such stockholder intends to appear in person or by proxy at the meeting to propose such business; (iii) in the event that such business includes a proposal to amend either the Articles of Incorporation or the By-laws of the corporation, the language of the proposed amendment; and (iv) if the stockholder intends to solicit proxies in support of such stockholder's proposal, a representation to that effect. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of his or her intention to present a proposal at an annual meeting and such stockholder's proposal has been included in a proxy statement that has been prepared by management of the corporation to solicit proxies for such annual meeting; provided, however, that if such stockholder does not appear or send a qualified representative to present such proposal at such annual meeting, the corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the corporation. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with this paragraph, and the Chairman of the Board or other person presiding at an annual meeting of stockholders may refuse to permit any business to be brought before an annual meeting without compliance with the foregoing procedures or if the stockholder solicits proxies in support of such stockholder's proposal without such stockholder having made the representation required by clause (iv) of the second preceding sentence.

For the purposes of this paragraph "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition to the provisions of this paragraph, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in these By-laws shall be deemed to affect any rights of the stockholders to request

inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a‑8 under the Exchange Act.

Section 3 - Special Meetings: Special meetings of the stockholders may be called only by the Board of Directors.

Section 4 - Notices: A written or printed notice stating the place, day and hour of either annual or special meetings and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary or by the officers or persons calling the meeting to each holder of the capital stock of the corporation at the time entitled to vote at such address as appears upon the records of the corporation at least ten, but not more than sixty, days before the date of the meeting. Notice of any stockholders' meeting may be waived in writing by any stockholder if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof. Except as required by the Indiana Business Corporation Law, no notice of the holding of an adjourned meeting shall be necessary. Each stockholder who has in the manner above provided waived notice of a stockholders' meeting or who is present in person or represented thereat by a proxy complying with the requirements set forth in Article IV, Section 8, shall be conclusively presumed to have been given due notice of such meeting, except as required by the Indiana Business Corporation Law.

Section 5 - Quorum: At any meeting of stockholders, a majority of the shares of the capital stock outstanding and entitled by the Articles of Incorporation to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business, but less than a majority may convene and adjourn.

Section 6 - Voting: Stockholders entitled to vote by the Articles of Incorporation shall be entitled to vote at all meetings in person or by proxy. At all meetings, each share of stock entitled to vote by the Articles of Incorporation shall be entitled to one vote on all questions, and a majority of the votes of such stock cast at any such meeting shall be sufficient for the adoption or rejection of any question presented (other than the election of the Board of Directors) unless otherwise provided by law or by the Articles of Incorporation of the corporation. The Board of Directors shall be elected by a plurality of the votes properly cast.

For the purpose of determining stockholders entitled to vote at any meeting of the stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other purpose, only those stockholders who are stockholders of record on the record date fixed by the Board of Directors or as provided in Article XI, Section 2 hereof, shall be entitled to vote.

Shares standing in the name of a corporation may be voted by such officers, agent, or proxy as the Board of Directors of such corporation may appoint. Shares held by fiduciaries may be voted by the fiduciaries in such manner as the instrument or order appointing such fiduciaries may direct. In the absence of any such direction or the inability of the fiduciaries to act in accordance therewith, shares held jointly by three (3) or more fiduciaries shall be voted in accordance with the will of the majority and, where the fiduciaries or a majority of them cannot agree or where they are equally divided upon the questions of voting such shares, any Court of general equity jurisdiction may, upon petition filed by any of such fiduciaries or by any party in interest, direct the voting of such shares as it may deem for the best interest of the beneficiaries, and such shares shall be voted in accordance with such direction. Shares that are pledged may, unless otherwise provided in the agreement of pledge, be voted by the stockholder pledging the same until the shares have been transferred to the pledgee on the books of the corporation, and, thereafter, they may be voted by the pledgee.

Section 7 - Voting Lists: The officer or agent having charge of the stock transfer book shall make, at least five (5) business days before each meeting of stockholders, a complete list of the stockholders arranged in alphabetical order with the address and number of shares held by each, which list shall be on file at the principal office of the corporation and subject to inspection by any stockholder. Such list shall be produced and kept open at the time and place of meeting and subject to the inspection of any stockholder during the holding of such meeting. The original stock register or transfer book, or a duplicate thereof kept in the State of Indiana, shall be the only evidence as to who are the stockholders entitled to examine such list or the stock ledger or transfer book or to vote at any meeting of the stockholders.

Section 8 - Proxies: A shareholder may vote his or her shares either in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder (including authorizing the proxy to receive, or to waive, notice of any shareholders’ meetings within the effective period of such proxy) in any manner authorized by the Indiana Business Corporation Law. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes and is effective for eleven (11) months unless a shorter or longer period is expressly provided in the appointment form. The proxy's authority may be limited to a particular meeting or may be general and authorize the proxy to represent the shareholder at any meeting of shareholders held within the time provided in the appointment form. Subject to the Indiana Business Corporation Law and to any express limitation on the proxy's authority appearing on the face of the appointment form, the corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

Section 9 - Written Consent: Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one (1) or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action (facsimile signatures may be accepted), and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this Section 9 is effective when the last shareholder signs the consent, unless the consent specifies a different prior or subsequent effective date, in which case the action is effective on or as of the specified date. Such consent shall have the same effect as a unanimous vote of all shareholders and may be described as such in any document.

Section 10 - Participation by Conference Telephone: Any or all shareholders may participate in any shareholders' meeting by, or through the use of, any means of communication, such as conference telephone, by which all shareholders participating may simultaneously hear each other during the meeting. Any shareholder participating in a meeting by such means is deemed to be present in person for all purposes at the meeting.

ARTICLE V: DIRECTORS

Section 1 - Number: The Board of Directors of this corporation shall consist of seven (7) members to be elected by all holders of Class A Common Stock and Class B Common Stock. Effective as of the election of directors at the annual meeting of stockholders in 2014, the Board of Directors shall be divided into three (3) classes, designated as Class I, Class II, and Class III, respectively, as nearly equal in number as possible. The number of directors elected in each class shall also be as nearly equal in number as possible. No decrease in the number of directors shall shorten the term of any incumbent director.

Section 2 - Term of Office: Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided that (i) each director initially appointed to Class I shall serve for an initial term expiring at the annual meeting of stockholders in 2015, (ii) each director initially appointed to Class II shall serve for an initial term expiring at the annual meeting of stockholders in 2016, and (iii) each director initially appointed to Class III shall serve for an initial term expiring at the annual meeting of stockholders in 2017. The foregoing notwithstanding, each director shall serve until his or her successor shall have been duly elected and qualified, unless such director shall resign, become disqualified, disabled or otherwise be removed.

Section 3 - Election: At each annual election beginning at the annual meeting of stockholders in 2015, the successors to the class of directors whose term then expires shall be elected to the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall designate one or more directorships whose term then expires as directorships of another class in order more nearly to achieve equality in number of directors among the classes. In the event of failure to hold an annual meeting of stockholders or to hold such election thereat, directors may be elected at any special meeting of stockholders called for the purpose of electing directors. At such election, the Chairman of the Board or the Secretary may appoint inspectors or judges who shall report to the meeting upon the validity of all proxies received, count the votes cast and make a report thereof to the stockholders’ meeting, and, in the absence of any such appointments, the Secretary of the corporation shall report to the meeting upon the validity of all proxies received, count the votes cast and make a report thereof at the stockholders’ meeting.

Section 4 - Vacancies: Any vacancy or vacancies in the Board of Directors arising from any reason shall be filled by a majority vote of the remaining members of the Board. The term of a director elected or selected to fill a vacancy shall expire at the end of the term for which such director’s predecessor was elected, or if the vacancy arises because of an increase in the size of the Board of Directors, at the end of the term specified at the time of such director’s election or selection.

Section 5 - Fees: Each director of the corporation shall receive an annual retainer in an amount as fixed and determined from time to time by the Board of Directors and in addition thereto, reimbursement for expenses incurred by each member of the Board in attending each regular, special or adjourned meeting of the Board which has been called, whether or not a quorum is present.

Section 6 - Nominations: Nominations of persons for election as directors may be made by the Board of Directors or by any stockholder who is a stockholder of record at the time of giving the notice of nomination provided for in this Section 6 and who is entitled to vote in the election of directors. Any stockholder of record entitled to vote in the election of directors at a meeting may nominate a person or persons for election as directors only if timely written notice of such stockholder’s intent to make such nomination is given to the Secretary of the corporation in accordance with the procedures for bringing business before an annual meeting set forth in Section 2 of Article IV of these By-laws. To be timely, a stockholder's notice shall be delivered (i) with respect to an election to be held at an annual meeting of stockholders, not less than 90 days nor more than 110 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder, to be timely, must be so delivered not earlier than the 110th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement (as defined in Section 2 of Article IV of these By-laws) is first made of the date of such meeting, and (ii) with respect to an election to be

held at a special meeting of stockholders, not earlier than the 110th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees to be elected at such meeting.

Such stockholder's notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination, of the person or persons to be nominated and of the beneficial owner, if any, on whose behalf the nomination is made; (b) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting in such election and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder, any such beneficial owner, each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors; (e) the consent of each nominee to serve as a director if so elected; and (f) if the stockholder intends to solicit proxies in support of such stockholder’s nominee(s), a representation to that effect. The chairman of any meeting of stockholders to elect directors and the Board of Directors may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure or if the stockholder solicits proxies in support of such stockholder’s nominee(s) without such stockholder having made the representation required by clause (f) of the preceding sentence. In addition to the provisions of this paragraph, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein.

ARTICLE VI: DIRECTORS’ MEETINGS

Section 1 - Regular Meetings: Regular meetings of the Board of Directors shall be held in the months of each year on such day of the month, and at such time of day and place, within or without the State of Indiana, as the Board of Directors may designate or as may be determined by the Chairman of the Board or the Vice Chairman of the Board, provided that each director shall be given at least two (2) days advance notice of the date, time and place of any regular meeting set by any of the foregoing officers.

Section 2 - Special Meetings: Special meetings of the Board of Directors may be held at any time at the principal office of the corporation or elsewhere within or without the State of Indiana, as shall be specified in the notice of such meeting.

The Secretary shall call a special meeting whenever and wherever so requested by the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer or the President, or by three (3) directors.

Section 3 - Organization Meeting: Immediately following the meeting of the stockholders at which the directors are elected, the Board of Directors shall meet and organize, and they may also transact such other business as may be presented.

Section 4 - Notice: No notice shall be required for a regular meeting of the Board of Directors, except as provided in Article VI, Section 1. No notice shall be required for an "organization meeting," if held on the same day as the stockholders' meeting at which the directors were elected. No notice of the

holding of an adjourned meeting shall be necessary. Each director shall be given at least two (2) days advance notice of the date, time and place of each special meeting of the Board of Directors. The notice of a special meeting need not describe the purpose of such meeting. Notice of any meeting may be waived in writing.

Section 5 - Quorum: At all meetings of the Board of Directors, a majority of the whole Board shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, but less than a majority may convene and adjourn.

Section 6 - Voting: All questions coming before any meeting of the Board of Directors for action shall be decided by a majority vote of the directors present at said meeting unless otherwise provided by law, by the Articles of Incorporation or by these By‑laws.

Section 7 - Written Consents: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Electronic signatures [in accordance with the Uniform Electronic Transactions Act (IC 26-2-8)] and facsimile signatures shall have the same validity and effect as original signatures. Action taken under this Section 7 is effective when the last director signs the consent, unless the consent specifies a different prior or subsequent effective date, in which cases the action is effective on or as of the specified date. A consent signed under this Section 7 shall have the same effect as a unanimous vote of all members of the Board of Directors and may be described as such in any document.

Section 8 - Participation by Conference Telephone: Any or all directors may participate in a regular or special meeting by, or through the use of, any means of communication, such as conference telephone, by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by such means shall be deemed to be present in person at the meeting.

ARTICLE VII: EXECUTIVE COMMITTEE

Section 1 - Number, Qualifications, Appointment: The Board of Directors may appoint, by a majority vote of all directors in office, not less than two (2) directors who, together with the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer (if the Chief Executive Officer is also a director) and the President (if the President is also a director), shall constitute the Executive Committee of the corporation. The Chairman of the Board shall serve as chairman of said committee.

Section 2 - Powers and Duties: The Executive Committee shall advise with and aid the officers of the corporation in all matters concerning its interests and the management of its business, and, when the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the powers of the Board of Directors with reference to the conduct of the business of the corporation, except as otherwise provided by the Indiana Business Corporation Law.

Section 3 - Term of Office: The members of the Executive Committee shall hold office from the date of their appointment until the next succeeding organization meeting of the directors, provided that the Board of Directors shall at all times have the power to remove any member of the Executive Committee.

Section 4 - Vacancies: Any vacancy, or vacancies, in the Executive Committee, arising from any cause, shall be filled by a majority vote of the remaining members of the Board until the next annual or special meeting of the shareholders.

Section 5 - Fees: Members of the Executive Committee, as such, shall not receive any stated salary for their services, but expenses, if any, of attendance and a fee in such an amount as may be determined by the Board of Directors from time to time shall be paid for attendance at each such Executive Committee meeting.

Section 6 - Meetings: The Executive Committee shall meet at such times and places as the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer (if the Chief Executive Officer is a member of the Executive Committee) or the President (if the President is a member of the Executive Committee) may designate, provided that at least one day's advance notice of such meeting shall be given to each member of the committee. A majority of the Executive Committee shall constitute a quorum for the transaction of all business. All questions coming before any meeting of the Executive Committee for action shall be decided by a majority vote of the members present at said meeting.

Section 7 - Written Consents: Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if the action is taken by all members of the Executive Committee. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each member (facsimile signatures may be accepted), and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 7 is effective when the last member signs the consent, unless the consent specifies a different prior or subsequent effective date, in which cases the action is effective on or as of the specified date. A consent signed under this Section 7 shall have the same effect as a unanimous vote of all members of the Executive Committee and may be described as such in any document.

Section 8 - Participation by Conference Telephone: Any or all members of the Executive Committee may participate in any meeting of the Executive Committee by, or through the use of, any means of communication, such as conference telephone, by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by such means shall be deemed to be present in person at the meeting.

ARTICLE VIII: AUDIT AND OTHER COMMITTEES

The Board of Directors shall appoint an Audit Committee. The membership requirements, as well as the powers and responsibilities of the Audit Committee shall be set forth in a written charter adopted by the Board of Directors and shall meet all requirements imposed by (a) all applicable federal and state securities laws, rules and regulations and (b) any applicable rule, regulation or listing standard of any national securities exchange or automated inter-dealer quotation system of a national securities association (such as NASDAQ) or any other stock exchange or similar quotation system upon which any security of the Company is listed or reported or otherwise subject thereto.

The Board of Directors may create one (1) or more committees in addition to any Executive and Audit Committees and appoint members of the Board of Directors to serve on them, by resolution of the Board of Directors adopted by a majority of all the Directors in office when the resolution is adopted. The committee may exercise the authority of the Board of Directors to the extent specified in the resolution. Each committee may have one (1) or more members, and all the members of such

committee shall serve at the pleasure of the Board of Directors.

ARTICLE IX: OFFICERS

Section 1 - Titles: The officers of the corporation may consist of a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer, a President, an Assistant to the Chief Executive Officer, a Chief Financial Officer, a Chief Administrative Officer, an Assistant to the President, one or more Chief Operations Officer(s), a Secretary, a Treasurer, a Chief Accounting Officer, one or more Senior Executive Vice Presidents, Executive Vice Presidents or Vice Presidents, and one or more Assistants to the officers of the corporation.

Section 2 - Qualifications of the Chairman of the Board and Vice Chairman of the Board: The Chairman of the Board and the Vice Chairman of the Board shall be chosen from among the members of the Board of Directors.

Section 3 - Election of Officers: The officers elected by the Board of Directors shall be elected annually at the organization meeting of the Board, provided that any officers not so elected at such meeting may be elected subsequently at any regular or special meeting of the Board.

Section 4 - Term of Office: All officers shall serve at the pleasure of the Board and shall hold office from the date of their election until the next succeeding annual organization meeting of the Board of Directors or until their successors are elected and shall qualify.

Section 5 - Vacancies: Any vacancy or vacancies among the officers, arising from any cause, shall be filled by the Board of Directors.

Section 6 - Combining Offices: Any two or more offices may be held by the same person except that the duties of President and Secretary shall not be performed by the same person.

ARTICLE X: POWER AND DUTIES OF DIRECTORS AND OFFICERS

Section 1 - Directors: The business and affairs of the corporation shall be managed by a Board of Directors except where specifically excepted by law and these By‑laws.

Section 2 - Executive Committee: In the interim between meetings of the Board of Directors, the Executive Committee shall have and exercise all the powers and authority of the Board of Directors, except as otherwise provided by the Indiana Business Corporation Law, provided that no action of the committee shall conflict with action had or taken by the Board of Directors.

Section 3 - Officers: The Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer and the President, in addition to the duties hereinafter specified, shall perform all duties incident to the office held by them, as well as such other duties as may be assigned to them from time to time by the Board of Directors, and, in the case of the Vice Chairman of the Board, the Chief Executive Officer and the President, such duties as may be assigned to them from time to time by the Chairman of the Board. Each of the other officers of the corporation shall perform all duties incident to the office held by them, as well as such other duties as may be assigned to them from time to time by the Board of Directors, the Chief Executive Officer or the President.

Section 4 - Chairman of the Board: The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have general control and management of the business of the corporation.

Section 5 - Vice Chairman of the Board: In addition to his or her other duties, in the absence of the Chairman of the Board, the Vice Chairman of the Board shall preside at meetings of the Board of Directors.

Section 6 - Chief Executive Officer: The Chief Executive Officer shall have day‑to‑day control and management of the business and affairs of the corporation subject to the control of the Board of Directors. He or she shall preside at all meetings of shareholders and, in the absence of the Chairman of the Board and the Vice Chairman of the Board, at meetings of the Board of Directors. The Chief Executive Officer shall have specific charge and supervision of all subordinate officers and all employees of the corporation and may delegate or assign to such officers and employees such of his or her duties and responsibilities as he or she may elect which are not specifically prescribed by the By‑laws or resolutions of the Board of Directors.

Section 7 - President: In the absence of the Chairman of the Board, the Vice Chairman of the Board and the Chief Executive Officer, the President shall have the general control and management of the business and affairs of the corporation.

Section 8 - Assistant to the Chief Executive Officer: The Assistant to the Chief Executive Officer shall perform such duties as may be assigned to him or her from time to time by the Chief Executive Officer.

Section 9 - Chief Financial Officer: The Chief Financial Officer shall be responsible for all financial matters of the corporation.

Section 10 - Chief Operations Officer(s): The Chief Operations Officer(s) shall be responsible for all manufacturing and production of the corporation.

Section 11 - Chief Administrative Officer: The Chief Administrative Officer shall be responsible for all administrative functions of the corporation affecting the corporation as a whole.

Section 12 - Assistant to the President: The Assistant to the President shall perform such duties as may be assigned to him or her from time to time by the President.

Section 13 - Vice Presidents: The Senior Executive Vice Presidents, Executive Vice Presidents or other Vice Presidents shall perform such duties as may be respectively assigned to them from time to time by the Board of Directors, the Chief Executive Officer or the President. The Board of Directors or Executive Committee may designate one or more of the Vice Presidents as Senior Executive Vice Presidents or Executive Vice Presidents.

Section 14 - Secretary: Subject to the authority of the Board of Directors, the Chief Executive Officer and the President, the Secretary shall have the custody of the corporate seal and records of the corporation and charge of all the records of the corporation. He or she shall act as Secretary at meetings of the stockholders, directors and the Executive Committee and enter the minutes of such meetings in a book provided for that purpose and shall attend to publishing, giving and serving all official notices of the corporation. He or she shall perform such other duties as may be assigned to him or her.

Section 15 - Assistant Secretaries: In the absence or disability of the Secretary, the Assistant Secretaries shall act with all the powers of the Secretary. They shall perform such other duties as may be assigned to them.

Section 16 - Treasurer: Subject to the authority of the Board of Directors, the Chief Executive Officer and the President, the Treasurer shall have the custody of all negotiable instruments and securities of the corporation and shall have responsibility for all collections and disbursements of corporate funds. He or she may endorse all commercial documents requiring endorsement for or on behalf of the corporation. He or she shall perform such other duties as may be assigned to him or her.

Section 17 - Assistant Treasurers: In the absence or disability of the Treasurer, the Assistant Treasurers shall act with all the powers of the Treasurer. They shall perform such other duties as may be assigned to them.

Section 18 - Chief Accounting Officer: Subject to the authority of the Board of Directors, the Chief Executive Officer and the President, the Chief Accounting Officer shall have general supervision of the accounting of the corporation. He or she shall perform such other duties as may be assigned to him or her.

ARTICLE XI: STOCK

Section 1 - Stock Certificates: Each stockholder shall be entitled to a certificate signed by the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary of the corporation and sealed with the corporate seal of the corporation, certifying to the number of shares owned by him or her in the corporation. Where such certificate is also signed by a transfer agent and a registrar, the signatures of any such Chairman of the Board, President, Vice President, Secretary or Assistant Secretary and the seal of the corporation may be facsimiles. In case any officer or officers who shall have signed or whose facsimile signature shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may, nevertheless, be issued and delivered by the corporation with the same effect as if such officer or officers had not ceased to be such at the date of its issue.

Section 2 - Transfer of Shares: Stock shall be transferable on the stock transfer books of the corporation in person or by an attorney duly authorized and upon surrender and cancellation of the old certificates therefor.

The Board of Directors of the corporation may close its stock transfer books for a period of time up to the maximum period of time permitted by rules and regulations of the Securities and Exchange Commission and the Indiana Business Corporation Law preceding the date of any meeting of stockholders or the date for the payment of any dividend, provided, however, that in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date pursuant to any applicable rules and regulations of the Securities and Exchange Commission (which, as to stockholders' meetings, shall be a date not more than seventy (70) days prior to the meeting), as the record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting, or to receive payment of such dividend, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after such record date fixed as aforesaid. If the stock transfer books are not closed, and no record date is

fixed by the Board of Directors, no shares shall be voted at any meeting which shall have been transferred on the books of the corporation within ten (10) days next preceding the date of such meeting.

Section 3 - Replacing Certificates: In case of the loss or destruction of any certificate of stock and the submission of proper proof thereof by the owner, a new certificate may be issued in lieu thereof under such regulations and restrictions as the Board of Directors may prescribe.

ARTICLE XII: AUTHORIZED SIGNATURES

Section 1 - Negotiable Instruments: The Chief Executive Officer, the President or the Treasurer may authorize the use of facsimile signatures for certain types of accounts maintained by the corporation or with respect to checks or drafts which are less than a designated amount. The Chief Executive Officer, the President or the Treasurer also may authorize employees of particular business units of the corporation to sign or authorize checks, drafts, other negotiable instruments and electronic funds transfers up to a designated dollar amount if the corporation's Audit and Management Group (or any successor to such Group) certifies that such business unit meets such standards regarding internal control as may be specified by the Chief Executive Officer, the President or the Treasurer. Except as so authorized, all checks, drafts, other negotiable instruments and electronic funds transfers shall be made in the name of the corporation and signed or authorized by one officer or employee of the corporation and counter-signed or counter-authorized by a different officer or employee of the corporation. The Chief Executive Officer, the President and the Treasurer each are authorized and empowered to designate in writing both officer and non‑officer employees of the corporation who shall be empowered to sign or counter-sign checks, drafts, and negotiable instruments for and on behalf of the corporation, and any such written designation shall have the same force and binding legal effect on the corporation as a resolution of the Board of Directors so empowering such officer or non‑officer employees. Any such written designation may be revoked at any time by the Chief Executive Officer, the President or the Treasurer, and, in their absence or unavailability, any member of the Executive Committee of the Board of Directors may revoke such written designation.

Section 2 - Contracts and Documents: The Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer or the President may, in the corporation's name, sign all deeds, leases, contracts or similar documents that may be authorized by the Board of Directors unless otherwise directed by the Board of Directors or otherwise provided herein or in the Articles of Incorporation or as otherwise required by law. The Chairman of the Board, the Chief Executive Officer or the President is authorized and empowered to designate in writing both officer and non-officer employees of the corporation who shall be empowered to sign contracts or other documents for and on behalf of the corporation, and any such written designation shall have the same force and binding legal effect on the corporation as a resolution of the Board of Directors so empowering such officer or non-officer employees. Any such written designation may be revoked at any time by the Chairman of the Board, the Chief Executive Officer or the President, and, in their absence or unavailability, any member of the Executive Committee of the Board of Directors may revoke such written designation.

ARTICLE XIII: FIDELITY BONDS

Section 1 - The officers and employees of the corporation shall, in the discretion of the Board of Directors, the Chairman of the Board or the President, give bonds for the faithful discharge of their respective duties, in such form and such amounts as may be directed by the Board of Directors, the Chairman of the Board or the President.

ARTICLE XIV: INDEMNIFICATION

Section 1 - Every person (and the heirs, executors and administrators of such

person) who is or was a director or officer of this corporation or of any subsidiary of this corporation or who, at the request of the Board of Directors of this corporation, served in any position or capacity or on any committee for this corporation or for or in any other corporation, partnership, association, trust, foundation, not‑for‑profit corporation, employee benefit plan or other organization or entity, shall be indemnified by the corporation against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suit or proceeding in which either (i) such person is wholly successful, thereby entitling such person to Mandatory Indemnification, or (ii) such person is not wholly successful but it is nevertheless determined, pursuant to the procedures set forth below in Section 2 of this Article XIV of these By‑laws, that such person acted in good faith and that such person reasonably believed that (a) in the case of conduct in his official capacity, his conduct was in the corporation's best interests, or (b) in all other cases, his conduct was at least not opposed to the best interests of such corporation, entity or organization, and, in addition with respect to any criminal action or proceeding, either had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, thereby entitling such person to Permissive Indemnification. A person shall be considered to have been serving an employee benefit plan at the request of the corporation if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The terms "claim," "action," "suit" or "proceeding" shall mean and include any threatened, pending or completed claim, action, suit or proceeding (whether brought by or in the right of the corporation of any other corporation or otherwise), and all appeals thereof, whether civil, criminal, administrative or investigative, formal or informal, in which any person described in the first sentence of this section may become involved as a party or otherwise:


(a)	by reason of his being or having been a director or officer of the corporation, or of any subsidiary corporation of the corporation, or of any other corporation where he served as such at the request of the corporation, or


(b)	by reason of his acting or having acted in any position or capacity or on any committee for this corporation or any subsidiary corporation of this corporation, or in any position or capacity in or for a partnership, association, trust, foundation, not‑for‑profit corporation, employee benefit plan or other organization or entity where he served as such at the request of the corporation, or


(c)	by reason of any action taken or not taken by him in any such capacity, whether or not he continues in such capacity at the time such liability or expense shall have been incurred.

The terms "liability" and "expenses" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by or on behalf of, a person, and excise taxes assessed with respect to an employee benefit plan, but shall not in any event include any liability or expenses on account of profits realized by him in the purchase or sale of securities of the corporation. The term "wholly successful" shall mean (a) termination of any action, suit or proceeding against the person in question without any finding of liability or guilt against him, (b) the expiration of a reasonable period of time after the making of any claim or threat of an action, suit or proceeding without the institution of the same, without any payment or promise made to induce a settlement, or (c) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any claim, action, suit or proceeding. The termination of any claim, action, suit or proceeding by judgment, order, settlement (whether with or without court approval), or conviction or upon a plea of

guilty or of nolo contendere, or its equivalent, shall not by itself create a presumption that a person did not meet the standards of conduct for Permissive Indemnification. The actions of a person with respect to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974 shall be deemed to have been taken in what the person reasonably believed to be the best interests of the corporation if the person reasonably believed he was acting in conformity with the requirements of such Act or he reasonably believed his actions to be in the interests of the participants in or beneficiaries of the plan.

Section 2 - With regard to Permissive Indemnification, the determination that a person acted in good faith and that such person reasonably believed that (a) in the case of conduct in his official capacity, his conduct was in the corporation's best interests, or (b) in all other cases, his conduct was at least not opposed to the best interests of the corporation, and, in addition, with respect to any criminal action or proceeding, either had reasonable cause to believe that his conduct was lawful or had no reasonable cause to believe that his conduct was unlawful with regard to a specific claim, action, suit or proceeding in or as to which such person is not wholly successful shall be made by or for the Board of Directors of the corporation in the manner hereinafter described. Any requests for such indemnification must first be proposed to the Board of Directors of the corporation, and a motion for such indemnification may be made by any director of the corporation, including a director who is seeking such indemnification for himself. If a quorum of directors eligible to decide the matter exists within the limitations and requirements of I.C. 23‑1‑37‑12 (b)(1), such directors may either (i) decide the question themselves; (ii) refer the matter to Special Legal Counsel for decision pursuant to I.C. 23‑1‑37‑12(b)(3)(A); or (iii) decline to take any action to either decide the question of such indemnification or refer the matter for decision to Special Legal Counsel.

If there does not exist a quorum of directors eligible to decide the matter within the limitations and requirements of I.C. 23‑1‑37‑12(b)(1), a majority of the entire Board of Directors may either (i) refer the matter to a committee of two or more directors who are eligible to vote thereon pursuant to I.C. 23‑1‑37‑12(b)(2) who may either decide the matter themselves or refer the matter to Special Legal Counsel for decision pursuant to I.C. 23‑1‑37‑12(b)(3)(A); (ii) if such a committee cannot be appointed, refer the matter to Special Legal Counsel pursuant to the procedures described in I.C. 23‑1‑37‑12(b)(3)(B); or (iii) decline to take any action to refer the matter of such indemnification to a committee or to Special Legal Counsel. Any decision on the question of entitlement to such Permissive Indemnification by a majority of a quorum of the Board of Directors eligible to vote pursuant to I.C. 23‑1‑37‑12(b)(1); by a special committee of eligible directors pursuant to I.C. 23‑1‑37‑12(b)(2); or by Special Legal Counsel duly appointed pursuant to the provisions of I.C. 23‑1‑37‑12(b)(3), shall be in the sole and absolute discretion of such person or persons who are to make such determination. If it is determined and decided that such Permissive Indemnification should be given in a specific situation, the authorization for such indemnification and a determination of the amount thereof shall be made in accordance with the procedures and requirements of I.C. 23‑1‑37‑12(c). For purposes of this Section 2 Permissive Indemnification shall be deemed to have been denied (i) if a majority of any group of persons who are to decide the question do not vote in favor of the proposed indemnification; (ii) if the Board of Directors or any committee thereof declines to take any permitted action to either decide the question, refer it to a committee, or refer it to Special Legal Counsel; (iii) if no decision is made by the person or persons who were to decide such question within a period of six (6) months after such indemnification was first proposed to the Board of Directors of the corporation; or (iv) to the extent that the dollar amount of any indemnification to be made by the corporation is less than the total dollar amount of indemnification proposed or requested to be made. If proposed Permissive Indemnification is denied, the question may not be reconsidered at any subsequent time by the corporation.

Section 3 - Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the corporation (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless he is entitled to indemnification under this Article of these By‑laws.

Section 4 - The rights of mandatory and Permissive Indemnification provided in this Article of the By‑laws shall be in addition to any rights to which any such person may otherwise be entitled by contract, as matter of law, or pursuant to I.C. 23‑1‑37. Any person claiming the right to indemnification pursuant to any provisions of these By‑laws may at any time apply for indemnification to or seek review of any decision denying indemnification or determining the amount thereof by a court pursuant to I.C. 23‑1‑37‑11. Persons who are not directors or officers of the corporation but who are directors or officers of any subsidiary may be indemnified to the extent authorized at any time or from time to time by the Board of Directors.

Section 5 - Irrespective of the provisions of this Article of the By‑laws, the Board of Directors may, at any time or from time to time, approve indemnification of directors and officers or other persons to the full extent permitted by the provisions of the Indiana Business Corporation Law at the time in effect, whether on account of past or future transactions.

Section 6 - To the extent not inconsistent with Indiana law as in effect from time to time, the Board of Directors may, at any time or from time to time, approve the purchase and maintenance of insurance on behalf of any person described in the first sentence of Section 1 of this Article XIV against any liability asserted against him in his capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him under the provisions of this Article of the By‑laws. In the event that any expense or liability otherwise subject to indemnification hereunder is covered entirely or in part by any insurance, the indemnification provided for by this Article of these By‑laws shall only be available, if at all, as to any uninsured liability or expense or that portion which is in excess of the amount of all available insurance coverage. Under no circumstances shall any insurer or other person making payment under such an insurance policy or contract be subrogated to the rights of any person entitled to indemnification under this Article of these By‑laws.

Section 7 - Any and all references contained in Article XIV of these By‑laws to any provision, section, subsection or portion of the Indiana Code (I.C.) shall mean the Indiana Code as the same existed on December 9, 1986, and no subsequent amendment, repeal, modification, change, or judicial invalidation of any provision of the Indiana Code subsequent to December 9, 1986, shall alter, modify, or otherwise affect these By‑laws, and these By‑laws shall be construed and interpreted under the statutory law of the State of Indiana as it existed as of the date of adoption of these By‑laws.

Section 8 - The indemnification herein required or permitted by these amended indemnification By‑laws shall be a contractual obligation, undertaking and commitment of the corporation as to any person who either continued to serve or commenced to serve, following the date of the adoption of these amended indemnification By‑laws, as a director or officer of this corporation or any subsidiary of this corporation, or in any other position or capacity, at the request of this corporation or any subsidiary corporation, on any committee, partnership, association, trust, foundation, not‑for‑profit corporation, employee benefit plan, or other organization or entity, and no subsequent amendment or repeal of these By‑laws and no judicial decision invalidating the legislation authorizing the indemnification provided for by these By‑laws or invalidating all or any part of these indemnification By‑laws shall in any manner deny, diminish, limit, restrict, or qualify the indemnification herein provided for, for any such person who so continued to serve or commenced to serve with regard to any claim concerning any matter which

occurred, which commenced to occur, or which continued to occur subsequent to the adoption of these amended indemnification By‑laws and prior to any such amendment, repeal, or judicial invalidation.

ARTICLE XV: REGULATION OF SHAREHOLDERS

Section 1 - Election to be governed by Control Share Acquisitions Statute. Effective as of January 31, 2006, the corporation shall be governed by the provisions of Chapter 42 of the Indiana Business Corporation Law, as amended. In addition, any or all control shares acquired in a control share acquisition shall be subject to redemption by the corporation if either:


(a)	no acquiring person statement has been filed with the corporation with respect to such control share acquisition in accordance with I.C. (Indiana Code) 23‑1‑42‑6, or


(b)	the control shares are not accorded full voting rights by the corporation's shareholders as provided in I.C. 23‑1‑42‑9.

A redemption pursuant to Section 1(a) above may be made at any time during the period ending 60 days after the last acquisition of control shares by the acquiring person. A redemption pursuant to Section 1(b) above may be made at any time during the period ending two years after the shareholder vote with respect to the granting of voting rights to such control shares. Any redemption pursuant to this Section 1 shall be made at the fair value of the control shares and pursuant to such procedures for such redemption as may be set forth in these By-laws or adopted by resolution of the Board of Directors.

As used in this Section 1, the terms "control shares," "control share acquisition," "acquiring person statement" and "acquiring person" shall have the meanings ascribed to such terms in I.C. 23‑1‑42.

Section 2 - Election to be governed by Business Combinations Statute. Effective as of January 31, 2006, the corporation shall be governed by the provisions of Chapter 43 of the Indiana Business Corporation Law, as amended, and its prior election not to be so governed is rescinded in accordance with I.C. 23‑1‑43‑22(2).

ARTICLE XVI: MISCELLANEOUS

Section 1 - Depositories: The funds of the corporation shall be deposited in the name of the corporation with such depositories as may be designated by the Board of Directors, the Chief Executive Officer, the President or the Treasurer.

ARTICLE XVII: AMENDMENTS

Section 1 - These By‑laws may be altered, amended or repealed by a majority vote of the whole Board of Directors at any meeting, the notice of which includes notice of the proposed alteration, amendment or repeal.

Exhibit 10.1

TAX MATTERS AGREEMENT

by and among

KIMBALL INTERNATIONAL, INC.

and

KIMBALL ELECTRONICS, INC.

Dated as of October 31, 2014

TABLE OF CONTENTS



	Page

ARTICLE I DEFINITIONS AND INTERPRETATION		2

SECTION 1.1.	General	2
SECTION 1.2.	References; Interpretation	7
SECTION 1.3.	Effective Time	7

ARTICLE II PREPARATION AND FILING OF TAX RETURNS		8

SECTION 2.1.	Kimball International’s Responsibility for the Preparation and Filing of Tax Returns	8
SECTION 2.2.	Kimball Electronic’s Responsibility for the Preparation and Filing of Tax Returns	8
SECTION 2.3.	Manner of Preparation	8
SECTION 2.4.	Costs and Expenses of Preparation	9
SECTION 2.5.	Carrybacks	10
SECTION 2.6.	Retention of Records; Access	10
SECTION 2.7.	Confidentiality; Ownership of Information; Privileged Information	10

ARTICLE III ALLOCATION OF TAX LIABILITIES		11

SECTION 3.1.	Payment of Taxes	11
SECTION 3.2.	Indemnity	11
SECTION 3.3.	Refunds	12
SECTION 3.4.	Treatment of Payments; After Tax Basis	12

ARTICLE IV DISTRIBUTION AND RELATED TAX MATTERS		13

SECTION 4.1.	Compliance with the Tax Opinion	13
SECTION 4.2.	Limitation On Proposed Acquisition Transactions and other Transactions During Restricted Period	13
SECTION 4.3.	Indemnification for Distribution Taxes	15
SECTION 4.4.	Procedural Matters	15
SECTION 4.5.	Protective Section 336(e) Election	17

ARTICLE V DISPUTE RESOLUTION		17

SECTION 5.1.	Negotiation	17
SECTION 5.2.	Mediation	17
SECTION 5.3.	Arbitration	18
SECTION 5.4.	Arbitration with Respect to Monetary Damages	18
SECTION 5.5.	Arbitration Period	19

TABLE OF CONTENTS

(continued)



	Page

SECTION 5.6.	Treatment of Negotiations, Mediation, and Arbitration	19
SECTION 5.7.	Continuity of Service and Performance	19
SECTION 5.8.	Costs	19
SECTION 5.9.	Consolidation	19

ARTICLE VI MISCELLANEOUS		19

SECTION 6.1.	Notices	19
SECTION 6.2.	Amendment and Waiver	20
SECTION 6.3.	Entire Agreement	20
SECTION 6.4.	Assignment; Successors and Assigns	20
SECTION 6.5.	Severability	20
SECTION 6.6.	Governing Law; Jurisdiction	20
SECTION 6.7.	Waiver of Jury Trial	21
SECTION 6.8.	Counterparts	21
SECTION 6.9.	Third Party Beneficiaries	21
SECTION 6.10.	Force Majeure	21
SECTION 6.11.	Double Recovery	21
SECTION 6.12.	Title and Headings	21
SECTION 6.13.	Construction	22

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “ Agreement ”) is made and entered into as of the 31st day of October, 2014, by and among Kimball International, Inc., an Indiana corporation (“ Kimball International ”) and Kimball Electronics, Inc., an Indiana corporation (“ Kimball Electronics ”). Each of Kimball International and Kimball Electronics is sometimes referred to herein as a “ Party ” and collectively, as the “ Parties ”.

WHEREAS, Kimball International, acting through its direct and indirect Subsidiaries, currently conducts a number of businesses, including (i) the Retained Business; and (ii) the Kimball Electronics Business;

WHEREAS, the Board of Directors of Kimball International (the “ Board ”) has determined that it is appropriate, desirable and in the best interests of Kimball International and its Share Owners to separate Kimball International into two separate, publicly traded companies, one for each of (i) the Retained Business, which shall continue to be conducted by Kimball International; and (ii) Kimball Electronics Business, which shall be owned and conducted, directly or indirectly, by Kimball Electronics (the “ Separation ”) in the manner contemplated by the Separation and Distribution Agreement by and among Kimball International and Kimball Electronics, dated as of October 31, 2014 (as the same may be amended, restated or otherwise modified from time to time in accordance with its terms, the “ Separation and Distribution Agreement ”);

WHEREAS, in order to effectuate the Separation, the Board has determined that it is appropriate, desirable and in the best interests of Kimball International and its Share Owners for Kimball International to cause the Distribution Agent to issue pro rata to the Record Holders pursuant to the Distribution Ratio, all of the issued and outstanding Kimball Electronics Common Shares (the “ Distribution ”);

WHEREAS, it is the intention of the Parties that the Distribution pursuant to the Separation and Distribution Agreement qualify as tax-free to Kimball International under Code Section 355(c) and as tax-free to the Share Owners under Code Section 355(a);

WHEREAS, as of the date hereof, Kimball International is the common parent of an affiliated group of domestic corporations within the meaning of Code Section 1504(a) that has been filing Consolidated Tax Returns;

WHEREAS, as a result of the Distribution, the Parties desire to enter into this Tax Matters Agreement to provide for certain Tax matters, including the assignment of responsibility for the preparation and filing of Tax Returns, the payment of and indemnification for Taxes (including Taxes with respect to the Distribution and related transactions as contemplated in the Separation and Distribution Agreement and the other Ancillary Agreements), entitlement to refunds of Taxes, and the prosecution and defense of any Tax controversies; and

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. General . Capitalized terms used in this Agreement and not defined herein shall have the meanings that such terms have in the Distribution Agreement. As used in this Agreement, the following terms shall have the following meanings:

“ AAA ” has the meaning given to such term in Section 5.2 .

“ Active Business ” means the active business relied on by Kimball International or Kimball Electronics, as the case may be, to satisfy the active trade or business requirement of Section 355(b).

“ Ancillary Agreements ” has the meaning set forth in the Separation and Distribution Agreement.

“ Affiliate ” has the meaning set forth in the Separation and Distribution Agreement.

“ Agreement ” means this Tax Matters Agreement.

“ Board ” has the meaning given to such term in the recitals hereof.

“ Breaching Party ” is defined in Section 4.3 .

“ Business Day ” or “ Business Days ” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by law to be closed in New York City or Indiana.

“ Closing of the Books Method ” means the apportionment of items between portions of a taxable period based on a closing of the books and records on the Distribution Date (as if the Distribution Date was the last day of the taxable period).

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Combined Return ” is defined in Section 2.3(b) .

“ Consolidated Tax Return ” means any Income Tax Return filed pursuant to Section 1502 of the Code, or any comparable combined, consolidated, or unitary group Income Tax Return filed under state or local Tax law.

“ Correlative Detriment ” means an increase in a Tax payment obligation by a Party (or its Subsidiaries) or a reduction in a Tax benefit of a Party (or its Subsidiaries) that occurs as a direct result of the Tax position that is the basis for a Refund to which the other Party is entitled pursuant to Section 3.3 ; provided, however that the inclusion of the Refund into the taxable income of the Party shall not be considered a Correlative Detriment (i.e. such inclusion is already taken into account given the definition of Refund).

“ Dispute ” has the meaning given to such term in Section 5.1 .

“ Dispute Notice ” has the meaning given to such term in Section 5.1 .

“ Distribution ” has the meaning given to such term in the recitals hereof.

“ Distribution Agent ” has the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Ratio ” has the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Taxes ” means any Taxes described in Section 3.1(c) .

“ Effective Time ” has the meaning set forth in the Separation and Distribution Agreement.

“ Final Determination ” means the final resolution of liability for any Tax for any taxable period, including any related interest or penalties, by or as a result of: (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a closing agreement or accepted offer in compromise under Code Section 7121 or 7122, or comparable agreement under the laws of other jurisdictions which resolves the entire Tax liability for any taxable period; (iii) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax; or (iv) any other final disposition.

“ Force Majeure ” has the meaning set forth in the Separation and Distribution Agreement.

“ Governmental Entity ” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“ Included Party ” has the meaning given to such term in Section 2.3(b) .

“ Income Tax ” means any income, franchise or similar Taxes imposed on (or measured by) net income or net profits.

“ Income Tax Returns ” means all Tax Returns relating to Income Taxes.

“ Indemnified Liability ” means any liability subject to indemnification pursuant to Section 3.2 .

“ IRS ” means the United States Internal Revenue Service.

“ Kimball Electronics ” has the meaning given to such term in the introductory paragraph.

“ Kimball Electronics Business ” has the meaning set forth in the Separation and Distribution Agreement.

“ Kimball Electronics Combined Amended Return ” has the meaning given to such term in Section 2.3(g) .

“ Kimball Electronics Common Shares ” has the meaning set forth in the Separation and Distribution Agreement.

“ Kimball Electronics’ Group ” means Kimball Electronics and each Kimball Electronics Subsidiary.

“ Kimball Electronics Subsidiary ” means any Subsidiary of Kimball Electronics after the Distribution Date.

“ Kimball Electronics’ Tax Reserve ” means a tax reserve that is recorded on Kimball International’s financial statements as of Distribution Date pursuant to the Financial Accounting Standards Board Accounting Standards Codification 740-10 (previously FIN 48) or 450-20 (previously FAS 5) that is attributable to a Tax Attribute that relates to the Kimball Electronics Business.

“ Kimball International ” has the meaning given to such term in the introductory paragraph.

“ Kimball International Combined Amended Return ” has the meaning given to such term in Section 2.3(f) .

“ Kimball International’s Group ” means Kimball International and each Kimball International Subsidiary.

“ Kimball International Subsidiary ” means any Subsidiary of Kimball International other than Kimball Electronics or any Kimball Electronics Subsidiary.

“ Law ” shall mean any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives of any Governmental Entity.

“ Losses ” has the meaning ascribed to the term “Indemnifiable Losses” in the Separation and Distribution Agreement.

“ Mediation Period ” has the meaning given to such term in Section 5.2 .

“ Non-Breaching Party ” is defined in Section 4.3 .

“ Non-Income Tax Returns ” mean all Tax Returns other than Income Tax Returns.

“ Other Party ” has the meaning given to such term in Section 4.2 .

“ Party ” is defined in the introductory paragraph hereof.

“ Payment Period ” has the meaning given to such term in Section 3.4(d) .

“ Post-Distribution Income Tax Returns ” means, collectively, all Income Tax Returns required to be filed by a Party or its Affiliates for a Post-Distribution Tax Period.

“ Post-Distribution Tax Period ” means a Tax year beginning and ending after the Distribution Date.

“ Post-Distribution Ruling ” has the meaning given to such term in Section 4.2 .

“ Pre-Distribution Tax Period ” means a Tax period that begins before the Distribution Date and that ends on or before the Distribution Date.

“ Preparing Party ” is defined in Section 2.3(b) .

“ Prohibited Acts ” is defined in Section 4.2 .

“ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding, arrangement, or substantial negotiations within the meaning of Code Section 355(e) and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of related transactions), as a result of which any of the Parties or any

of their Subsidiaries (or any successor thereto) would merge or consolidate with any other Person, or as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire (through an option or otherwise), from any of the Parties or any of their Affiliates (or any successor thereto) and/or one or more holders of their stock, respectively, any amount of stock of any of the Parties or any of their Subsidiaries, as the case may be, that would, when combined with any other changes in ownership of the stock of such Party or any of the Subsidiaries, comprise more than thirty-five percent (35%) of (a) the value of all outstanding stock of such Party or their Subsidiaries as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding stock of such Party or any of their Subsidiaries as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. For purposes of determining whether a transaction constitutes an indirect acquisition for purposes of the first sentence of this definition, any recapitalization or other action resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Code Section 355(e) and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly by the Parties in good faith.

“ Record Holders ” has the meaning set forth in the Separation and Distribution Agreement.

“ Refund ” means any refund of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to future Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided, however, that if a refund of Taxes is includible in taxable income based on applicable Tax Law, then the amount of the Refund shall be determined by multiplying (x) the amount of the refund that is required to be included in taxable income by (y) 60.125%; provided, further, that upon any change after the Effective Time in the highest marginal U.S. federal income Tax rate applicable to corporations, the percentage in clause (y) shall be increased or decreased by the amount of the percentage point change in such rate with effect in the same Tax year as the effective date applicable to such change in rate.

“ Retained Business ” has the meaning set forth in the Separation and Distribution Agreement.

“ Requesting Party ” has the meaning given to such term in Section 4.2 .

“ Restricted Period ” means the two-year period commencing on the Distribution Date.

“ Rules ” has the meaning given to such term in Section 5.3 .

“ Separation ” has the meaning given to such term in the recitals hereof.

“ Separation and Distribution Agreement ” has the meaning given to such term in the recitals hereof.

“ Share Owners ” has the meaning set forth in the Separation and Distribution Agreement.

“ Sharing Percentage ” means (i) fifty percent (50%) in the case of Kimball International; and (ii) fifty percent (50%) in the case of Kimball Electronics.

“ Stock Unification ” has the meaning given to such term in the Separation and Distribution Agreement.

“ Subsidiary ” has the meaning given to such term in the Separation and Distribution Agreement.

“ Stub Taxable Period ” is defined in Section 2.3(a) .

“ Tax ” or “ Taxes ” means (i) all taxes, charges, fees, imposts, levies or other assessments imposed by a Taxing Authority, including all net income, gross receipts, capital, sales, use, gains, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, custom duties, fees, assessments and charges of any kind whatsoever and (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto. Whenever the term “Tax” or “Taxes” is used it shall include penalties, fines, additions to tax and interest thereon.

“ Tax Attributes ” mean for U.S, federal, state, local, and non-U.S. Income Tax purposes, earnings and profits, tax basis, net operating and capital loss carryovers or carrybacks, alternative minimum Tax credit carryovers or carrybacks, general business credit carryovers or carrybacks, income tax credits or credits against income tax, disqualified interest and excess limitation carryovers or carrybacks, overall domestic losses, overall foreign losses, research and experimentation credit base periods, and all other items that are determined or computed on an affiliated group basis (as defined in Code Section 1504(a) determined without regard to the exclusion contained in Code Section 1504(b)(3)), or similar Tax items determined under applicable Tax law.

“ Tax-Free Status ” means the qualification of the Distribution or any other transaction contemplated by the Tax Opinion as a transaction in which gain or loss is not recognized, in whole or in part, and no amount is included in income for U.S. federal, state, or local income tax purposes (other than intercompany items, excess loss accounts or other items required to be taken into account pursuant to Treasury Regulations promulgated under Code Section 1502).

“ Tax Opinion ” means the tax opinion delivered by Squire Patton Boggs (US) LLP to Kimball International that the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Kimball International under Code Section 355(c) and as tax-free to the Share Owners under Code Section 355(a).

“ Tax Package ” means (a) a pro forma Tax Return relating to the operations of the Included Party that is required to be included in a Combined Return being prepared by a Preparing Party; and (b) all information pertaining to the operations of the Included Party that is reasonably necessary to prepare and file the applicable Combined Return required to be filed by the Preparing Party that includes the Included Party for one or more days in a Tax period.

“ Tax Proceeding ” means any audit, examination or other proceeding brought by a Taxing Authority with respect to Taxes.

“ Tax Representation Letter ” means any letter containing representations and covenants delivered by Kimball International and Kimball Electronics to Squire Patton Boggs (US) LLP in connection with the rendering of the Tax Opinion.

“ Taxing Authority ” means any governmental authority (whether United States or non-United States, and including, any state, municipality, political subdivision or governmental agency) responsible for the imposition of any Tax..

“ Tax Returns ” means all reports or returns (including information returns and amended returns) required to be filed or that may be filed for any period with any Taxing Authority in connection with any Tax or Taxes (whether domestic or foreign).

“ Treasury Regulations ” mean the final and temporary (but not proposed) income tax and administrative regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Unqualified Tax Opinion ” means an unqualified reasoned “will” opinion of Squire Patton Boggs (US) LLP, which opinion is reasonably acceptable to each of the Parties and upon which each of the Parties may rely to confirm that a transaction (or transactions) will not result in Distribution Taxes. For purposes of this definition, an opinion is reasoned if it describes the reasons for the conclusions, including the facts and analysis supporting the conclusions.

SECTION 1.2. References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, such Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement

SECTION 1.3. Effective Time .

(a) The Parties acknowledge that the Separation and Distribution Agreement contemplates a series of interrelated and intermediate internal transactions undertaken preparatory to and in contemplation of the Distribution that must be completed prior to the Effective Time in order to align and properly capitalize the Retained Business and Kimball Electronics Business.

(b) Notwithstanding that these interrelated and intermediate internal transactions must be given effect prior to the Distribution, the agreements contained herein, including, but not limited to, the manner in which Taxes are shared amongst the Parties, shall be effective no earlier than and only upon the Effective Time.

ARTICLE II

PREPARATION AND FILING OF TAX RETURNS

SECTION 2.1. Kimball International’s Responsibility for the Preparation and Filing of Tax Returns .

(a) Subject to Section 2.3 , Kimball International shall prepare and file or cause to be prepared and filed (i) all Consolidated Tax Returns and any other Income Tax Returns that it is legally obligated to file; (ii) all Post-Distribution Income Tax Returns that it or any Kimball International Subsidiary is legally obligated to file according to the laws of a relevant Taxing Authority; and (iii) all Non-Income Tax Returns that it or any Kimball International Subsidiary is legally obligated to file according the laws of a relevant Taxing Authority.

(b) To the extent that Kimball Electronics or any Kimball Electronics Subsidiary is included in any Consolidated Tax Return for a taxable period that includes the Distribution Date, Kimball International shall include in such Consolidated Tax Return the results of Kimball Electronics and the Kimball Electronics Subsidiaries on the basis of the Closing of the Books Method consistent with Treasury Regulations Section 1.1502-76(b)(2)(i).

SECTION 2.2. Kimball Electronics’ Responsibility for the Preparation and Filing of Tax Returns .

(a) Subject to Section 2.3 , Kimball Electronics shall prepare and file or cause to be prepared and filed (i) all Post-Distribution Income Tax Returns that it or any Kimball Electronics Subsidiary is legally obligated to file according the laws of a relevant Taxing Authority; and (ii) all Non-Income Tax Returns that it or any Kimball Electronics Subsidiary is legally obligated to file according the laws of a relevant Taxing Authority.

SECTION 2.3. Manner of Preparation .

(a) To the extent permitted by law, any taxable period of Kimball Electronics or any Kimball Electronics Subsidiary for any state or local Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “ Stub Taxable Period ”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 2.1 and 2.2 .

(b) To the extent any Tax Return required to be prepared by Kimball International pursuant to Section 2.1 contains Tax Attributes relating to the Kimball Electronics Business or any Tax Return required to be prepared by Kimball Electronics pursuant to Section 2.2 contains Tax Attributes relating to the Retained Business (each such Tax Return, a “ Combined Return ”), the Party not responsible for preparing such Combined Return (the “ Included Party ”) shall, at its own cost and expense, (i) prepare and deliver to the Party responsible for preparing such Tax Return (the “ Preparing Party ”) a Tax Package within thirty (30) days following the written request of the Preparing Party; and (ii) pay to the Preparing Party all Taxes in respect of such Tax Return for which the Included Party is responsible pursuant to the terms of this Agreement.

(c) In the event an Included Party does not fulfill its obligations pursuant to Section 2.3(b) , the Preparing Party shall be entitled to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing the Combined Return, and the Included Party shall reimburse the Preparing Party for any out-of-pocket expenses incurred in the preparation of such information. All Combined Returns shall be submitted by the Preparing Party to the Included Party for its review and comment as soon as reasonably practicable prior to the due date for the filing of Combined Return. As soon as reasonably practicable after the receipt of the Combined Return, the Included Party shall have the right to object to the Combined Return (or items with respect thereto) by written notice, which notice shall contain such disputed item (or items) and the basis for its objection. The Parties shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that notwithstanding anything to the contrary contained herein, if the Parties have not reached a final resolution with respect to all disputed items for which proper notice was given prior to the due date of Combined Return, then such Combined Return shall be filed as prepared by the Preparing Party. In the event that a Combined Return is filed that includes any disputed item that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article V hereof and amended Tax Returns shall be filed if necessary to reflect the final resolution of such disputed items.

(d) All Tax Returns for taxable periods (or portions thereof) beginning before the Distribution Date that are required to be filed after the Distribution Date that could give rise to an indemnity obligation pursuant to Section 3.2 shall be prepared in a manner consistent with past practices (e.g., accounting methods and accelerating deductions through bonus depreciation or otherwise) and the Preparing Party shall, at the other Party’s request, share any such Tax Return with such other Party after the filing thereof.

(e) All Income Tax Returns filed on or after the Distribution Date shall be prepared in a manner that is consistent with the Tax Opinion (in the absence of a Final Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing pursuant to Sections 2.1 and 2.2 . In the absence of a Final Determination to the contrary or a change in law, all Income Tax Returns of the Kimball Electronics’ Group for taxable periods beginning before the Distribution Date shall be prepared consistent with the Tax Returns of Kimball International’s Group.

(f) Except to the extent required by law, Kimball International’s Group shall not amend a previously filed Consolidated Tax Return or any other Tax Return that constitutes a Combined Return (a “ Kimball International Combined Amended Return ”) without the written consent of Kimball Electronics which consent shall not be unreasonably withheld, conditioned or delayed. Kimball International’s Group may amend any Tax Return that does not constitute a Kimball International Combined Amended Return in its sole and absolute discretion.

(g) Except to the extent required by law, Kimball Electronics’ Group shall not amend any previously filed Tax Return that constitutes a Combined Return (a “ Kimball Electronics Combined Amended Return ”) without the written consent of Kimball International which consent shall not be unreasonably withheld, conditioned or delayed. Kimball Electronics’ Group may amend any previously filed Tax Return that does not constitute a Kimball Electronics Combined Amended Return in its sole and absolute discretion.

SECTION 2.4. Costs and Expenses of Preparation . Subject to Section 2.3(b) , (i) any out-of-pocket costs and expenses associated with preparing any U.S. federal, state or local Tax

Returns with respect to taxable periods that begin before and include, but do not end on, the Distribution Date filed under Sections 2.1 or 2.2 shall be shared by the Parties in accordance with their respective Sharing Percentages and (ii) with respect to any Tax Return not described in (i) above, the Party responsible for preparing any Tax Return under Sections 2.1 or 2.2 shall be responsible for the costs and expenses associated with preparing such Tax Returns. The Party responsible for reimbursing the other Party incurring such out-of-pocket costs and expenses pursuant to this Section 2.4 shall reimburse such other Party within thirty (30) days of being notified and provided with evidence of the incurrence of such out-of-pocket costs and expenses.

SECTION 2.5. Carrybacks . Subject to Section 2.3(f) and 2.3(g) , each of the Parties shall be permitted (but not required) to carryback (or to cause its Affiliates to carryback) a Tax Attribute realized in a Post-Distribution Tax Period to a Pre-Distribution Tax Period only if such carryback cannot result in one or more other Parties (or their Affiliates) being liable for additional Taxes. If a carryback could result in one or more other Parties (or their Affiliates) being liable for additional Taxes, such carryback shall be permitted only if all of such Parties consent to such carryback. Notwithstanding anything to the contrary in this Agreement, any Party that has claimed (or caused one or more of its Affiliates to claim) a Tax Attribute carryback, shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the carryback claim; provided, however, if the carryback results in a Refund that is shared or allocated pursuant to Section 3.3(a) , any Taxes arising from and attributable to an adjustment to the claim for such carryback shall be shared or allocated by the applicable Parties, as the case may be, in the same proportion that the Refund was shared by or allocated to each applicable Party.

SECTION 2.6. Retention of Records; Access .

(a) Kimball International and Kimball Electronics shall, and shall cause each of their Subsidiaries to, retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by Kimball International and Kimball Electronics hereunder and for any Tax Proceeding relating to such Tax Returns or to any Taxes payable by Kimball International and Kimball Electronics hereunder.

(b) Kimball International and Kimball Electronics shall, and shall cause each of their Subsidiaries to, provide reasonable access to (i) all records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by Kimball International and Kimball Electronics and for any Tax Proceeding relating to such Tax Returns or to any Taxes payable by Kimball International and Kimball Electronics and (ii) its personnel and premises, for the purpose of the preparation, review or audit of such Tax Returns, or in connection with any Tax Proceeding, as reasonably requested by either Kimball International or Kimball Electronics.

(c) The obligations set forth above in Sections 2.6(a) and 2.6(b) shall continue until the longer of (i) the time of a Final Determination or (ii) sixty (60) days after the expiration of all applicable statutes of limitations, to which the records and information relate. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has actual knowledge that such statute of limitations has expired.

SECTION 2.7. Confidentiality; Ownership of Information; Privileged Information . The provisions of Article VII of the Separation and Distribution Agreement relating to confidentiality

of information, ownership of information, privileged information and related matters shall apply with equal force to any records and information prepared and/or shared by and among the Parties in carrying out the intent of this Agreement.

ARTICLE III

ALLOCATION OF TAX LIABILITIES

SECTION 3.1. Payment of Taxes .

(a) Taxes Upon Filing and Adjusted Income Taxes . The Party responsible for the filing of a Tax Return pursuant to Sections 2.1 and 2.2 shall pay to the relevant Taxing Authority all Taxes due or payable in connection with such Tax Return (including any amounts relating to adjustments to such Tax Return).

(b) Liability for Taxes . Notwithstanding Section 3.1(a) , (i) with respect to any Combined Return that is filed by Kimball International pursuant to Section 2.1 subsequent to the Distribution Date, Kimball Electronics shall be liable for Taxes (including any amounts relating to an adjustment to such Combined Return resulting from a Tax Proceeding) that relate to the Tax Attributes of the Kimball Electronics Business; and (ii) with respect to any Combined Return that is filed by Kimball Electronics pursuant to Section 2.2 subsequent to the Distribution Date, Kimball International shall be liable for Taxes (including any amounts relating to an adjustment to such Combined Return resulting from a Tax Proceeding) that relate to the Tax Attributes of the Retained Business.

(c) Distribution Taxes . Notwithstanding anything in this Section 3.1 to the contrary, and except as provided in Article IV , Kimball International and Kimball Electronics shall be liable (in accordance with their respective Sharing Percentages) for (i) any Taxes for a taxable period that begins before the Distribution Date imposed or incurred in connection with the Distribution, including (I) Taxes imposed as a result of the Distribution failing to qualify as tax-free under Code Section 355; (II) Taxes imposed as a result of the Kimball Electronics Common Shares failing to be treated as qualified property pursuant to Code Section 355(d) or 355(e); (III) Taxes imposed as a result of Kimball International or a Kimball International Subsidiary otherwise recognizing any gain in connection with the Distribution; (IV) Taxes imposed as a result of the recapture of any previously claimed Tax items in connection with the Distribution, (V) Taxes imposed as a result of any deferred intercompany item or excess loss account (or any similar item under state, local or foreign Tax law) being taken into account in connection with the Distribution pursuant to Code Section 1502 and the Treasury Regulations promulgated thereunder (or any similar provision of state, local or foreign Tax law); and (VI) any stamp, duty, transfer, sales and use or similar Taxes incurred in connection with the Distribution; and (ii) any out-of-pocket costs and expenses, including reasonable legal fees, incurred by either Kimball International’s Group or Kimball Electronics’ Group attributable to any of the items included within clause (i) above.

SECTION 3.2. Indemnity .

(a) Subject to Article IV , Kimball International shall indemnify Kimball Electronics and its Affiliates from all liability for Taxes for which Kimball International is responsible pursuant to Section 3.1 and any related Losses.

(b) Subject to Article IV , Kimball Electronics shall indemnify Kimball International and its Affiliates from all liability for Taxes for which Kimball Electronics is responsible pursuant to Section 3.1 and any related Losses; provided however , that if the Taxes and any related Losses for which Kimball Electronics is responsible pursuant to Section 3.1 are attributable to a Tax Attribute of the Kimball Electronics Business that caused a Kimball Electronics’ Tax Reserve, then Kimball Electronics will only be responsible to indemnify Kimball International and its Affiliates to the extent the Taxes and any related Losses relating to such Tax Attribute exceed the amount of the Kimball Electronics’ Tax Reserve.

(c) Unless otherwise agreed in writing, the indemnifying Party shall pay to the indemnified Party the amount required to be paid pursuant to Section 3.2(a) or (b) above within thirty (30) days of being notified of the amount due by the indemnified Party. The notice by the indemnified Party requesting such payment shall be accompanied by the calculations and other information used to determine the indemnifying Party’s obligations hereunder. Such payment shall be paid by the indemnifying Party to the indemnified Party by wire transfer of immediately available funds to an account designated by the indemnified Party by written notice to the indemnifying Party prior to the due date of such payment.

SECTION 3.3. Refunds .

(a) Each Party shall be entitled to all Refunds that relate to Taxes for which such Party is liable pursuant to this Agreement.

(b) Notwithstanding Section 3.3(a) , to the extent a claim for a Refund by a Party is reasonably likely to result in a Correlative Detriment to the other Party or its Subsidiaries, such Refund shall, to the extent actually received by such claiming Party, be paid proportionately to the Party or Subsidiary that is reasonably likely to realize such Correlative Detriment, but only to the extent of such Correlative Detriment.

(c) Any Refund or portion thereof to which a Party is entitled pursuant to this Section 3.3 that is received or deemed to have been received as described below by another Party (or its Subsidiaries) shall be paid by such other Party to such first Party. To the extent a Party (or its Subsidiaries) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Party to another Party (or Parties) pursuant to this Section 3.3 , such Party shall be deemed to have actually received a Refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable.

SECTION 3.4. Treatment of Payments; After Tax Basis .

(a) Unless otherwise required by a Final Determination, this Agreement or otherwise agreed to between the Parties, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 3.4(d) ) by: (i) Kimball Electronics to Kimball International shall be treated for all Tax purposes as a distribution by Kimball Electronics to Kimball International with respect to the stock of Kimball Electronics occurring immediately before the Distribution; or (ii) Kimball International to Kimball Electronics shall be treated for all Tax purposes as a tax-free contribution by Kimball International to Kimball Electronics with respect to its stock occurring immediately before the Distribution; and in each case, no Party shall take any position inconsistent

with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this Agreement (ignoring any potential inconsistent or adverse Final Determination), such Party shall use its commercially reasonable efforts to contest such challenge.

(b) If the receipt or accrual of any payment pursuant to this Agreement (other than payments of interest pursuant to Section 3.4(d) ) results in taxable income to the indemnified Party or any of its Affiliates, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the indemnified Party and its Affiliates shall have realized the same net amount they would have realized had the payment not resulted in taxable income.

(c) To the extent that any liability for Taxes or Losses that is subject to indemnification under this Agreement gives rise to a deduction, credit or other Tax benefit to the indemnified Party or any of its Affiliates, the amount of any payment made under this Agreement shall be decreased by taking into account any actual reduction in Taxes (determined on a with and without basis) of the indemnified Party or any of its Affiliates resulting from such Tax benefit. If (i) such actual reduction in Taxes of the indemnified Party or its Affiliate occurs in a taxable period following the period in which the indemnification payment is made or (ii) any adjustment to the liability for Taxes for which one Party or any Affiliates is responsible hereunder gives rise to a deduction, credit or other Tax benefit to the other Party or any of its Affiliates, the indemnified Party (or, in the case of (ii), the other Party) shall on an annual basis pay the indemnifying Party (or, in the case of (ii), the responsible Party) the amount of the actual reduction in Taxes (determined on a with and without basis); provided, however, that no such payment shall be required if the actual reduction in Taxes for the relevant year and any unpaid reduction in Taxes for all prior years is less than $50,000.

(d) Payments made pursuant to this Agreement that are not made within the period prescribed in this Agreement or, if no period is prescribed, within thirty (30) days after demand for payment is made (the “ Payment Period ”) shall bear interest for the period from and including the date immediately following the last date of the Payment Period through and including the date of payment at a rate per annum equal to that announced publicly by The Wall Street Journal as its prime rate plus 2.0% (compounded annually). Such interest will be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due.

ARTICLE IV

DISTRIBUTION AND RELATED TAX MATTERS

SECTION 4.1. Compliance with the Tax Opinion . Kimball International and Kimball Electronics hereby confirm and agree to comply with (and cause their respective Subsidiaries to comply with) any and all covenants, agreements and representations in the Tax Opinion applicable to Kimball International and Kimball Electronics, respectively.

SECTION 4.2. Limitation On Proposed Acquisition Transactions and other Transactions During Restricted Period . During the Restricted Period, no Party shall:

(a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur;

(b) merge or consolidate with any other Person or liquidate;

(c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business;

(d) sell or otherwise dispose of more than thirty-five percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than thirty-five percent (35%) of the consolidated gross or net assets in a single transaction or series of related transactions or use or transfer any portion of its assets would violate the “continuity of business enterprise” requirement of Treasury Regulations Section 1.368-1(d) (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the Distribution or other transaction);

(e) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party;

(f) issue shares of a new class of either nonvoting or voting stock;

(g) purchase, directly or through any Affiliate, any of its outstanding stock after the Distribution, other than through open market stock purchase programs meeting the requirements of Section 4.05(I)(b) of Revenue Procedure 96-30 (without regard to the effect of Revenue Procedure 2003-48 on Revenue Procedure 96-30);

(h) approve or allow payment of an extraordinary distribution or cause or allow for the payment of an extraordinary dividend or a redemption of shares by any Subsidiary held by the Parties, including any successor thereto;

(i) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with any representation or covenant made in Tax Representation Letters, or that is inconsistent with the Tax Opinion; or

(j) take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 4.2 ) would be reasonably likely to jeopardize Tax-Free Status;

provided, however, that a Party (the “ Requesting Party ”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (j) (each a “ Prohibited Act ”) if, prior to taking such Prohibited Act, the Requesting Party has received (A) a favorable private letter ruling from the IRS (a “ Post-Distribution Ruling ”), in form and substance reasonably satisfactory to the Party that is not the Requesting Party (the “ Other Party ”) that confirms that such Prohibited Act will not result in U.S. federal or state Distribution Taxes, taking into account such Prohibited Act and any other relevant transactions in the aggregate; (B) an Unqualified Tax Opinion, in form and substance reasonably satisfactory to the Other Party that confirms that such Prohibited Act will not result in U.S. federal or state Distribution Taxes, taking into account such Prohibited Act and any other relevant transactions in the aggregate; or (C) a written statement from the Other Party that provides that the Other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-

Distribution Ruling or Unqualified Tax Opinion. Each Party shall bear its own costs and expenses in connection with securing or evaluating any such Post-Distribution Ruling or Unqualified Tax Opinion. During the Restricted Period, each Party shall provide all information reasonably requested by the other Party relating to any transaction involving an acquisition (directly or indirectly) of the stock of Kimball International or Kimball Electronics within the meaning of Section 355(e) of the Code.

SECTION 4.3. Indemnification for Distribution Taxes . If, after the Distribution, (i) a Party or any of its Affiliates takes any action or enters into any agreement to take any action, including any of the Prohibited Acts as defined in Section 4.2 of this Agreement; (ii) there is a breach by any Party of Section 4.1 hereof; or (iii) there is any direct or indirect acquisition of a Party’s stock and as a result (a) the Distribution fails to qualify under Code Section 355; (b) the Kimball Electronics Common Shares distributed in the Distribution fails to be treated as qualified property pursuant to Code Sections 355(d) or 355(e); or (iii) Kimball International or Kimball Electronics otherwise recognizes any gain in connection with the Distribution (including, for the avoidance of doubt, the Stock Unification), then such Party (the “ Breaching Party ”) shall indemnify and hold harmless the other Party (the “ Non-Breaching Party ”) and any of its Affiliates against any and all Taxes (and any related Losses) imposed upon or incurred by the Non-Breaching Party or any of its Affiliates (and any Taxes of Non-Breaching Party’s shareholders to the extent the Non-Breaching Party or any of its Affiliates is liable with respect to such Taxes, whether to a Taxing Authority, to a shareholder or to any other person) as a result, unless such Taxes would, in any event, have been imposed upon or incurred by the Non-Breaching Party or any or its Affiliates without regard to such actions, breaches or events, as determined at such time. The Non-Breaching Party and any of its Affiliates shall be indemnified and held harmless under this Section 4.3 without regard to whether a Post-Distribution Ruling or an Unqualified Opinion pertaining to the action pursuant to Section 4.2 was obtained, and without regard to whether the Non-Breaching Party gave its consent to such action pursuant to Section 4.2 or otherwise.

SECTION 4.4. Procedural Matters .

(a) Notice . If either Kimball International or Kimball Electronics receives any written notice of deficiency, claim or adjustment or any other written communication from a Taxing Authority that may result in an Indemnified Liability, the Party receiving such notice or communication shall promptly give written notice thereof to the other Party, provided that any delay in such notification shall not relieve the indemnifying Party of any liability to the other Party hereunder except to the extent the indemnifying Party is materially and adversely prejudiced by such delay. Kimball International undertakes and agrees that, from and after such time as Kimball International obtains knowledge that any representative of a Taxing Authority has begun to investigate or inquire into the Distribution (whether or not such investigation or inquiry is a formal or informal investigation or inquiry), Kimball International will provide Kimball Electronics with written notice of such information, provided that any delay in such notification shall not relieve Kimball Electronics of any liability to Kimball International hereunder except to the extent Kimball Electronics is materially and adversely prejudiced by such delay.

(b) Control by Kimball International . Kimball International shall have the right to control the conduct of any Tax Proceeding that relates to a Tax Return that is required to be filed by Kimball International pursuant to Section 2.1 . If Kimball Electronics could have an

indemnification obligation for an adjustment to Tax pursuant to such Tax Proceeding, Kimball International shall (i) notify Kimball Electronics thereof, provided that any delay by Kimball International in so notifying Kimball Electronics shall not relieve Kimball Electronics of any liability to Kimball International hereunder except to the extent Kimball Electronics is materially and adversely prejudiced by such delay; (ii) consult with Kimball Electronics from time to time as to the conduct of such investigation or inquiry; (iii) provide Kimball Electronics with copies of all correspondence between Kimball International or its representatives and such Taxing Authority or any representative thereof pertaining to such investigation or inquiry; (iv) cooperate with Kimball Electronics to permit a representative (reasonably satisfactory to Kimball International) of Kimball Electronics to be present at, and participate in (but not control), all meetings with such Taxing Authority or any representative thereof pertaining to such investigation or inquiry, provided, that any costs relating to Kimball Electronics’ representation at such meetings shall be borne by Kimball Electronics; and (v) shall not settle such Tax Proceeding in a manner that would result in an indemnity payment from Kimball Electronics under this Agreement without the consent of Kimball Electronics (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that Kimball International may settle such Tax Proceeding without the consent of Kimball Electronics so long as Kimball International waives its indemnification rights hereunder in respect of such Tax Proceeding.

(c) Control by Kimball Electronics . Kimball Electronics shall have the right to control the conduct of any Tax Proceeding that relates to a Tax Return that is required to be filed by Kimball Electronics pursuant to Section 2.2 . If Kimball International could have an indemnification obligation for an adjustment to Tax pursuant to such Tax Proceeding, Kimball Electronics shall (i) notify Kimball International thereof, provided that any delay by Kimball Electronics in so notifying Kimball International shall not relieve Kimball International of any liability to Kimball Electronics hereunder except to the extent Kimball International is materially and adversely prejudiced by such delay; (ii) consult with Kimball International from time to time as to the conduct of such investigation or inquiry; (iii) provide Kimball International with copies of all correspondence between Kimball Electronics or its representatives and such Taxing Authority or any representative thereof pertaining to such investigation or inquiry; (iv) cooperate with Kimball International to permit a representative (reasonably satisfactory to Kimball Electronics) of Kimball International to be present at, and participate in (but not control), all meetings with such Taxing Authority or any representative thereof pertaining to such investigation or inquiry, provided, that any costs relating to Kimball International’s representation at such meetings shall be borne by Kimball International; and (v) shall not settle such Tax Proceeding in a manner that would result in an indemnity payment from Kimball International under this Agreement without the consent of Kimball International (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that Kimball Electronics may settle such Tax Proceeding without the consent of Kimball International so long as Kimball Electronics waives its indemnification rights hereunder in respect of such Tax Proceeding.

(d) Time and Manner of Payment . Unless otherwise agreed in writing, Kimball International or Kimball Electronics, as the case may be, shall pay to the other Party the amount with respect to an Indemnified Liability determined pursuant to a Final Determination (less any amount paid directly by the indemnifying Party to the Taxing Authority) within thirty days subsequent to the date that the other Party is required to pay the Indemnified Liability to the Taxing Authority. Such payment shall be paid by wire transfer of immediately available funds to an account

designated by the indemnified Party by written notice to the indemnifying Party prior to the due date of such payment.

(e) Cooperation . Kimball International and Kimball Electronics shall reasonably cooperate with one another in a timely manner in any Tax Proceeding involving any matter that may result in an Indemnified Liability. The Parties agree that such cooperation shall include, without limitation, making available to the other Party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any such judicial or administrative Tax Proceeding. The Party requesting or otherwise entitled to any books, records, information, officers or employees pursuant to this Section 4.4(e) shall bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

SECTION 4.5. Protective Section 336(e) Election . Prior to June 30, 2015, the Parties shall cooperate to determine whether the Parties will enter into a binding, written agreement to make an election under Code Section 336(e) with respect to the Distribution in accordance with Treasury Regulations Section 1.336-2(h) and (j) (and any applicable provisions under state and local law). In the event the Parties make an election under Code Section 336(e) (and any applicable provisions under state and local law), (i) the Parties shall cooperate in the timely completion and/or filings of such elections and any related filings or procedures; and (ii) Kimball International shall make an election under Treasury Regulations Section 1.1502-13(f)(5)(ii) with respect to the Distribution.

ARTICLE V

DISPUTE RESOLUTION

SECTION 5.1. Negotiation . In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including any claim based on contract, tort, statute or constitution (“ Dispute ”), the general counsels of the relevant Parties (or such other executive officers designated by the relevant Party) shall negotiate for a reasonable period of time to settle such Dispute; provided , however , that such reasonable period shall not, unless otherwise agreed by the relevant Parties in writing, exceed forty-five (45) days from the date of receipt by a party of written notice of such Dispute (“ Dispute Notice ”); provided , further , that in the event of any arbitration in accordance with Section 5.3 hereof, the relevant Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved. If the general counsels of the relevant Parties (or such other executive officers designated by the relevant Party) are unable to resolve the Dispute within forty-five (45) days from the receipt by a party (or Parties) of a Dispute Notice (or within a different period agreed to by the relevant Parties in writing), the Dispute shall be resolved in accordance with Section 5.2 or Section 5.3 , as the case may be.

SECTION 5.2. Mediation . If, within forty-five (45) days after receipt by a Party of a Dispute Notice, the Parties have not succeeded in negotiating a resolution of the Dispute, the

Parties agree to submit the Dispute at the earliest possible date to mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association (“ AAA ”), and to bear equally the costs of the mediation. The Parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as they may mutually agree following the initial mediation session (the “ Mediation Period ”).

SECTION 5.3. Arbitration . If the Dispute has not been resolved for any reason after the Mediation Period, such Dispute shall be determined, at the request of any relevant Party, by arbitration conducted in Jasper, Indiana in accordance with the then-existing Commercial Arbitration Rules of the AAA, except as modified herein (the “ Rules ”). There shall be three arbitrators. Each Party shall appoint one arbitrator within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. The two Party-appointed arbitrators shall have twenty (20) days from the appointment of the second arbitrator to agree on a third arbitrator who shall chair the arbitral tribunal. If there are three Parties to the arbitration, such Parties shall each appoint one arbitrator within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. Any arbitrator not timely appointed by the Parties under this Section 5.3 shall be appointed by the AAA in accordance with the listing, ranking and striking method in the Rules, and in any such procedure, each Party shall be given a limited number of strikes, excluding strikes for cause. Any controversy concerning whether a Dispute is arbitrable, whether arbitration has been waived, whether a Party to or assignee of this Agreement is bound to arbitrate, or as to the interpretation, applicability or enforceability of this Article V shall be determined by the arbitrators. In resolving any Dispute, the Parties intend that the arbitrators shall apply applicable Tax Laws and the substantive Laws of the State of Indiana, without regard to any choice of Law principles thereof that would mandate the application of the Laws of another jurisdiction. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrators shall be final and binding on the Parties. The Parties agree to comply and cause their respective Subsidiaries to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction, including but not limited to (a) the Supreme Court of the State of Indiana; or (b) the United States District Court for the Southern District of Indiana. The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings in accordance with the terms of this Agreement and applicable Law, including monetary damages, specific performance and all other forms of legal and equitable relief; provided , however , the arbitrators shall not be entitled to award punitive, exemplary, treble or any other form of non-compensatory damages unless in connection with indemnification for a third-party claim (and in such a case, only to the extent awarded in such third-party claim).

SECTION 5.4. Arbitration with Respect to Monetary Damages . In the event the Dispute involves (1) valuation of a liability under this Agreement, (2) an amount in controversy in a Dispute, or (c) an amount of damages following a determination of liability, the arbitration shall proceed in the following manner: Each Party shall submit to the arbitrators and exchange with each other, on a schedule to be determined by the arbitrators, a proposed valuation, amount or damages, as the case may be, together with a statement, including all supporting documents or other evidence upon which it relies, setting forth such Party’s explanation as to why its proposal is reasonable and appropriate. The arbitrators, within fifteen (15) days of receiving such proposals and supporting documents, shall choose between the proposals and shall be limited to awarding only one of the proposals submitted.

SECTION 5.5. Arbitration Period . Any arbitration proceeding shall be concluded in a maximum of six (6) months from the commencement of the arbitration. The Parties involved in the proceeding may agree in writing to extend the arbitration period if necessary to appropriately resolve the Dispute.

SECTION 5.6. Treatment of Negotiations, Mediation, and Arbitration . Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement, the relevant Parties shall keep, and shall cause their Subsidiaries to keep, confidential all matters relating to any negotiation, mediation, conference, arbitration, discussion, or arbitration award pursuant to this Article V , and any such negotiation, mediation, conference, arbitration, or discussion shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules; provided, however, that such matters may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or stock exchange. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences, and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. Nothing contained herein is intended to or shall be construed to prevent any Party from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Disputes. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect.

SECTION 5.7. Continuity of Service and Performance . Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article V with respect to all matters not subject to such dispute resolution.

SECTION 5.8. Costs . Except as otherwise may be provided in this Agreement, the costs of any arbitration pursuant to this Article V shall be borne by the losing Party or Parties in such proportion as the arbitrator or arbitrators determine based on the facts and circumstances.

SECTION 5.9. Consolidation . The arbitrators may consolidate an arbitration under this Agreement with any arbitration arising under or relating to the Ancillary Agreements or any other agreement between the Parties entered into pursuant hereto, as the case may be, if the subject of the Disputes thereunder arise out of or relate essentially to the same set of facts or transactions. Such consolidated arbitration shall be determined by the arbitrator appointed for the arbitration proceeding that was commenced first in time.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1. Notices . All notices, requests, claims, demands and other communications under this Agreement shall be made and delivered in conformity with Section 10.6 of the Separation and Distribution Agreement.

SECTION 6.2. Amendment and Waiver . This Agreement may be terminated, modified or amended at any time prior to the Effective Time by and in the sole discretion of Kimball International without the approval of Kimball Electronics or the stockholders of Kimball International. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Effective Time, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Kimball International and Kimball Electronics. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

SECTION 6.3. Entire Agreement . This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter.

SECTION 6.4. Assignment; Successors and Assigns . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable in whole in connection with a merger or consolidation or the sale of all or substantially all the assets of a party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other parties to this Agreement. No assignment permitted by this Section 6.4 shall release the assigning Party from liability for the full performance of its obligations under this Agreement. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

SECTION 6.5. Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 6.6. Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with the Laws of the State of Indiana without reference to any choice-of-law or conflicts of law principles that would result in the application of the laws of a different jurisdiction. Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) courts sitting in or having jurisdiction over Jasper, Indiana or (b) the United States District Court for the Southern District of Indiana (the “ Indiana Courts ”) for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Article VIII of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Indiana Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered

mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Indiana Courts with respect to any matters to which it has submitted to jurisdiction in this Section 6.6 . Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Indiana Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 6.7. Waiver of Jury Trial . EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.7 .

SECTION 6.8. Counterparts . This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) will be as effective as delivery of a manually executed counterpart of any such Agreement.

SECTION 6.9. Third Party Beneficiaries . This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

SECTION 6.10. Force Majeure . No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other Party of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

SECTION 6.11. Double Recovery . Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

SECTION 6.12. Title and Headings . Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

SECTION 6.13. Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

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[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.



	KIMBALL INTERNATIONAL, INC.


By:	/s/ James C. Thyen
Name:	JAMES C. THYEN
Title:	Chief Executive Officer and President

	KIMBALL ELECTRONICS, INC.


By:	/s/ Donald D. Charron
Name:	DONALD D. CHARRON
Title:	Chairman and Chief Executive Officer

Exhibit 10.2

EMPLOYEE MATTERS AGREEMENT

by and between

Kimball International, Inc.

and

Kimball Electronics, Inc.

Dated as of October 31, 2014

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT, dated as of October 31, 2014, is entered into by and between Kimball International, Inc. (“ Kimball International ”), and Kimball Electronics, Inc. (“ Kimball Electronics ”). Kimball International and Kimball Electronics are also referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties . ”

RECITALS

WHEREAS, Kimball International has determined that it would be appropriate, desirable and in the best interests of Kimball International and the shareholders of Kimball International to separate the Kimball Electronics Business from Kimball International;

WHEREAS, Kimball International and Kimball Electronics have entered into the Separation and Distribution Agreement, dated as of October 31, 2014 (the “ Distribution Agreement ”), in connection with the separation of the Kimball Electronics Business from Kimball International (the “ Transaction ”) and the Distribution of Kimball Electronics Common Shares to shareholders of Kimball International;

WHEREAS, the Distribution Agreement also provides for the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the separation of Kimball Electronics and its subsidiaries from Kimball International; and

WHEREAS, to ensure an orderly transition under the Distribution Agreement, it will be necessary for the Parties to allocate between them Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs, and certain other employment matters.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.1. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Distribution Agreement.

“ Affiliate ” has the meaning set forth in the Distribution Agreement.

“ Agreement ” means this Employee Matters Agreement, together with all schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 13.9.

“ Assets ” has the meaning set forth in the Distribution Agreement.

“ Benefit Management Records ” has the meaning set forth in Section 3.3(b).

“ Benefit Plan ” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, and any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature to any Employee, or to any eligible family member, dependent, or beneficiary of any such Employee, including pension plans (qualified and nonqualified), thrift plans, deferred compensation plans (qualified and nonqualified), supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, medical, retiree medical, dental, vision, travel and accident, life, disability and accident insurance, tuition reimbursement, travel

reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays of Kimball International or Kimball Electronics, as applicable.

“ Business Days ” means any day other than a Saturday or Sunday or a day on which banking institutions in Jasper, Indiana are authorized or requested by Law to close.

“ COBRA ” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code.

“ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury.

“ Distribution ” has the meaning set forth in the Distribution Agreement.

“ Distribution Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” has the meaning set forth in the Distribution Agreement.

“ Distribution Ratio ” shall be the ratio of three (3) Kimball Electronics Common Shares for every four (4) shares of Kimball International Common Shares.

“ Effective Time ” has the meaning set forth in the Distribution Agreement.

“ Employee ” means any Kimball International Group Employee, Former Kimball International Group Employee, Kimball Electronics Group Employee or Former Kimball Electronics Group Employee.

“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

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

“ FICA ” has the meaning set forth in Section 3.1(f).

“ FMLA ” means the U.S. Family and Medical Leave Act, as amended, and the regulations promulgated thereunder.

“ Former Kimball Electronics Group Employees ” means all former employees of the Kimball International Group who (i) primarily provided services for the benefit of the Kimball Electronics Business at the time their employment terminated or (ii) at the time of termination of employment, primarily provided services for a business for which any Liability, including Liabilities associated with Employees, is reflected on the Kimball Electronics Balance Sheet.

“ Former Kimball International Group Employee ” means all former employees of the Kimball International Group who have an employment end date on or before the Effective Time, excluding all Kimball Electronics Group Employees and Former Kimball Electronics Group Employees.

“ FSA Participation Period ” has the meaning set forth in Section 8.3(b)(i).

“ FUTA ” has the meaning set forth in Section 3.1(f).

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

“ IRS ” means the Internal Revenue Service.

“ Kimball Electronics ” has the meaning set forth in the preamble to this Agreement.

“ Kimball Electronics APSA ” means an Annual Performance Share Award to a Kimball Electronics Group Employee under the Kimball Electronics Equity Plan or under the Kimball International Equity Plan and adjusted as provided in Article IV.

“ Kimball Electronics Benefit Plan ” means any Benefit Plan sponsored or maintained by a member of the Kimball Electronics Group following the Effective Time.

“ Kimball Electronics Bonus Plans ” means bonus plans adopted by Kimball Electronics as of the Effective Time that are comparable to the Kimball International Bonus Plans.

“ Kimball Electronics Business ” has the meaning set forth in the Distribution Agreement.

“ Kimball Electronics Common Share Fund ” means an investment fund in the Kimball Electronics 401(k) Plan or the Kimball International 401(k) Plan, as applicable, that holds Kimball Electronics Common Shares and cash.

“ Kimball Electronics Common Shares ” means the shares of common stock, having no par value per share, of Kimball Electronics.

“ Kimball Electronics Entity ” means any member of the Kimball Electronics Group, including any Transferred Group Entity.

“ Kimball Electronics Equity Plan ” means the plan adopted by Kimball Electronics as of the Effective Time under which Kimball Electronics may provide awards comparable to awards provided by Kimball International under the Kimball International, Inc. Amended and Restated 2003 Stock Option and Incentive Plan.

“ Kimball Electronics 401(k) Plan ” has the meaning set forth in Section 6.1.

“ Kimball Electronics 401(k) Plan Participants ” has the meaning set forth in Section 6.2.

“ Kimball Electronics Group ” shall have the same meaning as the term “ Kimball Electronics Group ” in the Distribution Agreement.

“ Kimball Electronics Group Employee ” means any individual who primarily provides services for the benefit of a member of the Kimball Electronics Group, including a Transferred Group Entity, immediately prior to the Effective Time.

“ Kimball Electronics Incentive Bonus Plan ” means an incentive bonus plan adopted by Kimball Electronics as of the Effective Time that is comparable to the Kimball International Incentive Bonus Plan.

“ Kimball Electronics LTPSA ” means a Long Term Performance Share Award to a Kimball Electronics Group Employee under the Kimball Electronics Equity Plan or under the Kimball International Equity Plan and adjusted as provided in Article IV.

“ Kimball Electronics Post-Distribution Share Value ” means the weighted average closing price per share of Kimball Electronics Common Shares trading on the NASDAQ during Regular Trading Hours on the first five (5) Trading Days following the Distribution Date.

“ Kimball Electronics PSAs ” means performance share awards to Kimball Electronics Group Employees, including Kimball Electronics APSAs and Kimball Electronics LTPSAs issued under the Kimball Electronics Equity Plan or the Kimball International Equity Plan and adjusted as provided in Article IV.

“ Kimball Electronics Ratio ” means the quotient obtained by dividing the Kimball Electronics Post-Distribution Share Value by the Kimball International Pre-Distribution Share Value.

“ Kimball Electronics SERP ” means a nonqualified supplemental employee retirement plan adopted by Kimball Electronics as of the Effective Time that is comparable to the Kimball International SERP.

“ Kimball Electronics SERP Participant ” shall have the meaning set forth in Section 7.1(a).

“ Kimball Electronics Severance Arrangements ” shall have the meaning set forth in Section 11.1.

“ Kimball Electronics Welfare Plan ” means any Welfare Plan sponsored or maintained by any one or more members of the Kimball Electronics Group immediately after the Effective Time.

“ Kimball Electronics Welfare Plan Implementation Date ” has the meaning set forth in Section 8.1.

“ Kimball Electronics Welfare Plan Participants ” has the meaning set forth in Section 8.1.

“ Kimball International ” has the meaning set forth in the preamble to this Agreement.

“ Kimball International APSA ” means an Annual Performance Share Award under the Kimball International Equity Plan.

“ Kimball International Benefit Plan ” means any Benefit Plan sponsored or maintained by a member of the Kimball International Group immediately prior to the Effective Time, excluding any such Benefit Plan that becomes a Kimball Electronics Benefit Plan.

“ Kimball International Bonus Plans ” shall have the meaning set forth in Section 5.1.

“ Kimball International Common Share Fund ” means an investment fund in the Kimball International 401(k) Plan or the Kimball Electronics 401(k) Plan, as applicable, that holds Kimball International Common Shares and cash.

“ Kimball International Common Shares ” means the Kimball International Class A common stock, par value $0.05 per share, and Class B common stock, par value $0.05 per share.

“ Kimball International Director ” means any individual who is or was previously a non-employee member of the board of directors of Kimball International.

“ Kimball International Entity ” means any member of the Kimball International Group.

“ Kimball International Equity Plan ” means the Kimball International, Inc. Amended and Restated 2003 Stock Option and Incentive Plan.

“ Kimball International Group ” has the meaning set forth in the Distribution Agreement.

“ Kimball International Group Employee ” means any individual who is employed by a member of the Kimball International Group immediately prior to the Effective Time, excluding any Kimball Electronics Group Employee.

“ Kimball International Incentive Bonus Plan ” means the Kimball International, Inc. 2010 Profit Sharing Incentive Bonus Plan.

“ Kimball International LTPSA ” means a Long Term Performance Share Award under the Kimball International Equity Plan.

“ Kimball International Post-Distribution Share Value ” means the weighted average closing price per share of Kimball International Common Shares trading on the NASDAQ during Regular Trading Hours on the first five (5) Trading Days following the Distribution Date.

“ Kimball International Pre-Distribution Share Value ” means the weighted average closing price per share of Kimball International Common Shares trading on the NASDAQ during Regular Trading Hours on the last five (5) Trading Days immediately preceding the Distribution Date.

“ Kimball International PSAs ” means performance share awards, including Kimball International APSAs and Kimball International LTPSAs issued under the Kimball International Equity Plan.

“ Kimball International Ratio ” means the quotient obtained by dividing the Kimball International Post-Distribution Share Value by the Kimball International Pre-Distribution Share Value.

“ Kimball International SERP ” means the Kimball International, Inc. Supplemental Employee Retirement Plan.

“ Kimball International 401(k) Plan ” means the Kimball International, Inc. Retirement Plan (Plan No. 001).

“ Kimball International 401(k) Plan Participants ” has the meaning set forth in Section 6.3(a).

“ Kimball International U.S. Welfare Plan ” means the Kimball International, Inc. Master Welfare Benefits Plan (Plan No. 520).

“ Law ” has the meaning set forth in the Distribution Agreement.

“ Liabilities ” has the meaning set forth in the Distribution Agreement.

“ NASDAQ ” means The NASDAQ Stock Market LLC.

“ Non-U.S. Kimball Electronics Welfare Plans ” has the meaning set forth in Section 9.2(b).

“ Non-U.S. Kimball International Welfare Plans ” has the meaning set forth in Section 9.2(a).

“ Party ” or “ Parties ” has the meaning set forth in the preamble to this Agreement.

“ Person ” has the meaning set forth in the Distribution Agreement.

“ Privacy Contract ” means any contract entered into in connection with applicable privacy protection Laws or regulations.

“ Regular Trading Hours ” means the period beginning at 9:30 A.M. New York City time and ending at 4:00 P.M. New York City time.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Subsidiary ” has the meaning set forth in the Distribution Agreement.

“ Tax ” has the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” means the Tax Matters Agreement, dated as of October 31, 2014 by and among Kimball International and Kimball Electronics.

“ Trading Day ” means the period of time during any given calendar day, commencing with the determination of the opening price on the NASDAQ and ending with the determination of the closing price on the NASDAQ, in which trading and settlement in Kimball International Common Shares or Kimball Electronics Common Shares are permitted on the NASDAQ.

“ Transaction ” has the meaning set forth in the recitals to this Agreement.

“ Transferred Group Adoption Date ” means the applicable date prior to the Effective Time on which Kimball International and/or Kimball Electronics determine to have any or all of the Kimball Electronics Benefit Plans adopted by a Transferred Group Entity.

“ Transferred Group Entity ” means each Kimball International Entity that will become a Kimball Electronics Entity as of the Effective Time.

“ Transition Services Agreement ” has the meaning set forth in the Distribution Agreement.

“ U.S . ” means the United States of America.

“ WARN ” means the U.S. Worker Adjustment and Retraining Notification Act, as amended, and the regulations promulgated thereunder, and any applicable state or local Law equivalent.

“ Welfare Plan ” means, where applicable, a “ welfare plan ” (as defined in Section 3(1) of ERISA) or a “ cafeteria plan ” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, wellness, prescription drug, dental, vision, and mental health and substance abuse), disability benefits, or life, accidental death and disability, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time off programs, contribution funding toward a health savings account, flexible spending accounts, or cashable credits of Kimball International or Kimball Electronics, as applicable.

Section 1.2 Interpretation . In this Agreement, unless the context clearly indicates otherwise:

(a) words used in the singular include the plural and words used in the plural include the singular;

(b) if a word or phrase is defined in this Agreement, its other grammatical forms, as used in this Agreement, shall have a corresponding meaning;

(d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e) the words “shall” and “will” are used interchangeably and have the same meaning;

(f) the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(g) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(h) all references to a specific time of day in this Agreement shall be based upon Eastern Standard Time or Eastern Daylight Saving Time, as applicable, on the date in question;

(i) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified;

(j) accounting terms used herein shall have the meanings historically ascribed to them by Kimball International and its Subsidiaries, including Kimball Electronics for this purpose, in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;

(k) reference to any Article, Section or schedule means such Article or Section of, or such schedule to this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(l) the words “this Agreement,” “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(m) the term “commercially reasonable efforts” means efforts which are commercially reasonable to enable a Party, directly or indirectly, to satisfy a condition to, or otherwise assist in, the consummation of a desired result and which do not require the performing Party to expend funds or assume Liabilities other than expenditures and Liabilities which are customary and reasonable in nature and amount in the context of a series of related transactions similar to the Distribution;

(n) reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement;

(o) reference to any Law (including statutes and ordinances) means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(p) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; a reference to such Person’s “Affiliates” shall be deemed to mean such Person’s Affiliates following the Distribution and any reference to a third party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party;

(q) if there is any conflict between the provisions of the main body of this Agreement and the schedules hereto, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in such schedule;

(r) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the U.S.;

(s) the titles to Articles and headings of Sections contained in this Agreement, in any schedule and Exhibit and in the table of contents to this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement; and

(t) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be.

ARTICLE II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.1 General Principles . It is the intention of Kimball International and Kimball Electronics that all employment-related Liabilities associated with Kimball Electronics Group Employees and Former Kimball Electronics Group Employees, whether prior to, on or after the Effective Time, are to be assumed by Kimball Electronics, except as otherwise specifically set forth in this Agreement. Each member of the Kimball International Group and each member of the Kimball Electronics Group shall take any and all reasonable action as shall be necessary or appropriate so that active participation in the Kimball International Benefit Plans by all Kimball Electronics Group Employees and Former Kimball Electronics Group Employees shall terminate in connection with the Distribution as and when provided under this Agreement (or if not specifically provided under this Agreement, as of the Effective Time).

(a) Except as otherwise provided in this Agreement, effective as of the Effective Time, one or more members of the Kimball Electronics Group (as determined by Kimball Electronics) shall assume, or continue the sponsorship of, and no member of the Kimball International Group shall have any further Liability with respect to, or under, and Kimball Electronics shall indemnify each member of the Kimball International Group, and the officers, directors, and employees of each member of the Kimball International Group, and hold them harmless with respect to any and all:

(i) individual agreements entered into between any member of the Kimball International Group and any Kimball Electronics Group Employee or Former Kimball Electronics Group Employee;

(ii) agreements entered into between any member of the Kimball International Group and any individual who is an independent contractor, or leasing organization, providing services primarily for the business activities of the Kimball Electronics Group;

(iii) Collective Bargaining Agreements, collective agreements, trade union or works council agreements entered into between any member of the Kimball International Group and any union, works council or other body representing only Kimball Electronics Group Employees;

(iv) wages, salaries, incentive compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any Kimball Electronics Group Employees or Former Kimball Electronics Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, commissions, bonuses, or other employee compensation or benefits are or may have been earned;

(v) moving expenses and obligations related to relocation, repatriation, transfers or similar items incurred by or owed to any Kimball Electronics Group Employees or Former Kimball Electronics Group Employees that have not been paid prior to the Effective Time;

(vi) immigration-related, visa, work application or similar rights, obligations and Liabilities related to any Kimball Electronics Group Employees or Former Kimball Electronics Group Employees;

(vii) Liabilities under any Kimball Electronics Benefit Plan; and

(viii) Liabilities and obligations whatsoever with respect to claims made by, or with respect to any Kimball Electronics Group Employees or Former Kimball Electronics Group Employees, in connection with any Kimball International Benefit Plan, including but not limited to, such Liabilities relating to actions or omissions of or by any member of the Kimball Electronics Group or any officer, director, employee or agent thereof on or prior to the Effective Time.

(b) Except as otherwise provided in this Agreement, effective as of the Effective Time, no member of the Kimball Electronics Group shall have any further Liability for, and Kimball International shall indemnify each member of the Kimball Electronics Group, and the officers, directors, and employees of each member of the Kimball Electronics Group, and hold them harmless with respect to any and all Liabilities and obligations whatsoever with respect to, claims made by or with respect to any Kimball International Group Employees or Former Kimball International Group Employees in connection with any Kimball International Benefit Plan (other than with respect to Liabilities relating to Kimball Electronics Group Employees or Former Kimball Electronics Group Employees), including such Liabilities relating to actions or omissions of or by any member of the Kimball International Group or any officer, director, employee or agent thereof prior to, on or after the Effective Time.

Section 2.2 Service Credit.

(a) Service for Eligibility, Vesting, and Benefit Purposes . Except as otherwise provided in any other provision of this Agreement, the Kimball Electronics Benefit Plans shall, and Kimball Electronics shall cause each member of the Kimball Electronics Group to, recognize each Kimball Electronics Group Employee’s full service history with the Kimball International Group for purposes of eligibility, vesting, determination of level of benefits and, to the extent applicable and subject to Section 2.4, benefit accruals under any Kimball Electronics Benefit Plan for such Kimball Electronics Group Employee’s service with any member of the Kimball International Group on or prior to the Effective Time to the same extent such service would be credited under the Kimball International Benefit Plans, as applicable. Notwithstanding anything to the contrary, in connection with any Employee’s break in service, any determination as to service credit shall be made under and in accordance with the applicable Kimball Electronics Benefit Plan document, the terms of which shall control in the case of any conflict with this Section 2.2.

(b) Evidence of Prior Service . Notwithstanding anything to the contrary, but subject to applicable Law, upon reasonable request by one Party to the other Party, the first Party will provide to the other Party copies of any records reasonably available to the first Party to document such service, plan participation and membership of such Employees and reasonably cooperate with the first Party to resolve any discrepancies

or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any Employee.

Section 2.3 Plan Administration .

(a) Transition Services . The Parties acknowledge that the Kimball International Group or the Kimball Electronics Group may provide administrative services for certain of the other Party’s benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement (if required by HIPAA or other applicable health information privacy Laws) in connection with such Transition Services Agreement.

(b) Participant Elections and Beneficiary Designations . Prior to the Effective Time, each participant in a Kimball Electronics Benefit Plan shall execute such elections and beneficiary designations as are promulgated by the administrator of each Kimball Electronics Benefit Plan. Notwithstanding the foregoing, if and to the extent a Kimball Electronics Benefit Plan participant has failed to execute and file an updated election and/or designation, the participant elections and beneficiary designations made under any corresponding Kimball International Benefit Plan prior to the Effective Time with respect to which Assets or Liabilities are transferred or allocated to Kimball Electronics Benefit Plans in accordance with this Agreement shall continue in effect under the applicable Kimball Electronics Benefit Plan, including, without limitation, deferral, investment and payment form elections, coverage options and levels, beneficiary designations and the rights of alternate payees under qualified domestic relations orders, in each case, to the extent allowed by applicable Law.

Section 2.4 No Duplication or Acceleration of Benefits . Notwithstanding anything to the contrary in this Agreement or the Distribution Agreement, no participant in the Kimball Electronics Benefit Plans shall receive benefits that duplicate benefits provided by the corresponding Kimball International Benefit Plan. Furthermore, unless expressly provided for in this Agreement or the Distribution Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting, distribution of benefits or entitlements to any compensation or under any Benefit Plan on the part of any Kimball International Group Employee, Former Kimball International Group Employee, Kimball Electronics Group Employee or Former Kimball Electronics Group Employee.

Section 2.5 No Expansion of Participation . Unless otherwise expressly provided in this Agreement, as otherwise determined or agreed to by Kimball International and Kimball Electronics, as required by applicable Law, or as explicitly set forth in a Kimball Electronics Benefit Plan, a Kimball Electronics Group Employee shall be entitled to participate in the Kimball Electronics Benefit Plans only to the extent that such Employee was entitled to participate in the corresponding Kimball International Benefit Plan as in effect immediately prior to the Effective Time, with it being the intent of the Parties that this Agreement does not result in any expansion of the number of Kimball Electronics Group Employees participating or the participation rights therein that they had prior to the Effective Time.

Section 2.6 Special Provisions . Notwithstanding any other provision in this Agreement to the contrary, Dean Vonderheide, Vice President of Organizational Effectiveness of Kimball International and Julie Dutchess, Vice President of Human Resources of Kimball Electronics shall have the discretion, power and authority to adopt and implement special provisions, rules or procedures applicable to the employment, compensation and benefit arrangements of one or more individuals as are deemed equitable, necessary or advisable to give effect to the intentions of this Agreement, including without limitation, special provisions relating to (i) different equitable adjustments than as set forth in Article IV, in the case of a grantee who has outstanding awards granted under the Kimball International Equity Plan or any incentive plan, where such grantee’s circumstances warrant a different treatment (including, but not limited to, grantees in jurisdictions outside of the U.S.) to the extent that such Vice President of Organizational Effectiveness of Kimball International and the Vice President of Human Resources of Kimball Electronics deem such different

treatment to be equitable, necessary or advisable, based on the advice of counsel; (ii) the good faith determination of the employer or former employer, as applicable, of each Employee; (iii) errors in the timing of employment transfers; (iv) issues pertaining to immigration Law requirements; and (v) any other decisions regarding the employment, compensation and benefit arrangements of one or more individuals as are deemed equitable, necessary or advisable that are not otherwise contemplated by this Agreement.

ARTICLE III

TRANSFER/ASSIGNMENT OF EMPLOYEES

Section 3.1 Active Employees .

(a) Kimball Electronics Group Employees . Except as otherwise set forth in this Agreement, effective not later than immediately preceding the Effective Time, the employment of each Kimball Electronics Group Employee shall be continued by a member of the Kimball Electronics Group or shall be assigned and transferred to a member of the Kimball Electronics Group (in each case, with such member as determined by Kimball Electronics). Each of the Parties agrees to execute, and to seek to have the applicable employees execute, such documentation, if any, as may be necessary to reflect such assignments and transfers of employment and comply with Section 5.1 of the Distribution Agreement (No Solicit; No Hire).

(b) Kimball International Group Employees . Except as otherwise set forth in this Agreement, effective not later than immediately preceding the Effective Time, the employment of each Kimball International Group Employee shall be continued by a member of the Kimball International Group or shall be assigned and transferred to a member of the Kimball International Group (in each case as determined by Kimball International). Each of the Parties agrees to execute, and to seek to have the applicable employees execute, such documentation, if any, as may be necessary to reflect such assignments and transfers of employment and comply with Section 5.1 of the Distribution Agreement (No Solicit; No Hire).

(c) At-Will Status . Notwithstanding the above or any other provision of this Agreement, nothing in this Agreement shall create any obligation on the part of any member of the Kimball International Group or any member of the Kimball Electronics Group to (i) continue the employment of any Employee or permit the return from a leave of absence for any period following the date of this Agreement or the Effective Time (except as required by applicable Law) or (ii) change the employment status of any Employee from “ at will, ” to the extent such Employee is an “ at will ” employee under applicable Law.

(d) Severance . The Parties acknowledge and agree that the Distribution and the assignment, transfer or continuation of the employment of Employees as contemplated by this Section 3.1 shall not be deemed a severance of employment of any Employee for purposes of this Agreement or any Benefit Plan or policy of any member of the Kimball International Group or any member of the Kimball Electronics Group.

(e) Not a Change of Control/Change in Control . The Parties acknowledge and agree that neither the consummation of the Distribution nor any transaction in connection with the Distribution shall be deemed a “ change of control, ” “ change in control, ” or term of similar import for purposes of any Kimball International Benefit Plan, Kimball Electronics Benefit Plan, Kimball International Equity Plan or Kimball Electronics Equity Plan, or any Kimball International or Kimball Electronics policy or agreement.

(f) Payroll and Related Taxes . With respect to the portion of the tax year occurring prior to the day immediately following the Effective Time, Kimball International will (i) be responsible for all payroll obligations, tax withholding and reporting obligations and (ii) furnish a Form W-2 or similar earnings statement to all Kimball Electronics Group Employees for such period. With respect to the remaining portion of such tax year, Kimball Electronics will (i) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding Kimball Electronics Group Employees and (ii) furnish a Form W-2 or similar earnings statement to all Kimball Electronics Group Employees. Following the Effective Time, Kimball International will, to the extent provided in the Transition Services Agreement, provide payroll obligations,

tax withholding and reporting obligations in accordance with the terms of the Transition Services Agreement. With respect to each Kimball Electronics Group Employee, Kimball International and Kimball Electronics shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (a) treat Kimball Electronics (or the applicable Kimball Electronics Entity) as a “ successor employer ” and Kimball International (or the applicable Kimball International Entity) as a “ predecessor , ” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of Taxes imposed under the United States Federal Insurance Contributions Act, as amended (“ FICA ”), or the United States Federal Unemployment Tax Act, as amended (“ FUTA ”) and (b) file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to each such Kimball Electronics Group Employee for the tax year in which the Effective Time occurs, in a manner provided in Section 4.02(l) of Revenue Procedure 2004-53. Except to the extent otherwise administratively practicable, the collection of payroll taxes under FICA and FUTA will restart upon or following the Effective Time with respect to each Kimball Electronics Group Employee for the tax year during which the Effective Time occurs.

(g) Employment Agreements; Expatriate Obligations . Kimball shall assign, and Kimball Electronics will assume and honor, or will cause a Kimball Electronics Entity to assume and honor, and as otherwise required by applicable Law, any agreements to which any Kimball Electronics Group Employee is party with either any Kimball International Entity or any joint venture with a Kimball International Entity, including any (i) executive employment contract, (ii) retention, severance, or change in control agreement or (iii) expatriate (including any international assignee) contract or arrangement (including agreements and obligations regarding repatriation, relocation, equalization of Taxes and living standards in the host country). The Kimball Electronics Group Employees with such agreements under this Section 3.1(g) are set forth on Schedule 3.1(g) . To the extent that assignment of such agreements is not permitted, effective as of the Effective Time, each member of the Kimball Electronics Group shall be considered to be a successor to each member of the Kimball International Group for purposes of, and a third-party beneficiary with respect to, all such agreements.

Section 3.2 Employment Law Obligations .

(a) WARN . After the Effective Time, (i) Kimball International shall be responsible for providing any necessary WARN notice (and meeting any similar state Law notice requirements) with respect to any termination of employment of any Kimball International Group Employee and (ii) Kimball Electronics shall be responsible for providing any necessary WARN notice (and meeting any similar state Law notice requirements) with respect to any termination of employment of any Kimball Electronics Group Employee. The parties acknowledge that the contemplated transactions will not result or trigger any WARN notice.

(b) Compliance with Employment Laws . On and after the Effective Time, (i) each member of the Kimball International Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related Laws and requirements relating to the employment of Kimball International Group Employees and the treatment of any applicable Former Kimball International Group Employees in respect of their former employment, and (ii) each member of the Kimball Electronics Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related Laws and requirements relating to the employment of Kimball Electronics Group Employees and the treatment of any Former Kimball Electronics Group Employees in respect of their former employment.

Section 3.3 Employee Records .

(a) Sharing of Information . Subject to any limitations imposed by applicable Law, Kimball International and Kimball Electronics (acting directly or through members of the Kimball International Group or the Kimball Electronics Group, respectively) shall provide to the other and their respective agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement. The Parties also hereby agree to enter into any business associate arrangements that may be required for the sharing of any information pursuant to this Agreement to comply with the requirements of HIPAA.

(b) Transfer of Personnel Records and Authorization . Subject to any limitation imposed by applicable Law, as of the Effective Time or as soon as administratively practicable thereafter, Kimball International shall transfer and assign to Kimball Electronics all personnel records, all immigration documents, including I-9 forms and work authorizations, all payroll deduction authorizations and elections, whether voluntary or mandated by Law, including but not limited to W-4 forms and deductions for benefits under the applicable Kimball Electronics Benefit Plan and all absence management records, Family and Medical Leave Act records, insurance beneficiary designations, flexible spending account enrollment confirmations, attendance, and return to work information relating to or maintained for Kimball Electronics Group Employees, and for any Former Kimball Electronics Group Employees who participate in Kimball Electronics Benefit Plans (“ Benefit Management Records ”). Subject to any limitations imposed by applicable Law, Kimball International, however, may retain originals of, copies of, or access to personnel records, immigration records, payroll forms and Benefit Management Records as long as necessary to provide services to Kimball Electronics (acting on its behalf pursuant to the Transition Services Agreement between the Parties entered into as of the date of this Agreement) or otherwise as required by applicable Law. Kimball Electronics will use personnel records, payroll forms and Benefit Management Records for lawful purposes only. It is understood that following the Effective Time, Kimball International records so transferred and assigned may be maintained by Kimball Electronics (acting directly or through one of its Subsidiaries) pursuant to Kimball Electronics’ applicable records retention policy.

(c) Access to Records . To the extent not inconsistent with this Agreement and any applicable privacy protection Laws or regulations or Privacy Contracts, reasonable access to Employee-related records after the Effective Time will be provided to members of the Kimball International Group and members of the Kimball Electronics Group pursuant to the terms and conditions of Section 7.3 of the Distribution Agreement. In addition, notwithstanding anything to the contrary, Kimball Electronics shall provide Kimball International with reasonable access to those records necessary for its administration of any Benefit Plans or programs, or employment and compensation matters, on behalf of Kimball International Group Employees and Former Kimball International Group Employees after the Effective Time as permitted by any applicable privacy protection Laws or regulations or Privacy Contracts. Kimball International shall also be permitted to retain copies of all restrictive covenant agreements with any Kimball Electronics Group Employee in which any member of the Kimball International Group has a valid business interest. In addition, Kimball International shall provide Kimball Electronics with reasonable access to those records necessary for its administration of any Benefit Plans or programs, or employment and compensation matters, on behalf of Kimball Electronics Group Employees or Former Kimball Electronics Group Employees after the Effective Time as permitted by any applicable privacy protection Laws or regulations or Privacy Contracts. Kimball Electronics shall also be permitted to retain copies of all restrictive covenant agreements with any Kimball International Group Employee or Former Kimball International Group Employee in which any member of the Kimball Electronics Group has a valid business interest.

(d) Maintenance of Records . With respect to retaining, destroying, transferring, sharing, copying and permitting access to all Employee-related information, Kimball International and Kimball Electronics shall comply with all applicable Laws, regulations and internal policies, and shall indemnify and hold harmless each other from and against any and all Liability, claims, actions, and damages that arise from a failure (by

the indemnifying party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations, Privacy Contracts and internal policies applicable to such information.

(e) Confidentiality . Except as otherwise set forth in this Agreement, all records and data relating to Employees shall, in each case, be subject to the confidentiality provisions of the Distribution Agreement and any other applicable agreement and applicable Law, and the provisions of this Section 3.3 shall be in addition to, and not in derogation of, the provisions of the Distribution Agreement governing confidential information, including Section 7.6 of the Distribution Agreement.

(f) Cooperation . Each Party shall use commercially reasonable efforts to cooperate to share, retain, and maintain data and records that are necessary or appropriate to further the purposes of this Section 3.3 and for each Party to administer its respective Benefit Plans to the extent consistent with this Agreement and applicable Law, and each Party agrees to cooperate as long as is reasonably necessary to further the purposes of this Section 3.3. No Party shall charge another Party a fee for such cooperation.

(g) Labor Relations . To the extent required by applicable Law or any agreement with a labor union, works council or similar employee organization, Kimball Electronics shall provide notice, engage in consultation and take any similar action which may be required on its part in connection with the Distribution and shall fully indemnify Kimball International against any Liabilities arising from its failure to comply with such requirements.

ARTICLE IV

EQUITY AND EQUITY-BASED COMPENSATION

Section 4.1 General Principles .

(a) Kimball International and Kimball Electronics shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this Article IV, including, to the extent practicable, providing written notice or similar communication to each Employee who holds one or more awards granted under the Kimball International Equity Plan informing such Employee of (i) the actions contemplated by this Article IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the Kimball International Equity Plan during which time awards may not be exercised or settled, as the case may be.

(b) Following the Effective Time, a grantee who has outstanding equity-based awards under the Kimball International Equity Plan and/or replacement equity-based awards under the Kimball Electronics Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Effective Time for purposes of (i) vesting and (ii) determining the date of termination of employment as it applies to any such award; provided, that this Section 4.1(b) shall not govern adjustments made to the Kimball International PSAs under Section 4.2 hereof.

(c) No award described in this Article IV, whether outstanding or to be issued, adjusted, substituted or cancelled by reason of or in connection with the Distribution, shall be adjusted, settled, cancelled, or exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence.

(d) The adjustment or conversion of Kimball International PSAs shall be effected in a manner that is intended to avoid the imposition of any accelerated, additional, penalty or other Taxes on the holders thereof pursuant to Section 409A of the Code.

Section 4.2 Performance Share Awards . The number of Kimball International Common Shares underlying each Kimball International PSA held by a Kimball International Group Employee or Former

Kimball International Group Employee immediately prior to the Effective Time shall remain a Kimball International PSA and be adjusted as of the Distribution Date by dividing such shares by the Kimball International Ratio, with the result rounded up to the extent it includes a fractional share; and the number of Kimball International Common Shares underlying each Kimball International PSA held by a Kimball Electronics Group Employee or Former Kimball Electronics Group Employee immediately prior to the Effective Time shall be converted as of the Distribution Date into a Kimball Electronics PSA and adjusted by dividing such shares by the Kimball Electronics Ratio, with the result rounded up to the extent it includes a fractional share. . The terms and conditions to which the (i) Kimball International PSAs are subject shall be substantially the same terms and conditions before and after the Effective Time; and (ii) Kimball Electronics PSAs are subject shall be substantially similar to the terms and conditions applicable to the corresponding Kimball International PSA immediately prior to the Effective Time; provided, however, that the calculations of performance will be adjusted to appropriately reflect the Transaction. Exhibit A attached hereto contains the methodology applicable to such calculations and adjustments.

Section 4.3 Section 16(b) of the Exchange Act . By approving the adoption of this Agreement, the respective Boards of Directors of each of Kimball International and Kimball Electronics intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity awards by directors and officers of each of Kimball International and Kimball Electronics.

Section 4.4 Liabilities for Settlement of Awards .

(a) Settlement of Outstanding Kimball International PSAs . Kimball International shall be responsible for all Liabilities associated with Kimball International PSAs, including any share delivery, registration or other obligations related to the settlement of the Kimball International PSAs.

(b) Settlement of Outstanding Kimball Electronics PSAs . Kimball Electronics shall be responsible for all Liabilities associated with Kimball Electronics PSAs including any share delivery, registration or other obligations related to the settlement of the Kimball Electronics PSAs.

Section 4.5 Form S-8 . As soon as reasonably practicable and subject to applicable Law, Kimball Electronics shall prepare and file with the Securities Exchange Commission a registration statement on Form S-8 (or another appropriate form) registering under the Securities Act the offering of a number of Kimball Electronics Common Shares at a minimum equal to the number of shares subject to the Kimball Electronics 401(k) Plan, Kimball Electronics PSAs and the Kimball International 401(k) Plan. Kimball Electronics shall use commercially reasonable efforts to cause any such registration statement to be kept effective (and the current status of the prospectus or prospectuses required thereby to be maintained).

Section 4.6 Tax Reporting and Withholding for Equity-Based Awards . Unless otherwise required by applicable Law, Kimball International (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, payment on account or other tax reporting related to income of or otherwise owed by Kimball International Group Employees or Former Kimball International Group Employees from equity-based awards, and Kimball Electronics (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, payment on account or other tax reporting related to or otherwise owed on income of Kimball Electronics Group Employees from equity-based awards. Similarly, Kimball International will be responsible for all income, payroll, fringe benefit, payment on account or other tax reporting related to or otherwise owed on income of its non-employee directors from equity-based awards, and Kimball Electronics will be responsible for any income, payroll, fringe benefit, payment on account or other tax reporting related to income of or otherwise owed by its non-employee directors from equity-based awards. Further, Kimball International (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Kimball International Group Employees to each applicable taxing authority, and Kimball Electronics (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and

related payments for Kimball Electronics Group Employees to each applicable taxing authority; provided, however, that to the extent necessary (and permissible) to effectuate the foregoing, either Kimball International or Kimball Electronics may act as agent for the other company by remitting amounts withheld in the form of shares or in conjunction with an exercise transaction and related payments to an appropriate taxing authority.

Section 4.7 Cooperation . Each Party acknowledges and agrees to use commercially reasonable efforts to cooperate with each other and with third-party providers to effect withholding and remittance of Taxes, as well as required tax reporting, in a timely, efficient and appropriate manner to further the purposes of this Article IV and to administer all employee equity awards that are outstanding immediately following the Effective Time (including all such equity awards that are adjusted in accordance with this Article IV) to the extent consistent with this Agreement and applicable Law, for as long as is reasonably necessary to further the purposes of this Article IV. No Party shall charge another Party a fee for such cooperation.

ARTICLE V

BONUSES FOR KIMBALL ELECTRONICS GROUP EMPLOYEES

Section 5.1 Kimball International Bonus Plan Participation . As of the Effective Time, each Kimball Electronics Group Employee shall cease to participate in any Kimball International Benefit Plan (including, without limitation, the Kimball International Incentive Bonus Plan) that provides cash bonus or similar cash incentive opportunities (the “ Kimball International Bonus Plans ”), and from and after the Effective Time, the Kimball Electronics Group shall be solely responsible for providing cash bonus or similar cash incentive opportunities to Kimball Electronics Group Employees, in accordance with this Article V.

Section 5.2 Bonus Determination .

(a) With respect to any performance period under Kimball International Bonus Plans that has not been completed on or prior to the Effective Time, the Kimball Electronics Group shall provide each Kimball Electronics Group Employee with a cash bonus or similar cash incentive opportunity that is equivalent to the cash bonus or similar cash incentive opportunity which could have been earned under the applicable Kimball International Bonus Plan for such incomplete performance period. As soon as practicable following the Effective Time, Kimball International shall transfer to Kimball Electronics and Kimball Electronics shall assume, the accrued Liability related to the Kimball International Bonus Plans for each Kimball Electronics Group Employee for the portion of the applicable performance period beginning on the first day of the applicable performance period and ending on the Effective Time. For purposes of determining the amount of the accrued Liability to be transferred to and assumed by Kimball Electronics, the applicable performance criteria shall be measured by Kimball International in accordance with the terms of the applicable Kimball International Bonus Plans for the portion of the applicable performance period up to the Effective Time and based on the fiscal year 2015 year-to-date Kimball International financial results as of the Effective Time.

(b) The Kimball Electronics Group shall determine individual Kimball Electronics Group Employee bonus or similar cash incentive amounts, by allocating any applicable aggregate bonus pool as if such bonus pool were being paid under the terms of the applicable Kimball International Bonus Plan, taking into account individual performance criteria as determined by the Kimball Electronics Group in its reasonable discretion. Following such determination, the Kimball Electronics Group shall pay each Kimball Electronics Group Employee the applicable bonus amounts in the same form and on the same timing that each Kimball Electronics Group Employee would have received such bonus or similar short-term cash incentive amount under the terms of the Kimball International Bonus Plans had the Distribution not occurred.

ARTICLE VI

U.S. TAX-QUALIFIED DEFINED CONTRIBUTION PLAN

Section 6.1 Establishment of the Kimball Electronics 401(k) Plan . No later than the Effective Time, Kimball Electronics shall have established a defined contribution plan that is intended to meet the requirements of Sections 401(a) and 401(k) of the Code and a related trust that is intended to meet the requirements of Section 501(a) of the Code for the benefit of Kimball Electronics Group Employees (but not Former Kimball Electronics Group Employees, who will continue to be participants in the Kimball International 401(k) Plan) who prior to the Effective Time participated in the Kimball International 401(k) Plan (“ Kimball Electronics 401(k) Plan ”). Kimball Electronics shall be responsible for taking all necessary, reasonable, and appropriate action to establish, maintain, and administer the Kimball Electronics 401(k) Plan so that it is qualified under Sections 401(a) and 401(k) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. Kimball Electronics (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the Kimball Electronics 401(k) Plan.

Section 6.2 Transfer of Kimball International 401(k) Plan Assets . Not later than sixty (60) days following the Effective Time (or such later time as mutually agreed by the Parties), Kimball International shall cause the accounts (including any outstanding loan balances) in the Kimball International 401(k) Plan attributable only to Kimball Electronics Group Employees (the “ Kimball Electronics 401(k) Plan Participants ”) and all of the assets in the Kimball International 401(k) Plan related thereto to be transferred to the Kimball Electronics 401(k) Plan, and Kimball Electronics shall cause the Kimball Electronics 401(k) Plan to accept such transfer of accounts and underlying assets and, commencing as of the date of such transfer, to assume and to fully perform, pay, and discharge, all obligations of the Kimball International 401(k) Plan relating to the accounts of the Kimball Electronics 401(k) Plan Participants (to the extent the assets related to those accounts are actually transferred from the Kimball International 401(k) Plan to the Kimball Electronics 401(k) Plan). Assets invested in the Kimball International 401(k) Plan in investment funds that will be replicated in the Kimball Electronics 401(k) Plan shall, unless otherwise agreed by the Parties, be transferred in kind, and assets invested in investment funds that will not be replicated in the Kimball Electronics 401(k) Plan shall be mapped into new investment funds that will be established for such purpose. The foregoing transfer of assets and liabilities from the Kimball International 401(k) Plan to the Kimball Electronics 401(k) Plan shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.

Section 6.3 Treatment of Kimball Electronics Common Shares and Kimball International Common Shares .

(a) Kimball Electronics Common Share Fund; Kimball Electronics Common Shares Held in Kimball International 401(k) Plan Accounts . The Kimball Electronics 401(k) Plan will provide, effective as of the Effective Time: (i) for the establishment of a Kimball Electronics Common Share Fund; (ii) that such Kimball Electronics Stock Fund shall receive a transfer of and hold all Kimball Electronics Common Shares distributed in connection with the Distribution in respect of Kimball International Common Shares held in Kimball International 401(k) Plan accounts of Kimball Electronics 401(k) Plan Participants; and (iii) that, following the Effective Time, contributions made by or on behalf of such Kimball Electronics 401(k) Plan Participants may be allocated to the Kimball Electronics Common Share Fund. Kimball Electronics Common Shares distributed in connection with the Distribution in respect of Kimball International Common Shares held in Kimball International 401(k) Plan accounts of Kimball International Group Employees, Former Kimball International Group Employees, or Former Kimball Electronics Group Employees who participate in the Kimball International 401(k) Plan (the “ Kimball International 401(k) Plan Participants ”) shall be deposited in a Kimball Electronics Common Share Fund under the Kimball International 401(k) Plan, and Kimball International 401(k) Plan Participants will be prohibited from increasing their holdings in such

Kimball Electronics Common Share Fund under the Kimball International 401(k) Plan and may elect to liquidate their holdings in such Kimball Electronics Common Share Fund and invest those monies in any other investment fund offered under the Kimball International 401(k) Plan. Any Kimball Electronics Common Shares held in Kimball International 401(k) Plan accounts of Kimball Electronics Group Employees shall be transferred in kind to the trust underlying the Kimball Electronics 401(k) Plan pursuant to Section 6.2 of this Agreement.

(b) Kimball International Common Shares in Kimball International 401(k) Plan Accounts . Without limiting the generality of the provisions of Section 6.2, Kimball International Common Shares held in Kimball International 401(k) Plan accounts of Kimball International 401(k) Plan Participants prior to the Effective Time shall be transferred in kind to a Kimball International Common Share Fund under the Kimball Electronics 401(k) Plan pursuant to Section 6.2 of this Agreement. Kimball Electronics 401(k) Plan Participants will be prohibited from increasing their holdings in Kimball International Common Shares under such Kimball International Common Share Fund and may elect to liquidate their holdings in such Kimball International Common Share Fund and invest those monies in any other investment fund offered under the Kimball Electronics 401(k) Plan.

Section 6.4 Tax Qualified Status . Kimball Electronics will take all steps and make any necessary filings with the IRS to establish and maintain the Kimball Electronics 401(k) Plan so that such plan is qualified under Sections 401(a) and 401(k) of the Code and the related trust is tax-exempt under Section 501(a) of the Code, including applying for and obtaining a favorable determination letter from the IRS as to such qualification. Furthermore, prior to the Section 6.2 transfer of Kimball International 401(k) Plan assets, Kimball International and Kimball Electronics (each acting directly or through their respective Affiliates) shall, as and to the extent required, file IRS Form 5310‑A regarding the transfer of assets and liabilities from the Kimball International 401(k) Plan to the Kimball Electronics 401(k) Plan as contemplated by this Article VI.

ARTICLE VII

U.S. SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

Section 7.1 Kimball Electronics SERP .

(a) Establishing Kimball Electronics SERP . As of the Transferred Group Adoption Date, Kimball Electronics shall have established and adopted a supplemental employee retirement plan for its key employees (collectively, the “ Kimball Electronics SERP ”) to provide each Kimball Electronics Group Employee who was a participant in the Kimball International SERP as of immediately prior to the Effective Time (each, an “ Kimball Electronics SERP Participant ”) benefits following the Effective Time substantially similar to those provided with respect to such person under the Kimball International SERP as of immediately prior to the Effective Time. As of the Effective Time, the Kimball Electronics Group Employees shall no longer participate in the Kimball International SERP; however, Former Kimball Electronics Group Employees will continue to participate in the Kimball International SERP. The Parties agree that for purposes of the Kimball International SERP, a Kimball Electronics SERP Participant shall not be considered to have incurred a separation of service as determined under the general rules of Section 409A of the Code as a result of the Distribution or the transfer of employment or service from Kimball International (or a Kimball International Entity) to Kimball Electronics (or a Kimball Electronics Entity), and such employment or service shall only be considered to terminate for purposes of the Kimball Electronics SERP when the employment or service of such Kimball Electronics SERP Participant with the Kimball Electronics Group terminates in accordance with the terms of the Kimball Electronics SERP and applicable Laws (including, without limitation Section 409A of the Code).

(b) Liability and Responsibility . The Liabilities in respect of Kimball Electronics SERP Participants under the Kimball International SERP shall be assumed by Kimball Electronics as sponsor of

the Kimball Electronics SERP, effective as of the Effective Time. Kimball Electronics shall have sole responsibility for the administration of the Kimball Electronics SERP and the payment of benefits thereunder to or on behalf of Kimball Electronics Group Employees, and no member of the Kimball International Group shall have any liability or responsibility therefor. Kimball International shall have sole responsibility for the administration of the Kimball International SERP and the payment of benefits thereunder to or on behalf of Kimball International Group Employees, Former Kimball International Group Employees, and Former Kimball Electronics Group Employees, and no member of the Kimball Electronics Group shall have any liability or responsibility therefor.

ARTICLE VIII

U.S. WELFARE PLAN

Section 8.1 Establishment of Kimball Electronics Welfare Plan . Following the Effective Time and prior to the Kimball Electronics Welfare Plan Implementation Date, Kimball Electronics shall establish and adopt the Kimball Electronics Welfare Plan that will provide welfare benefits, effective as of January 1, 2015, (the “ Kimball Electronics Welfare Plan Implementation Date ”), to each Kimball Electronics Group Employee or Former Kimball Electronics Group Employee who is a participant in the Kimball International Welfare Plan (and their eligible spouses and dependents, as the case may be) (collectively, the “ Kimball Electronics Welfare Plan Participants ”) under terms and conditions that are similar to the Kimball International U.S. Welfare Plan. The Parties may accelerate the Kimball Electronics Welfare Plan Implementation Date. Coverage and benefits under the Kimball Electronics Welfare Plan shall then be provided to the Kimball Electronics Welfare Plan Participants on an uninterrupted basis under the newly established Kimball Electronics Welfare Plan which shall contain similar benefit provisions as in effect under the corresponding Kimball International Welfare Plan immediately prior to the Effective Time. Kimball Electronics Welfare Plan Participants shall cease to be eligible for coverage under the Kimball International Welfare Plan on the Kimball Electronics Welfare Plan Implementation Date with respect to the Kimball International Welfare Plan affected on such date. For the avoidance of doubt, Kimball Electronics Welfare Plan Participants shall not participate in any Kimball International Welfare Plan after the time set forth in the immediately preceding sentence, and Kimball International Group Employees and Former Kimball International Group Employees shall not participate in the Kimball Electronics Welfare Plan at any time.

Section 8.2 Transitional Matters Under Kimball Electronics Welfare Plans; Treatment of Claims Incurred .

(a) Liability for Claims . With respect to unpaid covered claims that are either incurred but not processed or that are incurred but unreported prior to the Effective Time by any Kimball Electronics Welfare Plan Participant under the Kimball International Welfare Plan, including claims that are self-insured and claims that are fully insured through third-party insurance, Kimball Electronics shall assume and be responsible for the payment for such claims or shall cause such Kimball Electronics Welfare Plan to fully perform, pay and discharge all such claims, as the case may be. No Kimball International Entity shall be responsible for any Liability with respect to any such claims.

(i) Claims Incurred . For purposes of this Section 8.2(a), a claim or expense is deemed to be incurred (A) with respect to medical (including continuous hospitalization), dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or expense; (B) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or expense; and (C) with respect to long-term disability benefits, upon the date of an individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or expense.

(b) Credit for Deductibles and Other Limits . With respect to each Kimball Electronics Welfare Plan Participant, Kimball Electronics and Kimball International shall use reasonable efforts to agree that the

Kimball Electronics Welfare Plans will give credit for the plan year in which the Effective Time occurs for any amount paid, number of services obtained or provider visits by such Kimball Electronics Welfare Plan Participant toward deductibles, out-of-pocket maximums, limits on number of services or visits, or other similar limitations to the extent such amounts are taken into account under the comparable Kimball International Welfare Plan. For purposes of any life-time maximum benefit limit payable to a Kimball Electronics Welfare Plan Participant under any Kimball Electronics Welfare Plan, the Kimball Electronics Welfare Plan will recognize any expenses paid or reimbursed by the Kimball International Welfare Plan with respect to such participant prior to the Effective Time to the same extent such expense payments or reimbursements would be recognized in respect of an active plan participant under the Kimball International Welfare Plan.

(c) COBRA . Kimball International shall be responsible for administering compliance with the group health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA and the corresponding provisions of the Kimball International Welfare Plan with respect to Kimball Electronics Group Employees and Former Kimball Electronics Group Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Kimball International Welfare Plan prior to the Kimball Electronics Welfare Plan Implementation Date, subject to Kimball Electronics’ obligation to reimburse Kimball International for the cost of such administration under the Transition Services Agreement and coverage under the Kimball International Welfare Plan. At and after the Kimball Electronics Welfare Plan Implementation Date, Kimball Electronics shall assume all requirements with respect to COBRA and the certificate of creditable coverage requirements under HIPAA with respect to all Kimball Electronics Group Employees and Former Kimball Electronics Group Employees.

(d) Employees on Leave . As of the Effective Time, Kimball Electronics shall assume and satisfy all Liabilities with respect to any Kimball Electronics Group Employee who is, as of the Effective Time, on vacation or other approved leave of absence, whether paid or unpaid (including leave under FMLA or corresponding state Law, disability, workers’ compensation leave, military leave and other approved leave, including Liabilities for salary continuation, paid leave or continuing Benefit Plans). Notwithstanding the foregoing, any individual residing in California who would have become a Kimball Electronics Group Employee as of the Effective Time but was on an approved leave of absence at the Effective Time shall become a Kimball Electronics Group Employee following the conclusion of his or her approved leave.

Section 8.3 Continuity of Benefits, Benefit Elections and Beneficiary Designations .

(a) Benefit Elections and Designations . As of the first day of the month after the month in which the Distribution occurs, or if later, the Kimball Electronics Welfare Plan Implementation Date (or such other date provided for under Section 8.3(b)), Kimball Electronics shall cause the Kimball Electronics Welfare Plan to recognize and give effect to all elections and designations (including all coverage and contribution elections and beneficiary designations) made by each Kimball Electronics Welfare Plan Participant under, or with respect to, the annual enrollment conducted on behalf of the Kimball Electronics Welfare Plan by Kimball International. Notwithstanding the foregoing, nothing in this Section 8.3(a) will prohibit Kimball Electronics from soliciting or causing the solicitation of new election forms or beneficiary designations from Kimball Electronics Welfare Plan Participants to be effective under the Kimball Electronics Welfare Plan as of January 1, 2015.

(b) Employer Non-elective Contributions . As of immediately after the relevant Kimball Electronics Welfare Plan Implementation Date, Kimball Electronics shall cause any Kimball Electronics Welfare Plan that constitutes a “cafeteria plan” under Section 125 of the Code to recognize and give effect to all non-elective employer contributions credited toward coverage of a Kimball Electronics Welfare Plan Participant under the corresponding Kimball International Welfare Plan that is a cafeteria plan under Section 125 of the Code for the applicable plan year.

(c) Waiver of Conditions or Restrictions . Unless prohibited by applicable Law, the Kimball Electronics Welfare Plan will waive all limitations, exclusions, service conditions, waiting period limitations or evidence of insurability requirements that would otherwise be applicable to the Kimball Electronics Welfare Plan Participant following the Effective Time to the extent that such Employee had previously satisfied such limitation under the corresponding Kimball International Welfare Plan.

(d) Health Savings Accounts . Pursuant to Section 8.1, on or prior to the relevant Kimball Electronics Welfare Plan Implementation Date, Kimball Electronics shall, or shall cause another Kimball Electronics Entity to, establish and adopt the Kimball Electronics Welfare Plan and will coordinate with a health savings account custodian to make available a health savings account option for eligible Kimball Electronics Welfare Plan Participants which will provide health savings account benefits to eligible Kimball Electronics Welfare Plan Participants similar to the benefits provided to eligible participants in the health savings plan option of the Kimball International Welfare Plan. The health savings account made available in connection with the Kimball Electronics Welfare Plan shall, to the extent permissible under applicable IRS regulations, be effective as of the relevant Kimball Electronics Welfare Plan Implementation Date.

Section 8.4 Insurance Contracts . To the extent any Kimball International Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, Kimball International and Kimball Electronics will cooperate and use their commercially reasonable efforts to replicate such insurance contracts for Kimball Electronics (except to the extent changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Kimball International and Kimball Electronics for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 8.4.

ARTICLE IX

NON-U.S. BENEFIT PLANS

Section 9.1 Non-U.S. Retirement Plans .

(a) With respect to any Kimball International Benefit Plan covering non-U.S. Kimball Electronics Group Employees or Former Kimball Electronics Group Employees and which is a defined benefit or defined contribution retirement or pension plan, Kimball Electronics shall cause each such Kimball Electronics Group Employee or Former Kimball Electronics Group Employee, as applicable, to become covered by a corresponding Kimball Electronics Benefit Plan which is a defined benefit or defined contribution retirement or pension plan, effective as of the Effective Time or as soon as practicable thereafter. To the extent such coverage does not commence until following the Effective Time, Kimball Electronics shall indemnify Kimball International for any continued participation by such employee in the corresponding Kimball International Benefit Plan. Kimball International will reasonably cooperate with Kimball Electronics in complying with the immediately preceding sentence. The Parties have set forth on Schedule 9.1(a) a listing of those non-U.S. Kimball International retirement or pension plans in which Kimball Electronics Group Employees and Former Kimball Electronics Group Employees are known to participate. Schedule 9.1(a) may be updated by mutual written consent of Kimball International and Kimball Electronics at any time up to 60 days after the Effective Time.

(b) With respect to any Kimball Electronics Benefit Plan covering non-U.S. Kimball International Group Employees or Former Kimball International Group Employees and which is a defined benefit or defined contribution retirement or pension plan, Kimball International shall cause each such Kimball International Group Employee or Former Kimball International Group Employee, as applicable, to become covered by a corresponding Kimball International benefit plan which is a defined benefit or defined contribution retirement or pension plan, effective as of the Effective Time or as soon as practicable thereafter.

To the extent such coverage does not commence until following the Effective Time, Kimball International shall indemnify Kimball Electronics for any continued participation by such employee in the corresponding Kimball Electronics Benefit Plan. Kimball Electronics will reasonably cooperate with Kimball International in complying with the immediately preceding sentence. The Parties have set forth on Schedule 9.1(b) a listing of those non-U.S. Kimball Electronics retirement or pension plans in which Kimball International Group Employees and Former Kimball International Group Employees are known to participate. Schedule 9.1(b) may be updated by mutual written consent of Kimball International and Kimball Electronics at any time up to 60 days after the Effective Time.

Section 9.2 Non-U.S. Welfare Plans .

(a) Effective as of the Effective Time (or as soon as practicable thereafter), Kimball Electronics shall, or shall cause another Kimball Electronics Entity to, establish and adopt Kimball Electronics Welfare Plans for the benefit of each Kimball Electronics Group Employee or Former Kimball Electronics Group Employee who resides or works outside the United States that are substantially identical (to the extent practicable) to the welfare benefits that such Kimball Electronics Group Employee or Former Kimball Electronics Group Employee participated in immediately prior to the Effective Time. To the extent such coverage does not commence until following the Effective Time, Kimball Electronics shall indemnify Kimball International for any continued participation by such employee in the corresponding Kimball International Welfare Plan. Kimball International will reasonably cooperate with Kimball Electronics in complying with the immediately preceding sentence. The Parties have set forth on Schedule 9.2(a) a listing of non-U.S. Kimball International welfare plans in which Kimball Electronics Group Employees are known to participate (“ Non-U.S. Kimball International Welfare Plans ”). Schedule 9.2(a) may be updated by mutual written consent of Kimball International and Kimball Electronics at any time up to 60 days after the Effective Time.

(b) Effective as of the Effective Time (or as soon as practicable thereafter), Kimball International shall, or shall cause another Kimball International Entity to, establish and adopt Kimball International welfare plans for the benefit of each Kimball International Group Employee or Former Kimball International Group Employee who resides or works outside the United States that are substantially identical (to the extent practicable) to the welfare benefits that such Kimball International Group Employee or Former Kimball International Group Employee participated in immediately prior to the Effective Time. To the extent such coverage does not commence until following the Effective Time, Kimball International shall indemnify Kimball Electronics for any continued participation by such employee in the corresponding Kimball Electronics Welfare Plan. Kimball Electronics will reasonably cooperate with Kimball International in complying with the immediately preceding sentence. The Parties have set forth on Schedule 9.2(b) a listing of non-U.S. Kimball Electronics Welfare Plans in which Kimball International Group Employees are known to participate (“ Non-U.S. Kimball Electronics Welfare Plans ”). Schedule 9.2(b) may be updated by mutual written consent of Kimball International and Kimball Electronics at any time up to 60 days after the Effective Time.

ARTICLE X

WORKERS’ COMPENSATION AND UNEMPLOYMENT COMPENSATION

Section 10.1 Kimball Electronics Workers’ and Unemployment Compensation . Effective as of the Effective Time, the Kimball Electronics Entity employing each Kimball Electronics Group Employee shall have (and, to the extent it has not previously had such obligations, such Kimball Electronics Entity shall assume) the obligations for all claims and Liabilities relating to workers’ compensation and unemployment compensation benefits for all Kimball Electronics Group Employees employed by that Kimball Electronics Entity and for Former Kimball Electronics Group Employees relating to that Kimball Electronics Entity. Effective as of the Effective Time, Kimball Electronics, acting through the Kimball Electronics Group Entity employing each Kimball Electronics Group Employee, will be responsible for (a) obtaining and maintaining

workers’ compensation insurance, including providing all collateral required by the insurance carriers or state workers’ compensation bodies and (b) if not already in place establishing new or transferred unemployment insurance employer accounts, policies and claims handling contracts with the applicable government agencies.

Section 10.2 Kimball International Workers’ and Unemployment Compensation . Effective as of the Effective Time, the Kimball International Entity employing each Kimball International Group Employee shall have (and, to the extent it has not previously had such obligations, such Kimball International Entity shall assume) the obligations for all claims and Liabilities relating to workers’ compensation and unemployment compensation benefits for all Kimball International Group Employees and Former Kimball International Group Employees. Effective as of the Effective Time, the Kimball International Entity formerly employing each Kimball International Group Employee shall have (and, to the extent it has not previously had such obligations, such Kimball International Entity shall assume) the obligations for all claims and Liabilities relating to workers’ compensation and unemployment compensation benefits for all Former Kimball International Group Employees.

Section 10.3 Assignment of Contribution Rights . Kimball International will transfer and assign (or cause another member of the Kimball International Group to transfer and assign) to a member of the Kimball Electronics Group all rights to seek contribution or damages from any applicable third party (such as a third party who aggravates an injury to a worker who makes a workers’ compensation claim) with respect to any workers’ compensation claim for which Kimball Electronics is responsible pursuant to this Article X. Kimball Electronics will transfer and assign (or cause another member of the Kimball Electronics Group to transfer and assign) to a member of the Kimball International Group all rights to seek contribution or damages from any applicable third party (such as a third party who aggravates an injury to a worker who makes a workers’ compensation claim) with respect to any workers’ compensation claim for which Kimball International is responsible pursuant to this Article X.

Section 10.4 Collateral . On and after the Effective Time, Kimball Electronics (acting directly or through a member of the Kimball Electronics Group) shall be responsible for providing all collateral required by insurance carriers or state workers’ compensation bodies in connection with workers’ compensation insurance or claims for which Liability is allocated to the Kimball Electronics Group under this Article X. Kimball International (acting directly or through a member of the Kimball International Group) shall be responsible for providing all collateral required by insurance carriers or state workers’ compensation bodies in connection with workers’ compensation insurance or claims for which Liability is allocated to the Kimball International Group under this Article X.

Section 10.5 Cooperation . Kimball Electronics and Kimball International shall use commercially reasonable efforts to provide that workers’ compensation and unemployment insurance costs are not adversely affected for either of them by reason of the Distribution.

ARTICLE XI

SEVERANCE

Section 11.1 Severance Arrangements, Plans, Policies and Guidelines . Effective as of the Transferred Group Adoption Date, a Transferred Group Entity shall establish severance arrangements, plans, policies or guidelines to be effective as of the Effective Time (“ Kimball Electronics Severance Arrangements ”) under which Kimball Electronics Group Employees who, immediately prior to the Effective Time, are participants in any Kimball International severance arrangement, plan, policy or guideline, shall be eligible to participate immediately following the Effective Time. Effective as of the Effective Time, either the Transferred Group Entity shall remain the plan sponsor of Kimball Electronics Severance Arrangements or Kimball Electronics shall or shall cause another Kimball Electronics Entity to assume the Kimball Electronics Severance Arrangements. Such Kimball Electronics Severance Arrangements will provide terms and conditions (including severance benefits) for Kimball Electronics Group Employees who are severed from the Kimball

Electronics Group following the Effective Time or Transfer Date, as the case may be, that are substantially similar to the terms and conditions (including severance benefits) provided under the applicable Kimball International severance arrangements, plans, policies and guidelines (excluding any change in control severance plans or contained in employment agreements) in which such Kimball Electronics Group Employees participated immediately prior to the Effective Time or such Transfer Date for a period not less than one year. For the avoidance of doubt, the Distribution and the assignment, transfer or continuation of the employment of Kimball Electronics Group Employees contemplated by Section 3.1 shall not be deemed a severance of employment for purposes of this Agreement and any Kimball International severance arrangements, plans, policies or guidelines, and effective as of the Effective Time, Kimball Electronics Group Employees shall not be eligible to receive any severance or other benefits under any Kimball International severance plans or policies.

ARTICLE XII

BENEFIT ARRANGEMENTS AND OTHER MATTERS

Section 12.1 Termination of Participation . Except as otherwise provided under this Agreement, effective as of immediately after the Effective Time, Kimball Electronics Group Employees shall not be eligible to participate in any Kimball International Benefit Plan.

Section 12.2 Accrued Time Off . Kimball Electronics shall recognize and assume all Liability for all unused vacation, holiday, sick leave, flex days, personal days and paid-time off and other time-off benefits with respect to Kimball Electronics Group Employees which accrued prior to the Effective Time and Kimball Electronics shall credit each Kimball Electronics Group Employee with such accrual; provided, however, all Liabilities shall be reduced, dollar for dollar, to the extent that Kimball International has made any payment related to any such unused vacation, holiday, sick leave, flex days, personal days and paid-time off and other time-off benefits with respect to Kimball Electronics Group Employees in accordance with applicable Law.

Section 12.3 Leaves of Absence . Kimball Electronics will continue to apply the same leave of absence policies applicable to inactive Kimball Electronics Group Employees who are on an approved leave of absence as of the Effective Time. Leaves of absence taken by Kimball Electronics Group Employees prior to the Effective Time shall be deemed to have been taken as employees of a member of the Kimball Electronics Group.

Section 12.4 Employee Restrictive Covenants . To the fullest extent permitted by the agreements described in this Section 12.4 and applicable Law, Kimball International shall assign, or cause an applicable member of the Kimball International Group to assign, to Kimball Electronics or a member of the Kimball Electronics Group, as designated by Kimball Electronics, all restrictive covenants (including confidentiality, inventions, non-competition and non-solicitation provisions) between a member of the Kimball International Group and a Kimball Electronics Group Employee, with such assignment to be effective as of the Effective Time. To the extent that assignment of such agreements is not permitted, effective as of the Effective Time, each member of the Kimball Electronics Group shall be considered to be a successor to each member of the Kimball International Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality, inventions, non-competition and non-solicitation provisions) between a member of the Kimball International Group and a Kimball Electronics Group Employee, such that each member of the Kimball Electronics Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Kimball Electronics Group; provided, however, that in no event shall Kimball International be permitted to enforce such restrictive covenant agreements against Kimball Electronics Group Employees for action taken in their capacity as employees of a member of the Kimball Electronics Group.

ARTICLE XIII

GENERAL PROVISIONS

Section 13.1 Preservation of Rights to Amend . The rights of each member of the Kimball International Group and each member of the Kimball Electronics Group to amend, waive, or terminate any Benefit Plan shall not be limited in any way by this Agreement.

Section 13.2 Confidentiality . Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith that is not otherwise public through no fault of such Party is confidential and is subject to the terms of the confidentiality provisions set forth herein and in the Distribution Agreement, including Section 3.3(e) of this Agreement and Section 7.6 of the Distribution Agreement.

Section 13.3 Administrative Complaints/Litigation . Except as otherwise provided in this Agreement, on and after the Effective Time, Kimball Electronics shall assume, and be solely liable for, the handling, administration, investigation, and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, and unemployment compensation claims asserted at any time against Kimball International or any member of the Kimball International Group by any Kimball Electronics Group Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Kimball Electronics Group after the Effective Time. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Kimball International Group Employees (or Former Kimball International Group Employees) and Kimball Electronics Group Employees (or Former Kimball Electronics Group Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Distribution Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.3.

Section 13.4 Reimbursement and Indemnification . Each Party agrees to reimburse the other Party, within 30 days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreement, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective Kimball International Benefit Plans and Kimball Electronics Benefit Plans as contemplated by this Agreement. All Liabilities retained, assumed, or indemnified against by Kimball Electronics pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by Kimball International pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Distribution Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Kimball Electronics Group to pay or reimburse to any member of the Kimball International Group any benefit-related cost item that a member of the Kimball Electronics Group has paid or reimbursed to any member of the Kimball International Group prior to the Effective Time; and (ii) no provision of this Agreement shall require any member of the Kimball International Group to pay or reimburse to any member of the Kimball Electronics Group any benefit-related cost item that a member of the Kimball International Group has paid or reimbursed to any member of the Kimball Electronics Group prior to the Effective Time.

Section 13.5 Costs of Compliance with Agreement . Except as otherwise provided in this Agreement, each Party shall pay its own expenses in fulfilling its obligations under this Agreement.

Section 13.6 Fiduciary Matters . Kimball International and Kimball Electronics each acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good-faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 13.7 Entire Agreement . This Agreement, together with the documents referenced herein (including the Distribution Agreement and the Benefit Plans), constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. To the extent any provision of this Agreement conflicts with the provisions of the Distribution Agreement, the provisions of this Agreement shall be deemed to control with respect to the subject matter hereof.

Section 13.8 Binding Effect; No Third-Party Beneficiaries; Assignment . This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon any third parties any remedy, claim, Liability, reimbursement, cause of action, or other right in excess of those existing without reference to this Agreement. Except as otherwise specified herein, nothing in this Agreement is intended to amend any Benefit Plan or affect the applicable plan sponsor’s right to amend or terminate any Benefit Plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, and no current or former Employee, officer, director, or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. This Agreement may not be assigned by any Party, except with the prior written consent of the other Parties.

Section 13.9 Amendment; Waivers . No change or amendment may be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties. Any Party may, at any time, (i) extend the time for the performance of any of the obligations or other acts of another Party, (ii) waive any inaccuracies in the representations and warranties of another Party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance by another Party with any of the agreements, covenants, or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by an authorized person of the Party to be bound thereby. No failure or delay on the part of any Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant, or agreement contained herein, nor shall any single or partial exercise of any such right preclude other or further exercises thereof or of any other right.

Section 13.10 Remedies Cumulative . All rights and remedies existing under this Agreement or the schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 13.11 Notices . All notices and other communications hereunder will be in writing and will be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or electronic transmission, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder will be

delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

To Kimball International:

Kimball International, Inc.

1600 Royal Street

Jasper, Indiana 47549

Attn: Julia E. Heitz Cassidy, General Counsel

Email: julie.heitz@kimball.com

To Kimball Electronics:

Kimball Electronics, Inc.

1205 Kimball Boulevard

Jasper, Indiana 47546

Attn: John H. Kahle, General Counsel

Email: john.kahle@kimballelectronics.com

Section 13.12 Counterparts . This Agreement, including the schedules hereto and the other documents referred to herein, may be executed in multiple counterparts, each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.

Section 13.13 Severability . If any term or other provision of this Agreement or the schedules attached hereto is determined by a non-appealable decision by a court, administrative agency, or arbitrator to be invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the court, administrative agency, or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 13.14 Governing Law . This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of Indiana, without regard to any conflicts of law provision or rule thereof that would result in the application of the Laws of any other jurisdiction.

Section 13.15 Dispute Resolution . The procedures for negotiation and binding arbitration set forth in Article VIII of the Distribution Agreement shall apply to any dispute, controversy or claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability, or validity hereof.

Section 13.16 Performance . Each of Kimball International and Kimball Electronics shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth

herein to be performed by any member of the Kimball International Group and any member of the Kimball Electronics Group, respectively. The Parties each agree to take such further actions and to execute, acknowledge, and deliver, or to cause to be executed, acknowledged, and delivered, all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.

Section 13.17 Construction . This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against any Party.

Section 13.18 Effect if Distribution Does Not Occur . Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Effective Time, this Agreement shall be of no further force and effect and shall be void ab initio.

Section 13.19 Code Sections 162(m) and 409A . Notwithstanding anything in this Agreement to the contrary, Kimball International and Kimball Electronics agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that (i) a federal income tax deduction for the payment of any award or other compensation is, to the extent prescribed under the terms of the applicable plan and award agreement, not limited by reason of Section 162(m) of the Code, and (ii) the treatment of any award or other compensation does not cause the imposition of a penalty tax under Section 409A of the Code.

Section 13.20 Settlor Prerogatives Regarding Plan Dispositions . Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be construed to require Kimball Electronics to maintain a Kimball Electronics Benefit Plan for a specific period of time, or into perpetuity, and further, nothing herein shall be construed to inhibit or otherwise interfere with Kimball Electronics’ ability to terminate a Kimball Electronics Benefit Plan, so long as the termination of a Kimball Electronics Benefit Plan that is intended to be qualified under Section 401(a) of the Code does not jeopardize the tax-qualified status of the Kimball Electronics Benefit Plan.

[Signature Page to follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names by a duly authorized officer as of the date first written above.



	KIMBALL INTERNATIONAL, INC.


By:	/s/ James C. Thyen
Name:	JAMES C. THYEN
Title:	Chief Executive Officer and President

	KIMBALL ELECTRONICS, INC.


By:	/s/ Donald D. Charron
Name:	DONALD D. CHARRON
Title:	Chairman and Chief Executive Officer

EXHIBIT A

EMPLOYEE MATTERS AGREEMENT

Calculations and Adjustments Relating to Performance Share Awards

Effective as of the Distribution Date (upon which date the Kimball Electronics shares will be electronically distributed by Computershare to all Kimball International shareholders of record (both Class A and B) shareholders of Kimball International) the following adjustments shall be made:


•	All Kimball International Group Employees and Kimball Electronics Group Employees with outstanding Kimball International APSAs and Kimball International LTPSAs will have such outstanding awards “equitably” adjusted going forward, based upon the following formula and examples (assuming an October 31, 2014 Distribution Date):


○	Per share value of Kimball International Common Shares prior to the Distribution Date: the weighted average closing price per share of the Kimball International Common Shares on the last five (5) Trading Days prior to the Distribution Date- for example:



Date	Volume	Closing Price	% of Total Trading Volume over 5 days	Weighted Average Price
Oct. 27	2,000	$15	20%	$3.00
Oct. 28	1,500	$16	15%	$2.40
Oct. 29	2,500	$17	25%	$4.25
Oct. 30	1,000	$18.50	10%	$1.85
Oct. 31	3,000	$20	30%	$6.00
Total	10,000			$17.50


○	Per share value of Kimball International Common Shares after the Distribution Date: the weighted average closing price per share of the Kimball International Common Shares on the first five (5) Trading Days after the Distribution Date- for example:



Date	Volume	Closing Price	% of Total Trading Volume over 5 days	Weighted Average Price
Nov. 3	2,000	$15	20%	$3.00
Nov. 4	1,500	$14	15%	$2.10
Nov. 5	2,500	$16	25%	$4.00
Nov. 6	1,000	$17	10%	$1.70
Nov. 7	3,000	$15	30%	$4.50
Total	10,000			$15.30


○	Per share value of Kimball Electronics Common Shares after the Distribution Date: the weighted average closing price per share of the Kimball Electronics Common Shares on the first five (5) days of Trading Days after the Distribution Date - for example:



Date	Volume	Closing Price	% of Total Trading Volume over 5 days	Weighted Average Price
Nov. 3	2,000	$10	20%	$2.00
Nov. 4	1,500	$9	15%	$1.35
Nov. 5	2,500	$11	25%	$2.75
Nov. 6	1,000	$12	10%	$1.20
Nov. 7	3,000	$10	30%	$3.00
Total	10,000			$10.30


•	Kimball Electronics employees would receive their remaining awards adjusted by approximately 1.70X ($17.50/$10.30)


•	Kimball International employees would receive their remaining awards adjusted by 1.14X ($17.50/$15.30)

Kimball International PSA agreements and Kimball Electronics PSA agreements will be modified so that future Kimball Electronics PSA and Kimball International PSA payouts (after the awards are adjusted as described above) will be based upon Kimball Electronics (in the case of Kimball Electronics Group Employees) and Kimball International (in the case of Kimball International Group Employees)

respective profit sharing % attainment and be granted with their respective publicly-traded shares, such that any grants in August 2015 under the carried-over agreements would be based upon Kimball Electronics (in the case of Kimball Electronics Group Employees) and Kimball International (in the case of Kimball International Group Employees) profits solely.

SCHEDULE 3.1(g)

EMPLOYEE MATTERS AGREEMENT

Employment Agreements ; Expatriate Obligations

Employment Agreement for Donald D. Charron

Employment Agreement for John H. Kahle

SCHEDULE 9.1(a)

EMPLOYEE MATTERS AGREEMENT

Non-U.S. Retirement Plans of Kimball International

In Which Non-U.S. Kimball Electronics Group Employees and

Former Kimball Electronics Group Employees Participate

None.

SCHEDULE 9.1(b)

EMPLOYEE MATTERS AGREEMENT

Non-U.S. Retirement Plans of Kimball Electronics

In Which Non-U.S. Kimball International Group Employees and

Former Kimball International Group Employees Participate

None.

SCHEDULE 9.2(a)

EMPLOYEE MATTERS AGREEMENT

Non-U.S. Kimball International Welfare Plans

In Which Kimball Electronics Group Employees and

Former Kimball Electronics Group Employees Participate

None.

SCHEDULE 9.2(b)

EMPLOYEE MATTERS AGREEMENT

Non-U.S. Kimball Electronics Welfare Plans

In Which Kimball International Group Employees and

Former Kimball International Group Employees Participate

None.

Exhibit 10.3

TRANSITION SERVICES AGREEMENT

by and between

Kimball International, Inc.

and

Kimball Electronics, Inc.

Dated as of October 31, 2014

TABLE OF CONTENTS



		Page

ARTICLE I DEFINITIONS			1

	Section 1.1	Definitions	1

ARTICLE II PERFORMANCE AND SERVICES			3

	Section 2.1	General	3
	Section 2.2	Additional Services	4
	Section 2.3	Service Requests	4
	Section 2.4	Access	4
	Section 2.5	Books and Records; Retention and Transfer of Materials and Service Recipient Data	5

ARTICLE III SERVICE QUALITY; INDEPENDENT CONTRACTOR			6

	Section 3.1	Service Quality	6
	Section 3.2	Independent Contractor; Assets	6
	Section 3.3	Uses of Services	7
	Section 3.4	Transition of Responsibilities	7
	Section 3.5	Disclaimer of Warranties: Force Majeure	7

ARTICLE IV FEES; PAYMENT			8

	Section 4.1	Fees	8
	Section 4.2	Taxes	8
	Section 4.3	Invoices and Payment	8
	Section 4.4	Timing of Payment; No Offsets	8
	Section 4.5	Non-Payment	9
	Section 4.6	Payment Disputes	9

ARTICLE V CONFIDENTIALITY			9

	Section 5.1	Confidentiality	9
	Section 5.2	Security	9

ARTICLE VI TERMINATION			10

	Section 6.1	Term	10
	Section 6.2	Option to Extend Term	10
	Section 6.3	Partial Termination	10
	Section 6.4	Termination of Entire Agreement	11
	Section 6.5	Procedures on Termination	11
	Section 6.6	Effect of Termination	11

ARTICLE VII INDEMNIFICATION AND DISPUTE RESOLUTION			11

	Section 7.1	Limitation of Liability	11
	Section 7.2	Indemnification by Kimball Electronics	12

TABLE OF CONTENTS

(continued)



		Page

	Section 7.3	Indemnification by Kimball International	12
	Section 7.4	Exclusive Remedy	12
	Section 7.5	Risk Allocation	13
	Section 7.6	Indemnification Procedures	13
	Section 7.7	Express Negligence	13
	Section 7.8	Dispute Resolution	13

ARTICLE VIII MISCELLANEOUS			13

	Section 8.1	Amendment and Modification	13
	Section 8.2	Waiver	13
	Section 8.3	Notices	13
	Section 8.4	Entire Agreement	14
	Section 8.5	No Third-Party Beneficiaries	14
	Section 8.6	Governing Law	14
	Section 8.7	Assignment	14
	Section 8.8	Severability	15
	Section 8.9	Execution in Counterparts	15
	Section 8.10	References; Interpretation	15
	Section 8.11	Successors and Assigns	15
	Section 8.12	Performance	15
	Section 8.13	No Public Announcement	15

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT dated October 31, 2014 (this “ Agreement ”), is between Kimball International, Inc., an Indiana corporation (“ Kimball International ”), and Kimball Electronics, Inc., an Indiana corporation (“ Kimball Electronics ”). Kimball International and Kimball Electronics are sometimes referred to herein individually as a “ Party ”, and collectively as the “ Parties ”.

W I T N E S S E T H

WHEREAS, Kimball International and Kimball Electronics are Parties to that certain Separation and Distribution Agreement dated as of the Distribution Date (the “ Separation Agreement ”).

WHEREAS, the Board of Directors of Kimball International has determined that it is in the best interests of Kimball International and its Share Owners to separate, pursuant to and in accordance with the Separation Agreement, Kimball International into two separate, publicly traded companies, with Kimball International to own and conduct, directly or indirectly, the Kimball International Business and Kimball Electronics to own and conduct, directly or indirectly, the Kimball Electronics Business (the “Separation”).

WHEREAS, in connection with the transactions contemplated by the Separation Agreement and in order to ensure a smooth transition following the Separation, each Party desires that the other Party provide, or cause its Affiliates or contractors to provide, certain transition services.

WHEREAS, it is the intent of the Parties that the Services be provided at cost, and therefore, the Fees set forth on Annex B and Annex C were calculated to reflect costs.

In consideration of the forgoing and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Unless otherwise defined herein, each capitalized term will have the meaning specified for such term in the Separation Agreement. As used in this Agreement:

“ Additional Services ” means the Additional Kimball International Services or the Additional Kimball Electronics Services, individually, or the Additional Kimball International Services and the Additional Kimball Electronics Services, collectively, as the context may indicate. Any Additional Services provided pursuant to this Agreement will be deemed to be “Services” under this Agreement.

“ Additional Kimball Electronics Service ” has the meaning set forth in Section 2.2(b) .

“ Additional Kimball International Service ” has the meaning set forth in Section 2.2(a) .

“ Agreement ” has the meaning set forth in the Preamble.

“ Authorized Representative ” means, for each Party, any of the individuals listed on Annex A under the name of such Party.

“ Availed Party ” has the meaning set forth in Section 5.2(a) .

“ Fees ” means the fees for a particular Service as set forth on Annex B or Annex C as the case may be.

“ Force Majeure Events ” has the meaning set forth in Section 3.5(b) .

“ Kimball Electronics ” has the meaning set forth in the Preamble.

“ Kimball Electronics Services ” means the Services generally described on Annex C and any other Service provided by Kimball Electronics or any of its Subsidiaries pursuant to this Agreement.

“ Kimball International ” has the meaning set forth in the Preamble.

“ Kimball International Services ” means the Services generally described on Annex B and any other Service provided by Kimball International or any of its Subsidiaries pursuant to this Agreement.

“ Materials ” has the meaning set forth in Section 2.5(a ).

“ Partial Termination ” has the meaning set forth in the Section 6.3(a) .

“ Party ” has the meaning set forth in the Preamble.

“ Payment Due Date ” has the meaning set forth in Section 4.4 .

“ Safety and Security Policies ” has the meaning set forth in Section 5.2(a) .

“ Separation ” has the meaning set forth in the Recitals.

“ Separation Agreement ” has the meaning set forth in the Recitals.

“ Service Provider ” means (a) in the case of Kimball International Services, Kimball International or any of its Subsidiaries providing a Kimball International Service hereunder, or (b) in the case of Kimball Electronics Services, Kimball Electronics or any of its Subsidiaries providing a Kimball Electronics Service hereunder.

“ Service Recipient ” means (a) in the case of Kimball International Services, Kimball Electronics or any of its Subsidiaries receiving a Kimball Electronics Service hereunder, or (b) in the case of Kimball Electronics Services, Kimball International or any of its Subsidiaries receiving a Kimball Electronics Service.

“ Service Recipient Data ” means all of the data and information owned and provided solely by the Service Recipient, or created by the Service Provider solely on behalf, or for the benefit, of the Service Recipient (including any such data and information created by the Service Provider or the Service Recipient using the Service Provider’s computer systems or software) in relation to the provision of the Services.

“ Service Term ” means the term for a particular Service as set forth on Annex B or Annex C , as the case may be.

“ Services ” means the Kimball International Services or the Kimball Electronics Services, individually, or the Kimball International Services and the Kimball Electronics Services, collectively, as the context may indicate.

“ Systems ” has the meaning set forth in Section 5.2(a) .

“ Term ” has the meaning set forth in Section 6.1 .

“ Term Extension ” has the meaning set forth in Section 6.2 .

ARTICLE II

PERFORMANCE AND SERVICES

Section 2.1 General .

(a) During the Term, and subject to the terms and conditions of this Agreement, Kimball International will use commercially reasonable efforts to provide, or cause to be provided, the Kimball International Services to Kimball Electronics and its Subsidiaries. The applicable Fee for each Kimball International Service will be the specified Fee for such Kimball International Service set forth on Annex B , and the applicable Service Term for each Kimball International Service will be the specified Service Term for such Kimball International Service set forth on Annex B , in each case, subject to adjustment for each Term Extension as provided in Section 6.2 . Notwithstanding anything to the contrary contained herein or on any Annex, Kimball International will have no obligation under this Agreement to: (i) operate the Kimball Electronics Business or any portion thereof (it being acknowledged and agreed by Kimball International and Kimball Electronics that providing the Kimball International Services will not be deemed to be operating the Kimball Electronics Business or any portion thereof); (ii) advance funds or extend credit to Kimball Electronics; (iii) hire new employees for the purpose of providing the Kimball International Services; (iv) provide Kimball International Services to any Person other than Kimball Electronics Group; or (v) implement systems, processes, technologies, plans or initiatives developed, acquired or utilized by Kimball International whether before or after the Distribution Date.

(b) During the Term, and subject to the terms and conditions of this Agreement, Kimball Electronics will use commercially reasonable efforts to provide, or cause to be provided, the Kimball Electronics Services to Kimball International and its Subsidiaries. The applicable Fee for each Kimball Electronics Service will be the specified Fee for such Kimball Electronics Service set forth on Annex C , and the applicable Service Term for each Kimball Electronics Service will be the specified Service Term for such Kimball Electronics Service set forth on Annex C , in each case, subject to adjustment for each Term Extension as provided in Section 6.2 . Notwithstanding anything to the contrary contained herein or on any Annex, Kimball Electronics will have no obligation under this Agreement to: (i) operate the Kimball International Business or any portion thereof (it being acknowledged and agreed by Kimball International and Kimball Electronics that providing the Kimball International Services will not be deemed to be operating the Kimball Electronics Business or any portion thereof); (ii) advance funds or extend credit to Kimball International; (iii) hire new employees for the purpose of providing the Kimball Electronics Services; (iv) provide Kimball Electronics Services to any Person other than Kimball International Group; or (v) implement systems,

processes, technologies, plans or initiatives developed, acquired or utilized by Kimball Electronics whether before or after the Distribution Date.

(c) Notwithstanding anything to the contrary in this Agreement, neither Kimball International nor Kimball Electronics (nor any of their respective Subsidiaries) will be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable Law, contract, license, sublicense, authorization, certification or permit.

Section 2.2 Additional Services .

(a) If Kimball Electronics reasonably determines that additional transition services (not listed on Annex B ) of the type previously provided by the Kimball International Group to the Kimball Electronics Business are necessary to conduct the Kimball Electronics Business, and Kimball Electronics or its Subsidiaries are not able to provide such services to the Kimball Electronics Business, then Kimball Electronics may provide written notice thereof to Kimball International. Upon receipt of such notice by Kimball International, if Kimball International is willing, in its sole discretion, to provide such additional service during the Term, the Parties will negotiate in good faith an amendment to Annex B setting forth the additional service (each such service an “ Additional Kimball International Service ”), the terms and conditions for the provision of such Additional Kimball International Service and the Fees payable by Kimball Electronics for such Additional Kimball International Service, such Fees to be determined on an arm’s-length basis with the intent that they reflect costs.

(b) If Kimball International reasonably determines that additional transition Services (not listed on Annex C ) of the type previously provided by the Kimball Electronics Group to the Kimball International Business are necessary to conduct the Kimball International Business, and Kimball International or its Subsidiaries are not able to provide such services to the Kimball International Business, then Kimball International may provide written notice thereof to Kimball Electronics. Upon receipt of such notice by Kimball Electronics, if Kimball Electronics is willing, in its sole discretion, to provide such additional service during the Term, the Parties will negotiate in good faith an amendment to Annex C setting forth the additional service (each such service an “ Additional Kimball Electronics Service ”), the terms and conditions for the provision of such Additional Kimball Electronics Service and the Fees payable by Kimball International for such Additional Kimball Electronics Service, such Fees to be determined on an arm’s-length basis with the intent that they reflect costs.

Section 2.3 Service Requests . Any requests by a Party to the other Party regarding the Services in writing or any modification or alteration to the provision of the Services must be made by an Authorized Representative (it being understood that the receiving Party will not be obligated to agree to any modification or alteration requested thereby). Notwithstanding anything to the contrary hereunder, each Party may avail itself of the remedies set forth in Section 6.4 without fulfilling the notice requirements of this Section 2.3 .

Section 2.4 Access .

(a) Subject to Section 5.2 , Kimball Electronics, at the reasonable request of Kimball International, will make available on a timely basis to Kimball International all information reasonably requested by Kimball International to enable it to provide the Kimball International Services. Kimball Electronics will give Kimball International and its Affiliates, employees, agents and representatives, as reasonably requested by Kimball

International, reasonable access, during regular business hours and at such other times as are reasonably required, to the premises of the Kimball Electronics Business for the purposes of providing the Kimball International Services.

(b) Subject to Section 5.2 , Kimball International, at the reasonable request of Kimball Electronics, will make available on a timely basis to Kimball Electronics all information reasonably requested by Kimball International to enable it to provide the Kimball Electronics Services. Kimball International will give Kimball Electronics and its Affiliates, employees, agents and representatives, as reasonably requested by Kimball Electronics, reasonable access, during regular business hours and at such other times as are reasonably required, to the premises of the Kimball International Business for the purposes of providing the Kimball Electronics Services.

Section 2.5 Books and Records; Retention and Transfer of Materials and Service Recipient Data.

(a) For a period of 12 months following termination of this Agreement, the Service Provider will retain all books, records, files, databases or computer software or hardware (including current and archived copies of computer files) (the “ Materials ”) with respect to matters relating to the Services provided to the Service Recipient hereunder that are in a form and contain a level of detail substantially consistent with the records retention policies of the Service Provider prior to the Distribution Date (unless any such Materials have been delivered to the Service Recipient or the Service Recipient otherwise has a copy of such Materials). The Service Provider will make such Materials available to the Service Recipient for its review, upon reasonable notice, at the Service Recipient’s expense, during regular business hours, including in order to verify disputed charges under Section 4.6 . If at any time during the 12-month period following the termination of this Agreement, the Service Recipient reasonably requests in writing that certain Materials be delivered to the Service Recipient, the Service Provider promptly will arrange for the delivery of the requested Materials in a form reasonably requested by the Service Recipient to a location specified by, and at the expense of, the Service Recipient. As promptly as practicable following the expiration of the Service Term (or earlier termination pursuant to Section 6.3 ) of a Service, the Service Provider will use commercially reasonable efforts to furnish to the Service Recipient, and assist in the transition of Materials belonging to the Service Recipient and relating to such Service as clearly identified by the Service Recipient.

(b) The Service Recipient Data will be and will remain the property of the Service Recipient. The Service Provider will use the Service Recipient Data solely to provide the Services to the Service Recipient as set forth herein and for no other purpose whatsoever. During the Term, the Service Provider will, to the extent reasonably practicable, promptly provide the Service Recipient Data to the Service Recipient upon the Service Recipient’s reasonable request and at the Service Recipient’s expense. As promptly as practicable following the termination or expiration of this Agreement for any reason, the Service Provider will use commercially reasonable efforts to deliver to the Service Recipient or destroy (and certify such destruction in writing if so requested by the Service Recipient), at Service Recipient’s option, all Service Recipient Data; provided , however , that the Service Provider will not be required to erase or destroy Service Recipient Data included in computer files stored securely by the Service Provider that are created during automatic system backups.

(c) Notwithstanding anything herein to the contrary, and subject to Section 5.1 , the Service Provider may retain copies of the Materials and the Service Recipient Data in accordance with policies and procedures implemented by the Service Provider to comply with applicable Law, professional standards or

reasonable business practice, including document retention policies as in effect from time to time and in accordance with past practices. Each Party will use commercially reasonable efforts to provide the other Party with notice of material modifications to its record retention policies in a timely manner.

ARTICLE III

SERVICE QUALITY; INDEPENDENT CONTRACTOR

Section 3.1 Service Quality .

(a) The Service Provider will perform the Services in a manner and quality that is substantially consistent with the Party’s past practice (including as to quantity) in performing the Services for the Business, and in any event in compliance with any terms or service levels set forth on the applicable Annex. The Service Recipient will use the Services in substantially the same manner and on substantially the same scale as they were used by such Party and its Affiliates in the past practice of the Business, prior to the Distribution Date.

(b) Each Party acknowledges and agrees that certain of the Services to be provided under this Agreement have been, and will continue to be provided (in accordance with this Agreement and the Annexes hereto) to the Kimball International Business or the Kimball Electronics Business, as applicable, by Third Parties designated by the Party responsible for providing such Services hereunder. To the extent so provided, the Party responsible for providing such Services will use commercially reasonable efforts to (i) cause such Third Parties to provide such Services under this Agreement and/or (ii) enable the Party seeking the benefit of such Services and its Subsidiaries to avail itself of such Services; provided , however , that if any such Third Party is unable or unwilling to provide any such Services, the Parties agree to use their commercially reasonable efforts to determine the manner, if any, in which such Services can best be provided (it being acknowledged and agreed that any costs or expenses to be incurred in connection with obtaining a Third Party to provide any such Services will be paid by the Party to which such Services are provided; provided that the Party responsible for providing such Services will use commercially reasonable efforts to communicate the costs or expenses expected to be incurred in advance of incurring such costs or expenses).

Section 3.2 Independent Contractor; Assets .

(a) The Parties are independent contractors. All employees and representatives of a Party and any of its Subsidiaries involved in providing Services will be under the exclusive direction, control and supervision of the Party or its Subsidiaries (or their subcontractors) providing such Services, and not of the Service Recipient. The Party or its Subsidiaries (or their subcontractors) providing the Services will be solely responsible for compensation of its employees, and for all withholding, employment or payroll taxes, unemployment insurance, workers’ compensation, and any other insurance and fringe benefits with respect to such employees. The Party or its Subsidiaries (or their subcontractors) providing the Services will have the exclusive right to hire and fire any of its employees in accordance with applicable Law. The Service Recipient will have no right to direct and control any of the employees or representatives of the Party or its Subsidiaries (or their subcontractors) providing such Services.

(b) All procedures, methods, systems, strategies, equipment, facilities and other resources used by a Party, any of its Subsidiaries or any Third Party service provider in connection with the provision of the Services hereunder will remain the property of such Party, its Subsidiaries or such service providers and, except as otherwise provided herein, will at all times be under the sole direction and control of such Party,

its Subsidiaries or such Third Party service provider. No license under any patents, know-how, trade secrets, copyrights or other rights is granted by this Agreement or any disclosure in connection with this Agreement by either Party.

Section 3.3 Uses of Services . The Service Provider will be required to provide the Services only to the Service Recipient and the Service Recipient’s Subsidiaries in connection with the Service Recipient’s operation of the Business. The Service Recipient may not resell any Services to any Person whatsoever or permit the use of such Services by any Person other than in connection with the operation of the Business in the ordinary course of business.

Section 3.4 Transition of Responsibilities . Each Party agrees to use commercially reasonable efforts to reduce or eliminate its and its Subsidiaries’ dependence on each Service as soon as is reasonably practicable. Each Party agrees to cooperate with the other Party to facilitate the smooth transition of the Services being provided to the Service Recipient by the Service Provider.

Section 3.5 Disclaimer of Warranties: Force Majeure .

(a) Except as expressly set forth in this Agreement: (i) each Party acknowledges and agrees that the other Party makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) each Party hereby expressly disclaims all warranties with respect to the Services to be provided hereunder, as further set forth immediately below.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER.

(b) Notwithstanding anything to the contrary contained in this Agreement, neither Party will be liable for any interruption, delay or failure to perform any obligation under this Agreement (but specifically excluding any inability or failure to pay for Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake or act of God, strikes, lockouts, labor shortages, failure of a Third Party to satisfy its contractual obligations, or any other similar cause (“ Force Majeure Events ”); provided , however , that the affected Party promptly notifies the other Party, in writing, upon learning of the occurrence of the Force Majeure Event. Subject to compliance with the foregoing, a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event and, upon the cessation of the Force Majeure Event, such Party will use commercially reasonable efforts to resume promptly its performance hereunder.

ARTICLE IV

FEES; PAYMENT

Section 4.1 Fees . The Service Recipient will pay the Service Provider the Fees for the Services provided by such Service Provider under this Agreement. The Fees for the Kimball International Services are set forth on Annex B and the Fees for the Kimball Electronics Services are set forth on Annex C , in each case, subject to adjustment for each Term Extension as provided in Section 6.2 .

Section 4.2 Taxes . To the extent required or permitted by applicable Law, there will be added to any Fees due under this Agreement, and each Party agrees to pay to the other, amounts equal to any taxes, however designated or levied, based upon such Fees, or upon this Agreement or the Services provided under this Agreement, or their use, including state and local privilege or excise taxes based on gross revenue and any taxes or amounts in lieu thereof paid or payable by the Service Provider hereunder. In the event taxes are not added to an invoice from the Service Provider hereunder, the Service Recipient is responsible to remit to the appropriate tax jurisdiction any additional amounts due including tax, interest and penalty. The Parties will cooperate with each other to minimize any of these taxes to the extent reasonable. If additional amounts are determined to be due on the Services provided hereunder as a result of an audit by a tax jurisdiction, the Service Recipient hereunder agrees to reimburse the Service Provider for the additional amounts due including tax, interest and penalty. The Party obligated to make such reimbursement will have the right to contest the assessment with the tax jurisdiction at its own expense. The Service Provider hereunder will be responsible for penalty or interest associated with its failure to remit invoiced taxes. The Parties further agree that, notwithstanding the foregoing, neither Party will be required to pay any franchise taxes, taxes based on the income of the other Party or personal property taxes on property owned or leased by a Party and used by such Party to provide Services. Notwithstanding anything else in this Agreement to the contrary, the obligations of this Section 4.2 will remain in effect until the expiration of the relevant statutes of limitation.

Section 4.3 Invoices and Payment . Unless otherwise specified in Annex B or Annex C , within 15 days following the end of each month during the Term (or within 15 days after receipt of a Third Party supplier’s invoice in the case of Services that are provided by a Third Party supplier), the Service Provider will submit to the Service Recipient for payment a written statement of amounts due under this Agreement for such month. The statement will set forth the Fees, in the aggregate and itemized, based on the descriptions set forth on Annex B or Annex C , as the case may be. Each statement will specify the nature of any amounts due for any Fees as set forth on Annex B or Annex C and will contain reasonably satisfactory documentation in support of such amounts as specified therein and such other supporting detail as the Service Recipient may reasonably require to validate such amounts due.

Section 4.4 Timing of Payment; No Offsets . Unless otherwise specified in Annex B or Annex C , each Party will pay all amounts due pursuant to this Agreement no later than 45 days following the end of each month during the Term (or, in the case of Services that are provided by a Third Party supplier, no later than 45 days following the end of the billing period for such Services) (the “ Payment Due Date ”). Neither Party will offset any amounts owing to it by the other Party or any of its Subsidiaries against amounts payable by such Party hereunder or any other agreement or arrangement. All timely payments under this Agreement will be made without early payment discount.

Section 4.5 Non-Payment . If either Party fails to pay the full amount of any invoice by the Payment Due Date, such failure will be considered a material default under this Agreement. The remedies provided to each Party by this Section 4.5 and by Section 6.4 will be cumulative with respect to any other applicable provisions of this Agreement. Payments made after the date they are due will bear interest at an annual rate equal to that announced publicly by The Wall Street Journal as its prime rate plus 2.0% (compounded monthly).

Section 4.6 Payment Disputes . The Service Recipient may object to any amounts for any Service invoiced to it at any time before, at the time of, or after payment is made, provided such objection is made in writing to the Service Provider within 60 days following the end of the Term. The Service Recipient will timely pay the disputed items in full while resolution of the dispute is pending; provided , however , that the Service Provider will pay interest at an annual rate equal to the Prime Rate plus 2.0% (compounded monthly) on any amounts it is required to return to the Service Recipient upon resolution of the dispute. Payment of any amount will not constitute approval thereof. Any dispute under this Section 4.6 will be resolved in accordance with the provisions of Section 7.8 .

ARTICLE V

CONFIDENTIALITY

Section 5.1 Confidentiality . Each Party agrees that the specific terms and conditions of this Agreement and any information, Service Recipient Data and Materials conveyed or otherwise received by or on behalf of a Party in conjunction herewith are confidential and are subject to the terms of the confidentiality provisions set forth in Section 6.7 of the Separation Agreement.

Section 5.2 Security .

(a) If either Party (including its Affiliates and their employees, authorized agents and subcontractors) is given access to the other Party’s computer systems or software (collectively, “ Systems ”), premises, equipment, facilities or data in connection with the Transition Services, the Party given access (the “ Availed Party ”) will comply with (and will cause its Affiliates, and their employees, authorized agents and subcontractors to comply with) all of the other Party’s policies and procedures in relation to the use and access of the other Party’s Systems, premises, equipment, facilities or data (collectively, “ Safety and Security Policies ”), and will not tamper with, compromise or circumvent any safety, security or audit measures employed by such other Party. The Availed Party will access and use only those Systems, premises, equipment, facilities and data of the other Party for which it has been granted the right to access and use.

(b) Each Party will use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems, premises, equipment, facilities and data of the other Party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of such Systems, premises, equipment, facilities or data (including, in each case, any information contained therein), including notifying its personnel of the restrictions set forth in this Agreement and of the Safety and Security Policies.

(c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Safety and Security Policies, that any unauthorized Availed Party personnel has accessed the Systems, premises, equipment, facilities or data, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of, or damage to,

premises, facilities, equipment, data, information or software of the other Party, the Availed Party will promptly terminate any such person’s access to the Systems, premises, equipment, facilities or data and promptly notify the other Party. In addition, such other Party will have the right to deny personnel of the Availed Party access to its Systems, premises, equipment, facilities or data upon notice to the Availed Party in the event that the other Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 5.2(c) or otherwise pose a security concern. The Availed Party will use commercially reasonable efforts to cooperate with the other Party in investigating any apparent unauthorized access to such other Party’s Systems, premises, equipment, facilities or data.

(d) If any Systems, premises, equipment or facilities of a Party are damaged (ordinary wear and tear excepted) due to the conduct of the Availed Party or any of its Affiliates, or their employees, authorized agents or subcontractors, the Availed Party will be liable to the other Party for all costs associated with such damage, to the extent such costs exceed any available insurance proceeds.

ARTICLE VI

TERMINATION

Section 6.1 Term . The term of this Agreement (the “ Term ”) will commence on the Distribution Date and end on the earliest to occur of (a) the two-year anniversary of the Distribution Date, subject to Section 6.2 , (b) the date on which the provision of all Services has been terminated by the Parties pursuant to Section 6.3 and (c) the date this Agreement is terminated pursuant to Section 6.4 .

Section 6.2 Option to Extend Term . Upon written request from the Service Recipient delivered to the Service Provider no later than 30 days (or such other time specified in Annex B or Annex C with respect to such Service), prior to the end of the Service Term for such Service, the Parties will extend the Service Term of such Service for up to 90 days (or for such other period specified in Annex B or Annex C with respect to such Service), on the terms and conditions contained in this Agreement (such extension, a “ Term Extension ”). In the event a Term Extension for a Service would exceed the Term of this Agreement, the Term of this Agreement will be extended for the duration of the Term Extension. The Parties agree that, during the Term Extension for a Service, unless otherwise specified in Annex B or Annex C with respect to such Service, the Fees for such Service will be increased by an additional 25% of the Fee for such Service set forth in Annex B or Annex C .

Section 6.3 Partial Termination .

(a) The Service Recipient will provide no less than 30 days written notice (unless a shorter time is mutually agreed upon by the Parties or unless otherwise specified in Annex B or Annex C with respect to a Service) to the Service Provider of any Services that, prior to the expiration of the Service Term or Term Extension, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Services (a “ Partial Termination ”). The Parties will mutually agree as to the effective date of any Partial Termination.

(b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to

costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any Third Party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any Third Party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

Section 6.4 Termination of Entire Agreement . Subject to the provisions of Section 6.6 , a Party will have the right to terminate this Agreement or effect a Partial Termination effective upon delivery of written notice to the other Party if the other Party:

(a) makes an assignment for the benefit of creditors, or becomes bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage (with respect to its own property and business) of any state, federal or foreign bankruptcy or insolvency act, or if a receiver or receiver/manager is appointed for all or any substantial part of its property and business and such receiver or receiver/manager remains undischarged for a period of 30 days; or

(b) materially defaults in the performance of any of its covenants or obligations contained in this Agreement (or, in the case of a Partial Termination, with respect to the Services being terminated) and such default is not remedied to the non-defaulting Party’s reasonable satisfaction within 45 days after receipt of written notice by the defaulting Party informing such Party of such default, or if such default is not capable of being cured within 45 days, if the defaulting Party has not promptly begun to cure the default within such 45-day period and thereafter proceeded with all diligence to cure the same.

Section 6.5 Procedures on Termination . Following any termination of this Agreement or Partial Termination, each Party will cooperate with the other Party as reasonably necessary to avoid disruption of the ordinary course of the other Party’s and its Subsidiaries’ businesses. Termination will not affect any right to payment for Services provided prior to termination.

Section 6.6 Effect of Termination . Section 4.1 and Section 4.2 (in each case, with respect to Fees and Taxes attributable to periods prior to termination), Section 2.5, Section 3.2, Section 4.3, Section 4.4, Section 4.6, and Section 6.5, this Section 6.6 and ARTICLE I, ARTICLE V, ARTICLE VII and ARTICLE VIII will survive any termination of this Agreement. In the event of a Partial Termination, this Agreement will remain in full force and effect with respect to the Services which have not been terminated by the Parties as provided herein. For the avoidance of doubt, the termination of this Agreement with respect to the Services provided under one Annex, but not the other Annex, will not be a termination of this Agreement.

ARTICLE VII

INDEMNIFICATION AND DISPUTE RESOLUTION

Section 7.1 Limitation of Liability .

(a) No Party nor any of such Party’s Affiliates will be liable, whether in contract, tort (including negligence and strict liability) or otherwise, for any special, indirect, punitive, incidental or consequential damages whatsoever that in any way arise out of, relate to, or are a consequence of, its performance or

nonperformance hereunder, or the provision of or failure to provide any Service hereunder, including loss of profits, diminution in value, business interruptions and claims of customers, whether or not such damages are foreseeable or any Party has been advised of the possibility or likelihood of such damages.

(b) Except for Liabilities arising out of or related to the gross negligence, willful misconduct or bad faith of the defaulting Party or in respect of Section 5.2(d) or ARTICLE VII , in no event will a Party’s aggregate liability arising under or in connection with this Agreement (or the provision of Services hereunder) exceed the Fees paid or payable to such Party from the other Party pursuant to this Agreement in respect of the Service from which such Liability flows.

(c) Each Party will use commercially reasonable efforts to mitigate the Liabilities for which the other is responsible hereunder.

Section 7.2 Indemnification by Kimball Electronics . Kimball Electronics will indemnify, defend and hold harmless each of the Kimball International Indemnified Parties for any Liabilities attributable to any Third-Party Claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by Kimball Electronics; (ii) any gross negligence, willful misconduct or bad faith by Kimball Electronics, the other Members of the Kimball Electronics Group, or its or their employees, suppliers or contractors, in the provision of the Kimball Electronics Services by Kimball Electronics, the other Members of the Kimball Electronics Group or its or their employees, suppliers or contractors pursuant to this Agreement; and (iii) the provision of the Kimball International Services by Kimball International, the other Members of the Kimball International Group or its or their employees, suppliers or contractors, except to the extent that such Third-Party Claims for Liabilities are Finally Determined to have arisen out of the material breach of this Agreement, gross negligence, willful misconduct or bad faith of Kimball International, the other Members of the Kimball International Group or its or their employees, suppliers or contractors in providing the Kimball International Services.

Section 7.3 Indemnification by Kimball International . Kimball International will indemnify, defend and hold harmless each of the Kimball Electronics Indemnified Parties for any Liabilities attributable to any Third-Party Claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by Kimball International; (ii) any gross negligence, willful misconduct or bad faith by Kimball International, the other Members of the Kimball International Group, or its or their employees, suppliers or contractors, in the provision of the Kimball International Services by Kimball International, the other Members of the Kimball International Group or its or their employees, suppliers or contractors pursuant to this Agreement; and (iii) the provision of the Kimball Electronics Services by Kimball Electronics, the other Members of the Kimball Electronics Group or its or their employees, suppliers or contractors, except to the extent that such Third-Party Claims for Liabilities are Finally Determined to have arisen out of the material breach of this Agreement, gross negligence, willful misconduct or bad faith of Kimball Electronics, the other Members of the Kimball Electronics Group or its or their employees, suppliers or contractors in providing the Kimball Electronics Services.

Section 7.4 Exclusive Remedy . Except for equitable relief and rights pursuant to Section 4.2 , Section 4.5 or ARTICLE V , the indemnification provisions of this ARTICLE VII will be the exclusive remedy for breach of this Agreement.

Section 7.5 Risk Allocation . Each Party agrees that the Fees charged under this Agreement reflect the allocation of risk between the Parties, including the disclaimer of warranties in Section 3.5(a) and the limitations on liability in Section 7.1 . Modifying the allocation of risk from what is stated here would affect the Fees that each Party charges, and in consideration of those Fees, each Party agrees to the stated allocation of risk.

Section 7.6 Indemnification Procedures . All claims for indemnification pursuant to Section 5.2(d) or this ARTICLE VII will be made in accordance with the provisions set forth in Article V of the Separation Agreement. Notwithstanding anything to the contrary hereunder, neither Party may assert against the other Party or submit to arbitration or legal proceedings any cause of action, dispute or claim for indemnification which accrued more than two years after the later of (a) the occurrence of the act or event giving rise to the underlying cause of action, dispute or claim and (b) the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the Party asserting the cause of action, dispute or claim.

Section 7.7 Express Negligence . THE INDEMNITY, RELEASES AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING ARTICLE II AND THIS ARTICLE VII ) ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.

Section 7.8 Dispute Resolution . Except for claims arising under ARTICLE V , any Dispute arising out of or relating to this Agreement will be resolved as provided in Article VIII of the Separation Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Amendment and Modification . This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each Party.

Section 8.2 Waiver . No failure or delay of any Party in exercising any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Any agreement on the part of any Party to any such waiver will be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such Party.

Section 8.3 Notices . All notices and other communications hereunder will be in writing and will be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or electronic transmission, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered

by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder will be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

If to Kimball International:

Kimball International, Inc.

1600 Royal Street

Jasper, Indiana 47549

Attention: Julia E. Heitz Cassidy, General Counsel

Email: julie.heitz@kimball.com

If to Kimball Electronics:

Kimball Electronics, Inc.

1205 Kimball Boulevard

Jasper, Indiana 47546

Attention: John H. Kahle, General Counsel

Email: john.kahle@kimballelectronics.com

Section 8.4 Entire Agreement . This Agreement, including the Annexes hereto and the sections of the Separation Agreement referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, discussions, understandings and commitments, written or oral, between the Parties with respect to such subject matter.

Section 8.5 No Third-Party Beneficiaries . Except to the extent otherwise provided in ARTICLE VII , nothing in this Agreement or the Ancillary Agreements, express or implied, is intended to or will confer upon any Person other than the Parties to this Agreement and such Ancillary Agreements and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement or the Ancillary Agreements.

Section 8.6 Governing Law . This Agreement will be governed by and construed and enforced in accordance with the Laws of the State of Indiana, without regard to any conflicts of law provision or rule thereof that would result in the application of the Laws of any other jurisdiction.

Section 8.7 Assignment . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other Parties (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) an affiliate or (ii) a third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other parties to this Agreement. No assignment permitted by this Section 8.7 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 8.8 Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 8.9 Execution in Counterparts . This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) will be as effective as delivery of a manually executed counterpart of any such Agreement.

Section 8.10 References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

Section 8.11 Successors and Assigns . This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided , however , that the rights and obligations of either Party under this Agreement will not be assignable by such Party without the prior written consent of the other Party. The successors and permitted assigns hereunder will include any permitted assignee as well as the successors in interest to such permitted assignee (whether by merger, liquidation (including successive mergers or liquidations) or otherwise).

Section 8.12 Performance . Each Party will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party.

Section 8.13 No Public Announcement . Neither Kimball International nor Kimball Electronics will, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that either Party is obligated by Law or the rules of any regulatory body, stock exchange or quotation system, in which case the other Party will be advised and the Parties will use commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided , however , that the foregoing will not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with applicable Law, accounting and SEC disclosure obligations or the rules of any stock exchange.

[ Signatures on Following Page ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.



	KIMBALL INTERNATIONAL, INC.


By:	/s/ James C. Thyen
Name:	JAMES C. THYEN
Title:	Chief Executive Officer and President

	KIMBALL ELECTRONICS, INC.


By:	/s/ Donald D. Charron
Name:	DONALD D. CHARRON
Title:	Chairman and Chief Executive Officer

Annex A

AUTHORIZED REPRESENTATIVES

KIMBALL INTERNATIONAL

Julie Heitz-Cassidy

Kimball International, Inc.

1600 Royal Street

Jasper, Indiana 47549

KIMBALL ELECTRONICS

John H. Kahle

Kimball Electronics, Inc.

1205 Kimball Boulevard

Jasper, Indiana 47546

A-1

Annex B

KIMBALL INTERNATIONAL SERVICES AND FEES

Kimball International (“KII”) will provide Kimball Electronics (“KEI”) the following specific services as requested by Kimball Electronics on the terms specified in this Annex B .



Category of Services	Description	Fee(s)	Service Term
Benefit Administration	Pay all benefit related claims & ASO fees	$4,626 per month	Oct-Dec
	Rebill KEI for claims and fees	-0- (zero)	Oct-Dec
	Act as liaison with vendors for any KEI eligibility or payment issues due to file transfer to Work Force Now	-0- (zero)	Oct-Dec
	Health Savings Account reconciliation	-0- (zero)	Oct-Dec
	Include KEI member numbers in the 5500 filed in July and the PCORI fee due end of July	-0- (zero)	Include Oct-Dec data
	Calculate KEI portion of company retirement plan contribution for FY2015	-0- (zero)	Include data prior to spin
Operating System Fees for ADP Enterprise	Sharing of the costs of the ADP Enterprise System “payroll check charges.” through the implementation of the Vantage replacement for KII.	$19,985 per month	Retirement of ADP Enterprise HRIS planned November 2014 through April 2015
Tax	Compliance, reporting and planning services for U.S. federal, state and local tax matters consistent with past practice	-0- (zero)	11/1/14 – 12/31/15
Accounting and Financial	Public reporting requirements pursuant to U.S. securities law, services related to the management and separation of enterprise financial reporting systems, and continuing transaction support related to separating the financial books and records of each company.	-0- (zero)	11/1/14 – 12/31/15

B-1



Category of Services	Description	Fee(s)	Service Term
Travel Coordinator Services	Provide access to each others pseudo cities in the event of an emergency or travel disruption, the KEI and KII Travel Coordinators will provide backup support for each other.*	Any TS24 transaction fees associated with the bookings	Present- April 30, 2015
Mail Services	Provide KEI with mail services utilizing the current mailing address for outgoing and incoming mail & packages.**	Included in the IT TSA monthly fee	Termination upon relocation of KEI to new HQ at the KBC.

*This service will be limited in scope: (1) KII Travel Services will provide KEI backup support in the event of unforeseen travel challenges and KEI Travel Services will provide KII backup support in the event of unforeseen travel challenges; (2) KII & KEI Travel Services makes no implied or express warranties of availability; (3) KII is not liable for any KEI bookings and KEI is not liable for any KII bookings and (4) under this term, each party will have access to the others travel and IATA records. Each party will maintain the records in confidence.

**This service will be limited in scope: (1) KII Mail Services will provide KEI mail services support (outgoing an incoming) while KEI resides in the KII Corporate Headquarters thus enabling KEI to utilize their existing address until they move to their new Headquarter and (2) includes US Postal Service, Federal Express, UPS and other express services.

Until the shared Information Technology infrastructure, systems and services are completely separated, KII and KEI agree to the following transition services:



IT Transition Services Exhibits	Scope
Information Security Support	Provide consulting support for KEI information security technicians who have transferred and process KEI requests
Network Operations	Provide data network and consulting support for KEI network techs who have transferred and support KEI locations/users
Jasper-based Telecommunications System	Provide a Jasper-based PBX telephone system and consulting support for Doris
Computing Services (Server, Storage, DB)	Provide shared servers, data base, data storage infrastructure and consulting support for KEI techs who have transferred and support KEI locations/users
On-Premise Exchange Services	Provide support for the on-premise Exchange system that KII will use until they complete migration to the cloud
SAP BW Data Warehouse Services	Provide support for the BW instance that KII will use until they complete migration to MS BI
Data Center Services	Provide floor space, data center management services, and training/consulting support for batch job scheduling
IT Resumption Planning (Disaster Recovery)	Provide secondary data center space and ITRP services
Active Directory/IP Address KEI Site Migrations	Migration support (to new KEI Active Directory and IP Address) including overall project management services required for successful execution of this critical part of the IT infrastructure separation
Web Hosting	Provide hosting environment for KEI

B-2



IT Transition Services Exhibits	Scope
Financial Management system (SAP ECCS Enterprise Consolidations and SAP A/P, Fixed Assets and G/L systems)	Provide core SAP ERP instance where the ECCS, A/P, F/A and G/L modules used by KII Corporate Shared Services are hosted.
Active Directory	Provide current Active Directory domain (KII) that supports a two trust relationship with new KEI domain.

The IT transition services are anticipated to terminate no later than December 2015.

Prior to the spin-off of KEI, that business segment of KII paid a monthly fixed-fee for IT infrastructure, systems and services. KEI will continue to pay a monthly fixed fee, adjusted to account for transfer of IT staff, for the transition services listed above in accordance with the terms and conditions of the master Transition Services Agreement. Details of the fixed monthly fee are as follows:


•	$56,735/month until KEI completes the migration to their infrastructure, shared systems are separated, and the connection between the KEI and KII infrastructure is severed.


•	$4,250/month for Primary Data Center floor space in Jasper, Indiana based on the use of the marked space. This rate is subject to change if KEI requests/requires more floor space and KII is able to accommodate. In such cases, the revised rate will be negotiated in good faith based on the market value for data center space.

In situations where KEI is providing assistance to KII, no fee will be charged.

Both companies will exhaust their internal resources before requesting the activation of these IT transition services.

The IT transition services do not cover management, administration, and support of the infrastructure and systems design and implemented for KEI. IT transition services are for KEI’s use of the KII infrastructure and shared systems.

B-3

Annex C

KIMBALL ELECTRONICS SERVICES AND FEES

Kimball Electronics will provide Kimball International the following specific services as requested by Kimball International on the terms specified in this Annex C .



Category of Services	Description	Fee(s)	Service Term
Tax	Compliance, reporting and planning services for international, U.S. federal, state and local tax matters consistent with past practice	-0- (zero)	11/1/14 – 12/31/15
Accounting and Financial	Public reporting requirements pursuant to U.S. securities law, services related to the management and separation of enterprise financial reporting systems, and continuing transaction support related to separating the financial books and records of each company.	-0- (zero)	11/1/14 – 12/31/15

C-1

Exhibit 10.4

J.P.Morgan

CREDIT AGREEMENT

dated as of

October 31, 2014

among

KIMBALL INTERNATIONAL , INC.

The Lenders Party Hereto and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Administrative Agent

____________________________________

J.P. MORGAN SECURITIES LLC,

as Sole Bookrunner and Sole Lead Arranger

TABLE OF CONTENTS



		Page
ARTICLE I Definitions		1
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	23
SECTION 1.03.	Terms Generally	23
SECTION 1.04.	Accounting Terms; GAAP	23
ARTICLE II The Credits		24
SECTION 2.01.	Commitments	24
SECTION 2.02.	Loans and Borrowings	24
SECTION 2.03.	Requests for Revolving Borrowings	25
SECTION 2.04.	[Section Intentionally Omitted	26
SECTION 2.05.	Swingline Loans	26
SECTION 2.06.	Letters of Credit	27
SECTION 2.07.	Funding of Borrowings	31
SECTION 2.08.	Interest Elections	32
SECTION 2.09.	Termination and Reduction of Commitments	33
SECTION 2.10.	Repayment of Loans; Evidence of Debt	35
SECTION 2.11.	Prepayment of Loans	36
SECTION 2.12.	Fees	36
SECTION 2.13.	Interest	37
SECTION 2.14.	Alternate Rate of Interest	38
SECTION 2.15.	Increased Costs	38
SECTION 2.16.	Break Funding Payments	40
SECTION 2.17.	Payments Free of Taxes	40
SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	44
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	47
SECTION 2.20.	Defaulting Lenders	47
SECTION 2.21.	Returned Payments	49
SECTION 2.22.	Banking Services and Swap Agreements	49
SECTION 2.23.	Judgment Currency	50
ARTICLE III Representations and Warranties		50
SECTION 3.01.	Organization; Powers	50
SECTION 3.02.	Authorization; Enforceability	51
SECTION 3.03.	Governmental Approvals; No Conflicts	51
SECTION 3.04.	Financial Condition; No Material Adverse Change	51
SECTION 3.05.	Properties	51
SECTION 3.06.	Litigation and Environmental Matters	51
SECTION 3.07.	Compliance with Laws and Agreement	52
SECTION 3.08.	Investment Company Status	52
SECTION 3.09.	Taxes	52
SECTION 3.10.	ERISA	52



SECTION 3.11.	Subsidiaries	53
SECTION 3.12.	Disclosure	53
SECTION 3.13.	Material Agreements	53
SECTION 3.14.	Anti-Corruption Laws and Sanctions	53
SECTION 3.15.	Spin-off	53
ARTICLE IV Conditions		54
SECTION 4.01.	Effective Date	54
SECTION 4.02.	Each Credit Event	56
SECTION 4.03	Post-Closing Covenants	56
ARTICLE V Affirmative Covenants		57
SECTION 5.01.	Financial Statements; Ratings Change and Other Information	57
SECTION 5.02.	Notices of Material Events	58
SECTION 5.03.	Existence; Conduct of Business	58
SECTION 5.04.	Payment of Obligations	58
SECTION 5.05.	Maintenance of Properties; Insurance.	59
SECTION 5.06.	Books and Records; Inspection Rights	59
SECTION 5.07.	Compliance with Laws	59
SECTION 5.08.	Use of Proceeds and Letters of Credit	59
SECTION 5.09.	Accuracy Of Information	59
SECTION 5.10.	Addition of Guarantors; Addition of Pledged Stock	60
ARTICLE VI Negative Covenants		60
SECTION 6.01.	Indebtedness	60
SECTION 6.02.	Liens	61
SECTION 6.03.	Fundamental Changes	61
SECTION 6.04.	Investments, Guarantees and Acquisitions	62
SECTION 6.05.	Sale of Assets	62
SECTION 6.06.	Swap Agreements	62
SECTION 6.07.	Restricted Payments	63
SECTION 6.08.	Transactions with Affiliates	63
SECTION 6.09.	Restrictive Agreements	63
SECTION 6.10.	Amendment of Organizational Documents	64
SECTION 6.11.	Financial Covenants	65
ARTICLE VII Events of Default		65
ARTICLE VIII The Administrative Agent		67
ARTICLE IX Miscellaneous		70
SECTION 9.01.	Notices	70
SECTION 9.02.	Waivers; Amendments	72
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	73
SECTION 9.04.	Successors and Assigns	74
SECTION 9.05.	Survival	79
SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	79
SECTION 9.07.	Severability	79



SECTION 9.08.	Right of Setoff	80
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	80
SECTION 9.10.	WAIVER OF JURY TRIAL	80
SECTION 9.11.	Headings	81
SECTION 9.12.	Confidentiality	81
SECTION 9.13.	Material Non-Public Information	81
SECTION 9.14.	Authorization to Distribute Certain Materials to Public-Siders	82
SECTION 9.15.	Interest Rate Limitation	82
SECTION 9.16.	No Advisory or Fiduciary Responsibility	83
SECTION 9.17.	USA PATRIOT Act	83
ARTICLE X Loan Guaranty		83
SECTION 10.01.	Guaranty	83
SECTION 10.02.	Guaranty of Payment	84
SECTION 10.03.	No Discharge or Diminishment of Loan Guaranty	84
SECTION 10.04.	Defenses Waived	85
SECTION 10.05.	Rights of Subrogation	85
SECTION 10.06.	Reinstatement; Stay of Acceleration	85
SECTION 10.07.	Information	86
SECTION 10.08.	Termination	86
SECTION 10.09.	Taxes	86
SECTION 10.10.	Maximum Liability	86
SECTION 10.11.	Contribution	87
SECTION 10.12.	Liability Cumulative	87
SECTION 10.13.	Liability for Swap Obligations	87

SCHEDULES:

Schedule 2.01A – Commitments
Schedule 2.01B – Swingline Amounts
Schedule 2.06 – Existing Letters of Credit
Schedule 3.06 - Disclosed Matters
Schedule 3.11 – Subsidiaries
Schedule 3.15 – Exceptions to Spin-Off
Schedule 6.02 – Existing Liens
Schedule 6.04 – Existing Investments
Schedule 6.09 – Existing Restrictions

EXHIBITS:

Exhibit A -- Form of Assignment and Assumption
Exhibit B-1 -- U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit B-2 -- U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

iii



Exhibit B-3 -- U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit B-4 -- U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)

CREDIT AGREEMENT dated as of October 31, 2014, among KIMBALL

INTERNATIONAL, INC., the LENDERS party hereto, and JPMORGAN CHASE BANK,

NATIONAL ASSOCIATION, as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

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

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“ Acquisition ” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

“ Acquisition Consideration ” means all consideration in respect of an Acquisition, including, without limitation, all direct payments, any assumed Indebtedness, earn-outs (valued at the maximum amount payable thereunder) deferred payments and any other form of consideration.

“ Adjusted Consolidated EBITDA ” means, for any period, Consolidated EBITDA plus Consolidated EBITDA of any entity (or assets or division of such entity) acquired by the Borrower or any of its Subsidiaries during such period shall be included (without duplication) on a pro forma basis for such period (assuming the consummation of such Acquisition occurred on the first day of such period), and provided that all income statement items to be included are reflected in audited financial statements or an acceptable quality of earnings report for Acquisitions equal to or in excess of $30,000,000 of Acquisition Consideration, or reflected in other financial data reasonably acceptable to the Administrative Agent for Acquisitions having Acquisition Consideration less than $30,000,000, and based upon reasonable assumptions and calculations which are expected to have a continuous impact.

“ Adjusted Leverage Ratio ” means the Borrower’s ratio of (a) Consolidated Total Indebtedness minus unencumbered U.S. cash on hand in the U.S. in excess of $15,000,000, to (b)

Adjusted Consolidated EBITDA, determined as of the end of each of its fiscal quarters for the then most-recently ended four fiscal quarters.

“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A., including its affiliates and subsidiaries, in its capacity as administrative agent for the Lenders hereunder.

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

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

“ Agency Site ” means the Electronic System established by the Administrative Agent to administer this Agreement.

“ Agent Party ” has the meaning assigned to it in Section 9.01(d).

“ Agreed Currencies ” means (i) Dollars, (ii) so long as it remains an Eligible Currency, Euros, and (iii) any other Eligible Currency which the Borrower requests the Agent to include as Agreed Currency hereunder and which is acceptable to all of the Lenders and the Agent.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Alternative Currencies ” means Agreed Currencies other than Dollars.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption.

“ Applicable Contribution Percentage ” has the meaning assigned to it in Section 10.11.

“ Applicable Percentage ” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment; provided that in the case of Section 2.20 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of

the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“ Applicable Rate ” means, for any day, with respect to any ABR Loan or Eurocurrency Revolving Loan, or with respect to the commitment fees and letter of credit fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurocurrency Spread”, “Commitment Fee Rate” or “Letter of Credit Fee”, as the case may be, based upon the Leverage Ratio:



Leverage Ratio:	ABR Spread	Eurocurrency Spread	Commitment Fee Rate	Letter of Credit Fee
Category 1 < 1.25 to 1.00	.25%	1.25%	.20%	1.25%
Category 2 >1.25 to 1.00 but < 2.00 to 1.00	.50%	1.50%	.25%	1.50%
Category 3 > 2.00 to 1.00	.75%	1.75%	.25%	1.75%

The Applicable Fee shall initially be based on Category 1. Commencing with the Borrower’s fiscal quarter ending December 31, 2014 and thereafter, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Borrower, based upon the Borrower’s annual or quarterly consolidated financial statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change, provided that at the option of the Administrative Agent or at the request of the Required Lenders, if the Borrower fails to deliver the annual or quarterly consolidated financial statements required to be delivered by it pursuant to Section 5.01, the Leverage Ratio shall be deemed to be in Category 3 during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

“ Approved Fund ” has the meaning assigned to it in Section 9.04(b).

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

“ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“ Banking Services ” means each and any of the following bank services provided to any Loan Party by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“ Banking Services Obligations ” means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person 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 Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person .

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” means Kimball International, Inc., an Indiana corporation.

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

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

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in Indianapolis, Chicago or New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London interbank market or the principal financial center of such Agreed Currency (and, if the Borrowings which are the subject of a borrowing, drawing, payment, reimbursement or

rate selection are denominated in Euro, the term “Business Day” shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in Euro).

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated; or (c) the acquisition of direct or indirect Control of the Borrower by any Person or group.

“ Change in Law ” means the occurrence after the date of this Agreement or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; 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 be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“ Charges ” has the meaning assigned to such term in Section 9.15

“ Class ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.

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

“ Collateral ” means any and all property owned by a Person covered by the Collateral Documents.

“ Collateral Documents ” means each Pledge Agreement, in the form prescribed by the Administrative Agent, duly executed by the Borrower and certain of the Borrower’s Subsidiaries

to the Administrative Agent for the benefit of the Lenders to secure the Obligations, constituting a first priority pledge of 65% of the capital stock of the Borrower’s non-U.S. Subsidiaries (other than an Exempt Foreign Subsidiary) now or hereafter directly owned by the Borrower or the Borrower’s Subsidiaries, including any amendment or modification thereof.

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.09, and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01A , or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $30,000,000.

“ Communications ” has the meaning assigned to it in Section 9.01(d).

“ Computation Date ” has the meaning assigned to it in Section 2.02(e).

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated EBITDA ” means, for any period, net income plus , to the extent deducted from revenues in determining net income, (i) interest expense, (ii) expense for taxes paid or accrued, (iii) depreciation and amortization, (iv) extraordinary losses incurred other than in the ordinary course of business, and (v) transaction expenses incurred in connection with Transactions not exceeding $2,500,000, minus, to the extent included in net income, extraordinary gains realized other than in the ordinary course of business, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with generally accepted accounting principles.

“ Consolidated Total Indebtedness ” means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

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

“ Credit Party ” means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defaulting Lender ” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of

its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06 .

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

“ ECP Rules ” has the meaning assigned to such term in Section 10.13.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

“ Electronic System ” means any electronic system, including e-mail, e-fax, Intralinks® ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“ Eligible Currency ” means any currency other than Dollars (a) that is readily available, (b) that is freely traded, (c) in which deposits are customarily offered to banks in the London interbank market, (d) which is convertible into Dollars in the international interbank market and (e) as to which an Equivalent Amount may be readily calculated. If, after the designation by the Lenders of any currency as an Agreed Currency, (x) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (y) such currency is, in the determination of the Administrative Agent, no longer readily available or freely traded or (z) in the determination of

the Administrative Agent, an Equivalent Amount of such currency is not readily calculable, the Agent shall promptly notify the Lenders and the Borrower, and such currency shall no longer be an Agreed Currency until such time as all of the Lenders agree to reinstate such currency as an Agreed Currency and promptly, but in any event within five Business Days of receipt of such notice from the Administrative Agent, the Borrower shall repay all Loans in such affected currency or convert such Loans into Loans in Dollars or another Agreed Currency, subject to the other terms set forth in Article II.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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

“ Equivalent Amount ” of any currency with respect to any amount of Dollars at any date shall mean the equivalent in such currency of such amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “ accumulated funding deficiency ” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the

incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Euro ” and/or “ EUR ” means the single currency of the Participating Member states.

“ Eurocurrency ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Eurocurrency Payment Office ” of the Administrative Agent shall mean, for each Alternative Currency, the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Borrower and each Lender.

“ Event of Default ” has the meaning assigned to such term in Article VII.

“ Exchange Rate ” means, on any day, with respect to any Alternative Currency, the rate at which such Alternative Currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., London time, on such date on the Reuters World Currency Page for such Alternative Currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate with respect to such Alternative Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is selected, such Exchange Rate shall instead be calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such Alternative Currency on the London market at 11:00 a.m., London time, on such date for the purchase of Dollars with such Alternative Currency, for delivery two Business Days later; provided , that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“ Excluded Swap Obligations ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee 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 Guarantor’s failure for any reason to constitute an “ Eligible Contract Participant ” as defined in the ECP Rules at the time the Guarantee of such Guarantor or the grant of such security

interest becomes or would become 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 Guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (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 Recipient 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, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f), and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“ Exempt Foreign Subsidiary ” means as of any date of determination, a non-U.S. Subsidiary which the Required Lenders have agreed, in writing, prior to such date, to exempt from the requirements of pledging its capital stock (or other ownership interest) to the Administrative Agent; provided, however, such entity shall cease to be an Exempt Foreign Subsidiary upon 30 days written notice from the Required Lenders or the Administrative Agent to the Borrower. As of the Closing Date, flexcel-Mexicali, S.A. de C.V. is an Exempt Foreign Subsidiary.

“ 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), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

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

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“ Financial Statements ” means the financial statements to be furnished pursuant to Sections 5.01(a) and (b).

“ Fixed Charge Coverage Ratio ” means the ratio of (a) the sum of (i) Consolidated EBITDA, minus (ii) 50% of depreciation expense, minus (iii) taxes paid, minus (iv) dividends and distributions paid (other than the Special One-Time Dividend), to (b) the sum of (i) scheduled principal payments on Indebtedness due and/or paid, plus (ii) interest expense, calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP for the trailing 4 quarter period then ending.

“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“ Funding Account ” has the meaning assigned to such term in Section 4.01(g).

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

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranteed Obligations ” has the meaning assigned to it in Section 10.01.

“ Guarantors ” means all Loan Guarantors and all non-Loan Parties who have delivered an Obligation Guaranty, and the term “Guarantor” means each or any one of them individually.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Impacted Interest Period ” has the meaning assigned to it in the definition of “LIBO Rate.”

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

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

“ Ineligible Institution ” has the meaning assigned to it in Section 9.04(b).

“ Information Memorandum ” means the Lender Package dated August 2014 relating to the Borrower and the Transactions.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08.

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

intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

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

“ Interpolated Rate ” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available for the applicable Agreed Currency) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available for the applicable Agreed Currency) that exceeds the Impacted Interest Period, in each case, at such time.

“ Investment ” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificate of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.

“ Investment Guidelines ” means the Borrower’s existing Long Term Investment Policy dated March 27, 2007 and the Short Term Investment Policy dated as of October 31, 2014, as in effect as of the date hereof, and any amendments or modifications thereto that are approved by the Borrower’s chief financial officer with the written consent of the Required Lenders.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means JPMorgan Chase Bank, N.A. in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ KE ” means Kimball Electronics, Inc.

“ LC Disbursement ” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“ Lender Parent ” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“ Lenders ” means the Persons listed on Schedule 2.01A and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Bank.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement and also includes the existing letters of credit set forth on Schedule 2.06 .

“ Leverage Ratio ” means the Borrower’s ratio of Consolidated Total Indebtedness to Adjusted Consolidated EBITDA.

“ LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Agreed Currency and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the “ LIBO Screen Rate ”) at approximately 11:00 a.m., London time, on the Quotation Day for such currency and Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided further that if the Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) with respect to the applicable Agreed Currency then the LIBO Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ LIBO Screen Rate ” has the meaning assigned to it in the definition of “LIBO Rate.”

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the

foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Loan Documents ” means this Agreement, including schedules and exhibits hereto, and any agreements entered into in connection herewith by the Borrower or any Loan Party with or in favor of the Administrative Agent and/or the Lenders, including (a) this Agreement, (b) the notes, (c) the Loan Guaranty and any Obligation Guaranty and (d) the Collateral Documents, any amendments, modifications or supplements thereto or waivers thereof.

“ Loan Guaranty ” means Article X of this Agreement.

“ Loan Guarantor ” means the Borrower and each of the Borrower’s domestic Subsidiaries.

“ Loan Parties ” means the Borrower and each Guarantor.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its obligations under this Agreement or any other Loan Document or (c) the rights of or benefits available to the Lenders under this Agreement or any other Loan Document.

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Maturity Date ” means October 31, 2019.

“ Maximum Rate ” has the meaning assigned to such term in Section 9.15.

“ Maximum Liability ” has the meaning assigned to such term in Section 10.10.

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

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

“ Non-Paying Guarantor ” has the meaning assigned to such term in Section 10.11.

“ Obligated Party ” has the meaning assigned to such term in Section 10.02.

“ Obligation Guaranty ” means any Guarantee of all or any portion of the Secured Obligations executed and delivered to the Administrative Agent for the benefit of the Secured Parties by a guarantor who is not a Loan Party.

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

“ Original Currency ” has the meaning assigned to such term in Section 2.18(b).

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient 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, Letter of Credit 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 2.19).

“ Participant ” has the meaning assigned to such term in Section 9.04(c).

“ Participant Register ” has the meaning assigned to such term in Section 9.04(c).

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

“ Parties ” means the Borrower or any of its Affiliates.

“ Paying Guarantor ” has the meaning assigned to such term in Section 10.11.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Acquisitions ” means any Acquisition by the Borrower or any Subsidiary of the Borrower having an aggregate amount of Acquisition Consideration paid or payable for such Acquisition together with the aggregate amount of all Acquisition Consideration paid or payable for all other Acquisitions by the Borrower and its Subsidiaries during any 18-month period in an amount less than $75,000,000 and the following conditions are satisfied: (a) in the event of a merger, the Borrower or a Subsidiary of the Borrower is the legal surviving corporation; (b) no Event of Default has occurred and is continuing at the time of such Acquisition or will result or occur after the consummation of such Acquisition; (c) for any Acquisition having an aggregate amount of Acquisition Consideration payable equal to or in excess of $10,000,000, the Administrative Agent receives prior notice of all material details of such Acquisition, and the entity or business acquired is substantially in the same field or enterprise as presently conducted by the Borrower or its Subsidiaries; (d) for any Acquisition having an aggregate amount of Acquisition Consideration payable equal to or in excess of $30,000,000, the Borrower provides satisfactory written evidence to the Administrative Agent that the Borrower will be in compliance with all financial covenants, calculated on a pro forma basis for the prior 12 month period giving effect to the consummation of such Acquisition; and (e) the proposed Acquisition is consensual (not hostile) and, if applicable, the Administrative Agent receives satisfactory evidence that the board of directors of the target entity, in the case of a corporation, or the members or managers (as applicable) of the target entity, in the case of a limited liability company, have approved the subject Acquisition, or such other satisfactory evidence that such Acquisition is consensual.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance, old age pensions, and other social security laws, retirement benefits or similar regulations;

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

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

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

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

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

(f) investments included in the Investment Guidelines.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Pro Forma Opening Statements ” has the meaning assigned to such term in Section 4.01(i).

“ Public-Sider ” means a Lender or any representative of such Lender that does not want to receive material non-public information within the meaning of the federal and state securities laws.

“ Quotation Day ” means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Euro, the day that is two TARGET2 Days before the first day of such Interest Period, and (ii) for any other currency, two Business Days prior to the commencement of such Interest Period (unless, in each case, market practice differs in the relevant market where the LIBO Rate for such currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations would normally be given on more than one day, then the Quotation Day will be the last of those days)).

“ Recipient ” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“ Register ” has the meaning assigned to such term in Section 9.04(b).

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

“ Required Lenders ” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, so long as there are only two Lenders, Required Lenders shall mean both Lenders; provided further that for the purpose of determining the Required Lenders needed for any waiver, amendment, modification or consent, any Lender that is the Borrower, or any Affiliate of the Borrower shall be disregarded.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.

“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time.

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

“ S&P ” means Standard & Poor’s.

“ 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 the Office of Foreign Assets Control of the U.S. Department of the Treasury, 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 ” economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.

“ SEC ” means the Securities and Exchange Commission of the United State of America.

“ Secured Obligations ” means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Agreement Obligations owing to one or more Lenders or their respective Affiliates; provided, however, that the definition of “Secured Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor.

“ Secured Parties ” means (a) the Administrative Agent, (b) the Lenders, (c) the Issuing Bank, (d) each provider of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement, to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, and (g) the successors and assigns of each of the foregoing.

“ Special One-Time Dividend ” means the Borrower’s special one-time dividend that may be made one-time prior to the Maturity Date, provided, (a) the Borrower provides the Administrative Agent with satisfactory evidence that it will be in pro forma covenant compliance after giving effect to payment of such dividend, (b) no Event of Default then exists, (c) the Borrower has unencumbered U.S. cash on hand in the U.S. after payment of such dividend of not less than $15,000,000 and (d) the Fixed Charge Coverage Ratio as of the time of payment is greater than 1.25 to 1.00.

“ Spin-Off ” means the spin-off of the Borrower's shares of KE to the existing shareholders of the Borrower pursuant to the Spin-Off Documents.

“ Spin-Off Documents ” means the Separation and Distribution Agreement between the Borrower and KE dated October 31, 2014 and all ancillary documents related to the Spin-Off.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as

“Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

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

“ Subsidiary ” means any subsidiary of the Borrower.

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“ Swap Agreement Obligations ” means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any Swap Agreement permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender.

“ Swap Obligation ” means, with respect to any Guarantor, 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 or any rules or regulations promulgated thereunder.

“ Swingline Amount ” means as to the Swingline Lender (i) the amount set forth opposite its name on Schedule 2.01B hereof or (ii) if such lender has entered into an Assignment and Acceptance, the amount set forth for such lender as its Swingline amount in the Register maintained by the Administrative Agent pursuant to Section 9.04(b)(ii)(C).

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time related to Swingline Loans other than any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b), if such Lender shall be a Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Lender outstanding at such time (to the extent that the other Lenders shall not have funded their participations in such Swingline Loans).

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

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

“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in euro.

“ TARGET2 Day ” means a day that TARGET2 is open for the settlement of payments in euro.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Transactions ” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the consummation of the Spin-off.

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

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of Indiana or in any other state, the laws of which are required to be applied in connection with the issue of perfection of security interests.

“ U.S. Person ” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

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

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

SECTION 1.03. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein.

ARTICLE II

The Credits

SECTION 2.01. Commitments . Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower in Agreed Currencies in Dollar Amounts, provided that all ABR Loans shall be made in Dollars, from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (a) subject to Sections 2.02(e) and 2.10(b), the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) subject to Sections 2.02(e) and 2.10(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02. Loans and Borrowings. (a)Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000 (or the Equivalent Amounts if denominated in an Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $50,000 and not less than $250,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 8 Eurocurrency Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

(e) The Administrative Agent will determine the Dollar Amount of:

(i) each Eurocurrency Borrowing as of the date three Business Days prior to the Borrowing Date or, if applicable, date of conversion/continuation of such Eurocurrency Borrowing, and

(ii) all outstanding Eurocurrency Borrowings on and as of the last Business Day of each calendar quarter and on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders.

Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (i) and (ii) is herein described as a “Computation Date” with respect to each Borrowing for which a Dollar Amount is determined on or as of such day. If at any time the Dollar Amount of the sum of the aggregate principal amount of all outstanding Borrowings (calculated, with respect to those Borrowings denominated in Alternative Currencies, as of the most recent Computation Date with respect to each such Borrowing) exceeds the total Commitments, the Borrower shall immediately repay Borrowings in an aggregate principal amount sufficient to eliminate any such excess.

SECTION 2.03. Requests for Revolving Borrowings . To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing in Dollars, not later than 11:00 a.m., Chicago time, three Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing in an Alternative Currency not later than 11:00 a.m., Chicago time, three Business Days before the date of the proposed Borrowing, or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., Chicago time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggreg ate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

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

(iv) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and the Agreed Currency applicable thereto; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. [Section Intentionally Omitted .]

SECTION 2.05. Swingline Loans . (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender may on a discretionary case by case basis agree to make Swingline Loans in Dollars to the Borrower in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans made by the Swingline Lender exceeding the Swingline Lender’s Swingline Amount, (ii) the Swingline Lender’s Revolving Credit Exposure exceeding its Commitment, or (iii) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. The Swingline Amount is a discretionary uncommitted facility of the Swingline Lender.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. If the Swingline Lender elects to make such requested Swingline Loan, it will be made available to the Borrower by means of a credit to an account of the Borrower with the Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., Chicago time, on the requested date of such Swingline Loan.

(c) If the Swingline Lender elects to make Swingline Loan, the Swingline Lender may by written notice given to the Administrative Agent require the Lenders to acquire participations in all or a portion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, Chicago time, on a Business Day no later than 5:00 p.m. Chicago time on such Business Day and if received after 12:00 noon Chicago time, on a Business Day shall mean no later than 10:00 a.m. Chicago time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance

whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to such Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

SECTION 2.06. Letters of Credit . (a) General . Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit in Dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the

Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $10,000,000, (ii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iii) the total Revolving Credit Exposures shall not exceed the total Commitments.

(c) Expiration Date . Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date eighteen months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, eighteen months after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided that a Letter of Credit may have an expiration date later than the Maturity Date so long as the Borrower agrees to provide, and does provide, at least 30 days prior to the Maturity Date cash collateral in accordance with Section 2.06(j).

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement . If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, Chicago time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Chicago time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting

ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in

substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

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

(h) Interim Interest . If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the reimbursement is due and payable at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of the Issuing Bank . The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization . If (i) any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (ii) 30 days prior to the Maturity Date there exists

outstanding Letters of Credit having an expiration date beyond the Maturity Date, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the 105% of LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

SECTION 2.07. Funding of Borrowings . (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds (i) in the case of loans denominated in Dollars, by 12:00 noon, Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, and (ii) in the case of Loans denominated in an Alternative Currency, by 12:00 noon, Chicago time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in such funds as may than be customary for the settlement of international transactions in such currency in the city of and at the address of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case in amount equal to such Lender’s Applicable Percentage; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Funding Account(s); provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such

corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including, without limitation, the LIBO Rate for overnight deposits in the case of Loans in an Alternative Currency) or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

(c) Each Lender at its option may make any Loan to any Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement.

SECTION 2.08. Interest Elections . (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by (i) telephone or in writing in the case of a Borrowing in Dollars and (ii) in written notice in the case of a Borrowing in an Alternative Currency, by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and each telephonic Interest Election Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

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

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and the Agreed Currency to be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “ Interest Period ”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR Borrowing, and (ii) in the case of a Borrowing denominated in an Alternative Currency, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Revolving Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto, and (iii) unless repaid, each Eurocurrency Revolving Borrowing denominated in an Alternative Currency shall automatically be continued as a Eurocurrency Borrowing with an Interest Period of one month.

SECTION 2.09. Termination and Reduction of Commitments ; Increase in Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the total Commitments.

(b) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the

effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

(c) The Borrower shall have the right to increase the Commitments by obtaining additional Commitments, either from one or more of the Lenders or another lending institution, provided that (i) any such request for an increase shall be in a minimum amount of $5,000,000, (ii) the Borrower may make a maximum of 2 such requests in any calendar year, (iii) after giving effect thereto, the sum of the total of the additional Commitments does not exceed $25,000,000, (iv) the Administrative Agent, the Swingline Lender and the Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (v) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vi) the procedure described in Section 2.09(e) have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.

(d) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing its Commitment, subject only to the approval of all Lenders if any such increase or addition would cause the Revolving Commitments to exceed $55,000,000. As a condition precedent to such an increase or addition, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.11, and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent.

(e) On the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with

respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement.

SECTION 2.10. Repayment of Loans; Evidence of Debt . (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date, and (ii) to the Administrative Agent for the account of the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the 10th Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.

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

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

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

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.11. Prepayment of Loans . (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. Any prepayment shall be subject to Section 2.16

(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Dollars, not later than 11:00 a.m., Chicago time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in an Alternative Currency, not later than 11:00 a.m., Chicago time, three Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago time, one Business Day before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

SECTION 2.12. Fees . (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the closing to but excluding the date on which such Commitment terminates. All outstanding Letters of Credit shall be included in determining the drawn portion of the Revolving Commitment. Swing Line Loans shall not count as usage of any Lender’s Commitment for the purpose of calculating the commitment fee due hereunder. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof.

All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 1/8% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest . (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate. The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(b) Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates), (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraph of this Section or (ii) in the case of any other amount,

such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided herein.

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

(d) All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest on Borrowings denominated in an Alternative Currency for which it is required by applicable law or customary to compute interest on the basis of a year of 365 days (or 366 days in a leap year, if required or customary) and (ii)interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

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

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

SECTION 2.15. Increased Costs .

(a) If any Change in Law shall:

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

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

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

SECTION 2.17. Payments Free of Taxes . (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under

this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower . The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c) Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrower . The Loan Parties shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Status of Lenders . (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other

documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lende r becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the

Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) 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 the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the 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 the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine 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 (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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 the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 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 (g) (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 (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) 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.

(h) Survival . Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) Defined Terms . For purposes of this Section 2.17, the term “ Lender ” includes any Issuing Bank and the term “ applicable law ” includes FATCA.

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs . (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars, 12:00 noon, Chicago time, and (ii) in the case of payments denominated in an Alternative Currency, 12:00 noon in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made in the same currency in which the applicable Borrowing was made to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of an Alternative Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to the Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03

shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(b) Notwithstanding the foregoing provisions of this Section, if, after the making of any Borrowing in any Alternative Currency, currency control or exchange regulations are imposed in the country which issues such Alternative Currency with the result that the type of currency in which the Borrowing was made (the “ Original Currency ”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the imposition of any such currency control or exchange regulations.

(c) Any proceeds of Collateral received by the Administrative Agent (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Swingline Lender and the Issuing Bank from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, ratably, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate LC Exposure, to be held as cash collateral for such Obligations, and sixth, to the payment of any amounts owing in respect of Banking Services Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, and seventh, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender from the Borrower or any other Loan Party . Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent,

that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Notwithstanding the foregoing, Secured Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the application described above and paid in clause seventh if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider of such Banking Services or Swap Agreements.

(d) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clause (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders . (a) If any Lender requests compensation under Section 2.15, or if the 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 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. If any Lender requests compensation under Section 2.15, or if the 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 2.17, or if any Lender becomes Defaulting Lender, then the 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 Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20. Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a);

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby;

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

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

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non- Defaulting Lenders’ Applicable Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payab le to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(c), and Swingline Exposure related to any newly made Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, no Swingline Lender shall be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

SECTION 2.21. Returned Payments . If, after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

SECTION 2.22. Banking Services and Swap Agreements . Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party to such Lender or Affiliate (whether

matured or unmatured, absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(c), in which such Banking Services Obligations and/or Swap Agreement Obligations will be placed.

SECTION 2.23. Judgment Currency . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder in the currency expressed to be payable herein (the “ specified currency ”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.19, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrower.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers . Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability . The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

SECTION 3.04. Financial Condition; No Material Adverse Change . (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended 2014, reported on by Deloitte & Touche LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

(b) Since June 30, 2014, there has been no material adverse change in the business (exclusive of the Spin-Off), assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

SECTION 3.05. Properties . (a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06. Litigation and Environmental Matters . (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely

determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

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

(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Agreements . Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08. Investment Company Status . Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

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

SECTION 3.10. ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to exceed $5,000,000 in the aggregate. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.

SECTION 3.11. Subsidiaries . Schedule 3.11 contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non‑assessable.

SECTION 3.12. Disclosure . The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.13. Material Agreements . Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness.

SECTION 3.14. Anti-Corruption Laws and Sanctions . The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

SECTION 3.15. Spin-off . The Spin-Off Documents constitute the legally valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with their terms, except as may be limited by reorganization, bankruptcy, insolvency, moratorium or other laws affecting generally the enforcement of creditors rights. The Spin-Off has been duly authorized by all requisite corporate and shareholder action and has been validly consummated in accordance with the Spin-Off Documents and all applicable laws and is final and effective. The execution, delivery and performance by the Borrower of the Spin-Off Documents, and the consummation of the transactions contemplated thereby, require no action, permit, license,

authorization, certification, consent, approval, concession or franchise by or in respect of, or filing with, any Governmental Authority or any other Person, other than those that have been obtained by the Borrower or waived prior to the date hereof and described on Schedule 3.15 hereto. Except as set forth in Schedule 3.15 hereto, none of the conditions for the effectiveness of the Spin-Off contemplated by the Spin-Off Documents have been waived by any party and all such conditions have been satisfied.

ARTICLE IV

Conditions

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

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

(b) Each of Loan Documents shall have been executed and delivered by the Loan Parties to the Administrative Agent.

(c) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders, and covering such other matters relating to the Loan Parties, this Agreement, the Transactions and the Collateral Documents as the Required Lenders shall reasonably request.

(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and its Subsidiaries, the authorization of the Transactions and any other legal matters relating to the Borrower and its Subsidiaries, this Agreement and the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

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

(f) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation reasonably satisfactory to the Administrative Agent.

(g) The Administrative Agent shall have received a notice setting forth the deposit account of the Borrowers (the “ Funding Account ”) to which the Lender is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

(h) The Administrative Agent shall have received (i) satisfactory audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Effective Date as to which such financial statements are available, (ii) satisfactory unaudited interim consolidated financial statements of the Borrower for each fiscal quarter ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) the Borrower’s most recent projected income statement, balance sheet and cash flows for the period beginning June 30, 2014 and ending June 30, 2019.

(i) The Administrative Agent and the Lenders shall have received a pro forma consolidated balance sheet, income statement and cash flow statement (“ Pro Forma Opening Statements ”) consistent with the Borrower’s SEC filings giving effect to the Spin-Off, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such Pro Forma Opening Statements. The Pro Forma Opening Statements must demonstrate, in the reasonable judgment of the Administrative Agent, together with all other information then available to the Administrative Agent, that the Borrower and its Subsidiaries have the ability to repay their debts and satisfy their respective other obligations as and when due and to comply with the financial covenants acceptable to the Administrative Agent.

(j) As of the Effective Date, the Administrative Agent shall have received satisfactory evidence that the Borrower has cash on hand of not less than $35,000,000 or such lesser amount acceptable to the Administrative Agent.

(k) The Administrative Agent shall have received executed copies of the Spin-Off Documents and satisfactory evidence that the Spin-Off is effective.

(l) All governmental and third party approvals necessary in connection with the Spin-Off, the financing contemplated hereby and the continuing operations of the Borrower and its Subsidiaries (including shareholder approvals, if any) shall have been obtained on satisfactory terms and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Spin-Off or any of the transactions contemplated hereby.

(m) Other than Indebtedness permitted by Section 6.01, the Administrative Agent shall have received satisfactory evidence of prepayment in full of all the Borrower’s obligations under existing loan facilities, termination of the commitments thereunder and release of all liens, if any, granted thereunder.

(n) The Administrative Agent and Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer”

and anti-money laundering rules and regulations, including USA PATRIOT Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party.

(o) The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., Chicago time, on November 15, 2014 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

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

(a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

SECTION 4.03. Post-Closing Covenants . Notwithstanding the provisions of Sections 4.01 and 4.02, prior to November 4, 2014, the Administrative Agent shall have received all fees and other amounts due and payable under the fee letter dated July 29, 2014 between the Borrower and the Administrative Agent, and all other fees and expenses required to be paid under this Agreement on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated , in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements; Ratings Change and Other Information . The Borrower will furnish to the Administrative Agent and each Lender, including their Public-Siders:

(a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) Subject to Section 9.14, the Company further agrees to clearly label the Financial Statements with a notice stating: “ Confidential Financial Statements to be Provided to All Lenders, Including Public-Siders ” before delivering them to the Administrative Agent.

(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with 0 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the

SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and

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

SECTION 5.02. Notices of Material Events . The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; and

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

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

SECTION 5.03. Existence; Conduct of Business . The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04. Payment of Obligations . The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties; Insurance . The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION 5.06. Books and Records; Inspection Rights . The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

SECTION 5.07. Compliance with Laws . The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.08. Use of Proceeds and Letters of Credit . The proceeds of the Loans and the Letters of Credit will be used only for working capital purposes and general corporate purposes, including acquisitions, of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the 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 or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or 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.

SECTION 5.09. Accuracy Of Information . The Borrower will ensure that any information, including financial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any amendment or modification hereof or waiver hereunder contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section 5.09.

SECTION 5.10. Addition of Guarantors; Addition of Pledged Stock . The Borrower shall give the Administrative Agent and the Lenders written notice as soon as practicable of the initial capitalization or Acquisition of each new Subsidiary, but, in any event, not later than thirty (30) days after such initial capitalization or Acquisition. If the Required Lenders require, at any time, the Borrower will cause such new Subsidiary (other than a Subsidiary organized or incorporated outside the United States of America) to become a Loan Guarantor by executing a joinder agreement to this Agreement or by executing an Obligation Guaranty. Such joinder agreement or Obligation Guaranty shall be executed and delivered within thirty (30) days of the Required Lenders’ request. With such delivery to the Administrative Agent, the Borrower shall also furnish, or cause to be furnished, to the Administrative Agent (a) copies of the certificate or articles of incorporation of such Loan Guarantor, together with all amendments, and a certificate of good standing or existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (b) copies, certified by the Secretary or Assistant Secretary of such Loan Guarantor, of its by-laws and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution of the Loan Guaranty; (c) an incumbency certificate, executed by the Secretary or Assistant Secretary of such Loan Guarantor, which shall identify by name and title and bear the signature of the officers of such Loan Guarantor authorized to sign the Loan Guaranty; and (d) a favorable written opinion of such Loan Guarantor’s counsel, addressed to the Administrative Agent in a form acceptable to the Administrative Agent, opining (i) as to such Loan Guarantor’s existence, (ii) as to such Loan Guarantor’s authorization to execute the Loan Guaranty, (iii) as to the enforceability of the Loan Guaranty, and (iv) that the execution and performance of the Loan Guaranty will not conflict with or result in a breach under any material contract, indenture, instrument or other agreement by which such Loan Guarantor is bound or to which it is party. If the Required Lenders require, at any time, the Borrower shall within thirty (30) days of its initial capitalization or Acquisition of a non-U.S. Subsidiary (or, if the capital stock of such new non-U.S. Subsidiary is owned by another Subsidiary), shall undertake and thereafter diligently pursue to have such other Subsidiary deliver to the Administrative Agent an executed supplement to the existing Collateral Document or a new stock pledge agreement (but in any event not later than one hundred eighty (180) days of its initial capitalization or Acquisition), together with appropriate corporate resolutions, stock certificates, UCC filings or amendments, opinions of counsel and other documentation, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected pledge of 65% of the capital stock of such non-U.S. Subsidiary owned by the Borrower and its Subsidiaries.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness . The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness created hereunder;

(b) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary;

(c) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary, provided, in each case, the Indebtedness is otherwise permitted by this Section 6.01;

(d) Indebtedness secured by Liens not exceeding $5,000,000 at any time outstanding; and

(e) other unsecured Indebtedness in an aggregate principal amount not exceeding at any time outstanding the sum of $25,000,000 minus the amount of secured Indebtedness outstanding as permitted by clause (d) above.

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

(a) Permitted Encumbrances;

(b) Liens existing on the date hereof and described in Schedule 6.02 and future Liens, provided that the aggregate Indebtedness securing such existing and future Liens does not exceed $5,000,000 in the aggregate outstanding at any time;

and

(d) Liens in favor of the Administrative Agent, for the benefit of the Lenders, granted pursuant to any Collateral Document.

SECTION 6.03. Fundamental Changes . (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided

that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

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

SECTION 6.04. Investments, Guarantees and Acquisitions . The Borrower will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investments (including, without limitation, Investments in Subsidiaries), or commitments therefor, or Guarantee any obligations of any other Person, or make any Acquisition, except:

(a) Permitted Investments;

(b) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 6.04 ;

(c) Investments by the Borrower in and to the other Loan Guarantors, and Investments by the Borrower in and to non-U.S. Subsidiaries, of which the Borrower or a Subsidiary of the Borrower has granted a first priority pledge of 65% of such non-U.S. Subsidiary’s capital stock to the Administrative Agent pursuant to the Collateral Documents if required under Section 5.10, and Investments by the Borrower in U.S. Subsidiaries that are not Loan Guarantors if the Required Lenders have not required such U.S. Subsidiary to be a Loan Guarantor in accordance with Section 5.10;

(d) Any other Investments by the Borrower not exceeding $10,000,000 in the aggregate outstanding at any time;

(e) Guarantees constituting Indebtedness permitted by Section 6.01; and

(f) Permitted Acquisitions.

SECTION 6.05. Sale of Assets . The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, other than to the Borrower or another Subsidiary in compliance with Section 6.03, except:

(a) sales, transfers and dispositions of inventory in the ordinary course of business; and

(b) Leases, sales or other dispositions of its assets that, together with all other assets of the Borrower and its Subsidiaries previously leased, sold or disposed of (other than inventory in the ordinary course of business) as permitted by this Section does not exceed (i) $35,000,000 measured on a fair market basis for the fiscal year ending June 30, 2015, and (ii) $25,000,000 measured on a fair market value basis during any fiscal year thereafter.

SECTION 6.06. Swap Agreements . The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to

hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest- bearing liability or investment of the Borrower or any Subsidiary.

SECTION 6.07. Restricted Payments . The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (d) the Borrower may declare and pay the Special One-Time Dividend, (e) so long as no Default has occurred and is continuing or will result therefrom and so long as the Fixed Charge Coverage Ratio and the Adjusted Leverage Ratio provided in 0 will not be violated as a result thereof, the Borrower may declare and pay dividends, and (f) so long as no Default has occurred and is continuing or will result therefrom, the Borrower may repurchase Equity Interests in an aggregate amount not exceeding $20,000,000 during the term of this Agreement.

SECTION 6.08. Transactions with Affiliates . The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.07.

SECTION 6.09. Restrictive Agreements . The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) t he foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions

apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

SECTION 6.10. Amendment of Organizational Documents . The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or waive any of its rights under its charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Lenders.

SECTION 6.11. Financial Covenants .

(a) Adjusted Leverage Ratio . The Borrower will not permit its Adjusted Leverage Ratio to be greater than 3.00 to 1.00 as of each fiscal quarter end.

(b) Fixed Charge Coverage Ratio . The Borrower will not permit its Fixed Charge Coverage Ratio to be less than 1.10 to 1.00 as of each fiscal quarter end.

ARTICLE VII

Events of Default

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

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

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

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

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Borrower’s existence) or 5.08 or in Article VI;

(e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

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

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the

giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or a gent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, file an answer admitting the material allegations of a petition filed against it in any such proceeding, make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000 in any year;

(m) a Change in Control shall occur;

(n) The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;

(o) the Loan Guaranty or any Obligation Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty or any Obligation Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty or any Obligation Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty or any Obligation Guaranty to which it is a party, or shall give notice to such effect, including, but not limited to notice of termination delivered pursuant to Section 10.08 or any notice of termination delivered pursuant to the terms of any Obligation Guaranty; or

(p) Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ARTICLE VIII

The Administrative Agent

Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or he satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the

preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.

The Lenders hereby empower and authorize the Administrative Agent to execute and deliver to the Borrower on their behalf any agreements, documents or instruments as shall be necessary or appropriate to effect any releases of Collateral which shall be permitted by the terms hereof or of any other Loan Document or which shall otherwise have been approved by the Required Lenders (or, if required by the terms of Section 9.02, all of the Lenders) in writing.

In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices . (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at 1600 Royal Street, Jasper, Indiana 47549, Attention of Chief Financial Officer (Telecopy No. 812-482-8060);

(ii) if to the Administrative Agent, the Swingline Lender, or the Issuing Bank, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 10 South Dearborn Street, Floor L2, Chicago, Illinois 60603, Attention of Cheryl Lyons (Telecopy No. (888) 303-9732).

with a copy to JPMorgan Chase Bank, N.A., 1 E. Ohio Street, Floor 04, Attention of Randall Stephens (Telecopy No. (317) 767-8007); and

if related to Alternative Currencies, to J.P. Morgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Attention: The Manager (Telecopy No. 44 207-777-2360), Email: loan_and_agency_london@jpmorgan.com ; and

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

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

(d) Electronic Systems.

(i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower or the other Loan Parties, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “ Communications ” means, collectively, any notice, demand,

communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

SECTION 9.02. Waivers; Amendments . (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(c) or (d) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release any Guarantor from its obligation under its Loan Guaranty or Obligation Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or except as provided in Section 9.02(c) below or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each Lender (other than any Defaulting Lender), or (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be.

(c) The Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the

Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than unliquidated obligations that have been cash collateralized in a manner satisfactory to each affected Lender), (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary, or (iii) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII or any Collateral Document. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that the Administrative Agent may, in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $1,000,000 during any calendar year without the prior written authorization of the Required Lenders (it being agreed that the Administrative Agent may rely conclusively on one or more certificates of the Borrower as to the value of any Collateral to be so released, without further inquiry). Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

SECTION 9.03. Expenses; Indemnity; Damage Waiver . (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the

Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

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

(d) To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04. Successors and Assigns . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer

upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

(A) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment;

(D) the Swingline Lender.

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

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or its securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

For the purposes of this Section 9.04(b), the term “ Approved Fund ” and “ Ineligible Institution ” have the following meanings:

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender.

“ Ineligible Institution ” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (d) a Loan Party or any Affiliate of a Loan Party; provided that, such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it has not been established for the primary purpose of acquiring any Loans or Commitments, (y) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply

with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(f) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “ Participant ”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision

of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Sections 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the 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.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival . All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution . (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.07. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.

(a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Indiana, but giving effect to federal laws applicable to national banks.

(b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. federal or Indiana state court sitting in Indianapolis, Indiana in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

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

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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

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

SECTION 9.13. Material Non-Public Information .

(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS

AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON- PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON- PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.14. Authorization to Distribute Certain Materials to Public-Siders .

(a) If the Borrower does not file this Agreement with the SEC, then the Borrower hereby authorizes the Administrative Agent to distribute the execution version of this Agreement and the Loan Documents to all Lenders, including their Public-Siders. The Borrower acknowledges its understanding that Public-Siders and their firms may be trading in any of the Parties’ respective securities while in possession of the Loan Documents.

(b) The Borrower represents and warrants that none of the information in the Loan Documents constitutes or contains material non-public information within the meaning of the federal and state securities laws. To the extent that any of the executed Loan Documents constitutes at any time a material non-public information within the meaning of the federal and state securities laws after the date hereof, the Company agrees that it will promptly make such information publicly available by press release or public filing with the SEC.

SECTION 9.15. Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but

not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.16. No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees that: (a) (i) the arranging and other services regarding this Agreement provided by the Lenders and their Affiliates are arm’s-length commercial transactions between the Borrower, each other Loan Party and their Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (ii) the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their Affiliates, or any other Person and (ii) no Lender or any of its Affiliates has any obligation to the Borrower, any other Loan Party or any of their Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (c) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, each other Loan Party and their Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Party or their Affiliates. To the fullest extent permitted by law, the Borrower and each other Loan Party hereby waives and releases any claims that they may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.17. 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 the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

ARTICLE X

Loan Guaranty

SECTION 10.01. Guaranty . Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and

paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any other Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “ Guaranteed Obligations ”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.

SECTION 10.02. Guaranty of Payment . This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the Issuing Bank or any Lender to sue the Borrower, any other Loan Guarantor, any other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “ Obligated Party ”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

SECTION 10.03. No Discharge or Diminishment of Loan Guaranty .

(a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions.

(b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party

liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

SECTION 10.04. Defenses Waived . To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of the Borrower or any other Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty, except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.

SECTION 10.05. Rights of Subrogation . No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.

SECTION 10.06. Reinstatement; Stay of Acceleration . If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Obligated Party or otherwise, each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Obligated Party, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall

nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.

SECTION 10.07. Information . Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Obligated Parties’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative Agent, the Issuing Bank nor any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.

SECTION 10.08. Termination . Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Obligated Parties based on this Loan Guaranty until five days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifteenth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that Guaranteed Obligations.

SECTION 10.09. Taxes . Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would have received had no such withholding been made.

SECTION 10.10. Maximum Liability . The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Administrative Agent, the Issuing Bank or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “ Maximum Liability ”). This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Administrative Agent, the Issuing Bank and the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other Person shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time

and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Administrative Agent, the Issuing Bank or the Lenders hereunder, provided that nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

SECTION 10.11. Contribution . In the event any Loan Guarantor (a “ Paying Guarantor ”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a “ Non-Paying Guarantor ”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Contribution Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor’s “ Applicable Contribution Percentage ” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from an Obligated Party after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from an Obligated Party after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of all of the Administrative Agent, the Issuing Bank, the Lenders and the Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

SECTION 10.12. Liability Cumulative . The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

SECTION 10.13. Liability for Swap Obligations . No Loan Guarantor hereunder shall be deemed to be a guarantor of any Swap Obligations if such Loan Guarantor is not an “Eligible Contract Participant” as defined in § 1(a)(18) of the Commodity Exchange Act and the applicable rules issued by the Commodity Futures Trading Commission and/or the Securities and Exchange Commission (collectively, and as now or hereafter in effect, “the ECP Rules”) to the extent that the providing of such guaranty by such Loan Guarantor would violate the ECP Rules or any other applicable law or regulation.

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



KIMBALL INTERNATIONAL, INC.


By:	/s/ Robert F. Schneider
	Robert F. Schneider, Executive Vice President,
	Chief Financial Officer

By:	/s/ R. Gregory Kincer
	R. Gregory Kincer, Vice President, Business
	Development, Treasurer

OTHER LOAN PARTIES:
KIMBALL FURNITURE GROUP, LLC


By:	/s/ R. Gregory Kincer
	R. Gregory Kincer, Vice President, Business
	Development, Treasurer

KIMBALL INTERNATIONAL TRANSIT, INC.


By:	/s/ R. Gregory Kincer
	R. Gregory Kincer, Vice President, Business
	Development, Treasurer

NATIONAL OFFICE FURNITURE, INC.


By:	/s/ R. Gregory Kincer
	R. Gregory Kincer, Vice President, Business
	Development, Treasurer



KIMBALL OFFICE, INC.


By:	/s/ R. Gregory Kincer
	R. Gregory Kincer, Vice President, Business
	Development, Treasurer

KIMBALL HOSPITALITY, INC.


By:	/s/ R. Gregory Kincer
	R. Gregory Kincer, Vice President, Business
	Development, Treasurer

KEPCO, LLC


By:	/s/ R. Gregory Kincer
	R. Gregory Kincer, Vice President, Business
	Development, Treasurer

LENDERS:

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swingline Lender and Issuing Bank

By: /s/ Randall K. Stephens

Name: Randall K. Stephens

Title : Senior Vice President

WELLS FARGO BANK, N.A.

By: /s/ Kyle C. Lacey

Name: Kyle C. Lacey

Title : Vice President

SCHEDULE 2.01A

Commitments



Lender	Revolving Commitment

JPMorgan Chase Bank, N.A.	$20,000,000
Wells Fargo Bank, N.A.	$10,000,000

SCHEDULE 2.01B

Swingline Amount



Lender	Amount

JPMorgan Chase Bank, N.A.	$5,000,000

SCHEDULE 2.06

Existing Letters of Credit



Booking Party ID	Booking Party Name	Beneficiary Name	Liab Currency	Liab Outstanding $ Amount	Issue / Advising Date	Maturity Date
555-125376	KIMBALL INTERNATIONAL INC	LIBERTY MUTUAL INSURANCE COMPANY	USD	91,118	JUN 30, 2004	5/15/2015
555-125376	KIMBALL INTERNATIONAL INC	215 PARK AVENUE SOUTH ASSOCIATES LP	USD	189,750	MAR 01, 2006	1/1/2015
555-125376	KIMBALL INTERNATIONAL INC	UNITED STATES FIDELITY AND GUARANTY	USD	185,000	APR 21, 2006	4/15/2015
555-125376	KIMBALL INTERNATIONAL INC	HARTFORD FIRE INSURANCE COMPANY	USD	75,000	JUL 20, 2007	7/15/2015
555-125376	KIMBALL INTERNATIONAL INC	ZURICH AMERICAN INSURANCE COMPANY	USD	225,000	APR 20, 2011	4/30/2015
555-125376	KIMBALL INTERNATIONAL INC	THE TRAVELERS INDEMNITY COMPANY	USD	130,000	APR 07, 2011	4/1/2015
555-125376	KIMBALL INTERNATIONAL INC	ZHANGJIAGANG DAYE HOTEL FURN CO LTD	USD	200,000	AUG 08, 2006	6/30/2015

SCHEDULE 3.06

Disclosed Matters

None

SCHEDULES 3.11 and 6.04 CONSOLIDATED

SUBSIDIARIES AND OTHER INVESTMENTS

(See Sections 3.11 and 6.04)




Investment In	Jurisdiction of	Owned by	Percent
	Organization		Ownership

Kimball Furniture Group, LLC	Indiana	Kimball International, Inc.	100	%
Kimball Hospitality, Inc.	Indiana	Kimball Furniture Group, LLC	100	%
Kimball Office, Inc.	Indiana	Kimball Furniture Group, LLC	100	%
National Office Furniture, Inc.	Delaware	Kimball Furniture Group, LLC	100	%
Kimball International Transit, Inc.	Indiana	Kimball International, Inc.	100	%
Kepco, LLC	Indiana	Kimball Furniture Group, LLC	100	%
flexcel - Mexicali S.A. de C.V. *	Mexico	Kepco, LLC	100	%

* This is a non-operating entity that is being held open for tax reasons or other wind-up activities.

**During fiscal year 2010, Borrower purchased convertible debt securities of $2.3 million and stock warrants of $0.4 million of a privately held company not listed above. Borrower continues to hold these securities. The investment in non-marketable equity securities is accounted for as a cost-method investment and is included in the Borrower Financial Statements as “Not Carried At Fair Value.” Due to certain events and changes in circumstances that had adverse effects on the fair value of the investment in the privately-held company, Borrower revalued the investment which, during fiscal years 2014, 2013 and 2012, respectively, resulted in $0.1 million, $1.0 million, and $0.7 million impairment on the equity securities, and a less than $0.1 million, $0.9 million, and $0.5 million derivative loss on the stock warrants. As of June 30, 2014, the subject equity securities and stock warrants have been fully impaired.

SCHEDULE 3.15

Exceptions to Spin-Off

None

SCHEDULE 6.02

Existing Liens

None

SCHEDULE 6.09

Existing Restrictions

None

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

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

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


1.	Assignor: ____________________


2.	Assignee: ____________________

[and is an Affiliate/Approved Fund of [ identify Lender ] ¹


3.	Borrower(s): ____________________


4.	Administrative Agent: ____________________ , as the administrative agent under the

Credit Agreement

_________________________

¹ Select as applicable.


5.	Credit Agreement: [The [amount] Credit Agreement dated as of __________ among [name of Borrower(s) ], the Lenders parties thereto, [ name of Administrative Agent ], as Administrative Agent, and the other agents parties thereto]


6.	Assigned Interest:



Facility Assigned ²	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans ³
	$	$	%
	$	$	%
	$	$	%

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

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

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

ASSIGNOR

[NAME OF ASSIGNOR]

By: _____________________________________________

Title:

_____________________________

² Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”)

³ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

ASSIGNEE

[NAME OF ASSIGNEE]

By: _____________________________________________

Title:

[Consented to and] ⁴ Accepted:

[NAME OF ADMINISTRATIVE AGENT], as

Administrative Agent

By ____________________________________

Title:

[Consented to:] ⁵

[NAME OF RELEVANT PARTY]

By _____________________________________

Title:

____________________________

⁴ To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁵ To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

ANNEX 1

[______________________] ⁶

STANDARD TERMS AND CONDITIONS

FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

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

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

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the

____________________________

⁶ Describe Credit Agreement at option of Administrative Agent.

Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Indiana.

EXHIBIT B-1

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among [ ], and each lender from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By _____________________________________

Name:

Title:

Date: _______, 20[ ]

EXHIBIT B-2

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By ______________________________________

Name:

Title:

Date: _______, 20[ ]

EXHIBIT B-3

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W- 8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By ____________________________________

Name:

Title:

Date: _______, 20[ ]

EXHIBIT B-4

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By ______________________________________

Name:

Title:

Date: _______, 20[ ]

Exhibit 99.1

KIMBALL INTERNATIONAL ANNOUNCES COMPLETION OF SPIN-OFF;

COMPANY FINALIZES SEPARATION OF KIMBALL ELECTRONICS, INC.

Kimball International, Inc. (NASDAQ: KBAL), an Indiana-headquartered manufacturer of commercial furnishings, today announced that it has completed the spin-off of the Company’s Electronic Manufacturing Services (“EMS”) business, newly named Kimball Electronics, Inc. (“KEI”)

“Today’s announcement marks a significant achievement by countless employees of both companies,” stated Bob Schneider, the new Chairman and CEO of Kimball International. “Both companies are poised for growth and building success for customers, employees and shareholders.”

As of 5:00PM Eastern, October 31, 2014, (the “distribution date”), Kimball International completed the spin-off by distributing all outstanding shares of common stock of Kimball Electronics, Inc. ratably to its shareholders of record as of the close of business on October 22, 2014. The distribution ratio was three shares of Kimball Electronics, Inc. common stock for every four shares of Kimball International Class A or Class B common stock. Following the distribution of Kimball Electronics common stock shares on October 31, 2014, Kimball Electronics is an independent, publicly-traded company.

Starting November 3rd, 2014, Kimball International will trade on The NASDAQ Stock Market under the ticker symbol “KBAL”. The Company’s previous ticker symbol “KBALB” has been retired. Concurrently, also on The NASDAQ Stock Market, trading of Kimball Electronics, Inc. common stock will be under the ticker symbol “KE.”

Kimball International will continue to operate its furniture business under the Kimball brand names of Kimball Office, National Office Furniture and Kimball Hospitality, building on the Company’s core strengths of providing furniture products to the office and commercial interiors industry.

About Kimball International:

Kimball International, Inc. is a leading manufacturer of design driven, technology savvy, high quality furnishings sold under the Company’s family of brands, National Office Furniture, Kimball Office and Kimball Hospitality. Our diverse portfolio provides solutions for the workplace, learning, healing and hospitality environments. Customers can access our products globally through a variety of distribution channels. Recognized with a reputation for excellence and a recipient of the Forbes 2014 America’s Most Trustworthy Companies designation, Kimball International is committed to a high performance culture that is committed to sound ethics, continuous improvement and social responsibility. To learn more about Kimball International, Inc. (NASDAQ: KBAL) visit www.kimball.com.

“Kimball International … We Build Success!”