NORDSON CORP (Form: 10-Q, Received: 09/05/2012 16:17:20)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-7977

NORDSON CORPORATION

(Exact name of registrant as specified in its charter)


Ohio		34-0590250
(State of incorporation)		(I.R.S. Employer Identification No.)

28601 Clemens Road Westlake, Ohio		44145
(Address of principal executive offices)		(Zip Code)

(440) 892-1580

(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act :

Common Shares, without par value

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Shares, without par value, as of July 31, 2012: 64,103,778

Table of Contents


PART I – FINANCIAL INFORMATION		3

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)		3
C ONDENSED C ONSOLIDATED S TATEMENTS OF I NCOME		3
C ONDENSED C ONSOLIDATED B ALANCE S HEETS		4
C ONDENSED C ONSOLIDATED S TATEMENT OF C ASH F LOWS		5
N OTES TO C ONDENSED C ONSOLIDATED F INANCIAL S TATEMENTS		6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		20
*Results of Operations*		20
*Financial Condition*		24
*Critical Accounting Policies*		25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		26
ITEM 4. CONTROLS AND PROCEDURES		26

PART II – OTHER INFORMATION		27

ITEM 1. LEGAL PROCEEDINGS		27
ITEM 1A. RISK FACTORS		27
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		27
ITEM 6. EXHIBITS		28

SIGNATURES		29
CERTIFICATIONS		30

Page 2

Nordson Corporation

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Statements of Income


	Three Months Ended						Nine Months Ended
	July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
(In thousands, except for per share data)
Sales	$	379,872		$	312,255		$	970,901		$	902,141
Operating costs and expenses:
Cost of sales		156,658			124,205			386,645			350,168
Cost of sales—restructuring		—			—			2,040			—
Selling and administrative expenses		124,555			109,330			347,666			315,301
Severance and restructuring		121			64			2,668			64

		281,334			233,599			739,019			665,533

Operating profit		98,538			78,656			231,882			236,608
Other income (expense):
Interest expense		(2,796	)		(827	)		(6,925	)		(3,560	)
Interest and investment income		109			190			375			430
Other—net		(716	)		169			413			2,896

		(3,403	)		(468	)		(6,137	)		(234	)

Income before income taxes		95,135			78,188			225,745			236,374

Income taxes		28,441			21,638			68,602			68,685

Net income	$	66,694		$	56,550		$	157,143		$	167,689

Average common shares		64,029			67,945			64,507			67,998

Incremental common shares attributable to outstanding stock options, nonvested stock, and deferred stock-based compensation		696			836			670			864

Average common shares and common share equivalents		64,725			68,781			65,177			68,862

Basic earnings per share	$	1.04		$	0.83		$	2.44		$	2.47

Diluted earnings per share	$	1.03		$	0.82		$	2.41		$	2.44

Dividends declared per share	$	0.125		$	0.105		$	0.375		$	0.315

See accompanying notes.

Page 3

Nordson Corporation

Condensed Consolidated Balance Sheets


	July 31, 2012			October 31, 2011
(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	53,639		$	37,408
Receivables		301,369			254,310
Inventories		179,139			141,912
Deferred income taxes		37,311			35,693
Prepaid expenses		10,792			7,634

Total current assets		582,250			476,957

Property, plant and equipment—net		174,109			130,883
Goodwill		784,991			547,826
Intangible assets—net		224,139			120,699
Other assets		26,713			28,085

	$	1,792,202		$	1,304,450

Liabilities and shareholders’ equity
Current liabilities:
Notes payable	$	50,003		$	33
Accounts payable		57,610			46,381
Income taxes payable		26,193			15,283
Accrued liabilities		110,588			101,294
Customer advanced payments		29,989			9,375
Current maturities of long-term debt		55,664			5,664
Current obligations under capital leases		4,414			4,131

Total current liabilities		334,461			182,161

Long-term debt		587,977			313,459
Deferred income taxes		27,046			17,415
Pension obligations		119,070			123,058
Postretirement obligations		73,927			71,943
Other liabilities		34,787			25,091

Shareholders’ equity:
Common shares		12,253			12,253
Capital in excess of stated value		280,178			272,928
Retained earnings		1,123,175			990,221
Accumulated other comprehensive loss		(94,487	)		(80,012	)
Common shares in treasury, at cost		(706,185	)		(624,067	)

Total shareholders’ equity		614,934			571,323

	$	1,792,202		$	1,304,450

See accompanying notes.

Page 4

Nordson Corporation

Condensed Consolidated Statement of Cash Flows


Nine Months Ended	July 31, 2012			July 31, 2011
(In thousands)
Cash flows from operating activities:
Net income	$	157,143		$	167,689
Depreciation and amortization		25,519			20,805
Non-cash stock compensation		7,675			6,770
Deferred income tax expense		3,512			1,024
Other non-cash expense		1,231			1,763
Loss on sale of property, plant and equipment		365			227
Tax benefit from the exercise of stock options		(1,248	)		(7,150	)
Changes in operating assets and liabilities		(16,622	)		(10,836	)

Net cash provided by operating activities		177,575			180,292
Cash flows from investing activities:
Additions to property, plant and equipment		(21,550	)		(14,306	)
Proceeds from sale of property, plant and equipment		1,229			130
Proceeds from sale of product lines		2,213			—
Purchase of businesses, net of cash acquired		(405,202	)		(34,627	)
Proceeds from sale of marketable securities		—			7,552

Net cash used in investing activities		(423,310	)		(41,251	)
Cash flows from financing activities:
Proceeds from short-term borrowings		250,000			—
Repayment of short-term borrowings		(200,031	)		(1,827	)
Proceeds from long-term debt		372,975			49,500
Repayment of long-term debt		(48,456	)		(107,810	)
Repayment of capital lease obligations		(3,634	)		(3,522	)
Issuance of common shares		3,191			9,620
Purchase of treasury shares		(86,982	)		(46,342	)
Tax benefit from the exercise of stock options		1,248			7,150
Dividends paid		(24,189	)		(21,442	)

Net cash provided by (used in) financing activities		264,122			(114,673	)
Effect of exchange rate changes on cash		(2,156	)		2,360

Increase in cash and cash equivalents		16,231			26,728
Cash and cash equivalents:
Beginning of year		37,408			42,329

End of quarter	$	53,639		$	69,057

See accompanying notes.

Page 5

Nordson Corporation

Notes to Condensed Consolidated Financial Statements

July 31, 2012

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this quarterly report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

1.	Significant Accounting Policies .

Basis of presentation . The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended July 31, 2012 are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes included in our annual report on Form 10-K for the year ended October 31, 2011.

Basis of consolidation . The consolidated financial statements include the accounts of Nordson Corporation and its majority-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates . The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual amounts could differ from these estimates.

Revenue recognition . Most of our revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer.

A relative selling price hierarchy exists for determining the selling price of deliverables in multiple deliverable arrangements. Vendor specific objective evidence (VSOE) is used, if available. Third-party evidence (TPE) is used if VSOE is not available, and best estimated selling price (BESP) is used if neither VSOE nor TPE is available. Our multiple deliverable arrangements include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, and, therefore, are typically regarded as inconsequential or perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2012 and 2011 were not material.

Earnings per share . Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as nonvested (restricted) stock and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. For the three months ended July 31, 2012, and the three and nine months ended July 31, 2011, no options for common shares were excluded from the calculation of diluted earnings per share. For the nine months ended July 31, 2012, the number of options excluded from the calculation of diluted earnings per share was 100.

Page 6

Nordson Corporation

Recently issued accounting standards . In December 2010, the Financial Accounting Standards Board (“FASB”) issued guidance that provides requirements for pro forma revenue and earnings disclosures related to business combinations. This guidance requires disclosure of revenue and earnings of the combined business as if the combination occurred at the start of the prior annual reporting period only. We adopted this standard on November 1, 2011, and required disclosures are included in Note 14.

In May 2011, the FASB clarified the guidance concerning fair value measurements and disclosures. The guidance requires the disclosure of quantitative information about unobservable inputs used, a description of the valuation processes used, and a qualitative discussion around the sensitivity of the measurements. We adopted this guidance on February 1, 2012, and there was no material impact on our consolidated financial statements.

In June 2011, the FASB issued an Accounting Standards Update (“ASU”) that amends current comprehensive income guidance. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. This guidance will be effective for us beginning in 2013 and is not expected to impact our consolidated financial statements, as it only results in a change in the format of presentation.

In September 2011, the FASB issued guidance amending the way companies test for goodwill impairment. Companies will have the option to first assess qualitative factors to determine the existence of events or circumstances that lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, companies determine that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step impairment test is unnecessary. This guidance is effective for us beginning in 2013, with early adoption permitted. We do not expect that the adoption will have a significant impact on our consolidated financial statements.

3.	Inventories . At July 31, 2012 and October 31, 2011, inventories consisted of the following:


	July 31, 2012			October 31, 2011
Finished goods	$	106,375		$	98,879
Work-in-process		30,050			13,971
Raw materials and finished parts		68,523			51,891

		204,948			164,741
Obsolescence and other reserves		(19,161	)		(16,050	)
LIFO reserve		(6,648	)		(6,779	)

	$	179,139		$	141,912

Page 7

Nordson Corporation

4.	Goodwill and intangible assets . Changes in the carrying amount of goodwill for the nine months ended July 31, 2012 by operating segment are as follows:


	Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems		Total
Balance at October 31, 2011	$	41,962		$	505,864		$	—	$	547,826
Acquisitions/Adjustments		239,921			(96	)		—		239,825
Currency effect		(1,604	)		(1,056	)		—		(2,660	)

Balance at July 31, 2012	$	280,279		$	504,712		$	—	$	784,991

On June 14, 2012, we acquired EDI Holdings, Inc. resulting in goodwill of $126,601, and on June 21, 2012, we acquired Xaloy Superior Holdings, Inc. resulting in goodwill of $113,320.

Accumulated impairment losses were $232,789 at July 31, 2012 and October 31, 2011. Of these losses, $229,173 related to the Advanced Technology Systems segment and $3,616 related to the Industrial Coating Systems segment.

Information regarding our intangible assets subject to amortization is as follows:


	July 31, 2012
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	120,263	$	15,354	$	104,909
Patent/technology costs		67,561		14,139		53,422
Trade name		63,556		2,644		60,912
Non-compete agreements		8,679		4,283		4,396
Other		1,434		934		500

Total	$	261,493	$	37,354	$	224,139


	October 31, 2011
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	78,324	$	11,843	$	66,481
Patent/technology costs		43,235		11,571		31,664
Trade name		22,143		1,530		20,613
Non-compete agreements		5,042		3,727		1,315
Other		1,437		811		626

Total	$	150,181	$	29,482	$	120,699

Amortization expense for the three months ended July 31, 2012 and July 31, 2011 was $3,506 and $1,652, respectively. Amortization expense for the nine months ended July 31, 2012 and July 31, 2011 was $8,850 and $5,699, respectively.

Page 8

Nordson Corporation

5.	Comprehensive income . Comprehensive income for the three months and nine months ended July 31, 2012 and 2011 is follows:


	Three Months Ended						Nine Months Ended
	July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Net income	$	66,694		$	56,550		$	157,143		$	167,689
Foreign currency translation adjustments		(14,451	)		(2,053	)		(21,513	)		12,792
Amortization of prior service cost and net actuarial losses		2,153			1,527			7,038			4,498

Comprehensive income	$	54,396		$	56,024		$	142,668		$	184,979

Accumulated other comprehensive loss at July 31, 2012 consisted of pension and postretirement benefit plan adjustments of $110,014 offset by $15,527 of net foreign currency translation adjustment credits. Accumulated other comprehensive loss at July 31, 2011 consisted of pension and postretirement benefit plan adjustments of $98,286 offset by $49,270 of net foreign currency translation adjustment credits.

Changes in accumulated other comprehensive loss for the nine months ended July 31, 2012 and 2011 are as follows:


	July 31, 2012			July 31, 2011
Beginning balance	$	(80,012	)	$	(66,306	)
Current-period change		(14,475	)		17,290

Ending balance	$	(94,487	)	$	(49,016	)

Stock-based compensation . The amended and restated 2004 long-term performance plan, approved by our shareholders in 2008, provides for the granting of stock options, stock appreciation rights, nonvested (restricted) stock, stock purchase rights, stock equivalent units, cash awards and other stock or performance-based incentives. The number of common shares available for grant of awards is 2.5% of the number of common shares outstanding as of the first day of each fiscal year.

Stock Options

Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25% per year and expire 10 years from the date of grant. Vesting accelerates upon the occurrence of events that involve or may result in a change of control. Option exercises are satisfied through the issuance of treasury shares on a first-in first-out basis.

We recognized compensation expense related to stock options of $966 and $733 in the three months ended July 31, 2012 and 2011, respectively. Amounts for the nine months ended July 31, 2012 and 2011 were $2,837 and $2,163, respectively.

Page 9

Nordson Corporation

The following table summarizes activity related to stock options for the nine months ended July 31, 2012:


	Number of Options			Weighted- Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted Average Remaining Term
Outstanding at October 31, 2011		1,851		$	24.22
Granted		299		$	43.73
Exercised		(167	)	$	19.14
Forfeited or expired		(18	)	$	28.43

Outstanding at July 31, 2012		1,965		$	27.58	$	46,541		6.2 years

Vested or expected to vest at July 31, 2012		1,910		$	27.31	$	45,745		6.1 years

Exercisable at July 31, 2012		1,091		$	21.78	$	32,180		4.7 years

At July 31, 2012, there was $8,962 of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be amortized over a weighted average period of approximately 1.9 years.

The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:


Nine months ended	July 31, 2012	July 31, 2011
Expected volatility	45.4%-46.9%	43.1%-45.1%
Expected dividend yield	1.20%	1.28%
Risk-free interest rate	1.03%-1.23%	1.89%-2.25%
Expected life of the option (in years)	5.4-6.1	5.4-6.3

The weighted-average expected volatility used to value the 2012 and 2011 options were 46.2% and 44.3%, respectively.

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during the nine months ended July 31, 2012 and 2011 was $17.03 and $16.80, respectively.

The total intrinsic value of options exercised during the three months ended July 31, 2012 and 2011 was $786 and $831, respectively. The total intrinsic value of options exercised during the nine months ended July 31, 2012 and 2011 was $5,463 and $22,988, respectively.

Cash received from the exercise of stock options was $3,191 and $9,620 for the nine months ended July 31, 2012 and 2011, respectively. The tax benefit realized from tax deductions from exercises was $1,248 and $7,150 for the nine months ended July 31, 2012 and 2011, respectively.

Page 10

Nordson Corporation

Nonvested Common Shares

We may grant nonvested common shares to our employees and directors. These shares may not be transferred for a designated period of time (generally one to three years) defined at the date of grant. For employee recipients, shares are forfeited on a pro-rata basis in the event employment is terminated as a consequence of the employee recipient’s early retirement, disability or death prior to the lapse of any restrictions. Restrictions lapse in the event of a recipient’s retirement at or after normal retirement age. Termination for any other reason prior to the lapse of any restrictions results in forfeiture of the shares. For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata forfeiture of shares.

As shares are issued, deferred share-based compensation equivalent to the fair market value on the date of grant is charged to shareholders’ equity and subsequently amortized over the restriction period. Tax benefits arising from the lapse of restrictions on the shares are recognized when realized and credited to capital in excess of stated value.

The following table summarizes activity related to nonvested shares during the nine months ended July 31, 2012:


	Number of Shares			Weighted- Average Grant Date Fair Value
Nonvested shares at October 31, 2011		81		$	34.95
Granted		47		$	43.94
Vested		(28	)	$	33.50
Forfeited		(3	)	$	43.56

Nonvested shares at July 31, 2012		97		$	39.51

As of July 31, 2012, there was $2,295 of unrecognized compensation cost related to nonvested common shares. The cost is expected to be amortized over a weighted average period of 1.7 years.

The amount charged to expense related to nonvested stock was $424 and $309 in the three months ended July 31, 2012 and 2011, respectively. For the nine months ended July 31, 2012 and 2011, the amounts were $1,311 and $924, respectively.

Directors Deferred Compensation

Non-employee directors may defer all or part of their compensation until retirement. Compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities. Additional share equivalent units are earned when common share dividends are declared.

The following table summarizes activity related to director deferred compensation share equivalent units during the nine months ended July 31, 2012:


	Number of Shares			Weighted-Average Grant Date Fair Value
Outstanding at October 31, 2011		243		$	17.51
Deferrals		2		$	50.67
Restricted stock units vested		11		$	28.47
Dividend equivalents		2		$	48.88
Distributions		(44	)	$	15.87

Outstanding at July 31, 2012		214		$	18.97

Page 11

Nordson Corporation

The amount charged to expense related to this plan was $68 and $52 for the three months ended July 31, 2012 and 2011, respectively. For the nine months ended July 31, 2012 and 2011, the amounts were $193 and $209, respectively.

Long-Term Incentive Compensation Plan

Under the long-term incentive compensation plan, executive officers and selected other key employees receive common share awards based solely on corporate performance measures over three-year performance periods. Awards vary based on the degree to which corporate performance exceeds predetermined threshold, target and maximum performance levels at the end of a performance period. No payout will occur unless certain threshold performance objectives are exceeded.

The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the market price of common shares at the grant date, adjusted for dividends not to be paid. This value was $42.12 per share for both the executive officers and the selected other key employees for 2012 and $42.02 per share for both the executive officers and the selected other key employees for 2011. The per share values for 2010 were $26.10 and $29.52 for the executive officers group and $26.10 for the selected other key employees. The amount charged to expense for the three months ended July 31, 2012 and 2011 was $1,175 and $899, respectively. For the nine months ended July 31, 2012 and 2011, the amounts were $3,065 and $3,218, respectively. The cumulative amount recorded in shareholders’ equity at July 31, 2012 was $7,538.

Warranty accrual . We offer warranty to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally one year) from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions are adjusted as necessary. The liability for warranty costs is included in accrued liabilities in the Consolidated Balance Sheet.

Following is a reconciliation of the product warranty liability for the nine months ended July 31, 2012 and 2011:


	July 31, 2012			July 31, 2011
Beginning balance	$	6,723		$	5,242
Accruals for warranties		4,397			4,937
Warranty assumed from acquisitions		1,605			—
Warranty payments		(4,630	)		(4,121	)
Currency effect		(254	)		139

Ending balance	$	7,841		$	6,197

Operating segments . We conduct business across three primary business segments: Adhesive Dispensing Systems, Advanced Technology Systems, and Industrial Coating Systems. Effective November 1, 2011, the Industrial Coating Systems segment includes our fuel cell product line that had previously been reported in the Advanced Technology Systems segment. This reclassification more closely reflects the change in management of this product line and its related growth opportunities. Prior year results have been reclassified to reflect the segment change.

Page 12

Nordson Corporation

The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker. The primary measure used by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses. Items below the operating profit line of the Consolidated Statement of Income (interest and investment income, interest expense and other income/expense) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment. In addition, the measure of segment operating profit that is reported to and reviewed by the chief operating decision maker excluded 2011 expense related to the withdrawal from a multiemployer employee pension fund in Japan. The accounting policies of the segments are generally the same as those described in Note 1, Significant Accounting Policies, of our annual report on Form 10-K for the year ended October 31, 2011.

The following table presents sales and operating profits of our reportable segments:


	Adhesive Dispensing Systems			Advanced Technology Systems		Industrial Coating Systems			Corporate			Total
Three months ended July 31, 2012
Net external sales	$	175,175		$	153,073	$	51,624		$	—		$	379,872
Operating profit (loss)		52,266	(a)		49,867		7,082	(b)		(10,677	)		98,538

Three months ended July 31, 2011
Net external sales	$	153,071		$	111,609	$	47,575		$	—		$	312,255
Operating profit (loss)		51,385			30,976		8,325			(12,030	)(c)		78,656

Nine months ended July 31, 2012
Net external sales	$	469,045		$	368,178	$	133,678		$	—		$	970,901
Operating profit (loss)		151,011	(a)		94,550		13,582	(b)		(27,261	)		231,882

Nine months ended July 31, 2011
Net external sales	$	449,479		$	320,844	$	131,818		$	—		$	902,141
Operating profit (loss)		157,230	(d)		87,815		19,036			(27,473	)(c)		236,608

(a)	Includes a credit of $8 for severance and restructuring costs in the three months ended July, 31, 2012. Includes $4,018 of cost of goods sold – restructuring and severance and restructuring costs in the nine months ended July 31, 2012.

(b)	Includes $129 and $690 of severance and restructuring costs in the three and nine months ended July 31, 2012, respectively.

(c)	Includes $3,136 of expense related to the withdrawal from a multiemployer pension fund in Japan.

(d)	Includes $1,322 of impairment charges related to write down of assets to fair value in the nine months ended July 31, 2011.

Page 13

Nordson Corporation

A reconciliation of total segment operating income to total consolidated income before income taxes is as follows:


	Three Months Ended						Nine Months Ended
	July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Total profit for reportable segments	$	98,538		$	78,656		$	231,882		$	236,608
Interest expense		(2,796	)		(827	)		(6,925	)		(3,560	)
Interest and investment income		109			190			375			430
Other-net		(716	)		169			413			2,896

Income before income taxes	$	95,135		$	78,188		$	225,745		$	236,374

We had significant sales in the following geographic regions:


	Three Months Ended				Nine Months Ended
	July 31, 2012		July 31, 2011		July 31, 2012		July 31, 2011
United States	$	100,974	$	77,883	$	261,823	$	227,456
Americas		28,041		26,510		74,167		72,528
Europe		95,259		97,620		273,272		285,927
Japan		30,619		26,663		90,658		81,895
Asia Pacific		124,979		83,579		270,981		234,335

Total net sales	$	379,872	$	312,255	$	970,901	$	902,141

9.	Pension and other postretirement plans . The components of net periodic pension cost were:


	U.S.						International
Three months ended	July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Service cost	$	2,095		$	1,509		$	372		$	545
Interest cost		3,148			3,017			738			760
Expected return on plan assets		(3,683	)		(3,882	)		(381	)		(373	)
Amortization of prior service (credit) cost		(76	)		171			(25	)		2
Amortization of net actuarial loss		3,504			1,915			139			219

Total benefit cost	$	4,988		$	2,730		$	843		$	1,153


	U.S.						International
Nine months ended	July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Service cost	$	5,578		$	4,553		$	1,127		$	1,600
Interest cost		9,013			8,949			2,255			2,237
Expected return on plan assets		(11,082	)		(11,595	)		(1,157	)		(1,104	)
Amortization of prior service (credit) cost		257			500			(73	)		4
Amortization of net actuarial loss		8,756			5,584			422			643
Settlement loss		682			—			—			—

Total benefit cost	$	13,204		$	7,991		$	2,574		$	3,380

During the nine months ended July 31, 2012, net periodic pension cost included a settlement loss of $682 as a result of the termination of a U.S. pension plan.

Page 14

Nordson Corporation

The components of other postretirement benefit cost were:


	U.S.						International
Three months ended	July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Service cost	$	159		$	281		$	7		$	7
Interest cost		425			733			11			11
Amortization of prior service credit		(146	)		(287	)		—			—
Amortization of net actuarial loss		2			401			(4	)		(2	)

Total benefit cost	$	440		$	1,128		$	14		$	16


	U.S.						International
Nine months ended	July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Service cost	$	887		$	842		$	21		$	23
Interest cost		2,069			2,199			31			31
Amortization of prior service credit		(438	)		(860	)		—			—
Amortization of net actuarial loss		1,342			1,204			(11	)		(6	)

Total benefit cost	$	3,860		$	3,385		$	41		$	48

10.

Severance and restructuring costs . In 2011, we announced a restructuring of the Georgia operations of our Adhesive Dispensing Systems segment in order to optimize operations and better serve our customers. The restructuring involves the expansion of our facility in Duluth and construction of a new facility in Swainsboro, where operations from our existing Swainsboro facility, as well as facilities in Norcross and Dawsonville, were transferred. Severance costs and other termination fees associated with this action are estimated to be $2,485. Of the total expense amount, a credit to expense of $19 was recorded in the three months ended July 31, 2012, $257 of expense was recorded in the three months ended April 30, 2012, $687 of expense was recorded in the three months ended January 31, 2012, and $1,557 of expense was recorded in 2011. Payments of $2,224 were made in the nine months ended July 31, 2012. In addition, $2,916 of expenses related to production inefficiencies and moving costs were incurred in the nine months ended July 31, 2012. Of this amount, $2,040 was recorded in cost of sales, and $876 was recorded in severance and restructuring costs.

In order to optimize Adhesive Dispensing Systems segment operations in Germany, a restructuring initiative was launched in 2011 that resulted in severance costs of $209. Of that amount, $11 was recorded in the three months ended July 31, 2012, $42 was recorded in the three months ended April 30, 2012, $124 was recorded in the three months ended January 31, 2012, and $32 was recorded in 2011. Payments of $206 were made in the nine months ended July 31, 2012.

In order to optimize Industrial Coating Systems operations in Ohio, a restructuring initiative was undertaken in 2012 that resulted in $690 of severance costs. Of that amount, $129 was recorded in the three months ended July 31, 2012, and $561 was recorded in the three months ended April 30, 2012. Payments of $690 were made in the nine months ended July 31, 2012.

Page 15

Nordson Corporation

11.	Fair value measurements . The inputs to the valuation techniques used to measure fair value are classified into the following categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table presents the classification of our financial assets and liabilities measured at fair value on a recurring basis at July 31, 2012:


	Total		Level 1		Level 2		Level 3
Assets:
Rabbi trust (a)	$	13,378	$	—	$	13,378	$	—
Forward exchange contracts (b)		769		—		769		—

Total assets at fair value	$	14,147	$	—	$	14,147	$	—

Liabilities:
Deferred compensation plans (c)	$	5,804	$	5,804	$	—	$	—
Forward exchange contracts (b)		3,845		—		3,845		—

Total liabilities at fair value	$	9,649	$	5,804	$	3,845	$	—

(a)	We maintain a rabbi trust that serves as an investment to shadow our deferred compensation plan liability. The investment assets of the trust consist of life insurance policies for which we recognize income or expense based upon changes in cash surrender value.

(b)	We enter into foreign currency forward contracts to reduce the risk of foreign currency exposures resulting from receivables, payables, intercompany receivables, intercompany payables and loans denominated in foreign currencies. Foreign exchange contracts are valued using market exchange rates.

(c)

Executive officers and other highly compensated employees may defer up to 100% of their salary and incentive compensation into various non-qualified deferred compensation plans. Deferrals can be allocated to various market performance measurement funds. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.

Page 16

Nordson Corporation

12.

Financial instruments . We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currencies are recorded and the dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions. These contracts usually have maturities of 90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments.

Gains and losses on foreign exchange contracts are recorded in “Other – net” on the Consolidated Statement of Income together with the transaction gain or loss from the hedged balance sheet position. For the three months ended July 31, 2012, we recognized losses of $3,464 on foreign exchange contracts and gains of $2,796 from the change in fair value of balance sheet positions. For the three months ended July 31, 2011, we recognized losses of $3,532 on foreign exchange contracts and gains of $3,640 from the change in fair value of balance sheet positions. For the nine months ended July 31, 2012, we recognized losses of $3,452 on foreign exchange contracts and gains of $2,657 from the change in fair value of balance sheet positions. For the nine months ended July 31, 2011, we recognized losses of $8,083 on foreign exchange contracts and gains of $9,980 from the change in fair value of balance sheet positions. We do not use financial instruments for trading or speculative purposes.

We had the following outstanding foreign currency forward contracts at July 31, 2012:


	Sell				Buy
	Notional Amounts		Fair Market Value		Notional Amounts		Fair Market Value
Euro	$	2,862	$	2,830	$	88,257	$	84,737
British pound		—		—		27,832		27,757
Japanese yen		6,829		6,861		13,278		13,342
Others		4,851		4,911		32,855		33,370

Total	$	14,542	$	14,602	$	162,222	$	159,206

The carrying amounts and fair values of financial instruments at July 31, 2012, other than receivables and accounts payable, are shown in the table below. The carrying values of receivables and accounts payable approximate fair value due to the short-term nature of these instruments.


	Carrying Amount			Fair Value
Cash and cash equivalents	$	53,639		$	53,639
Notes payable		50,003			50,003
Long-term debt, including current maturities		643,641			645,392
Foreign exchange contracts (net)		(3,076	)		(3,076	)

We used the following methods and assumptions in estimating the fair value of financial instruments:

•

Cash, cash equivalents and notes payable are valued at their carrying amounts due to the relatively short period to maturity of the instruments.

•

Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy.

•

Foreign exchange contracts are estimated using observable marker-based inputs, which are considered to be Level 2 inputs under the fair value hierarchy.

Page 17

Nordson Corporation

13.	Income taxes . We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period. The effective tax rates for the three and nine-month periods ended July 31, 2012 were 29.9% and 30.4%, respectively.

During the three months ending July 31, 2012, we recorded a favorable adjustment related to our 2011 tax provision that reduced income taxes by $400; additionally, we recorded a tax benefit of $175 related to an adjustment of deferred taxes resulting from a tax rate reduction in the United Kingdom. During the three months ending January 31, 2012, we recorded tax expense of $325 related to an adjustment of deferred taxes resulting from a tax rate reduction in Japan.

The effective tax rates for the three and nine-month periods ended July 31, 2011 were 27.7% and 29.1%, respectively. During the three months ending July 31, 2011, we recorded a favorable adjustment to unrecognized tax benefits of $2,027, primarily related to settlements with tax authorities. Additionally, during the three months ending July 31, 2011, we recorded a tax benefit of $368 related to an adjustment of deferred taxes resulting from a tax rate reduction in the United Kingdom.

In December 2010, Congress passed and the President signed the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, which provided retroactive reinstatement of a research credit. As a result, we recorded an additional tax benefit related to 2010 of $1,580 in the nine months ended July 31, 2011. Additionally, in the nine month period end July 31, 2011 we recorded a $549 tax benefit related to prior years for deductions associated with the Company’s Employee Stock Ownership Plan.

14.

Acquisitions . On June 14, 2012, we acquired 100% of the outstanding shares of EDI Holdings, Inc. (“EDI”), a provider of slot coating and flat polymer extrusion dies for plastic processors and web converters headquartered in Chippewa Falls, Wisconsin. EDI is being reported in our Adhesive Dispensing Systems segment.

On June 21, 2012, we acquired 100% of the outstanding shares of Xaloy Superior Holdings, Inc. (“Xaloy”), a manufacturer of melt delivery components for injection and extrusion machinery in the global plastic processing industry headquartered in New Castle, Pennsylvania. Xaloy is being reported in our Adhesive Dispensing Systems segment.

Financing for these acquisitions consisted of $250,000 from a 364-day bridge loan facility with PNC and the balance from our existing revolving loan facility. Subsequently, we repaid $200,000 of the bridge loan with proceeds from private placement notes having maturities between July 2017 and July 2025.

These acquisitions were not individually material, but in the aggregate they must be disclosed pursuant to the business combinations guidance. On an aggregate basis, net sales and net income included in our consolidated statement of income attributable to these acquisitions since their respective acquisition dates were approximately $22,088 and $848, respectively. The table below shows a preliminary allocation of the combined purchase price. A final determination of the purchase price allocation will be made based upon the completion of independent appraisals of the fair value of related long-lived tangible and intangible assets and the determination of the fair value of certain other acquired assets and liabilities.


Fair values:
Current assets	$	62,997
Non-current assets		50,231
Goodwill		239,921
Intangible assets subject to amortization		114,046
Current liabilities		(28,475	)
Non-current liabilities		(25,491	)

		413,229
Less cash acquired		(8,027	)

Purchase price	$	405,202

Page 18

Nordson Corporation

The intangible assets consist of customer lists of $43,800, which are being amortized over 8.5 years; technology assets of $24,900, which are being amortized over 15 years; tradenames of $41,500, which are being amortized over 15 years; and non-compete agreements of $3,846, which are being amortized over one to two years. None of the goodwill associated with these acquisitions is tax deductible; however, there is $11,000 of tax basis goodwill related to previous acquisitions that is tax deductible.

The following unaudited pro forma financial information for 2012 and 2011 assumes the acquisitions above occurred as of the beginning of 2011, after giving effect to certain adjustments, including amortization of intangible assets, interest expense on acquisition debt and income tax effects. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations which may occur in the future or that would have occurred had the acquisitions been affected on the date indicated, nor are they necessarily indicative of our future results of operations.


Nine months ended July 31	2012		2011
Sales	$	1,083,694	$	1,034,839
Net income	$	162,411	$	169,689
Basic earnings per share	$	2.52	$	2.50
Diluted earnings per share	$	2.49	$	2.46

Proforma results for 2011 were adjusted to include $1,824 of acquisition-related expenses, $3,222 of nonrecurring expense related to the fair value adjustment to acquisition-date inventory and $9,169 of amortization expenses related to EDI and Xaloy intangible assets. Proforma results for 2012 were adjusted to exclude $1,824 of acquisition-related expenses and $1,660 of nonrecurring expense related to the fair value adjustment to acquisition-date inventory. Proforma results for 2012 include $8,085 of amortization expense related to EDI and Xaloy intangible assets.

15.

Contingencies . We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business, including the environmental matter discussed below. After consultation with legal counsel, we do not expect that resolutions of these matters will result in a material effect on our financial condition, quarterly or annual results of operations or cash flows.

We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and the construction of a potable water delivery system serving the impacted area down gradient of the Site. At July 31, 2012 and October 31, 2011 our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $795. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

16.	Subsequent events . On August 1, 2012 we acquired Plymouth, Michigan based Sealant Equipment & Engineering, Inc., a leader in the engineering and manufacturing of meter, mix and dispense equipment and valves that apply 1-part, 2-part and 3-part adhesive, sealant and lubricating materials.

Page 19

Nordson Corporation

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is Management’s discussion and analysis of certain significant factors affecting our financial condition and results of operations for the periods included in the accompanying condensed consolidated financial statements.

Results of Operations

Sales

Worldwide sales for the three months ended July 31, 2012 were $379,872, an increase $67,617, or 21.7%, from sales of $312,255 for the comparable period of 2011. Sales volume increased 26.1%, and unfavorable effects of currency translations decreased sales by 4.4%. The sales volume increase consisted of organic growth of 15.9% and 10.2% from acquisitions. Sales volume increased in all three business segments and all five geographic regions in which we operate.

Sales of the Adhesive Dispensing Systems segment for the three months ended July 31, 2012 were $175,175, an increase of $22,104, or 14.4%, from the comparable period of 2011. Sales volume increased 20.9%, and unfavorable currency translation effects decreased sales by 6.5%. The sales volume increase consisted of 16.5% from acquisitions and in 4.4% organic volume growth. Sales volume increased in all regions, primarily due to acquisitions and growth in consumer non-durable end markets.

Advanced Technology Systems segment sales for the three months ended July 31, 2012 were $153,073 compared to $111,609 in the comparable period of 2011, an increase of $41,464, or 37.2%. Sales volume increased 39.3%, and currency translation effects decreased sales by 2.1%. The sales volume increase consisted of organic growth of 33.6% and 5.7% from an acquisition. Within the segment, volume increases were strongest in Asia Pacific, the United States and Japan. Volume increases were driven by strong broad-based demand for dispensing, and test and inspection equipment in electronics end markets, especially for mobile device applications.

Effective November 1, 2011, the Industrial Coating Systems segment includes our fuel cell product line that had previously been reported in the Advanced Technology Systems segment. This reclassification more closely reflects the change in management of this product line and its related growth opportunities. Prior year results have been reclassified to reflect the segment change.

Sales of the Industrial Coating Systems segment for the three months ended July 31, 2012 were $51,624, an increase of $4,049, or 8.5%, from sales of $47,575 for the three months ended July 31, 2011. Volume increased 11.8%, and currency translation effects decreased sales by 3.3%. The sales volume increase was driven by durable goods manufacturers’ demand for our coating and cold material system solutions primarily in the United States and Japan.

On a geographic basis, sales in the United States increased 29.6% for the three months ended July 31, 2012 from the three months ended July 31, 2011. The increase consisted of 18.9% from acquisitions and 10.7% organic volume. Sales in the Americas region were up 5.8%, with volume increasing 13.6% and unfavorable currency effect reducing sales by 7.8%. The change in sales volume consisted of 8.7% from acquisitions and 4.9% organic volume. The European sales decrease of 2.4% consisted of an 8.8% volume increase offset by unfavorable currency effects of 11.2%. The increase in sales volume consisted of 0.4% from organic volume and 8.4% from acquisitions. Sales in Japan for the three months ended July 31, 2012 increased 14.8% from the comparable period of the prior year. The increase consisted of a 14.1% in sales volume and favorable currency effects of 0.7%. The change in sales volume consisted of 6.3% from acquisitions and organic volume of 7.8%. Asia Pacific sales increased 49.5%. Sales volume increased 50.8%, partially offset by unfavorable currency effects of 1.3%. The change in sales volume consisted of 5.6% from acquisitions and 45.2% organic volume.

Page 20

Nordson Corporation

Worldwide sales for the nine months ended July 31, 2012 were $970,901, an increase of $68,760, or 7.6%, from sales of $902,141 for the comparable period of 2011. Sales volume increased 9.7%, offset by unfavorable currency effects of 2.1%. The sales volume increase consisted of 5.6% from acquisitions and a 4.1% increase in organic volume. Sales volume increased in all three business segments and all five geographic regions in which we operate.

Sales of the Adhesive Dispensing Systems segment for the nine months ended July 31, 2012 were $469,045, an increase of $19,566, or 4.4% from the comparable period of 2011. Sales volume increased 7.4%, and unfavorable currency translation effects decreased sales by 3.0%. The sales volume increase was the result of 6.9% from acquisitions and 0.5% from organic volume. Sales volume increased in all geographic regions.

Advanced Technology Systems segment sales for the nine months ended July 31, 2012 were $368,178 compared to $320,844 in the comparable period of 2011, an increase of $47,334, or 14.8%. Sales volume increased 15.8%, and currency translation effects decreased sales by 1.0%. The sales volume increase consisted of 6.2% from an acquisition and organic volume of 9.6%. Within the segment, volume increased in all geographic regions, except for Europe due to general economic conditions in that region. Volume increases were driven by strong broad-based demand for dispensing, test and inspection in electronics end markets, especially for mobile device applications.

Sales of the Industrial Coating Systems segment for the nine months ended July 31, 2012 were $133,678, an increase of $1,860, or 1.4%, from the nine months ended July 31, 2011. Sales volume increases of 3.0% were partially offset by currency translation effects that decreased sales by 1.6%. The sales volume increase was driven by durable goods manufacturers’ demand for our coating and cold material system solutions primarily in the United States.

On a geographic basis, sales in the United States increased 15.1% for the nine months ended July 31, 2012 from the nine months ended July 31, 2011. The increase consisted of 10.8% from acquisitions and 4.3% organic volume. Sales in the Americas region were up 2.3%, with volume increasing 7.3% offset by unfavorable currency effects of 5.0%. The change in sales volume consisted of 4.8% from acquisitions and 2.5% organic volume. The European sales decrease of 4.4% consisted of a volume increase of 1.6% offset by a decrease of 6.0% from unfavorable currency effects. The increase in sales volume consisted of 5.4% from acquisitions partially offset by a decline in organic volume of 3.8%. Sales in Japan for the nine months ended July 31, 2012 increased 10.7% from the comparable period of the prior year. The increase consisted of volume of 7.8% and favorable currency effects of 2.9%. The increase in sales volume consisted of 2.4% from acquisitions and 5.4% organic volume. Asia Pacific sales increased 15.6%, with volume increasing 15.7% partially offset by unfavorable currency effects of 0.1%. The change in sales volume consisted of 2.2% from acquisitions and 13.5% organic volume.

Operating Profit

Cost of sales for the three months ended July 31, 2012 were $156,658, up from $124,205 in 2011. Cost of sales, including those costs classified as restructuring, for the nine months ended July 31, 2012 were $388,685, up from $350,168 in 2011. The gross margin percentage was 58.8% for the three months ended July 31, 2012, as compared to 60.2% for the comparable period of 2011 and was 60.0% for the nine months ended July 31, 2012, as compared to 61.2% for the comparable period of 2011. The 2012 gross margin percentages were negatively impacted by higher charges for short-term inventory purchase accounting valuation adjustments related to acquisitions. “Cost of goods sold – restructuring” of $2,040 in the nine months ended July 31, 2012 were costs associated with the transfer of production and start-up activities related to our United States Adhesive Dispensing Systems plant consolidation initiative that resulted in decreases in the gross margin percentage of 0.2% for the nine months ended July 31, 2012. Other decreases in gross margin percentages in 2012 were due to product line mix changes and currency effects.

Page 21

Nordson Corporation

Selling and administrative expenses, excluding severance and restructuring costs, for the three months ended July 31, 2012 were $124,555, compared to $109,330 for the comparable period of 2011. This represented an increase of $15,225 or 13.9%. Selling and administrative expenses for the nine months ended July 31, 2012 were $347,666, compared to $315,301 for the comparable period of 2011. This represented an increase of $32,365, or 10.3%. The increases were largely due to the addition of acquired businesses, acquisition transaction costs and higher compensation expenses related to increased employment levels, partially offset by currency effects that reduced expenses. Selling and administrative expenses for the three and nine months ended July 31, 2011 included $3,136 related to a fee paid to withdraw from a multiemployer employee pension fund in Japan, and for the nine months ended July 31, 2011 included impairment charges of $1,322 related to the write-down of two of our facilities in Georgia related to a decision to consolidate operations and reduce the number of facilities there.

Selling and administrative expenses, excluding severance and restructuring costs, for the three months ended July 31, 2012 as a percent of sales decreased to 32.8% from 35.0% for the comparable period of 2011. For the nine months ended July 31, 2012, these expenses as a percent of sales increased to 35.8% from 35.0% for the comparable period of 2011. The improvement in the expense-to-sales ratios in the three month period versus the nine month period can be traced to a much higher rate of growth in sales in the last three month period relative to the first six month period. Relative to the same periods of 2011, sales for the last three months ended July 31, 2012, increased 21.7% with a 13.9% increase in selling and administrative expenses; and, sales for the first six months of 2012 increased less than 1% with an 8.3% increase in selling and administrative expenses.

In connection with the Adhesive Dispensing System initiative described above, a 2011 Adhesive Dispensing System initiative in Germany, and a 2012 Industrial Coating Systems initiative, severance and restructuring costs of $121 and $2,668 were recorded in the three and nine months, respectively, ended July 31, 2012, compared to costs of $64 for the three and nine months ended July 31, 2011.

Operating profit as a percentage of sales was 25.9% for the three months ended July 31, 2012, up from 25.2% for the comparable period of 2011. The increase was primarily due to sales increasing at a higher rate than selling and administrative expenses. Operating profit as a percentage of sales was 23.9% for the nine months ended July 31, 2012, down from 26.2% for the comparable period of 2011. The decrease was primarily due to selling and administrative expenses increasing at a higher rate than sales in the first half of 2012 and severance and restructuring costs in the current year.

Operating profit as a percent of sales for the Adhesive Dispensing Systems segment decreased to 29.8% for the three months ended July 31, 2012 from 33.6% in 2011 and to 32.2% for the nine months ended July 31, 2012 from 35.0% for the comparable period of 2011. Operating profit for the three and nine months ended July 31, 2012 included charges related to short-term inventory purchase accounting adjustments. Operating profit for the nine months ended July 31, 2012 included $4,018 of severance and restructuring costs. Operating profit for the nine months ended July 31, 2011 included impairment losses of $1,322 on two facilities that were written down to fair value.

For the Advanced Technology Systems segment, operating profit as a percent of sales for the three months ended July 31, 2012 was 32.6%, up from 27.8% for the three months ended July 31, 2011. For the nine months ended July 31, 2012 operating profit as a percent of sales was 25.7%, down from 27.4% last year. Operating margin for the nine months ended July 31, 2012 was negatively impacted by higher charges related to short-term purchase accounting valuation adjustments and expenses associated with the termination of a pension plan.

Operating profit for the Industrial Coating Systems segment was 13.7% of sales for the three months ended July 31, 2012, compared to 17.5% for the three months ended July 31, 2011. For the nine months ended July 31, 2012 operating profit was 10.2% of sales, compared 14.4% in the same period of 2011. The decreases were due to selling and administrative expenses increasing at a higher rate than sales.

Page 22

Nordson Corporation

Interest and Other Income (Expense)

Interest expense for the three months ended July 31, 2012 was $2,796, up $1,969 from $827 for the three months ended July 31, 2011. Interest expense for the nine months ended July 31, 2012 was $6,925, up $3,365 from $3,560 for the nine months ended July 31, 2011. The increases were due to higher borrowing levels resulting primarily from acquisitions in the third quarter of 2012 and the fourth quarter of 2011 and share repurchases.

Other expense was $716 for the three months ended July 31, 2012, compared to other income of $169 in the comparable period of the prior year. Included in those amounts were foreign exchange losses of $668 in 2012 and foreign exchange gains of $108 in 2011. Other income for the nine months ended July 31, 2012 was $413, compared to $2,896 for the nine months ended July 31, 2011. Included in those amounts were foreign exchange losses of $795 in 2012 and foreign exchange gains of $1,897 in 2011.

Income Taxes

The effective tax rates for the three and nine-month periods ending July 31, 2012 were 29.9% and 30.4%, compared to 27.7% and 29.1% for the comparable periods ending July 31, 2011.

The tax rate for the three months ended July 31, 2012, was impacted by a favorable adjustment related to our 2011 tax provision that reduced income taxes by $400, and a favorable adjustment to deferred taxes related to a tax rate reduction in the United Kingdom that reduced income taxes by $175. During the three months ending January 31, 2012, we recorded tax expense of $325 related to an adjustment of deferred taxes resulting from a tax rate reduction in Japan.

The tax rate for the three months ended July 31, 2011, was impacted by a favorable adjustment to unrecognized tax benefits primarily related to settlements with tax authorities that reduced income taxes by $2,027. Additionally, during the three months ending July 31, 2011, we recorded a tax benefit of $368 related to an adjustment of deferred taxes resulting from a tax rate reduction in the United Kingdom.

In December 2010, Congress passed and the President signed the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, which provided retroactive reinstatement of a research credit. As a result, we recorded an additional tax benefit related to 2010 of $1,580 in the nine months ended July 31, 2011. Additionally, in the nine month period ending July 31, 2011 we recorded a $549 tax benefit related to prior years for deductions associated with the Company’s Employee Stock Ownership Plan.

Net Income

Net income for the three months ended July 31, 2012 was $66,694, or $1.03 per share on a diluted basis, compared to $56,550, or $0.82 per share on a diluted basis in the same period of 2011. This represents a 17.9% increase in net income and a 25.6% increase in earnings per share. For the nine months ended July 31, 2012, net income was $157,143, or $2.41 per share on a diluted basis, compared to $167,689, or $2.44 per share for the nine months ended July 31, 2011. This represents a 6.3% decrease in net income and a 1.2% decrease in earnings per share. The percentage change in earnings per share is different than the percentage change in net income due to a lower number of shares outstanding in the current year as a result of treasury share purchases.

Foreign Currency Effects

In the aggregate, average exchange rates for 2012 used to translate international sales and operating results into U.S. dollars compared unfavorably with average exchange rates existing during 2011. It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which we operate. However, if transactions for the three months ended July 31, 2012 were translated at exchange rates in effect during the same period of 2011, sales would have been approximately $13,800 higher while third-party costs and expenses would have been approximately $8,300 higher. If transactions for the nine months ended July 31, 2012 were translated at exchange rates in effect during the same period of 2011, sales would have been approximately $18,700 higher and third party costs would have been approximately $11,000 higher.

Page 23

Nordson Corporation

Financial Condition

During the nine months ended July 31, 2012, cash and cash equivalents increased $16,231. Cash provided by operations during this period was $177,575, compared to $180,292 for the nine months ended July 31, 2011. Cash of $195,445 was generated from net income adjusted for non-cash income and expenses as compared to $198,278 last year. The decrease was primarily due to lower net income. Changes in operating assets and liabilities used $17,870 of cash in the current year, compared to $17,986 in 2011.

Cash used in investing activities was $423,310 for the nine months ended July 31, 2012, compared to $41,251 in the comparable period of the prior year. Current year capital expenditures were $21,550, up from $14,306 from 2011. Significant expenditures in the current year include the previously announced expansion of our Duluth, Georgia facility and production equipment for our new facility in Swainsboro, Georgia. Cash of $2,213 was received in the six months ended April 30, 2012 related to the sale of UV Curing graphic arts and lamps product lines that occurred in June 2010. In the nine months ended July 31, 2012, cash of $405,202 was used for the acquisition of EDI and Xaloy. In the nine months ended July 31, 2011, cash of $34,627 was used for the acquisition of Micromedics, Inc., and Verbruggen. In 2011, cash proceeds of $7,552 were received from the maturity of bank certificates of deposit that had been classified as short-term marketable securities.

Cash provided by finance activities was $264,122 during the nine months ended July 31, 2012, compared to cash used in financing activities of $114,673 for the nine months ended July 31, 2011. In the current year, cash proceeds of $374,488 were generated from net short-term and long-term borrowings related to acquisitions. Cash of $3,191 was also provided by the issuance of common stock related to stock option exercises. These amounts were offset by $86,982 used for the repurchase of common shares and $24,189 for dividend payments.

The following is a summary of significant changes in balance sheet captions from the end of 2011 to July 31, 2012. Receivables increased $47,059 due to the EDI and Xaloy acquisitions and to higher sales in the third quarter of 2012 compared to the fourth quarter of 2011. Inventories increased $37,227 due to the acquisitions and a higher level of business activity expected in the fourth quarter of 2012. Prepaid expenses increased primarily as a result of acquisitions. Property, plant and equipment – net increased $43,226 primarily due to acquisitions, our previously announced expansion of our Duluth, Georgia facility and production equipment and a capital lease asset related to a new leased facility in Swainsboro, Georgia. The increases in goodwill and intangible assets were due to acquisitions.

The increase in notes payable is due to short-term borrowings, accounts payable and accrued liabilities were primarily due to acquisitions. The increase of $10,910 in income taxes payable was primarily due to the timing of required tax payments. The increase of $20,614 in customer advanced payments can be traced to acquisitions and a higher level of engineered system orders that require partial payment in advance. Current maturities of long-term debt increased and long-term debt decreased as a result of the reclassification from long-term to current of our $50,000 Prudential Senior note due in February 2013. The long-term debt increase of $274,518 reflects borrowings under a senior note purchase agreement in July 2012 and additional borrowings under our revolving credit agreement, partially offset by the reclassification mentioned above. The increase of $9,631 in long-term deferred income taxes was primarily due to amortization of goodwill for tax purposes, purchase accounting adjustments and acquisitions. The $9,696 increase in other long-term liabilities was largely due to acquisitions and a capital lease obligation related to our new Swainsboro, Georgia facility.

In September 2011, the board of directors approved a program that allowed for the repurchase of up to $100,000 of common shares. This program was completed in April 2012, and the board of directors approved an additional repurchase program of up to $100,000. Uses for repurchased shares include the funding of benefit programs including stock options, nonvested stock and 401(k) matching. During 2012, we repurchased 1,831 shares within these programs for a total amount of $86,022, using working capital and proceeds from borrowings under our credit facilities.

Page 24

Nordson Corporation

On July 26, 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $200,000 of Senior Notes. The notes mature between July 2017 and July 2025 and bear interest at fixed rates between 2.27% and 3.13%. We were in compliance with all covenants at July 31, 2012.

On June 4, 2012, we entered into a $250,000 Credit Agreement with PNC Bank. The agreement provides for a delayed draw term loan facility that matures 364 days after the date of the agreement. We borrowed $250,000 under this agreement for the EDI and Xaloy acquisitions and repaid $200,000 using proceeds of the Senior Notes described above, leaving a balance of $50,000 outstanding at July 31, 2012. After the repayment the amount available to be borrowed under the agreement was reduced to $50,000. We were in compliance with all covenants at July 31, 2012.

On December 9, 2011 we entered into a $500,000 unsecured multicurrency credit facility with a group of banks. This facility has a five-year term and includes a $40,000 subfacility for swing-line loans. It may be increased from $500,000 to $750,000 under certain conditions. This facility contains customary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios. It replaced our existing revolving loan agreement that was scheduled to expire in 2012. Balances outstanding under the prior facility were transferred to the new facility. At July 31, 2012, $316,800 was outstanding under this facility, compared to $192,200 outstanding at October 31, 2011 under the prior facility. We were in compliance with all debt covenants at July 31, 2012, and the amount we could borrow under the facility would not have been limited by any debt covenants.

In 2008, we entered into a $50,000 Senior Note Purchase Agreement with Prudential Investment Management, Inc. The Note bears interest at a rate of 4.98 percent, matures on February 22, 2013 and is unsecured. The Agreement contains customary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios. We were in compliance with all covenants at July 31, 2012.

On June 30, 2011, we entered into a $150,000 three-year Private Shelf Note agreement with New York Life Investment Management LLC. Borrowings under the agreement may be up to 12 years, with an average life of up to 10 years and are unsecured. The interest rate on each borrowing can be fixed or floating and is based upon the market rate at the borrowing date. This agreement contains customary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios. At July 31, 2012 and October 31, 2011, $75,000 was outstanding under this facility at a fixed rate of 2.21 percent per annum. We were in compliance with all covenants at July 31, 2012, and the amount we could borrow would not have been limited by any debt covenants.

Critical Accounting Policies

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate the accounting policies and estimates used to prepare financial statements. Estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.

Certain accounting policies that require significant management estimates and are deemed critical to the results of operations or financial position were discussed in Item 7 of the 10-K for the year ended October 31, 2011. There were no material changes in these policies during the three months ended July 31, 2012.

Page 25

Nordson Corporation

Outlook

For the fourth quarter of 2012, sales are expected to increase 23% to 27% compared to the same period a year ago, including an estimated 4% unfavorable effect associated with currency translation. Diluted earnings per share are expected in the range of $0.96 to $1.04.

This outlook is supported by encouraging order rates that exceed a year ago; however, uncertainties in the macroeconomic environment add caution to our view of growth for the near-term quarters.

We continue to look for strategic acquisition opportunities and continue to develop new applications and markets for our technologies and to move forward with additional lean and other operational initiatives to enhance our financial performance.

Safe Harbor Statements Under The Private Securities Litigation Reform Act Of 1995

This Form 10-Q, particularly “Management’s Discussion and Analysis,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the U.S. and global economies. Statements in this 10-Q that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases.

In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Factors that could cause actual results to differ materially from the expected results are discussed in Item 1A, Risk Factors in our 10-K for the year ended October 31, 2011.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding our financial instruments that are sensitive to changes in interest rates and foreign currency exchange rates was disclosed in our 10-K for the year ended October 31, 2011. The information disclosed has not changed materially in the interim period since then.

ITEM 4. CONTROLS AND PROCEDURES

Our management with the participation of the principal executive officer (President and Chief Executive Officer) and principal financial officer (Senior Vice President, Chief Financial Officer) has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15(e)) as of July 31, 2012. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of July 31, 2012 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended July 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 26

Nordson Corporation

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business, including the environmental matter discussed below. After consultation with legal counsel, we do not expect that resolutions of these matters will result in a material effect on our financial condition, quarterly or annual results of operations or cash flows.

ITEM 1A. RISK FACTORS

Information regarding our risk factors was disclosed in our 10-K for the year ended October 31, 2011. The information disclosed has not changed materially in the interim period since then.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes common stock repurchased by the Company during the three months ended July 31, 2012:


(In thousands, except for per share data)	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs
May 1, 2012 to May 31, 2012		242	$	51.67		242	$	84,883
June 1, 2012 to June 30, 2012		—		—		—		84,883
July 1, 2012 to July 31, 2012		3	$	51.55		—		84,883

Total		245				242

(1)

In April 2012 the board of directors approved an additional repurchase program of up to $100,000. Uses for repurchased shares include the funding of benefit programs including stock options, nonvested stock and 401(k) matching. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program is being funded using working capital and proceeds from borrowings under our credit facilities.

Page 27

Nordson Corporation

ITEM 6. EXHIBITS

Exhibit Number:

4.1 Credit agreement dated June 4, 2012 by and among Nordson Corporation, PNC Bank National Association and PNC Capital Markets LLC

4.2 Master Note Purchase Agreement dated July 26, 2012 between Nordson Corporation and the purchasers listed therein

10.1 Stock Purchase Agreement Dated May 18, 2012 by and among Nordson Corporation and Bertram Growth Capital I, Bertram Growth Capital II, Bertram Growth Capital II-A, and EDI Holdings, Inc.

10.2 Agreement and Plan of Merger by and among Xaloy Superior Holdings, Inc., Nordson Corporation, Buckeye Merger Corp. and Sellers’ Representative dated as of June 2, 2012

31.1 Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three months ended July 31, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income for the three and nine months ended July 31, 2012 and July 31, 2011, (ii) the Condensed Consolidated Balance Sheets at July 31, 2012 and October 31, 2011, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2012 and July 31, 2011, and (iv) the Notes to Condensed Consolidated Financial Statements.

Page 28

Nordson Corporation

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 thereunto duly authorized.


Date: September 5, 2012	Nordson Corporation

	By:	/s/ Gregory A. Thaxton
	Gregory A. Thaxton
	Senior Vice President, Chief Financial Officer
	(Principal Financial Officer)

Page 29

Exhibit 4.1

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of June 4, 2012, among the following:

(i) NORDSON CORPORATION, an Ohio corporation (“Borrower”);

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

(iii) PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Banks under this Agreement (in such capacity as Administrative Agent, “Agent”); and

(iv) PNC CAPITAL MARKETS LLC, as Sole Lead Arranger and Sole Bookrunner.

WITNESSETH:

WHEREAS, Borrower and the Banks desire to contract for the establishment of a $250,000,000 delayed draw term loan facility, to be made available to Borrower upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE I.

DEFINITIONS

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

“2008 Note Purchase Agreement” shall mean the Note Purchase and Private Shelf Agreement, dated as of February 22, 2008, pursuant to which Borrower issued and sold Fifty Million Dollars ($50,000,000) in aggregate principal amount of its 4.98% Series A Senior Notes due February 22, 2013.

“2011 NYLIM Note Purchase Agreement” shall mean the Note Purchase and Private Shelf Agreement, dated as of June 30, 2011, pursuant to which Borrower issued and sold Seventy-Five Million Dollars ($75,000,000) in aggregate principal amount of its Senior Notes and may issue and sell up to an additional Seventy-Five Million Dollars ($75,000,000) of its Senior Notes.

“2012 Senior Note Purchase Agreements” shall mean those Note Purchase Agreements contemplated to be entered into by Borrower with certain purchasers pursuant to which Borrower may issue and sell its senior notes in an aggregate principal amount up to Two Hundred Million Dollars ($200,000,000).

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

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

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

“Agent Fee Letter” shall mean the Agent Fee Letter, dated as of May 30, 2012, between Borrower and Agent.

“Agreement” shall have the meaning provided in the first paragraph hereof. “Amendment” shall have the meaning provided in Section 5.21.

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

“Applicable Facility Fee Rate” shall mean:

(a) for the period from the Closing Date until the first adjustment date pursuant to clause (b) hereafter, 12.5 basis points; and

(b) commencing with the financial statements for FQE July 31, 2012, the number of basis points set forth in the following matrix, based upon the result of the computation of the Leverage Ratio, shall be used to establish the number of basis points that will go into effect on September 15, 2012 and thereafter:


Leverage Ratio		Facility Fee Rate
Greater than 3.25 to 1.00		20 basis points
Greater than 2.75 to 1.00, but less than or equal to 3.25 to 1.00		17.5 basis points
Greater than 2.00 to 1.00, but less than or equal to 2.75 to 1.00		15 basis points


Greater than 1.25 to 1.00, but less than or equal to 2.00 to 1.00		12.5 basis points
Less than or equal to 1.25 to 1.00		10 basis points

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

“Applicable Margin” shall mean:

(a) for the period from the Closing Date until the first adjustment date pursuant to clause (b) hereafter, 87.5 basis points for Eurodollar Loans; and

(b) commencing with the financial statements for FQE July 31, 2012, the number of basis points set forth in the applicable matrix below, based upon the result of the computation of the Leverage Ratio, shall be used to establish the number of basis points that will go into effect on September 15, 2012 and thereafter:

For any period prior to six months after the Closing Date:


Leverage Ratio	Eurodollar Margin	Base Rate Margin
Greater than 3.25 to 1.00	155 basis points	55 basis points
Greater than 2.75 to 1.00, but less than or equal to 3.25 to 1.00	132.5 basis points	32.5 basis points
Greater than 2.00 to 1.00, but less than or equal to 2.75 to 1.00	110 basis points	10 basis points
Greater than 1.25 to 1.00, but less than or equal to 2.00 to 1.00	87.5 basis points	0 basis points
Less than or equal to 1.25 to 1.00	77.5 basis points	0 basis points

For any period on and after six months after the Closing Date until nine months after the Closing Date:


Leverage Ratio	Eurodollar Margin	Base Rate Margin
Greater than 3.25 to 1.00	167.5 basis points	67.5 basis points
Greater than 2.75 to 1.00, but less than or equal to 3.25 to 1.00	145 basis points	45 basis points


Greater than 2.00 to 1.00, but less than or equal to 2.75 to 1.00	122.5 basis points	22.5 basis points
Greater than 1.25 to 1.00, but less than or equal to 2.00 to 1.00	100 basis points	0 basis points
Less than or equal to 1.25 to 1.00	90 basis points	0 basis points

For any period on and after nine months after the Closing Date:


Leverage Ratio	Eurodollar Margin	Base Rate Margin
Greater than 3.25 to 1.00	180 basis points	80 basis points
Greater than 2.75 to 1.00, but less than or equal to 3.25 to 1.00	157.5 basis points	57.5 basis points
Greater than 2.00 to 1.00, but less than or equal to 2.75 to 1.00	135.0 basis points	35 basis points
Greater than 1.25 to 1.00, but less than or equal to 2.00 to 1.00	112.5 basis points	12.5 basis points
Less than or equal to 1.25 to 1.00	102.5 basis points	2.5 basis points

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

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

“Authorized Officer” shall mean (i) in the case of Borrower, its chief executive officer, its chief financial officer, its treasurer, or any vice president of Borrower designated as an “Authorized Officer” of Borrower for the purpose of this Agreement in an Officer’s Certificate executed by Borrower’s chief executive officer or chief financial officer and delivered to the Agent and (ii) in the case of the Agent or any Bank, any vice president, senior vice president or person holding an equivalent or greater title of the Agent or any Bank. Any action taken under this Agreement on behalf of Borrower by any individual who on or after the date of this Agreement shall have been an Authorized Officer of Borrower and whom Agent or any Bank in good faith believes to be an Authorized Officer of Borrower at the time of such action shall be binding on Borrower even though such individual shall have ceased to be an Authorized Officer of Borrower, and any action taken under this Agreement on behalf of the Agent or any Bank by any individual who on or after the date of this Agreement shall have been an Authorized Officer

of the Agent or such Bank and whom Borrower in good faith believes to be an Authorized Officer of the Agent or such Bank at the time of such action shall be binding on the Agent or such Bank even though such individual shall have ceased to be an Authorized Officer of the Agent or such Bank.

“Bank” has the meaning set forth in the first paragraph of this Agreement.

“Base Rate” shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Federal Funds Open Rate , plus 0.5%, and (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Base Rate Loan” shall mean a Loan described in Section 2.01 hereof on which Borrower shall pay interest at a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) plus the Base Rate.

“Borrower” shall have the meaning set forth in the first paragraph of this Agreement.

“Business Day” shall mean a day of the year on which banks are not required or authorized to close in Cleveland, Ohio, and, if the applicable Business Day relates to any Eurodollar Loan, on which dealings are carried on in the London interbank eurodollar market.

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

“Cash Equivalent” shall mean any debt instrument that would be deemed a cash equivalent in accordance with GAAP.

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

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

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

“Closing Date” shall mean the effective date of this Agreement, which date is June 4, 2012.

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

“Commitment” shall mean the obligation hereunder, during the Commitment Period, of each Bank to participate in the making of Loans up to the aggregate amount set forth opposite such Bank’s name under the column headed “Commitment Amount” as set forth on Schedule 1 hereto (or such lesser amount as shall be determined pursuant to Section 2.06 hereof).

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

“Commitment Period” shall mean the period from the Closing Date and ending on that date which is six (6) months thereafter, or such earlier date on which the Commitment shall have been terminated pursuant to Section 2.06 or Article VIII hereof.

“Company” shall mean Borrower or a Subsidiary.

“Companies” shall mean Borrower and all its Subsidiaries.

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

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consideration” shall mean, in connection with an Acquisition, the aggregate consideration paid, including borrowed funds, cash, the issuance of securities or notes, the assumption or incurring of liabilities (direct or contingent), the payment, in excess of fair and

reasonable amounts, of consulting fees or fees for a covenant not to compete and any other consideration paid for the purchase.

“Consolidated” shall mean the resultant consolidation of the financial statements of Borrower and its Subsidiaries in accordance with GAAP, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in Section 5.02(a) and (b) hereof.

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

“Consolidated EBIT” shall mean, for any period, on a Consolidated basis and in accordance with GAAP, Consolidated Net Earnings for such period plus the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (a) income taxes, (b) Consolidated Interest Expense, (c) any non-cash charges.

“Consolidated EBITDA” shall mean, for any period, Consolidated EBIT plus Consolidated Depreciation and Amortization Charges.

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

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

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

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

“Consolidated Trailing Interest Expense” shall mean the sum of (a) Consolidated Interest Expense, plus (b)(i) without duplication, the interest expense of Subsidiaries acquired by

Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters to the extent that such interest expense of such Subsidiaries acquired is confirmed by audited financial or other information (which other information need not be audited or auditable) satisfactory to the Agent, minus (ii) the interest expense of Subsidiaries disposed of by Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters.

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

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

“Credit Related Fee” shall have the meaning provided in Section 5.21.

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

“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day.

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

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” shall mean any of the events specified in Article VII, whether or not any requirement for such event to become an Event of Default has been satisfied.

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

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

“Derived Eurodollar Rate” shall mean with respect to a Eurodollar Loan, a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) plus the LIBOR Rate.

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

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

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

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

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

“ERISA Affiliate” shall mean any corporation which is a member of the same controlled group of corporations as Borrower within the meaning of section 414(b) of the Code, or any trade or business which is under common control with Borrower within the meaning of section 414(c) of the Code.

“ERISA Event” shall mean (a) the existence of a condition or event with respect to an ERISA Plan that presents a risk of the imposition of an excise tax or any other liability on Borrower or of the imposition of a Lien on the assets of Borrower or its Subsidiaries; (b) the engagement by a Controlled Group member in a non-exempt “prohibited transaction” (as defined under ERISA Section 406 or Code Section 4975) or a breach of a fiduciary duty under ERISA that could result in liability to Borrower; (c) the application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 or a

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

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

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

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

“Event of Default” shall mean any of the events specified in Article VII, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act.

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

“Excluded Taxes” shall mean 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 Bank, 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 Bank, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Bank acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 3.9) or (ii) such Bank changes its lending office, except in each case to

the extent that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to such Bank’s assignor immediately before such Bank became a party hereto or to such Bank immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.03(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Syndicated Credit Agreement” shall mean that certain Credit Agreement dated as of December 9, 2011 by and among Borrower and the financial institutions party thereto as the same may be amended, modified, restated, supplemented, replaced or refinanced from time to time.

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

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Effective Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

“Federal Funds Open Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Agent (for purposes of this definition, an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of interest applicable to Base Rate Loans will change automatically without notice to the Borrower, effective on the date of any such change.

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

“Foreign Bank” shall mean a Bank that is not a U.S. Person.

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

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

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

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

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

“GAAP” shall have the meaning given to such term in Section 1.02.

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

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

“Guarantor of Payment” shall mean any Subsidiary that executes and delivers a Guaranty of Payment on or after the Closing Date, or any other Person that shall deliver a Guaranty of Payment to the Agent or any Bank on or after the Closing Date.

“Guaranty of Payment” shall mean guaranty in the form and substance attached hereto as Exhibit F duly completed to the reasonable satisfaction of the Agent.

“including” shall mean, unless the context clearly requires otherwise, “including without limitation”, whether or not so stated

“Indebtedness” shall mean, for Borrower or any Subsidiary (excluding in all cases trade payables payable in the ordinary course of business by Borrower or such Subsidiary), without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred purchase price of capital assets, in each case, incurred outside of the ordinary course of business, (c) all obligations under conditional sales or other title retention agreements (other than a true consignment), in each case, incurred outside of the ordinary course of business, (d) all obligations (contingent or otherwise) under any letter of credit or banker’s acceptance (other than commercial, trade or other letters of credit entered into in connection with customer or supplier relationships in the ordinary course business), (e) all synthetic leases, (f), all obligations of Borrower or such Subsidiary with respect to the repurchase of assets under asset securitization financing programs, including but not limited to, the Permitted Receivables Facility, and (g) all material obligations arising outside the ordinary course of business to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person.

“Indemnified Taxes” shall mean (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), Other Taxes.

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

“Interest Coverage Ratio” shall mean, for the most recently completed four (4) fiscal quarters of Borrower, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated Trailing EBITDA to (b) Consolidated Trailing Interest Expense, as determined as of the conclusion of most recently completed fiscal quarter in accordance with Borrower’s customary financial reporting practices.

“Interest Period” shall mean, with respect to a Eurodollar Loan, a period of one (1), two (2), three (3) or six (6) months, as selected by Borrower in accordance with Section 2.02 hereof, commencing on the applicable date of borrowing or conversion of such Eurodollar Loan and on each Interest Adjustment Date with respect thereto; provided, however, that if any such period would be affected by a reduction in the Commitment as provided in Section 2.06 hereof, prepayment or conversion rights or obligations as provided in Section 2.01 or 3.05 hereof, or maturity of Eurodollar Loans as provided in Section 2.01 hereof, Borrower shall not select a period that extends beyond the date of such reduction, prepayment, conversion or maturity; if Borrower fails to select a new Interest Period with respect to an outstanding Eurodollar Loan at least three (3) Business Days prior to the Interest Adjustment Date applicable to such Eurodollar Loan, Borrower shall be deemed to have converted such Eurodollar Loan to a Base Rate Loan at the end of the then current Interest Period.

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

Trailing EBITDA, all as determined as of the conclusion of most recently completed fiscal quarter in accordance with Borrower’s customary financial reporting practices.

“LIBOR Rate” shall mean, with respect to a Eurodollar Loan, for any Interest Period, the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (for purposes of this definition, an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Eurodollar Loan and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. LIBOR may also be expressed by the following formula:

LIBOR Rate =

London interbank offered rates quoted by Bloomberg

or appropriate successor as shown on Bloomberg Page BBAM1

1.00 - LIBOR Reserve Percentage

The LIBOR Rate shall be adjusted with respect to any Eurodollar Loan that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective date. The Agent shall give prompt notice to the Borrower of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

“LIBOR Reserve Percentage” shall mean as of any day the maximum percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the net reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

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

“Loan” shall mean a loan made by the Banks to Borrower pursuant to Section 2.01 hereof.

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

“Loan Party” shall mean Borrower and each Guarantor.

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

“Material Indebtedness Agreement” shall mean any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing any Indebtedness of Borrower or any Subsidiary in an amount equal to or greater than the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to five percent (5%) of Consolidated Total Assets.

“Maturity Date” shall mean that date that is 364 days after the date of this Agreement. “MFL Provision” shall have the meaning provided in Section 5.21.

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

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

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

“New Credit Facilities” shall have the meaning provided in Section 2.06(b) hereof.

“Non-Consenting Bank” shall mean any Bank that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Banks in accordance with the terms of Section 10.03 and (ii) has been approved by the Required Banks.

“Note” shall mean any note delivered pursuant to Section 2.01 of this Agreement.

“Note Purchase Agreements” shall mean, collectively, the 2011 NYLIM Note Purchase, the 2012 Senior Note Purchase Agreement and the 2008 Note Purchase Agreement.

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

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

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

“Other Connection Taxes” shall mean, 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 or Loan Document).

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.10).

“Participant” shall have the meaning provided to such term in clause (c) of Section 10.11. “Participant Register” shall have the meaning specified in clause (c) of Section 10.11.

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor or replacement entity thereto under ERISA.

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

“Permitted Receivables Facility” shall mean an accounts receivable facility whereby Borrower or its Subsidiaries sell or transfer the accounts receivables of Borrower or its Subsidiaries to the Receivables Subsidiary which in turn transfers to a buyer, purchaser or lender undivided fractional interests in such accounts receivable, so long as (a) no portion of the Indebtedness or any other obligation (contingent or otherwise) under such Permitted Receivables Facility is guaranteed by Borrower or any Subsidiary, (b) there is no recourse or obligation to Borrower or any Subsidiary (other than the Receivables Subsidiary) whatsoever other than pursuant to customary representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with such Permitted Receivables Subsidiary, and (c) neither Borrower nor any Subsidiary (other than the Receivables Subsidiary) provides, either directly or indirectly, any other credit support of any kind (excluding credit insurance or similar third party credit support obtained in the ordinary course of business) in connection with such Permitted Receivables Facility other than as set forth in subpart (b) of this definition.

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

“Plan” shall mean any employee pension benefit plan (as such term is defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by Borrower or any ERISA Affiliate.

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

“Priority Indebtedness” shall mean, without duplication, the sum of (a) all Indebtedness of Subsidiaries permitted by Section 5.07(j) and (b) all Indebtedness of Borrower secured by any Liens permitted by Section 5.08(g).

“Published Rate” shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market for a one month period as published in another publication selected by the Agent).

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

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

“Recipient” shall mean (a) the Agent and (b) any Bank, as applicable.

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

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

“Required Banks(s)” shall mean the holders of more than 50% of the Total Commitment Amount or, if any borrowing hereunder, the holders of greater than fifty percent (50%) of the aggregate principal amount of those outstanding Loans. The Exposure of any Defaulting Bank shall be disregarded in determining Required Banks at any time.

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

“ Restrictive Covenant ” shall mean any debt leverage ratio covenant, interest coverage ratio covenant or other affirmative or negative covenant or similar restriction in the Existing Syndicated Credit Agreement applicable to Borrower or any Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant), and including the definitions of any defined terms used therein.

“SEC” shall mean the United States Securities Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

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

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

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

“Subordinated Indebtedness” shall mean, for Borrower or any Subsidiary any Indebtedness that is Subordinated.

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

“Taxes” shall mean 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.

“Total Commitment Amount” shall mean the principal amount of Two Hundred Fifty Million Dollars ($250,000,000) or such lesser or greater amount as shall be determined pursuant to Section 2.06 hereof; provided, however, that, for the purposes of determining the Total

Commitment Amount, Agent may, in its discretion, calculate the outstanding balance of any Loan on any Business Day selected by Agent.

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

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

“U.S. Person” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in paragraph (f) of Section 3.02.

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

“Voting Stock” shall mean, with respect to any corporation, partnership or limited liability company (or equivalent of any such entity), any shares of stock, partnership interests or membership interests of such entity whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation or members of other similar governing body (irrespective of whether at the time stock or interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

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

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

Section 1.02 Accounting and Legal Principles, Terms and Determinations. All references in this Agreement to “generally accepted accounting principles” or “GAAP” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Interim financial statements otherwise prepared in accordance with GAAP shall be deemed to comply with such principles subject to year-end adjustments and

notwithstanding the absence of footnotes Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited consolidated financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles applied on a basis consistent with the most recent audited consolidated financial statements of Borrower and its Subsidiaries made available pursuant to clause (b) of Section 5.02 or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (a) of Section 5.02. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced.

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

ARTICLE II.

AMOUNT AND TERMS OF CREDIT

Section 2.01 Amount and Nature of Credit. Subject to the terms and conditions of this Agreement, each Bank, for itself and not one for any other, agrees to participate in Loans made hereunder during the Commitment Period on such basis that immediately after the completion of any borrowing by Borrower, (a) the aggregate principal amount of Loans then outstanding made by such Bank shall not be in excess of such Bank’s Commitment, (b) the aggregate principal amount of Loans outstanding made by such Bank shall represent that percentage of the aggregate principal amount then outstanding of all Loans that is such Bank’s Commitment Percentage, and (c) the aggregate principal amount of all Loans outstanding under this Agreement shall not be in excess of the Total Commitment Amount

Each borrowing from the Banks hereunder shall be made pro rata according to the respective Commitment Percentages of the Banks in such amount or amounts as Borrower may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Total Commitment Amount. Borrower shall have the option, during the Commitment Period subject to the terms and conditions set forth herein, to borrow Loans, which shall mature on the Maturity Date, by means of any combination of (a) Base Rate Loans, or (b) Eurodollar Loans. No Loans may be borrowed after the last day of the Commitment Period. Borrower shall be entitled repay Loans in whole or in part, but once repaid a Loan may not be re-borrowed.

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

Borrower shall pay interest on the unpaid principal amount of each Eurodollar Loan made to it outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to

changes in the Applicable Margin), at the Derived Eurodollar Rate. Interest on such Eurodollar Loans shall be payable on each Interest Adjustment Date (provided that if an Interest Period exceeds three (3) months, the interest must be paid every three (3) months, commencing three (3) months from the beginning of such Interest Period).

At the request of Borrower to Agent, subject to the notice and other provisions of Section 2.02 hereof, the Banks shall convert outstanding Base Rate Loans to Eurodollar Loans at any time and shall convert outstanding Eurodollar Loans to Base Rate Loans on any Interest Adjustment Date.

The obligation of Borrower to repay Loans made to it by each Bank pursuant to this Section 2.01 and to pay interest thereon shall be evidenced by a Note of Borrower in the form of Exhibit A hereto, payable to the order of such Bank in the principal amount of its Commitment.

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

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

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

(c) Borrower’s request for (i) a Base Rate Loan shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of Five Hundred Thousand Dollars ($500,000); or (ii) a Eurodollar Loan shall be in an amount of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000);

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

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

(f) the proceeds of such Loans will be issued to finance, in whole or in part, (i) the Acquisition of EDI Holdings Inc and/or (ii) another Acquisition disclosed to Agent on or prior to the Closing Date, in each case to the extent made in compliance with the provisions of this Agreement, and prior to borrowing such Loans, Borrower shall have provided to Agent a copy of the purchase agreement and other material agreements relating to any such Acquisition.

At no time shall Borrower request that Eurodollar Loans be outstanding for more than ten (10) different Interest Periods, at any time, and, if Base Rate Loans are outstanding, then Eurodollar Loans shall be limited to nine (9) different Interest Periods.

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

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

Section 2.03 Payments, Etc.

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

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

(c) Payments Net of Taxes. All payments under this Agreement or any other Loan Document by Borrower or any other Obligor shall be made absolutely net of, without deduction or offset for, and altogether free and clear of, any and all present and future taxes, levies, deductions, charges and withholdings and all liabilities with respect thereto, under the laws of the United States of America or any foreign jurisdiction (or any state or political subdivision thereof), excluding income and franchise taxes imposed on any Bank (and withholding relating thereto) other than such income or franchise taxes arising solely from such Bank having executed, delivered or performed its obligations or received a payment under, or enforced the Loan Documents, under the laws of the United States of America or any foreign jurisdiction (or any state or political subdivision thereof). If Borrower or other Obligor is compelled by law to

deduct any such taxes or levies (other than such excluded taxes) or to make any such other deductions, charges or withholdings, then Borrower or such Obligor, as the case may be, shall pay such additional amounts as may be necessary in order that the net payments after such deduction, and after giving effect to any United States or foreign jurisdiction (or any state or political subdivision thereof) income taxes required to be paid by the Banks in respect of such additional amounts, shall equal the amount of interest provided in Section 2.01 hereof for each Loan plus any principal then due. In each such case, Borrower shall provide to the applicable Bank evidence demonstrating that such taxes or levies have been paid.

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

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

Section 2.04 Prepayment.

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

(b) Prepayment Fees.

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

(ii) In any case of prepayment (or, any assignment pursuant to Section 3.09(ii)) of a Eurodollar Loan (whether pursuant to Section 2.08 or otherwise), Borrower agree that if the reinvestment rate with respect to Eurodollars, of such Eurodollar Loan, as quoted by the money desk of Agent (the “Reinvestment Rate”), shall be lower than the LIBOR Rate applicable to the Eurodollar Loan that is intended to be prepaid (hereinafter, “Last LIBOR”), then the appropriate Borrower shall, upon written notice from Agent,

promptly pay to Agent, for the account of each Bank, in immediately available funds, a prepayment fee equal to the product of (A) a rate (the “Prepayment Rate”) which shall be equal to the difference between the Last LIBOR and the Reinvestment Rate, times (B) the prepayment principal amount of the Eurodollar Loan that is to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the Eurodollar Loan that is to be prepaid divided by (2) three hundred sixty (360) but no additional premium or penalty shall apply. In addition, Borrower shall immediately pay directly to Agent, for the account of the Banks, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or the Banks in connection with the prepayment, upon Borrower’s receipt of a written statement from Agent.

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

(d) Minimum Amount. Each prepayment of a Eurodollar Loan by Borrower shall be in the aggregate principal amount of not less than Five Million Dollars ($5,000,000), except in the case of a mandatory prepayment in connection with Section 2.09(a) hereof or Article III hereof.

Section 2.05 Facility and Other Fees.

(a) Borrower shall pay to Agent, for the ratable account of the Banks a facility fee from the Closing Date to and including the Maturity Date, payable quarterly, at a rate per annum equal to (i) the Applicable Facility Fee Rate in effect on the date that such facility fee is due, times (ii) an amount equal to the aggregate un-borrowed amount of the Commitments plus the aggregate outstanding principal amount of all Loans. The facility fee shall be payable quarterly in arrears, on the last day of each calendar quarter and on the Maturity Date.

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

Section 2.06 Reduction of Commitment.

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

“Canceled” and Agent shall redeliver such Notes to Borrower. Any partial reduction in the Commitments shall be effective during the remainder of the Commitment Period.

(b) Mandatory Reduction for New Credit Facilities; If, after the date hereof, Borrower (i) enters into any binding agreement which provides for Indebtedness permitted pursuant to Section 5.07(i)(e) or (j) hereof to be available to be incurred by Borrower or (ii) establishes a Permitted Receivables Facility (“New Credit Facilities”), then the Commitment shall be automatically and immediately reduced by the principal amount available under such New Credit Facilities. Agent shall notify each Bank of such reduction and such Bank’s proportionate share thereof. After each such reduction the facility fees payable hereunder shall be calculated on the Commitment as so reduced.

Section 2.07 Computation of Interest and Fees; Default Rate. With the exception of Base Rate Loans, interest on Loans and facility and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate Loans interest shall be computed on the basis of a year having three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and calculated for the actual number of days elapsed. Anything herein to the contrary notwithstanding, if an Event of Default shall occur and be continuing hereunder, at the option of Agent or the Required Banks, the principal of each Loan, the unpaid interest thereon and any other amounts owing hereunder shall bear interest, until paid, at the Default Rate. In no event shall the rate of interest hereunder exceed the maximum rate allowable by law.

Section 2.08 Mandatory Payment.

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

(b) If, after the date hereof, Borrower receives any cash proceeds from any New Credit Facilities, then immediately upon receipt of such cash proceeds, Borrower shall repay an aggregate principal amount of the Loans in an amount equal to such cash proceeds.

(c) Any prepayment of a Eurodollar Loan pursuant to this Section 2.08 shall be subject to the prepayment fees set forth in Section 2.04 hereof and, if applicable, Article III hereof.

ARTICLE III.

INCREASED CAPITAL; TAXES, ETC.

Section 3.01 Increased Costs.

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

(i) impose, modify or deem applicable any reserve, special deposit,

compulsory loan, insurance charge or similar requirement (on a net basis) against assets of, deposits with or for the account of, or credit extended or participated in by, any Bank (except any reserve requirement reflected in the LIBOR Rate);

(ii) 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;

(iii) impose on any Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Bank or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Bank or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Bank, or such other Recipient of participating in, or to reduce the amount of any sum received or receivable by such Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Bank or other Recipient, Borrower will pay to such Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Certificates for Reimbursement. A certificate of a Bank setting forth the amount or amounts necessary to compensate such Bank or its holding company, as the case may be, as specified in paragraph (a) of this Section and delivered to Borrower, shall be conclusive absent manifest error. Borrower shall pay such Bank, the amount shown as due on any such certificate within 10 days after receipt thereof.

(c) Delay in Requests. Failure or delay on the part of any Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Bank’s right to demand such compensation; provided that Borrower shall not be required to compensate a Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Bank notifies Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 3.02 Tax Law, Etc.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of Borrower 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 Borrower 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) 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 Borrower. Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by Borrower. Borrower 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 Borrower by a Bank (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.

(d) Indemnification by the Banks. Each Bank shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that Borrower have not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 10.10 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the 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 Bank by the Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Document or otherwise payable by the Agent to the Bank from any other source against any amount due to the Agent under this paragraph (d).

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section 3.03, Borrower shall deliver to the 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 Agent.

(f) Status of Banks. (i) Any Bank that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and the Agent, at the time or times reasonably requested by Borrower or the Agent, such properly completed and executed documentation reasonably requested by Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of

withholding. In addition, any Bank, if reasonably requested by Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or the Agent as will enable Borrower or the Agent to determine whether or not such Bank 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 3.03(f), (ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank.

(ii) Without limiting the generality of the foregoing.

(A) any Bank that is a U.S. Person shall deliver to Borrower and the Agent on or prior to the date on which such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Agent), executed originals of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax;

(B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Agent), whichever of the following is applicable:

(i) in the case of a Foreign Bank 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;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of 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

(iv) to the extent a Foreign Bank 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 acceptable to Borrower , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Bank is a partnership and one or more

direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;

(C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the 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 Borrower or the Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Bank under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Agent as may be necessary for Borrower and the Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’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 Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the 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 3.03 (including by the payment of additional amounts pursuant to this Section 3.03), 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 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 (h) (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 indemnification payments or additional amounts giving rise to such refund

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 3.02, Sections 3.01, 3.04 and 3.07 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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

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

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

such Eurodollar Loan to the Banks in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 hereof.

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

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

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

Section 3.09 Replacement of Banks. If any Bank requests compensation under Section 3.01 or Section 3.07, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 3.03 and, in each case, such Bank has declined or is unable to designate a different lending office in accordance with Section 3.01(b) or 3.07 or if any Bank is a Non-Consenting Bank, then Borrower may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.08), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01, Section 3.07 or Section 3.02) and obligations under this Agreement and the related Loan Documents to an

Eligible Assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that:

(i) Borrower shall have paid to the Agent the assignment fee (if any) specified in Section 10.10;

(ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.01, Section 3.07 or payments required to be made pursuant to Section 3.02, such assignment will result in a reduction in such compensation or payments thereafter;

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

(v) in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

ARTICLE IV.

CONDITIONS PRECEDENT

The effectiveness of this Agreement and the obligation of the Banks to make the first Loan is subject to Borrower, satisfying each of the following conditions:

Section 4.01 Loan Documents. Borrower shall have executed and delivered to (i) Agent, this Agreement, each of the Loan Documents, and (ii) each Bank, its Note.

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

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

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

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

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

Section 4.07 No Material Adverse Change. No material adverse change, in the opinion of Agent, shall have occurred in the financial condition or operations of the Companies since October 31, 2011.

Section 4.08 Miscellaneous. Borrower shall have provided to Agent and the Banks such other items and shall have satisfied such other conditions as may be reasonably required by Agent or the Banks.

ARTICLE V.

COVENANTS

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

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

Section 5.02 Financial Statements. Borrower covenants that it will deliver to each Bank:

(a) within forty-five (45) days after the end of each of the first three (3) quarter- annual periods of each fiscal year of Borrower, balance sheets of Borrower as of the end of such period and statements of income (loss), stockholders’ equity and cash flow for the quarter and fiscal year to date periods, all prepared on a Consolidated basis, in accordance with GAAP and in form and detail satisfactory to the Required Banks and certified by a Financial Officer of Borrower;

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

(d) as soon as available, copies of all notices, reports, definitive proxy statements and other documents that are publicly available and sent by Borrower to its shareholders, to the holders of any of its debentures or bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or sent by Borrower (in final form) to any securities exchange or over the counter authority or system, or to the SEC or any similar federal agency having regulatory jurisdiction over the issuance of Borrower’s securities; provided that publication of any of the foregoing items with the SEC shall satisfy the requirements of this subpart (d); and

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

Documents required to be delivered pursuant to Section 5.08(a) or (b) (to the extent that any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet at the website address; or (ii) on which such documents are posted on Borrower’s behalf on an Internet website, if any, to which each Bank and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (i) Borrower shall deliver paper copies of such documents to the Agent or any Bank that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Bank and (ii) Borrower shall notify the Agent and each Bank (by

telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

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

Section 5.04 Franchises. Borrower will and shall cause each of its Subsidiaries to preserve and maintain at all times its existence, rights and franchises, except as otherwise permitted pursuant to Section 5.09 hereof; provided that Borrower shall not be required to preserve or maintain such rights or franchises where the failure to do so will not have a Material Adverse Effect.

Section 5.05 ERISA Compliance. None of Borrower or its Subsidiaries shall incur any material accumulated funding deficiency within the meaning of ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. Borrower shall promptly notify each Agent of any material taxes assessed, proposed to be assessed or that Borrower has reason to believe may be assessed against Borrower or any of its Subsidiaries by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of the Consolidated Total Assets of Borrower.

Section 5.06 Financial Covenants.

(a) Leverage Ratio. Borrower covenants that it shall not suffer or permit the Leverage Ratio to exceed 3.50 to 1.00.

(b) Interest Coverage Ratio. Borrower covenants that it shall not suffer or permit the Interest Coverage Ratio to be less than 3.00 to 1.00.

Section 5.07 Indebtedness. Borrower covenants that it will not and shall not permit any of its Subsidiaries to create, incur or have outstanding any Indebtedness of any kind; provided, that this Section 5.07 shall not apply to:

(a) Loans or any Indebtedness under this Agreement;

(b) the unsecured Indebtedness under the Existing Syndicated Credit Agreement in on aggregate principal amount not to exceed Five Hundred Million Dollars $500,000,000;

(c) the unsecured Indebtedness of Borrower under the 2008 Note Purchase Agreement in an aggregate principal amount not to exceed Fifty Million Dollars ($50,000,000);

(d) the unsecured Indebtedness of Borrower under the 2011 NYLIM Note Purchase Agreement in an aggregate principal amount not to exceed One Hundred Fifty Million Dollars ($150,000,000);

(e) the unsecured Indebtedness under the 2012 Senior Notes Purchase Agreements in an aggregate amount not to exceed Two Hundred Million Dollars ($200,000,000);

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

(g) loans or capital leases to Borrower or any of its Subsidiaries for the purchase or lease of fixed assets, which loans or leases are secured by the assets being purchased or leased, so long as the aggregate then outstanding principal amount of all such loans and leases for Borrower and its Subsidiaries do not exceed the greater of (a) One Hundred Million Dollars ($100,000,000) and (b) an amount equal to five percent (5%) of Consolidated Total Assets at any time;

(h) Indebtedness owed by Borrower or a Subsidiary (other than the Receivables Subsidiary) to Borrower or another Subsidiary (other than the Receivables Subsidiary);

(i) Indebtedness of the Receivables Subsidiary under the Permitted Receivables Facility, so long as (a) the funded amount, together with any other Indebtedness thereunder, does not exceed the greater of (1) Two Hundred Million Dollars ($200,000,000) and (2) an amount equal to ten percent (10%) of Consolidated Total Assets at any time, and (b) Borrower provides a copy of the documents evidencing such transaction to the Agent; and

(j) additional Indebtedness of Borrower or any Subsidiary, to the extent not otherwise permitted pursuant to any of the foregoing clauses of this Section 5.07, so long as (i) Borrower will be in pro forma compliance as of the applicable measurement period with Section 5.06 hereof after giving effect to the incurrence of such Indebtedness and (ii) no Event of Default shall exist prior to or after giving effect to the incurrence of any such Indebtedness.

Section 5.08 Liens. Borrower covenants and warrants that it will not, and will not permit any Subsidiary to create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this Section 5.08 shall not apply to the following:

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

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

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

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

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

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

(g) any other Liens, to the extent not otherwise permitted pursuant to clauses (a) through (f) hereof, so long as the aggregate then outstanding amount of Priority Indebtedness does not exceed at any time, for Borrower and all Subsidiaries, an amount equal to fifteen percent (15%) of Consolidated Total Assets.

Borrower shall not, and shall not permit any Subsidiary (other than the Receivables Subsidiary) to, enter into any Material Indebtedness Agreement (other than any contract or agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to paragraph 5.07(b), (c), (d), (e), (f), (g) (but only with respect to the assets the subject thereof) or (j) hereof) that would prohibit Agent or the Banks from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of Borrower or any of Subsidiaries.

Section 5.09 Merger and Sale of Assets. Borrower covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist:

(a) any Subsidiary (other than the Receivables Subsidiary) may merge with (a) Borrower (provided that Borrower shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary);

(b) Borrower may sell, lease, transfer or otherwise dispose of any of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (a) Borrower, or (b) any Subsidiary (other than the Receivables Subsidiary);

(c) in addition to any sale, lease, transfer or other disposition permitted pursuant to clauses (a) and (b) above, Borrower and any Subsidiary may sell accounts receivables and related rights to the Receivables Subsidiary in connection with the Permitted Receivables Facility;

(d) any merger or consolidation that constitutes an Acquisition permitted pursuant to Section 5.10 hereof; and

(e) in addition to any sale, lease, transfer or other disposition permitted pursuant to clauses (a) through (d) above, Borrower or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by Borrower and all of its Subsidiaries does not exceed an amount equal to eleven percent (11.0%) of Consolidated Total Assets during any two consecutive fiscal years of Borrower.

Section 5.10 Acquisitions. Borrower covenants that it will not, and will not permit any Subsidiary to, effect an Acquisition, except that Borrower or any Subsidiary (other than the Receivables Subsidiary) may effect any Acquisition provided that (a) if such Acquisition is a merger or consolidation with Borrower, Borrower shall be the surviving entity and if such Acquisition is a merger or consolidation with a Subsidiary, then the surviving entity shall be a Subsidiary on the consummation thereof; (b) the Board of Directors (or equivalent governing body) of the Person acquired shall have approved such Acquisition; and (c) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist.

Section 5.11 Affiliate Transactions. Borrower covenants that it will not, and will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower or its Subsidiaries on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained at the time in a transaction with a non-Affiliate; provided, however, that the foregoing shall not prohibit (i) the payment of customary and reasonable directors’ fees to directors who are not employees of Borrower or its Subsidiaries or any Affiliate thereof; or (ii) any transaction, including, but not limited to the transactions contemplated pursuant to the Permitted Receivables Facility, between Borrower and an Affiliate that Borrower reasonably determines in good faith is beneficial to Borrower and its Affiliates as a whole and that is not entered into for the purpose of hindering the exercise by the Agent or any Bank of its rights or remedies under this Agreement or any other Loan Document.

Section 5.12 Regulations U and X. No Company shall take any actions that would result in any non-compliance of the Loans with Regulations U and X, or any other applicable regulation, of the Board of Governors of the Federal Reserve System.

Section 5.13 Notice. Borrower covenants that it will promptly notify the Agent and the Banks whenever, to the knowledge of a Financial Officer (a) any Default or Event of Default is likely to occur hereunder, or (b) any default, or event with which the passage of time or the giving of notice, or both, would cause a default, shall have occurred under any Material Indebtedness Agreement (including, without limitation, the Note Purchase Agreements so long as each is a Material Indebtedness Agreement).

Section 5.14 Environmental Compliance. Except where the failure to do so would not have or result in a Material Adverse Effect, Borrower covenants that it will, and shall cause

each Subsidiary to, (i) comply in all respects with any and all Environmental Laws including, without limitation, all Environmental Laws in jurisdictions in which Borrower or any Subsidiary owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise and (ii) not allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which Borrower or any of its Subsidiaries holds any interest or performs any of its operations, in violation of any Environmental Law. Borrower shall defend, indemnify and hold the Agent and the Banks harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys’ fees) arising out of or resulting from the noncompliance of Borrower or any of its Subsidiaries with any Environmental Law. Such indemnification shall survive any termination of this Agreement.

Section 5.15 Restricted Payments. Borrower covenants that it will not make or commit itself to make any Restricted Payment if an Default or Event of Default shall then exist or immediately thereafter shall begin to exist.

Section 5.16 Use of Proceeds. Borrower’s use of the proceeds of the Loans shall be solely as required in Section 2.02(f) hereof.

Section 5.17 Restrictive Agreements. Except as set forth in this Agreement, Borrower covenants that it will not, and will not permit any Subsidiary (excluding the Receivable Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (excluding the Receivables Subsidiary) to (a) make, directly or indirectly, any Capital Distribution to Borrower; (b) make, directly or indirectly, loans or advances or capital contributions to Borrower; or (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary (excluding the Receivables Subsidiary) to Borrower, except for such encumbrances or restrictions existing under or by reason of (1) applicable law, (2) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (3) customary restrictions in security agreements or mortgages securing Indebtedness of Borrower or its Subsidiaries to the extent such restrictions only restrict the transfer of the property subject to such security agreement or mortgage or (4) customary and reasonable restrictions in agreements necessary to obtain loans and credit facilities so long as such restrictions do not materially encumber the ability of the Subsidiaries taken as a whole to make Capital Distributions.

Section 5.18 Guaranties of Payment; Guaranty Under Material Indebtedness Agreement. Borrower covenants that it will not permit any Subsidiary to become a Guarantor in respect of any Indebtedness under a Material Indebtedness Agreement (including, without limitation, the Note Purchase Agreements, so long as each is a Material Indebtedness Agreement) unless, prior to or concurrently therewith (i) Borrower shall have caused each such Subsidiary to execute and deliver to the Agent and the Banks a Guaranty of Payment, in form and substance substantially similar to form of guaranty furnished under such Material Indebtedness Agreement and otherwise completed in a manner satisfactory to the Agent, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the

board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and (ii) if any holder of any Indebtedness under the Material Indebtedness Agreement shall be or become a party to an intercreditor agreement with any other holder of any Indebtedness under any other Material Indebtedness Agreement, then all holders of Indebtedness under any other Material Indebtedness Agreement with respect to which any Subsidiary is a Guarantor shall have entered into an intercreditor agreement in form and substance customary and appropriate for such agreement and otherwise reasonably satisfactory to the Agent.

Section 5.19 Pari Passu Ranking. Borrower covenants that its obligations under this Agreement shall, and that it will, and will cause each Subsidiary to, take all necessary action to ensure that the obligations of Borrower under this Agreement shall, at all times rank at least pari passu in right of payment (to the fullest extent permitted by law) with all other senior unsecured Indebtedness of Borrower and its Subsidiaries.

Section 5.20 Terrorism Sanctions Regulations. Borrower covenants that it will not, and will not permit any Subsidiary to, (i) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti Terrorism Order or (ii) be in violation of any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits any Bank from making Loans hereunder to any Borrower or from otherwise conducting business with Borrower or any Subsidiaries

Section 5.21 Most Favored Lender. Borrower covenants that it will not amend, modify or waive (an “Amendment”) any term or provision of the Existing Syndicated Credit Agreement that is also contained in this Agreement or amend the Existing Syndicated Credit Agreement to add any additional term or provision thereto (any such modified, waived or added term or provision, an “MFL Provision”) unless, prior to the effectiveness of such Amendment, Borrower has notified Agent of such Amendment and, if requested by Agent, caused to be executed and delivered, reasonably simultaneously with the effectiveness of such Amendment to the Existing Syndicated Credit Agreement at Borrower’s expense (including the reasonable fees and expenses of counsel for Agent), an amendment to this Agreement, in form and substance satisfactory to Agent and the Required Bank(s), to similarly amend such term or provision in this Agreement or to add such term or provision to this Agreement, as the case may be. If, as a result of this Section 5.21, either (i) this Agreement is amended to change or add any MFL Provision or (ii) any MFL Provision in the Existing Syndicated Credit Agreement is amended to a less restrictive level (including eliminated) or (b) Borrower and its Subsidiaries are no longer bound by the amended or added covenant in the such Existing Syndicated Credit Agreement that caused such MFL Provision to be amended or added to this Agreement, as the case may be, and provided that (a) no Default or Event of Default then exists, and (b) if any Credit Related Fee has been given to any party to such Existing Syndicated Credit Agreement in connection with any Amendment, the Banks shall have received such Credit Related Fee in a proportionate amount based upon the relative Commitments and outstanding principal amount of the Loans under this Agreement and of the Indebtedness outstanding under the Existing Syndicated Credit

Agreement, then this Agreement shall, without any further action on the part of Borrower or any Bank, be deemed to be amended automatically to amend or to delete such MFL Provisions. For purposes hereof, a “Credit Related Fee” with respect to any Amendment shall mean any fee paid or increase in the then applicable interest rate or interest rate margins in connection with such Amendment; provided that any amounts paid (1) for the reimbursement of out-of-pocket expenses relating to preparing such amendment, (2) for an extension in the ordinary course of the term of the Existing Syndicated Credit Agreement, or (3) to the extent paid to the agent(s) for the lenders under the Existing Syndicated Credit Agreement in such agent’s capacity as such or for out-of-pocket fees and expenses of the agent(s) on its behalf or on behalf of other lenders, shall not be “Credit Related Fees”.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES

Borrower and each other Borrower solely as to itself represents and warrants that the statements set forth in this Article VI are true, correct and complete.

Section 6.01 Organization; Subsidiary Preferred Equity. Borrower is a corporation duly organized and existing in good standing under the laws of the State of Ohio, and each Subsidiary is duly organized and existing in good standing under the laws of the jurisdiction in which it is organized. Borrower and each of its Subsidiaries have duly qualified or been duly licensed, and are authorized to do business and are in good standing, in each jurisdiction in which the ownership of their respective properties or the nature of their respective businesses makes such qualification or licensing necessary and in which the failure to be so qualified or licensed could be reasonably likely to have a Material Adverse Effect. No Subsidiary has any outstanding shares of any class of capital stock or other equity interests which has priority over any other class of capital stock or other equity interests of such Subsidiary as to dividends or distributions or in liquidation except as may be owned beneficially and of record by Borrower or a Wholly-Owned Subsidiary. Each Subsidiary’s legal name and its state or jurisdiction of organization has been set forth in Borrower’s most recent annual report on Form 10-K (excluding for any Subsidiary organized or no longer in existence since the date thereof). As of the date of this Agreement, no Subsidiary is a Guarantor with respect to any Indebtedness under the any Material Indebtedness Agreement.

Section 6.02 Power and Authority. Borrower and each Subsidiary has all requisite corporate, limited liability company or partnership, as the case may be, power to own or hold under lease and operate their respective properties which it purports to own or hold under lease and to conduct its business as currently conducted and as currently proposed to be conducted. Borrower has all requisite corporate power to execute, deliver and perform its obligations under this Agreement and other Loan Documents. The execution, delivery and performance of this Agreement and the other Loan Documents has been duly authorized by all requisite corporate action, and this Agreement and the other Loan Documents have been duly executed and delivered by authorized officers of Borrower and are valid obligations of Borrower, legally binding upon and enforceable against Borrower in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity

(regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of the Loan Documents will not violate any applicable law, conflict with or result in any breach in any of the provisions of, or constitute a default under, or result in the creation of any Lien (other than Liens permitted under Section 5.08 hereof) upon any assets or property of any Company under the provisions of such Company’s Organizational Documents or any agreement.

Section 6.03 Compliance with Laws. Each Company:

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

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

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

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

Section 6.05 Title to Assets. Each Company has good title to and ownership of all property it purports to own, which property is free and clear of all Liens, except those permitted under Section 5.08 hereof or which the failure to have good title would not have a Material Adverse Effect.

Section 6.06 Liens and Security Interests. On and after the Closing Date, except for Liens permitted pursuant to Section 5.08 hereof, (a) there is no financing statement outstanding covering any personal property of any Company, other than a financing statement in favor of Agent, for the benefit of the Banks, if any; (b) there is no mortgage outstanding covering any real property of any Company, other than a mortgage in favor of Agent, for the benefit of the Banks, if any; and (c) no real or personal property of any Company is subject to any security interest or

Lien of any kind other than any security interest or Lien that may be granted to Agent, for the benefit of the Banks. No Company (other than the Receivables Subsidiary) has entered into any contract or agreement that exists on or after the Closing Date (other than any contract or agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to Section 5.07 (b), (c), (d), (e), (f), (g) (but only with respect to the assets the subject thereof) or (i) hereof) that would prohibit Agent or the Banks from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of any Company.

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

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

Section 6.09 Employee Benefit Plans. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive

amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan (except to the extent set forth in footnote 4 to Borrower’s Consolidated financial statements for the fiscal year ended October 31, 2006), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”, as applicable to Borrower from time to time) does not exceed the fair market value of Pension Plan assets.

Section 6.10 Consents or Approvals. No consent, approval or authorization of, or filing, registration or qualification with, any governmental authority or any other Person is required to be obtained or completed by Borrower in connection with the execution, delivery or performance of any of the Loan Documents that has not already been obtained or completed.

Section 6.11 Solvency. Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that Borrower has incurred to the Banks. No Borrower is insolvent as defined in any applicable state or federal statute, nor will any Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the Banks. No Borrower is engaged or about to engage in any business or transaction for which the assets retained by it are or will constitute unreasonably small capital, taking into consideration the obligations to Agent and the Banks incurred hereunder. No Borrower intends to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

Section 6.12 Financial Statements. The Consolidated financial statements of Borrower for the fiscal year ended October 31, 2011 and the quarter ended on or about January 31, 2012 that are available to the Agent and the Banks, are true and complete, have been prepared in accordance with GAAP, and fairly present the financial condition of the Companies as of the dates of such financial statements and the results of their operations for the periods then ending.

Section 6.13 Regulations. No Borrower is engaged principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin stock” (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States of America). Neither the granting of any Loan (or any conversion thereof) nor the use of the proceeds of any Loan will violate, or be inconsistent with, the provisions of Regulation U or X or any other Regulation of such Board of Governors.

Section 6.14 Investment Company; Holding Company. No Company is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, each as amended, or any foreign, federal, state or local statute or regulation limiting its ability to incur Indebtedness.

Section 6.15 Accurate and Complete Statements. Neither the Loan Documents nor any written statement made by any Company in connection with any of the Loan Documents contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained therein or in the Loan Documents not misleading. After due inquiry by a Financial Officer of Borrower, as of the Closing Date, there is no known fact that any Company has not disclosed to Agent and the Banks that has or would have a Material Adverse Effect.

Section 6.16 Defaults. No Default or Event of Default exists hereunder, nor will any begin to exist.

Section 6.17 Anti-Terrorism Law Compliance. No Company is subject to or in violation of any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits any Bank from making any advance or extension of credit to any Borrower or from otherwise conducting business with any Borrower.

ARTICLE VII.

EVENTS OF DEFAULT

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

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

Section 7.02 Special Covenants. If any Company or Obligor shall fail or omit to perform and observe Sections 5.06, 5.07, 5.08, 5.09, 5.10 or 5.15 hereof.

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

Section 7.04 Representations and Warranties. If any representation, warranty or statement made in or pursuant to this Agreement or any Related Writing or any other material

information furnished by any Company or any Obligor to the Agent or the Banks shall be false or erroneous.

Section 7.05 Cross Default. If any Company or Obligor shall default in the payment in an amount in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) of principal, interest or fees due and owing upon any other obligation for borrowed money (other than any of the Debt) in excess, for all such obligations for all such Companies and Obligors, of the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets beyond any period of grace provided with respect thereto, or in the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created beyond any period of grace provided with respect thereto, if the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity.

Section 7.06 ERISA Default. The occurrence of one or more ERISA Events that (a) the Required Banks determine could have a Material Adverse Effect, or (b) results in a Lien on any of the assets of any Company in excess of the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets.

Section 7.07 Change Of Control. If any Change of Control shall occur.

Section 7.08 Money Judgment. A final judgment or order for the payment of money shall be rendered against any Company or Obligor by a court of competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively stayed) of thirty (30) days after the date on which the right to appeal has expired, provided that the aggregate of all such judgments for all such Companies and Obligors shall exceed the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets.

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

Section 7.10 Insolvency. If Borrower or any Subsidiary (other than any Subsidiary that individually, or in the aggregate when combined with all other Subsidiaries excluded from this Section 7.10 by operation of this parenthetical, has assets less than or equal to the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets) shall (a) except as permitted pursuant to Section 5.09 hereof, discontinue business, (b) generally not pay its debts as such debts become due, (c) make a general assignment for the benefit of creditors, (d) apply for or consent to the appointment of a

receiver, a custodian, a trustee, an interim trustee or liquidator of all or a substantial part of its assets, (e) be adjudicated a debtor or have entered against it an order for relief under Title 11 of the United States Code, as the same may be amended from time to time, (f) file a voluntary petition in bankruptcy, or have an involuntary proceeding filed against it and the same shall continue undismissed for a period of thirty (30) days from commencement of such proceeding or case, or file a petition or an answer seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether federal or state (or the foreign equivalent)) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal or state (or the foreign equivalent)) relating to relief of debtors, (g) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition seeking its reorganization or appoints a receiver, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or (h) take, or omit to take, any action in order thereby to effect any of the foregoing.

ARTICLE VIII.

REMEDIES UPON DEFAULT

Notwithstanding any contrary provision or implication herein or elsewhere:

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

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

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

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

(a) all of the Commitment and the credits hereby established shall automatically and immediately terminate, if not previously terminated, and no Bank thereafter shall be under any obligation to grant any further Loan hereunder, and

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

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

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

ARTICLE IX.

THE AGENT

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

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

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

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

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

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

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

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

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

Section 9.09 Indemnification of Agent. The Banks agree to indemnify Agent (to the extent not reimbursed by Borrower) ratably, according to their respective Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties,

actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent in its agency capacity in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by it with respect to this Agreement or any Loan Document, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements resulting from Agent’s gross negligence, willful misconduct or from any action taken or omitted by it in any capacity other than as agent under this Agreement.

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

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

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

ARTICLE X.

MISCELLANEOUS

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

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

Section 10.03 Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder, (b) the extension of the Commitment Period, the Maturity Date, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or Borrower Guaranty, except in connection with a transaction permitted pursuant to Section 5.09 hereof, or (f) any amendment to this Section 10.3 or Section 8.04 hereof. In addition, the Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Section 10.04 Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to Borrower, mailed or delivered to it,

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

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

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

Section 10.07 Obligations Several; No Fiduciary Obligations. The obligations of the Banks hereunder are several and not joint. Nothing contained in this Agreement and no action taken by Agent or the Banks pursuant hereto shall be deemed to constitute the Banks a partnership, association, joint venture or other entity. No default by any Bank hereunder shall

excuse the other Banks from any obligation under this Agreement; but no Bank shall have or acquire any additional obligation of any kind by reason of such default. The relationship among Borrower and the Banks with respect to the Loan Documents and the Related Writings is and shall be solely that of debtor and creditors, respectively, and neither Agent nor any Bank shall have any fiduciary obligation toward Borrower with respect to any such documents or the transactions contemplated thereby.

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

Section 10.09 Binding Effect; Borrower’ Assignment. This Agreement shall become effective when it shall have been executed by Borrower, Agent and by each Bank and thereafter shall be binding upon and inure to the benefit of Borrower, Agent and each of the Banks and their respective successors and assigns, except that Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Agent and all of the Banks.

Section 10.10 Assignments.

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

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

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

(d) Unless an assignment made pursuant to this Section 10.10 shall be to an Affiliate of the assignor or the assignment shall be due to merger of the assignor or for regulatory

purposes, either the assignor or the assignee shall remit to Agent, for its own account, an administrative fee of Three Thousand Five Hundred Dollars ($3,500).

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

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

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

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

(i) Agent shall maintain at the address for notices referred to in Section 10.04 hereof a copy of each Assignment Agreement delivered to it and a register (the “Register”) for the

recordation of the names and addresses of the Banks and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and the Banks may treat each financial institution whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice.

Section 10.11 Participations.

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

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

(c) Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank 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 Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 10.03 that affects such Participant. Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.02 (subject to the requirements and limitations therein, including the requirements under Section 3.02(f) (it being understood that the documentation required under Section 3.02(f) shall be delivered to the participating Bank)) to the same extent as if it were a Bank 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 3.08 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.02, with respect to any participation, than its participating Bank 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 Bank that sells a participation agrees, at Borrower’ request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 3.08 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.04 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank 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 Bank 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 Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

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

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

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

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

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

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

CONVENIENS or otherwise. Borrower agrees that a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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

[Remainder of page intentionally left blank]

Section 10.17 JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


Address:	28601 Clemens Road	NORDSON CORPORATION
	Westlake, Ohio 44145
	Attention: Vice President,	By:	/s/ Gregory A. Thaxton
	Chief Financial Officer		Name: Gregory A. Thaxton
			Title: Vice President, Chief Financial Officer


Address:	PNC Center	PNC BANK, NATIONAL ASSOCIATION,
	1900 East Ninth Street	as Administrative Agent and as a Bank
	Cleveland, Ohio 44114
	Attention: Joseph G. Moran	By:	/s/ Joseph G. Moran
			Name: Joseph G. Moran
			Title: Senior Vice President

[Signature Page to Credit Agreement]


Address:	PNC Center
	1900 East Ninth Street
	Cleveland, Ohio 44114	By:	/s/ George H. Mestre
	Attention: George H. Mestre
		PNC CAPITAL MARKETS LLC

			Name: George H. Mestre
			Title: Director

(Signature Page to Credit Agreement)

Schedule 1

Banks and Commitments


Bank	Commitment Percentage			Commitment Amount
PNC Bank, National Association		100.00	%	$	250,000,000.00
Total Commitment Amount:		100.00	%	$	250,000,000.00

Schedule 6.4 and 6.8

Litigation and Environmental Compliance

Borrower has voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and constructing a potable water delivery system serving the impacted area down gradient of the Site. At October 31, 2011 and 2010, Borrower’s accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $795,000 and $885,000, respectively.

The liability for environmental remediation represents Borrower’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of this estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than such current estimate. However, Borrower does not expect that the costs associated with remediation will have a material adverse effect on its financial condition or results of operations, taken on a Consolidated basis.

EXHIBIT A

NOTE

$______________________________________________________________

Cleveland, Ohio

June 4, 2012

FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION (“Borrower”) promises to pay on the Maturity Date, as defined in the Credit Agreement (as hereinafter defined), to the order of (“Bank”) at the Main Office of PNC BANK, NATIONAL ASSOCIATION, as Agent, 1900 East Ninth Street, Cleveland, Ohio 44114 the principal sum of

_______________________________________DOLLARS

or the aggregate unpaid principal amount of all Loans, as defined in the Credit Agreement, made by Bank to Borrower pursuant to Section 2.01 of the Credit Agreement, whichever is less, in lawful money of the United States of America, provided, that Alternate Currency Loans, as defined in the Credit Agreement, shall be payable in the applicable Alternate Currency, as defined in the Credit Agreement. As used herein, “Credit Agreement” means the Credit Agreement dated as of June 4, 2012, among Borrower, the banks named therein (including in their respective special agency capacities) and PNC Bank, National Association, as Agent, as the same may from time to time be amended, restated or otherwise modified. Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.

Borrower also promises to pay interest on the unpaid principal amount of each Loan from time to time outstanding, from the date of such Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.01 of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.01; provided, however, that interest on any principal portion that is not paid when due shall be payable on demand.

The portions of the principal sum hereof from time to time representing Base Rate Loans and Eurodollar Loans, and payments of principal of any thereof, shall be shown on the records of Bank by such method as Bank may generally employ; provided, however, that failure to make any such entry shall in no way detract from Borrower’s obligations under this Note.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds.

This Note is one of the Notes referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

Except as expressly provided in the Credit Agreement, Borrower expressly waives presentment, demand, protest and notice of any kind.

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


NORDSON CORPORATION

By:
	Name:	Gregory A. Thaxton
	Title:	Vice President, Chief Financial Officer

EXHIBIT C

NOTICE OF LOAN

[Date] , 20

PNC Bank, National Association, as Agent

1900 East Ninth Street

Cleveland, Ohio 44114

Attention:

Ladies and Gentlemen:

The undersigned, (the “Borrower”), refers to the Credit Agreement, dated as of June 4, 2012 (“Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, the other Borrower named therein, the Banks (including in their respective special agency capacities), as defined in the Credit Agreement, and PNC Bank, National Association, as Agent, and hereby gives you notice, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Loan under the Credit Agreement, and in connection therewith sets forth below the information relating to the Loan (the “Proposed Loan”) as required by Section 2.02 of the Credit Agreement:

(a) The Business Day of the Proposed Loan is , 20__.

(b) The amount of the Proposed Loan is $ .

(d) If the Proposed Loan is a Eurodollar Loan, the Interest Period requested is one month , two months , three months , six months . (Check one.)

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Loan:

(i) the representations and warranties contained in each Loan Document are correct, before and after giving effect to the Proposed Loan and the application of the proceeds therefrom, as though made on and as of such date;

(ii) no event has occurred and is continuing, or would result from such Proposed Loan, or the application of proceeds therefrom, that constitutes a Default or Event of Default; and

(iii) the conditions set forth in Section 2.02 and Article IV of the Credit Agreement have been satisfied.

[ ]


By:
		Name:
		Title:

EXHIBIT D

COMPLIANCE CERTIFICATE

For Fiscal Quarter ended

THE UNDERSIGNED HEREBY CERTIFIES THAT:

(1) I am the duly elected [Chief Financial Officer][Treasurer] of NORDSON CORPORATION, an Ohio corporation (“Nordson”);

(2) I am familiar with the terms of that certain Credit Agreement, dated as of June 4, 2012, among the undersigned, the Banks (including in their respective special agency capacities), as defined in the Credit Agreement, and PNC Bank, National Association, as Agent (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), and the terms of the other Loan Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Nordson and its Subsidiaries during the accounting period covered by the attached financial statements;

(3) The review described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes or constituted a Default or Event of Default, at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate;

(4) The representations and warranties made by Nordson contained in each Loan Document are true and correct as though made on and as of the date hereof; and

(5) Set forth on Attachment I hereto are calculations of the financial covenants set forth in Section 5.06 of the Credit Agreement, which calculations show compliance with the terms thereof and a calculation of Consolidated Total Assets.

IN WITNESS WHEREOF, I have signed this certificate the day of , 20 .


NORDSON CORPORATION

By:
		Name:
		Title:

EXHIBIT E

FORM OF

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Assignment”) 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 such terms in the Credit Agreement identified below (as the same may from time to time be amended, restated or otherwise modified, 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 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 Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below, including, to the extent included in any such facilities, Swing Loans (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.


1.	Assignor:

2.	Assignee:

3.	Borrower	NORDSON CORPORATION

4.	Agent: under	PNC BANK, NATIONAL ASSOCIATION, as Agent the Credit Agreement

5.	Credit Agreement:	The Credit Agreement dated as of June 4, 2012 among NORDSON CORPORATION, the Banks parties thereto and PNC BANK, NATIONAL ASSOCIATION, as Agent.

6. Assigned Interest:


Facility Assigned	Aggregate Amount of Commitment/Loans for all Banks	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans ¹
1	$	$		%
	$	$		%
	$	$		%

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

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


ASSIGNOR
[NAME OF ASSIGNOR]

By:
Name:
Title:


ASSIGNEE
[NAME OF ASSIGNEE]

By:
Name:
Title:

[Consented to and] ² Accepted:


PNC BANK, NATIONAL ASSOCIATION, as Agent

By:
Name:
Title:

1	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Banks thereunder.

2	To be added only if the consent of Agent is required by the terms of the Credit Agreement.


[Consented to:] ³

NORDSON CORPORATION

By:
Name:
Title:

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

ANNEX 1

Credit Agreement for

Nordson Corporation

dated as of June 4, 2012

(the “Credit Agreement”)

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

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 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 any Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein, collectively, the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under Section 10.10(a) of the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02 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 to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is an assignee described in Section 10.10(f) of the Credit Agreement, attached to the Assignment 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 Agent, the Assignor or any other Bank, 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 Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Bank.

2. Payments . From and after the Effective Date, 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 that have accrued to (but excluding) the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date.

3. General Provisions . This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of Ohio, without regard to principles of conflicts of laws.

[End of Annex 1]

EXHIBIT F

GUARANTY OF PAYMENT OF DEBT

THIS GUARANTY OF PAYMENT OF DEBT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of June 4, 2012, by , a (“Guarantor”), in favor of PNC BANK, NATIONAL ASSOCIATION, as agent for the Banks, as hereinafter defined (“Agent”) and the Banks.

1. RECITALS.

Nordson Corporation (“Borrower”) is entering into the Credit Agreement with the financial institutions listed on Schedule 1 to the Credit Agreement (together with their respective successors and assigns, collectively, “Banks” and, individually, “Bank”) and Agent. Borrower desires that the Banks grant the financial accommodations to the Foreign Borrowers as described in the Credit Agreement.

Guarantor understands that the Banks are willing to enter into the Credit Agreement only upon certain terms and conditions, one of which is that Guarantor guarantee the payment of the debt, as hereinafter defined, and this Agreement is being executed and delivered in consideration of the Banks entering into the Credit Agreement and for other valuable consideration.

2. DEFINITIONS. As used herein, the following terms shall have the following meanings:

2.1. “Collateral” shall mean, collectively, all property, if any, securing the Debt or any part thereof at the time in question.

2.2. “Credit Agreement” shall mean the Credit Agreement executed by and among Borrower, Agent and the Banks, dated as of the 4th day of June, 2012, as the same may from time to time be amended, restated or otherwise modified or replaced.

2.3. “Debt” shall mean, collectively, (a) all Loans made to Borrower; (b) all other indebtedness now owing or hereafter incurred by Borrower to Agent and the Banks pursuant to the Credit Agreement and the Notes executed in connection therewith; (c) each renewal, extension, consolidation or refinancing of any of the foregoing, in whole or in part; and (d) all interest from time to time accruing on any of the foregoing, and all fees and other amounts payable to Agent or any of the Banks pursuant to the Credit Agreement or any other Loan Document.

2.4. “Loan” shall mean any Loan, as defined in the Credit Agreement, granted pursuant to the Credit Agreement.

2.5. “Obligor” shall mean a Person whose credit or any of whose property is pledged to the payment of the Debt and includes, without limitation, any Borrower.

2.6. “Person” shall mean any individual, sole proprietorship, partnership, joint

venture, unincorporated organization, corporation, limited liability company, institution, trust, estate, government or other agency or political subdivision thereof or any other entity.

Except as specifically defined herein, capitalized terms used herein that are defined in the Credit Agreement shall have their respective meanings ascribed to them in the Credit Agreement.

3. GUARANTY OF DEBT. Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of all of the Debt as and when the respective parts thereof become due and payable. If the Debt, or any part thereof, shall not be paid in full when due and payable, Agent, on behalf of the Banks, in each case, shall have the right to proceed directly against Guarantor under this Agreement to collect the payment in full of the Debt, regardless of whether or not Agent, on behalf of the Banks, shall have theretofore proceeded or shall then be proceeding against Borrower or any other Obligor or Collateral, if any, or any of the foregoing, it being understood that Agent and the Banks, in their sole discretion may proceed against any Obligor and any Collateral, and may exercise each right, power or privilege that Agent or the Banks may then have, either simultaneously or separately, and, in any event, at such time or times and as often and in such order as Agent and the Required Banks, in their sole discretion, may from time to time deem expedient to collect the payment in full of the Debt.

4. PAYMENTS CONDITIONAL. Whenever Agent or any Bank shall credit any payment to the Debt or any part thereof, whatever the source or form of payment, the credit shall be conditional as to Guarantor unless and until the payment shall be final and valid as to all the world. Without limiting the generality of the foregoing, Guarantor agrees that if any check or other instrument so applied shall be dishonored by the drawer or any party thereto, or if any proceeds of Collateral or payment so applied shall thereafter be recovered by any trustee in bankruptcy or any other Person, each Bank, in each case, may reverse any entry relating thereto on its books and Guarantor shall remain liable therefor, even if such Bank may no longer have in its possession any evidence of the Debt to which the payment in question was applied.

5. GUARANTOR’S OBLIGATIONS ABSOLUTE AND UNCONDITIONAL. Regardless of the duration of time, regardless of whether any Borrower may from time to time cease to be indebted to the Banks and irrespective of any act, omission or course of dealing whatever on the part of Agent or any of the Banks, Guarantor’s liabilities and other obligations under this Agreement shall remain in full effect until the payment in full of the Debt. Without limiting the generality of the foregoing:

5.1. Banks Have No Duty To Make Advances. No Bank shall at any time be under any duty to Guarantor to grant any financial accommodation to any Borrower, irrespective of any duty or commitment of any of the Banks to Borrower, or to follow or direct the application of the proceeds of any such financial accommodation;

5.2. Guarantor’s Waiver of Notice, Presentment, etc. Guarantor waives (a) notice of the granting of any Loan to any other Borrower or the incurring of any other indebtedness by any other Borrower or the terms and conditions thereof, (b) presentment, demand for payment and notice of dishonor of the Debt or any part thereof, or any other indebtedness incurred by any other Borrower to any of the Banks, (c) notice of any indulgence granted to any Obligor and (d)

any other notice to which Guarantor might, but for this waiver, be entitled;

5.3. Banks’ Rights Not Prejudiced by Action or Omission. Agent and the Banks, in their sole discretion, may, without any prejudice to their rights under this Agreement, at any time or times, without notice to or the consent of Guarantor, (a) grant Borrower whatever financial accommodations that Agent and the Banks may from time to time deem advisable, even if Borrower might be in default in any respect and even if those financial accommodations might not constitute indebtedness the payment of which is guaranteed hereunder, (b) assent to any renewal, extension, consolidation or refinancing of the Debt, or any part thereof, (c) forbear from demanding security, if Agent and the Banks shall have the right to do so, (d) release any Obligor or Collateral or assent to any exchange of Collateral, if any, irrespective of the consideration, if any, received therefor, (e) grant any waiver or consent or forbear from exercising any right, power or privilege that Agent and the Banks may have or acquire, (f) assent to any amendment, deletion, addition, supplement or other modification in, to or of any writing evidencing or securing any Debt or pursuant to which any Debt is created, (g) grant any other indulgence to any Obligor, (h) accept any Collateral for, or any other Obligor upon, the Debt or any part thereof, and (i) fail, neglect or omit in any way to realize upon any Collateral or to protect the Debt or any part thereof or any Collateral therefor;

5.4. Liabilities Survive Guarantor’s Dissolution. Guarantor’s liabilities and other obligations under this Agreement shall survive any dissolution of Guarantor; and

5.5. Liabilities Absolute and Unconditional. Guarantor’s liabilities and other obligations under this Agreement shall be absolute and unconditional irrespective of any lack of validity or enforceability of the Credit Agreement, the Notes, any Loan Document or any other agreement, instrument or document evidencing the Loans or related thereto, or any other defense available to Guarantor in respect of this Agreement (other than the irrevocable payment in full of the Debt and the termination of the Credit Agreement).

6. DISABILITY OF OBLIGOR. Without limiting the generality of any of the other provisions hereof, Guarantor specifically agrees that upon the dissolution of any Obligor and/or the filing or other commencement of any bankruptcy or insolvency proceedings by, for or against any Obligor, including without limitation, any assignment for the benefit of creditors or other proceedings intended to liquidate or rehabilitate any Obligor, Agent and the Required Banks, in their sole discretion, may declare the unpaid principal balance of and accrued interest on the Debt to be forthwith due and payable in full without notice. Upon the occurrence of any of the events enumerated in the immediately preceding sentence, Guarantor shall, upon demand of Agent, on behalf of the Banks, whenever made, pay to Agent, for the benefit of the Banks, an amount equal to the then unpaid principal balance of and accrued interest on the Debt.

7. WAIVER OF GUARANTOR’S RIGHTS AGAINST BORROWERS AND COLLATERAL. To the extent permitted by law, Guarantor waives any claim or other right that Guarantor might now have or hereafter acquire against Borrower or any other Obligor that arises from the existence or performance of Guarantor’s liabilities or other obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of Agent or

any Bank against Borrower or any Collateral that Agent or any Bank now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law.

8. NOTICE. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to Guarantor, mailed or delivered to it, addressed to it at the address specified on the signature page hereof, if to Agent or any Bank, mailed or delivered to it, addressed to the address of Agent or such Bank specified on the signature pages of the Credit Agreement. All notices, statements, requests, demands and other communications provided for hereunder shall be deemed to be given by overnight delivery or first class mail with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation of receipt, except that notices pursuant to any of the provisions hereof shall not be effective until received.

9. MISCELLANEOUS. This Agreement shall bind Guarantor and Guarantor’s successors and assigns and shall inure to the benefit of Agent and each Bank and their respective successors and assigns, including (without limitation) each holder of any Note evidencing any Debt. If, at any time, one or more provisions of this Agreement is or becomes invalid, illegal or unenforceable in whole or in part, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement constitutes a final written expression of all of the terms of this Agreement, is a complete and exclusive statement of those terms and supersedes all oral representations, negotiations and prior writings, if any, with respect to the subject matter hereof. The relationship between (a) Guarantor and (b) Agent and the Banks with respect to this Agreement is and shall be solely that of debtor and creditors, respectively, and Agent and the Banks shall have no fiduciary obligation toward Guarantor with respect to this Agreement or the transactions contemplated hereby. The captions herein are for convenience of reference only and shall be ignored in interpreting the provisions of this Agreement.

10. GOVERNING LAW; SUBMISSION TO JURISDICTION. The provisions of this Agreement and the respective rights and duties of Guarantor, Agent and the Banks hereunder shall be governed by and construed in accordance with Ohio law, without regard to principles of conflict of laws. Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any Ohio state or federal court sitting in Cleveland, Ohio, over any action or proceeding arising out of or relating to this Agreement, any Loan Document or any Related Writing, and Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Ohio state or federal court. Guarantor, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise.

Guarantor agrees that a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

11. JURY TRIAL WAIVER. GUARANTOR, AGENT AND THE BANKS, TO THE EXTENT PERMITTED BY LAW, EACH WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG AGENT, ANY OF THE BANKS, ANY BORROWER AND/OR GUARANTOR ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN EACH OF THEM AND GUARANTOR IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED THERETO.

Executed as of the date set forth above at Cleveland, Ohio.


, as Guarantor

By:
Name:
Title:

Address:

Exhibit 4.2

Execution Version

NORDSON CORPORATION

MASTER NOTE PURCHASE AGREEMENT

Dated as of July 26, 2012

Initial Issuance of

$68,000,000 3.07% Senior Notes, Series 2012-A, due July 25, 2025

$75,000,000 3.13% Senior Notes, Series 2012-B, due July 26, 2024

$37,000,000 2.62% Senior Notes, Series 2012-C, due July 26, 2021

$20,000,000 2.27% Senior Notes, Series 2012-D, due July 26, 2017

Series 2012-A PPN: 655663 C#7

Series 2012-B PPN: 655663 D*0

Series 2012-C PPN: 655663 D@8

Series 2012-D PPN: 655663 D#6

TABLE OF CONTENTS


	Page

1. AUTHORIZATION OF ISSUE NOTES		1
1A. Description of Notes to be Initially Issued		1
1B. Additional Series of Notes		1
1C. Guaranty Agreement		2
2. PURCHASE AND SALE OF NOTES; CLOSING		2
2A. Purchase and Sale of Notes		2
2B. Closing		2

3. CONDITIONS OF CLOSING		3
3A. Certain Documents		3
3B. Opinion of Special Counsel for the Purchasers		4
3C. Opinion of Company’s Counsel		4
3D. Representations and Warranties; No Default; Satisfaction of Conditions		4
3E. Purchase Permitted by Applicable Laws		4
3F. Compliance Certificates		5
3G. Private Placement Number		5
3H. Fees and Expenses		5
3I. Proceedings		5
3J. Funding Instructions		5

4. PREPAYMENTS		5
4A. Scheduled Required Prepayments of Series 2012 Notes		5
4B. Optional Prepayment With Yield-Maintenance Amount		6
4C. Notice of Optional Prepayment		6
4D. Application of Prepayments		6
4E. No Acquisition of Notes		6

5. AFFIRMATIVE COVENANTS		7
5A. Money Obligations		7
5B. Financial Statements		7
5C. Electronic Delivery		8
5D. Financial Records		8
5E. Franchises		8
5F. ERISA Compliance		8
5G. Notice		9
5H. Environmental Compliance		9
5I. Pari Passu Ranking		9

6. NEGATIVE COVENANTS		9
6A. Financial Covenants		9

-i-

TABLE OF CONTENTS

(continued)


	Page

6B. Indebtedness		9
6C. Liens		10
6D. Merger and Sale of Assets		11
6E. Acquisitions		12
6F. Affiliate Transactions		13
6G. Restrictive Agreements		13
6H. Guaranties of Payment; Guaranty Under Material Indebtedness Agreement		13
6I. Terrorism Sanctions Regulations		14

7. EVENTS OF DEFAULT.		14
7A. Acceleration		14
7B. Rescission of Acceleration		16
7C. Notice of Acceleration or Rescission		17
7D. Other Remedies		17

8. REPRESENTATIONS, COVENANTS AND WARRANTIES		17
8A. Organization; Subsidiary Preferred Equity		17
8B. Power and Authority		17
8C. Financial Statements		18
8D. Actions Pending.		18
8E. Outstanding Indebtedness		18
8F. Title to Properties		18
8G. Taxes		18
8H. Conflicting Agreements and Other Matters		19
8I. Offering of Notes		19
8J. Use of Proceeds		19
8K. ERISA		20
8L. Governmental Consent		20
8M. Compliance with Environmental and Other Laws		20
8N. Regulatory Status		20
8O. Permits and Other Operating Rights		21
8P. Absence of Financing Statements, etc.		21
8Q. Foreign Assets Control Regulations, Etc.		21
8R. Disclosure		21
8S. Hostile Tender Offers		22

9. REPRESENTATIONS OF EACH PURCHASER		22
9A. Nature of Purchase		22
9B. Source of Funds		22

10. DEFINITIONS; ACCOUNTING MATTERS		24
10A. Yield-Maintenance Terms		24
10B. Other Terms		25

-ii-

TABLE OF CONTENTS

(continued)


	Page

10C. Accounting and Legal Principles, Terms and Determinations		35

11. MISCELLANEOUS		36
11A. Note Payments		36
11B. Expenses		36
11C. Consent to Amendments		37
11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes		37
11E. Persons Deemed Owners; Participations		38
11F. Survival of Representations and Warranties; Entire Agreement		38
11G. Successors and Assigns		38
11H. Independence of Covenants		39
11I. Notices		39
11J. Payments Due on Non-Business Days		39
11K. Satisfaction Requirement		39
11L. GOVERNING LAW		39
11M. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL		40
11N. Severability		40
11O. Descriptive Headings; Advice of Counsel; Interpretation; Time of the Essence		40
11P. Counterparts; Facsimile or Electronic Signatures		41
11Q. Independent Investigation		41
11R. Directly or Indirectly		41

-iii-

EXHIBITS AND SCHEDULES


SCHEDULE A	—	INFORMATION RELATING TO PURCHASERS

EXHIBIT A	—	FORM OF SERIES 2012-A NOTE
EXHIBIT B	—	FORM OF SERIES 2012-B NOTE
EXHIBIT C	—	FORM OF SERIES 2012-C NOTE
EXHIBIT D	—	FORM OF SERIES 2012-D NOTE
EXHIBIT E	—	FORM OF SUPPLEMENT
EXHIBIT F	—	FORM OF OPINION OF COMPANY COUNSEL
EXHIBIT G	—	FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 8H	—	AGREEMENTS RESTRICTING INDEBTEDNESS

-iv-

NORDSON CORPORATION

28601 Clemens Road

Westlake, Ohio 44145

As of July 26, 2012

TO EACH OF THE PURCHASERS LISTED IN

THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

The undersigned, Nordson Corporation, an Ohio corporation (herein called the “ Company” ), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

1. AUTHORIZATION OF ISSUE NOTES.

1A. Description of Notes to be Initially Issued. The Company has authorized the issue and sale of $200,000,000 aggregate principal amount of its Senior Notes consisting of (i) $68,000,000 aggregate principal amount of its 3.07% Senior Notes, Series 2012-A, due July 25, 2025 (the “ Series 2012-A Notes ”); (ii) $75,000,000 aggregate principal amount of its 3.13% Senior Notes, Series 2012-B, due July 26, 2024 (the “ Series 2012-B Notes ”); (iii) $37,000,000 aggregate principal amount of its 2.62% Senior Notes, Series 2012-C, due July 26, 2021 (the “ Series 2012-C Notes ”); and (iv) $20,000,000 aggregate principal amount of its 2.27% Senior Notes, Series 2012-D, due July 26, 2017 (the “ Series 2012-D Notes ” and, collectively with the Series 2012-A Notes, the Series 2012-B Notes and the Series 2012-C Notes, the “ Series 2012 Notes ”, such term to include any such notes issued in substitution or exchange therefor pursuant to paragraph 11D of this Agreement). The Series 2012 Notes shall be substantially in the forms set out in Exhibit A, Exhibit B, Exhibit C and Exhibit D, with such changes therefrom, if any, as may be approved by the purchasers of such Series 2012 Notes, or series thereof, and the Company.

1B. Additional Series of Notes. In addition to the issuance and sale of the Series 2012 Notes, the Company may from time to time issue and sell one or more additional series of notes (the “Additional Notes ” and together with the Series 2012 Notes, the “Notes” ) pursuant to this Agreement, provided that the aggregate principal amount of all Additional Notes issued pursuant to this Agreement shall not exceed $500,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a “Supplement” ) in substantially the form of Exhibit E, and will be subject to the following terms and conditions:

(i) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;

(ii) each series of Additional Notes may consist of different and separate tranches and may differ as to currency denominated outstanding principal amounts,

maturity dates, interest rates and premiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;

(iii) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and all other senior unsecured Indebtedness of the Company and its Subsidiaries;

(iv) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory or optional prepayments, if any, on the dates and with the make-whole amounts, premiums or breakage amounts, if any, as are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or other terms and provisions as shall be specified in such Supplement; and

(v) except to the extent provided in foregoing clause (iv), all of the provisions of this Agreement shall apply to all Additional Notes.

1C. Guaranty Agreement. The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be guaranteed by each Subsidiary that, on or after the date of the Closing, is or becomes a guarantor under the Primary Credit Facility (individually, a “Guarantor of Payment” and collectively, the “Guarantors of Payment”), pursuant to a Guaranty Agreement in form and substance substantially similar to the form of guarantee, if any, given by any Subsidiary to the lenders under the Primary Credit Facility and otherwise completed in a manner reasonably satisfactory to you, as it hereafter may be amended or supplemented from time to time with the consent of the Guarantors (the “Guaranty Agreement”).

2. PURCHASE AND SALE OF NOTES; CLOSING.

2A. Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and each of the other purchasers named in Schedule A (the “Other Purchasers”), and you and the Other Purchasers will purchase from the Company, at the Closing provided for in Section 3, Notes in the denomination, principal amount and series specified opposite your names in Schedule A at the purchase price of 100% of the principal amount thereof. Your obligation hereunder and the obligations of the Other Purchasers are several and not joint obligations and you shall have no liability to any Person for the performance or non-performance by any Other Purchaser hereunder.

2B. Closing. The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Foley & Lardner LLP, 321 N. Clark Street, Suite 2800, Chicago, Illinois 60654 at 9:00 a.m., Chicago time, at a closing (the “Closing”) on any Business Day on or prior to July 26, 2012 as may be agreed upon by the Company and you and the Other Purchasers. At the Closing the Company will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $500,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or their order of

immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company (for the benefit of the Company) to account number 0751166 at KeyBank, N.A., ABA No. 041001039. If at the Closing the Company fails to tender such Notes to you as provided above in this paragraph 2B, or any of the conditions specified in paragraph 3 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

3. CONDITIONS OF CLOSING. Each Purchaser’s obligation to purchase and pay for the Notes to be purchased by such Purchaser hereunder at the Closing is subject to the satisfaction, prior to or at the Closing, of the following conditions:

3A. Certain Documents. Such Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser dated the date of the Closing unless otherwise indicated, and, on the date of the Closing, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof:

(i) The Note(s) to be purchased by such Purchaser on the date of Closing in the form of Exhibit A hereto;

(ii) a Secretary’s Certificate signed by the Secretary or Assistant Secretary and one other officer of the Company and each Guarantor of Payment, if any, certifying, among other things (a) as to the name, titles and true signatures of the officers of the Company or such Guarantor of Payment authorized to sign this Agreement, the Notes being delivered on the date of the Closing, any Guaranty Agreement or Confirmations being delivered on the date of the Closing and the other documents to be delivered in connection with this Agreement, (b) that attached thereto is a true, accurate and complete copy of the certificate of incorporation or other formation document of the Company or such Guarantor of Payment, as applicable, certified by the Secretary of State of the state of organization of the Company or such Guarantor of Payment, as applicable, as of a recent date, (c) that attached thereto is a true, accurate and complete copy of the by-laws, operating agreement or other organizational document of the Company or such Guarantor of Payment, as applicable, which were duly adopted and are in effect as of the date of the Closing and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (d) below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of the Company or such Guarantor of Payment, as applicable, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of agreements necessary to effect the transactions in connection with this Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the only resolutions of the shareholders, partners or members of the Company or such Guarantor of Payment or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof and (e) that no dissolution or

liquidation proceedings as to the Company or any Subsidiary have been commenced or are contemplated;

(iii) a certificate of corporate or other type of entity and tax good standing for the Company from the Secretary of State of the state of organization of the Company; and

(iv) such other certificates, documents and agreements as you may reasonably request.

3B. Opinion of Special Counsel for the Purchasers. Such Purchaser shall have received from Foley & Lardner LLP, or such other counsel who is acting as special counsel for such Purchaser in connection with this transaction, a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.

3C. Opinion of Company’s Counsel. Such Purchaser shall have received from Taft Stettinius & Hollister LLP, special counsel for the Company (or such other counsel designated by the Company and acceptable to such Purchaser), a favorable opinion satisfactory to such Purchaser, dated as of the date of the Closing, and substantially in the form of Exhibit F attached hereto and as to such other matters as such Purchaser may reasonably request. The Company, by its execution hereof, hereby requests and authorizes such special counsel to render such opinions and to allow such Purchaser to rely on such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such request and authorization, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.

3D. Representations and Warranties; No Default; Satisfaction of Conditions. The representations and warranties contained in paragraph 8 shall be true on and at the time of Closing, both before and immediately after giving effect to the issuance of the Notes to be issued on the Closing and to the consummation of any other transactions contemplated hereby; there shall exist on the Closing no Event of Default or Default, both before and immediately after giving effect to the issuance of the Notes to be issued on the date of the Closing and to the consummation of any other transactions contemplated hereby; the Company shall have performed all agreements and satisfied all conditions required under this Agreement to be performed or satisfied on or before the date of the Closing; and the Company shall have delivered to such Purchaser an Officer’s Certificate, dated as of the Closing, to each such effect.

3E. Purchase Permitted by Applicable Laws. The purchase of and payment for the Notes to be purchased by such Purchaser on the date of the Closing on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Company) shall not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and you shall have received such certificates or other evidence as it may request to establish compliance with this condition. All necessary authorizations, consents, approvals, exceptions or other actions by or

notices to or filings with any court or administrative or governmental body or other Person required in connection with the execution, delivery and performance of this Agreement and the Notes to be issued on the date of the Closing or the consummation of the transactions contemplated hereby or thereby shall have been issued or made, shall be final and in full force and effect and shall be in form and substance satisfactory to such Purchaser.

3F. Compliance Certificates. The Company shall have delivered to you such certificates, in form and substance satisfactory to such Purchaser, demonstrating that the issuance of the Notes on the date of the Closing is in compliance with the provisions of the Primary Credit Facility and any other Material Indebtedness Agreement as such Purchaser shall request, showing computations in reasonable detail.

3G. Private Placement Numbers. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained by Foley & Lardner LLP for each series of the Series 2012 Notes.

3H. Fees and Expenses. Without limiting the provisions of paragraph 11B hereof, the Company shall have paid the reasonable fees, charges and disbursements of any special counsel to the Purchasers in connection with this Agreement or the transactions contemplated hereby to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

3I. Proceedings. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to such Purchaser, and such Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

3J. Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

4. PREPAYMENTS. The Series 2012 Notes shall be subject to prepayment only with respect to the required prepayments specified in paragraph 4A, the optional prepayments permitted by paragraph 4B, and upon acceleration pursuant to paragraph 7A.

4A. Scheduled Required Prepayments of Series 2012 Notes.

(i) Series 2012-A Notes. Payments of interest shall be made on the Series 2012-A Notes on January 26 and July 26 of each year, commencing on January 26, 2013. On July 26, 2018 and on each July 26 thereafter to and including July 26, 2024, the Company will prepay $8,500,000 principal amount (or such lesser principal amount as shall then be outstanding of the Series 2012-A Notes at par and without payment of the Yield-Maintenance Amount.

(ii) Series 2012-B Notes. Payments of interest shall be made on the Series 2012-B Notes on January 26 and July 26 of each year, commencing on January 26, 2013. On July 26, 2020 and on each July 26 thereafter to and including July 26, 2023, the Company will prepay $15,000,000 principal amount (or such lesser principal amount as shall then be outstanding of the Series 2012-B Notes at par and without payment of the Yield-Maintenance Amount.

(iii) Series 2012-C Notes. Payments of interest shall be made on the Series 2012-C Notes on January 26 and July 26 of each year, commencing on January 26, 2013. On July 26, 2017 and on each July 26 thereafter to and including July 26, 2020, the Company will prepay $7,400,000 principal amount (or such lesser principal amount as shall then be outstanding of the Series 2012-C Notes at par and without payment of the Yield-Maintenance Amount.

(iv) Series 2012-D Notes. Payments of interest shall be made on the Series 2012-C Notes on January 26 and July 26 of each year, commencing on January 26, 2013. No regularly scheduled prepayments are due on the Series 2012-D Notes prior to their stated maturity.

4B. Optional Prepayment With Yield-Maintenance Amount. The Company may, at its option, prepay in whole at any time or from time to time in part (in integral multiples of $1,000,000 and in a minimum amount of $5,000,000 on any one occurrence) one or more series of the Notes, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each such Note. Any partial prepayment of a series of Notes pursuant to this paragraph 4B shall be applied in satisfaction of required payments of principal thereof (including the required payment of principal due upon the maturity thereof) as selected by the Company.

4C. Notice of Optional Prepayment. The Company shall give the holder of each series of Notes to be prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than 10 Business Days prior to the prepayment date (which shall be a Business Day), specifying such prepayment date and the aggregate principal amount of each series of Notes, and the Notes held by such holder, to be prepaid on such date, and stating that such prepayment is to be made pursuant to paragraph 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, with respect thereto, shall become due and payable on such prepayment date.

4D. Application of Prepayments. In the case of each prepayment of less than the entire outstanding principal amount of all Notes of the series to be prepaid pursuant to paragraphs 4A or 4B, the principal amount so prepaid shall be allocated pro rata to all Notes of such series at the time outstanding in proportion to the respective outstanding principal amounts thereof.

4E. No Acquisition of Notes. The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraph 4A or 4B or upon acceleration of

such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes of any series held by any holder unless the Company or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes of such series held by each other holder of Notes of such series at the time outstanding upon the same terms and conditions. Any Notes so prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates shall not be deemed to be outstanding for any purpose under this Agreement.

5. AFFIRMATIVE COVENANTS. From the date of Closing and so long thereafter as any Note is outstanding and unpaid, the Company covenants as follows:

5A. Money Obligations. The Company covenants that it will, and shall cause each of its Subsidiaries to, pay in full (a) prior in each case to the date when penalties would attach, all taxes, assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good faith by appropriate and timely proceedings and for which adequate reserves have been established in accordance with GAAP) for which it may be or become liable or to which any or all of its properties may be or become subject and the failure to pay would have a Material Adverse Effect; (b) all of its wage obligations to any employees required to be paid in compliance with the Fair Labor Standards Act (29 U.S.C. §§206-207) or any comparable provisions and the failure to pay would have a Material Adverse Effect; and (c) all of its other obligations calling for the payment of money (except only those so long as and to the extent that the same shall be contested in good faith and for which adequate reserves have been established in accordance with GAAP) before such payment becomes overdue and the failure to pay (i) would constitute a Default or Event of Default hereunder or (ii) have a Material Adverse Effect.

5B. Financial Statements. The Company covenants that it will deliver to each Significant Holder in duplicate:

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

(ii) within ninety (90) days after the end of each fiscal year of the Company, (a) an annual audit report of the Company for that year prepared on a Consolidated and consolidating (but only as to the Company and its Subsidiaries) basis, in accordance with GAAP, and in form and detail satisfactory to the Required Holders and certified by an independent public accountant satisfactory to the Required Holders, which report shall include balance sheets and statements of income (loss), stockholders’ equity and cash-flow for that period, provided that delivery of the Company’s annual report for any fiscal year of the Company on Form 10-K as filed with the SEC shall satisfy the requirements

of this subpart (ii)(a), and (b) a certificate by such accountant setting forth the Defaults and Events of Default coming to its attention during the course of its audit or, if none, a statement to that effect;

(iii) concurrently with the delivery of the financial statements in (i) and (ii) above, a Compliance Certificate; and

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

5C. Electronic Delivery. Documents required to be delivered pursuant to 5B(i), (ii) or (iv) (to the extent that any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address; or (ii) on which such documents are posted on the Company’s behalf on an Internet website, if any, to which each Significant Holder has access; provided that: (i) the Company shall deliver paper copies of such documents to any Significant Holder that requests that the Company deliver such paper copies until a written request to cease delivering paper copies is given by such Significant Holder and (ii) the Company shall notify each Significant Holder (by telecopier or electronic mail) of the posting of any such documents.

5D. Financial Records. The Company covenants that it will at all times maintain true and complete records and books of account, including, without limiting the generality of the foregoing, appropriate reserves for possible losses and liabilities, all in accordance with GAAP.

5E. Franchises. The Company will and shall cause each of its Subsidiaries to preserve and maintain at all times its existence, rights and franchises, except as otherwise permitted pursuant to paragraph 6D hereof; provided that the Company shall not be required to preserve or maintain such rights or franchises where the failure to do so will not have a Material Adverse Effect.

5F. ERISA Compliance. None of the Company or its Subsidiaries shall incur any material accumulated funding deficiency within the meaning of ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. The Company shall promptly notify each Significant Holder of any material taxes assessed, proposed to be assessed or that the Company has reason to believe may be assessed against the Company or any of its Subsidiaries by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of the Consolidated Total Assets of the Company.

5G. Notice. The Company covenants that it will promptly notify each Significant Holder whenever, to the knowledge of a Financial Officer (a) any Default or Event of Default is likely to occur hereunder, or (b) any default, or event with which the passage of time or the giving of notice, or both, would cause a default, shall have occurred under any Material Indebtedness Agreement.

5H. Environmental Compliance. Except where the failure to do so would not have or result in a Material Adverse Effect, the Company covenants that it will, and shall cause each Subsidiary to, (i) comply in all respects with any and all Environmental Laws including, without limitation, all Environmental Laws in jurisdictions in which the Company or any Subsidiary owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise and (ii) not allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which the Company or any of its Subsidiaries holds any interest or performs any of its operations, in violation of any Environmental Law. The Company shall defend, indemnify and hold the holders of Notes harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys’ fees) arising out of or resulting from the noncompliance of the Company or any of its Subsidiaries with any Environmental Law. Such indemnification shall survive any termination of this Agreement.

5I. Pari Passu Ranking. The Company covenants that the obligations of the Company under this Agreement and the Notes shall, and that it will, and will cause each Subsidiary to, take all necessary action to ensure that the obligations of the Company under this Agreement and the Notes shall, at all times rank at least pari passu in right of payment (to the fullest extent permitted by law) with all other senior unsecured Indebtedness of the Company and its Subsidiaries.

6. NEGATIVE COVENANTS. From the date of Closing and so long thereafter as any Note or other amount due hereunder is outstanding and unpaid, the Company covenants as follows:

6A. Financial Covenants.

6A(1) . Leverage Ratio . The Company covenants that it shall not suffer or permit for the most recently completed four (4) fiscal quarters of the Company, the Leverage Ratio to exceed 3.75 to 1.00.

6A(2) . Interest Coverage Ratio . The Company covenants that it shall not suffer or permit for the most recently completed four (4) fiscal quarters of the Company, the Interest Coverage Ratio to be less than 2.50 to 1.00.

6B. Indebtedness. The Company covenants that it will not and shall not permit any of its Subsidiaries to create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this paragraph 6B shall not apply to:

(i) the Notes;

(ii) unsecured Indebtedness of the Company under the Primary Credit Facility;

(iii) the unsecured Indebtedness of the Company under the 2008 Note Purchase Agreement in an aggregate principal amount not to exceed Fifty Million Dollars ($50,000,000);

(iv) the unsecured Indebtedness of the Company under the 2011 Note Purchase Agreement;

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

(vi) loans or capital leases to the Company or any of its Subsidiaries for the purchase or lease of fixed assets, which loans or leases are secured by the assets being purchased or leased, so long as the aggregate principal amount of all such loans and leases for the Company and its Subsidiaries do not exceed the greater of (a) One Hundred Million Dollars ($100,000,000) and (b) an amount equal to five percent (5%) of Consolidated Total Assets at any time;

(vii) Indebtedness owed by the Company or a Subsidiary (other than the Receivables Subsidiary) to the Company or another Subsidiary (other than the Receivables Subsidiary);

(viii) Indebtedness of the Receivables Subsidiary under the Permitted Receivables Facility, so long as (a) the funded amount, together with any other Indebtedness thereunder, does not exceed the greater of (1) Two Hundred Million Dollars ($200,000,000) and (2) an amount equal to ten percent (10%) of Consolidated Total Assets at any time, and (b) the Company provides a copy of the documents evidencing such transaction to each Significant Holder; and

(ix) additional Indebtedness of the Company or any Subsidiary, to the extent not otherwise permitted pursuant to any of the foregoing clauses of this paragraph 6B, so long as (a) the Company will be in pro forma compliance as of the applicable measurement period with paragraph 6A hereof after giving effect to the incurrence of such Indebtedness, (b) no Event of Default shall exist prior to or after giving effect to the incurrence of any such Indebtedness and (c) after giving effect to the incurrence of such Indebtedness by any Subsidiary, the amount of outstanding Priority Indebtedness does not exceed an amount equal to fifteen percent (15%) of Consolidated Total Assets.

6C. Liens. The Company covenants and warrants that it will not, and will not permit any Subsidiary to create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this paragraph 6C shall not apply to the following:

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

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

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

(iv) Liens securing the Notes;

(v) Liens on fixed assets securing the loans or capital leases pursuant to paragraph 6B(vi) hereof, provided that such Lien only attaches to the property being acquired or leased;

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

(vii) any other Liens, to the extent not otherwise permitted pursuant to subparts (i) through (vi) hereof, so long as the aggregate amount of Priority Indebtedness does not exceed at any time, for the Company and all Subsidiaries, an amount equal to fifteen percent (15%) of Consolidated Total Assets; provided, however, that no Liens that secure any obligations of the Company under the Primary Credit Facility, the 2008 Note Purchase Agreement or the 2011 Note Purchase Agreement shall be permitted under this clause (vii).

The Company shall not, and shall not permit any Subsidiary (other than the Receivables Subsidiary) to, enter into any Material Indebtedness Agreement (other than any contract or agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to paragraph 6B(ii), (iii), (iv), (v), (vi) or (ix) hereof) that would prohibit the holders of the Notes from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of the Company or any of Subsidiaries.

6D. Merger and Sale of Assets. The Company covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist:

(i) any Subsidiary (other than the Receivables Subsidiary) may merge with (a) the Company (provided that the Company shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary);

(ii) the Company may sell, lease, transfer or otherwise dispose of any of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (a) the Company, or (b) any Subsidiary (other than the Receivables Subsidiary);

(iii) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) and (ii) above, the Company and any Subsidiary may sell accounts receivables and related rights to the Receivables Subsidiary in connection with the Permitted Receivables Facility;

(iv) any merger or consolidation that constitutes an Acquisition permitted pursuant to paragraph 6E hereof; and

(v) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) through (iv) above, the Company or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by the Company and all of its Subsidiaries in any fiscal year does not exceed an amount equal to ten percent (10.0%) of Consolidated Total Assets as of the end of the immediately preceding fiscal year.

Notwithstanding the foregoing provisions of this paragraph 6D, the Company may, or may permit any Subsidiary to, sell, lease, transfer or otherwise dispose of its assets and the assets subject to such sale, lease, transfer or disposition shall not be subject to or included in any of the foregoing limitations of the preceding sentence if the net proceeds from such Disposition are, within 365 days of such sale, lease, transfer or disposition, are reinvested in productive assets of the Company or applied to the prepayment of the Notes or any other outstanding Indebtedness of the Company or any Subsidiary owed to a non-Affiliate ranking pari passu with or senior to the Notes. For purposes of foregoing sentence, the Company shall offer to prepay (not less than 30 or more than 60 days following such offer) the Notes on a pro rata basis at a price of 100% of the principal amount of the Notes to be prepaid (without any Yield-Maintenance Amount) together with interest accrued to the date of prepayment; provided that if any holder of the Notes declines such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to prepay made pursuant to this paragraph 6D shall be deemed to constitute a rejection of such offer by such holder. Whether or not such offers are accepted by holders, the entire principal amount of the Notes subject thereto shall be deemed to have been prepaid solely for purposes of this paragraph. Any prepayments of principal made pursuant to such offers shall be applied to scheduled payments of principal in inverse order of maturity.

6E. Acquisitions. The Company covenants that it will not, and will not permit any Subsidiary to, effect an Acquisition, except that the Company or any Subsidiary (other than the Receivables Subsidiary) may effect an Acquisition so long as (a) the Company shall be the surviving entity if such Acquisition is a merger or consolidation with the Company and if such Acquisition is a merger or consolidation with a Subsidiary, then the surviving entity shall be a

Subsidiary on the consummation thereof; (b) the Board of Directors (or equivalent governing body) of the Person acquired shall have approved such Acquisition; and (c) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist.

6F. Affiliate Transactions. The Company covenants that it will not, and will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company or its Subsidiaries on terms that are less favorable to the Company or such Subsidiary, as the case may be, than those that might be obtained at the time in a transaction with a non-Affiliate; provided, however, that the foregoing shall not prohibit (i) the payment of customary and reasonable directors’ fees to directors who are not employees of the Company or its Subsidiaries or any Affiliate thereof; or (ii) any transaction, including, but not limited to the transactions contemplated pursuant to the Permitted Receivables Facility, between the Company and an Affiliate that the Company reasonably determines in good faith is beneficial to the Company and its Affiliates as a whole and that is not entered into for the purpose of hindering the exercise by any holder of a Note of its rights or remedies under this Agreement or any other Transaction Document.

6G. Restrictive Agreements. Except as set forth in this Agreement, the Company covenants that it will not, and will not permit any Subsidiary (excluding the Receivable Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (excluding the Receivables Subsidiary) to (i) make, directly or indirectly, any Capital Distribution to the Company; (ii) make, directly or indirectly, loans or advances or capital contributions to the Company; or (iii) transfer, directly or indirectly, any of the properties or assets of such Subsidiary (excluding the Receivables Subsidiary) to the Company, except for such encumbrances or restrictions existing under or by reason of (1) applicable law, (2) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (3) customary restrictions in security agreements or mortgages securing Indebtedness of the Company or its Subsidiaries to the extent such restrictions only restrict the transfer of the property subject to such security agreement or mortgage or (4) customary and reasonable restrictions in agreements necessary to obtain loans and credit facilities so long as such restrictions do not materially encumber the ability of the Subsidiaries taken as a whole to make Capital Distributions.

6H. Guaranties of Payment; Guaranty Under Material Indebtedness Agreement. The Company covenants that it will not permit any Subsidiary to become a Guarantor in respect of any Indebtedness under the Primary Credit Facility unless, prior to or concurrently therewith (i) the Company shall have caused each such Subsidiary to execute and deliver to each holder of Notes an executed joinder to the Guaranty Agreement and a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and (ii) if any holder of any Indebtedness under the Primary Credit Facility shall be or become a party to an intercreditor agreement with any other holder of any Indebtedness under the Primary Credit Facility, then the holders of the Notes and all holders of Indebtedness

under the Primary Credit Facility with respect to which any Subsidiary is a Guarantor shall have entered into an intercreditor agreement in form and substance customary and appropriate for such agreement and otherwise reasonably satisfactory to the Required Holders.

6I. Terrorism Sanctions Regulations. The Company covenants that it will not, and will not permit any Subsidiary to, (i) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) be in violation of any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits any Purchaser from purchasing the Notes hereunder from the Company or from otherwise conducting business with the Company or its Subsidiaries.

7. EVENTS OF DEFAULT.

7A. Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

(i)(a) the principal of any Note or any Yield-Maintenance Amount shall not be paid in full punctually when due and payable or within three (3) Business Days thereafter, or (b) the interest on any Note or any fee shall not be paid in full punctually when due and payable or within five (5) Business Days thereafter; or

(ii) the Company or any Subsidiary shall fail or omit to perform and observe paragraphs 6A, 6B, 6C, 6D, 6E, 6G or 6H; or

(iii) the Company or any Subsidiary shall fail or omit to perform and observe any agreement or other provision (other than those referred to in paragraphs 7A(i) or 7A(ii) hereof) contained or referred to in this Agreement or any other Transaction Document that is on the Company’s or such Subsidiary’s part, as the case may be, to be complied with, and that Default shall not have been fully corrected within thirty (30) days after the giving of written notice thereof to the Company by the Required Holders that the specified Default is to be remedied; or

(iv) any representation, warranty or statement made by the Company or any Subsidiary in or pursuant to this Agreement or any other Transaction Document, or any other material information furnished by the Company or any Subsidiary in connection with the transactions contemplated hereby, shall be false or erroneous; or

(v) the Company or any of its Subsidiaries shall default in the payment in an amount in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) of principal, interest or fees due and owing upon any other obligation for borrowed money (other than the Notes), for all such obligations for all of the Company and its Subsidiaries in aggregate equal to or greater than the greater of (a) Fifty Million Dollars ($50,000,000) and (b) an amount equal to three percent (3%) of Consolidated Total Assets beyond any

period of grace provided with respect thereto, or in the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created beyond any period of grace provided with respect thereto, if the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity; or

(vi) the occurrence of one or more ERISA Events that (a) the Required Holders determine could have a Material Adverse Effect, or (b) results in a Lien on any of the assets of the Company or any Subsidiary in excess of the greater of (1) Fifty Million Dollars ($50,000,000) and (2) an amount equal to three percent (3%) of Consolidated Total Assets; or

(vii) a Change of Control shall occur; or

(viii) a final judgment or order for the payment of money shall be rendered against any the Company or any Subsidiary by a court of competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively stayed) of thirty (30) days after the date on which the right to appeal has expired, provided that the aggregate of all such judgments for the Company and its Subsidiaries shall exceed the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets; or

(ix)(a) any material provision, in the reasonable opinion of any holder of the Notes, of this Agreement or any other Transaction Document shall at any time for any reason cease to be valid and binding and enforceable against the Company or any Subsidiary; (b) the validity, binding effect or enforceability of any material provision of this Agreement or any other Transaction Document against the Company or any Subsidiary shall be contested by such Company or any Subsidiary; (c) the Company or any Subsidiary shall deny that it has any or further liability or obligation thereunder; or (d) any material provision of this Agreement or any other Transaction Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to the holder of a Note the benefits purported to be created thereby; or

(x) the Company or any Subsidiary (other than any Subsidiary that individually, or in the aggregate when combined with all other Subsidiaries excluded from this paragraph 7A(x) by operation of this parenthetical, has assets less than or equal to the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to three percent (3%) of Consolidated Total Assets) shall (a) except as permitted pursuant to paragraph 6D hereof, discontinue business, (b) generally not pay its debts as such debts become due, (c) make a general assignment for the benefit of creditors, (d) apply for or consent to the appointment of a receiver, a custodian, a trustee, an interim trustee or liquidator of all or a substantial part of its assets, (e) be adjudicated a debtor or have entered against it an order for relief under Title 11 of the United States Code, as the same may be amended from time to time, (f) file a voluntary petition in bankruptcy, or have an involuntary proceeding filed against it and the same shall continue undismissed for a

period of thirty (30) days from commencement of such proceeding or case, or file a petition or an answer seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether federal or state (or the foreign equivalent)) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal or state (or the foreign equivalent)) relating to relief of debtors, (g) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition seeking its reorganization or appoints a receiver, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or (h) take, or omit to take, any action in order thereby to effect any of the foregoing;

then (1) if such event is an Event of Default specified in clause (i) of this paragraph 7A, any holder of any Note (other than the Company or any of its Subsidiaries or Affiliates) may at its option, by notice in writing to the Company, declare all of the Notes held by such holder to be, and all of the Notes held by such holder shall thereupon be and become, immediately due and payable at par together with interest accrued thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company, (2) if such event is an Event of Default specified in clause (x) of this paragraph 7A with respect to the Company, all of the Notes at the time outstanding shall automatically become immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Company, and (3) if such event is not an Event of Default specified in clause (x) of this paragraph 7A with respect to the Company, the Required Holder(s) may at its or their option, by notice in writing to the Company, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and without the occurrence of an Event of Default and that the provision for payment of Yield-Maintenance Amount by the Company in the event the Notes are prepaid or are accelerated as a result of an Event of Default is intended to provide compensation for the deprivation of such right under such circumstances.

7B. Rescission of Acceleration. At any time after any or all of the Notes shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) may, by notice in writing to the Company, rescind and annul such declaration and its consequences if (i) the Company shall have paid all overdue interest on the Notes, the principal of and Yield-Maintenance Amount, if any, payable with respect to any Notes which have become due otherwise than by reason of such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount at the Default Rate, (ii) the Company shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 11C, and (iv) no judgment or decree shall have been entered for the payment of any amounts due

pursuant to the Notes or this Agreement. No such rescission or annulment shall extend to or affect any subsequent Event of Default or Default or impair any right arising therefrom.

7C. Notice of Acceleration or Rescission. Whenever any Note shall be declared immediately due and payable pursuant to paragraph 7A or any such declaration shall be rescinded and annulled pursuant to paragraph 7B, the Company shall forthwith give written notice thereof to the holder of each Note at the time outstanding.

7D. Other Remedies. If any Event of Default or Default shall occur and be continuing, the holder of any Note may proceed to protect and enforce its rights under this Agreement and such Note by exercising such remedies as are available to such holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement. No remedy conferred in this Agreement upon the holder of any Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

8. REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows:

8A. Organization; Subsidiary Preferred Equity. The Company is a corporation duly organized and existing in good standing under the laws of the State of Ohio, and each Subsidiary is duly organized and existing in good standing under the laws of the jurisdiction in which it is organized. The Company and each of its Subsidiaries have duly qualified or been duly licensed, and are authorized to do business and are in good standing, in each jurisdiction in which the ownership of their respective properties or the nature of their respective businesses makes such qualification or licensing necessary and in which the failure to be so qualified or licensed could be reasonably likely to have a Material Adverse Effect. No Subsidiary has any outstanding shares of any class of capital stock or other equity interests which has priority over any other class of capital stock or other equity interests of such Subsidiary as to dividends or distributions or in liquidation except as may be owned beneficially and of record by the Company or a Wholly-Owned Subsidiary. Each of its Subsidiary’s legal name and its state or jurisdiction of organization has been set forth in the Company’s most recent annual report on Form 10-K (excluding for any Subsidiary organized or no longer in existence since the date thereof). As of the date of this Agreement, no Subsidiary is a Guarantor with respect to any Indebtedness under the Primary Credit Facility or under any other Material Indebtedness Agreement.

8B. Power and Authority. The Company and each Subsidiary has all requisite corporate, limited liability company or partnership, as the case may be, power to own or hold under lease and operate their respective properties which it purports to own or hold under lease and to conduct its business as currently conducted and as currently proposed to be conducted. The Company has all requisite corporate power to execute, deliver and perform its obligations under this Agreement and the Notes. The execution, delivery and performance of this Agreement and the Notes has been duly authorized by all requisite corporate action, and this Agreement and the Notes have been duly executed and delivered by authorized officers of the

Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

8C. Financial Statements. The Company has made available to each Purchaser of any Note (i) its annual report on Form 10K for each of the three fiscal years of the Company most recently completed prior to the date of this Agreement (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and (ii) quarterly report on Form 10-Q as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released). There has been no material adverse change in the business, property or assets, condition (financial or otherwise), operations or prospects of the Company and its Subsidiaries taken as a whole since the end of the most recent fiscal year for which such audited financial statements had been furnished to each Purchaser of any Note.

8D. Actions Pending. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, by or before any court, arbitrator or administrative or governmental body which, individually or in the aggregate, could reasonably be expected to result in any Material Adverse Effect.

8E. Outstanding Indebtedness. Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by paragraph 6B. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.

8F. Title to Properties. The Company has and each of its Subsidiaries has good and indefeasible title to its respective real properties (other than properties which it leases) and good title to all of its other respective properties and assets, including the properties and assets reflected in the most recent audited balance sheet referred to in paragraph 8B (other than properties and assets disposed of in the ordinary course of business), subject to no Lien of any kind except Liens permitted by paragraph 6C and except where the failure to have such title would not have a Material Adverse Affect. All leases necessary in any material respect for the conduct of the respective businesses of the Company and its Subsidiaries are valid and subsisting and are in full force and effect except for those leases which the failure to be so would not have a Material Adverse Effect.

8G. Taxes. The Company has, and each of its Subsidiaries has, filed all federal, state and other income tax returns which, to the knowledge of the officers of the Company and its Subsidiaries, are required to be filed, and each has paid all taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due, except such taxes as are being actively contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles or which the failure to file or pay would not have a Material Adverse Affect.

8H. Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject and the violation of which would have a Material Adverse Affect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse Affect, which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8H attached hereto.

8I. Offering of Notes. Neither the Company nor any agent acting on its behalf has, directly or indirectly, offered the Notes or any similar security of the Company for sale to, or solicited any offers to buy the Notes or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with, any Person other than Institutional Investors, and neither the Company nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of Section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

8J. Use of Proceeds. The proceeds of the Series 2012 Notes will be used for general corporate purposes. Neither the Company nor any Subsidiary owns or has any present intention of acquiring any “margin stock” as defined in Regulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve System (herein called “margin stock”). None of the proceeds of the sale of any Notes will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any margin stock or for the purpose of maintaining, reducing or retiring any Indebtedness which was originally incurred to purchase or carry any stock that is then a margin stock or for any other purpose which might constitute the sale or purchase of any Notes a “purpose credit” within the meaning of such Regulation U. The Company is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock. Neither the Company nor any agent acting on its behalf has taken or will take any action which might cause this Agreement or any Note to violate Regulation T, Regulation U or any other regulation of the Board of Governors of the Federal Reserve System or to violate the Exchange Act, in each case as in effect now or as the same may hereafter be in effect.

8K. ERISA. Except as referred to in the Company’s report as Form 10-K for its most recently concluded fiscal year, no accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been or is expected by the Company or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Company, any Subsidiary or any ERISA Affiliate which is or could reasonably be expected to be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. Neither the Company, any Subsidiary nor any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or could reasonably be expected to be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. The execution and delivery of this Agreement and the issuance and sale of the Notes will be exempt from or will not involve any transaction which is subject to the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code. The representation by the Company in the next preceding sentence is made in reliance upon and subject to the accuracy of each Purchaser’s representation in paragraph 9B.

8L. Governmental Consent. Neither the nature of the Company or of any Subsidiary, nor any of their respective businesses or properties, nor any relationship between the Company or any Subsidiary and any other Person, nor any circumstance in connection with the offering, issuance, sale or delivery of the Notes is such as to require any authorization, consent, approval, exemption or other action by or notice to or filing with any court or administrative or governmental body (other than routine filings after the date of the Closing for any Notes with the Securities and Exchange Commission and/or state Blue Sky authorities) in connection with the execution and delivery of this Agreement, the offering, issuance, sale or delivery of the Notes or fulfillment of or compliance with the terms and provisions hereof or of the Notes.

8M. Compliance with Environmental and Other Laws. The Company and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all federal, state, local, foreign and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations, including, without limitation, those relating to protection of the environment, except, in any such case, where failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

8N. Regulatory Status. Neither the Company nor any of its Subsidiaries is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 2005, or (iii) a “public utility” within the meaning of the Federal Power Act, as amended.

8O. Permits and Other Operating Rights. The Company and each Subsidiary has all such valid and sufficient certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from federal, state, foreign, regional, municipal and other local regulatory bodies or administrative agencies or other governmental bodies having jurisdiction over the Company or any Subsidiary or any of its properties, as are necessary for the ownership, operation and maintenance of its businesses and properties, as presently conducted and as proposed to be conducted while the Notes are outstanding, subject to exceptions and deficiencies which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and such certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from federal, state, foreign, regional, municipal and other local regulatory bodies or administrative agencies or other governmental bodies having jurisdiction over the Company, any Subsidiary or any of its properties are free from restrictions or conditions which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and neither the Company nor any Subsidiary is in violation of any thereof in any material respect.

8P. Absence of Financing Statements, etc. Except with respect to Liens permitted by paragraph 6C hereof there is, to the knowledge of a Financial Officer, no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry or other public office, that purports to cover, affect or give notice of any present or possible future Lien on, or security interest in, any assets or property of the Company or any of its Subsidiaries or any rights relating thereto.

8Q. Foreign Assets Control Regulations, Etc.

(i) Neither the sale of any Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(ii) Neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person. The Company and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(iii) No part of the proceeds from the sale of any Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company.

8R. Disclosure. Neither this Agreement nor any other document, certificate or statement furnished to any Purchaser by or on behalf of the Company in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in

order to make the statements contained herein and therein not misleading. There is no fact or facts peculiar to the Company or any of its Subsidiaries which materially adversely affects or in the future may (so far as the Company can now reasonably foresee), individually or in the aggregate, reasonably be expected to materially adversely affect the business, property or assets, or financial condition of the Company or any of its Subsidiaries and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to each Purchaser by or on behalf of the Company prior to the date hereof in connection with the transactions contemplated hereby. Any financial projections delivered to any Purchaser on or prior to the date of this Agreement are reasonable based on the assumptions stated therein and the best information available to the officers of the Company. The copy of the Primary Credit Facility furnished to each Purchaser prior to the date of this Agreement is a true and complete copy of the Primary Credit Facility as in effect on the date of this Agreement.

8S. Hostile Tender Offers. None of the proceeds of the sale of any Notes will be used to finance a Hostile Tender Offer.

9. REPRESENTATIONS OF EACH PURCHASER. Each Purchaser represents as follows:

9A. Nature of Purchase. Such Purchaser is not acquiring the Notes purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser’s property shall at all times be and remain within its control.

9B. Source of Funds. At least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(i) the Source is an “insurance company general account” (as that term is defined in the United States Department of Labor’s Prohibited Transaction Exemption ( “PTE” ) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement” )) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(ii) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(iii) the Source is either (a) an insurance company pooled separate account, within the meaning of PTE 90-1, or (b) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(iv) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption” )) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (a) the identity of such QPAM and (b) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (iv); or

(v) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption” )) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Company and (a) the identity of such INHAM and (b) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or

(vi) the Source is a governmental plan; or

(vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or

(viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this paragraph 9B, the terms “employee benefit plan” , “governmental plan” , and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

10. DEFINITIONS; ACCOUNTING MATTERS . For the purpose of this Agreement, the terms defined in paragraphs 10A and 10B (or within the text of any other paragraph) shall have the respective meanings specified therein and all accounting matters shall be subject to determination as provided in paragraph 10C.

10A. Yield-Maintenance Terms.

“Called Principal” shall mean, with respect to any Note, the principal of such Note that is to be prepaid pursuant to paragraph 4B or is declared to be or otherwise becomes due and payable pursuant to paragraph 7A, as the context requires.

“Discounted Value” shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (as converted to reflect the periodic basis on which interest on such Note is payable, if interest is payable other than on a semi-annual basis) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” shall mean, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City local time) on the Business Day next preceding the Settlement Date with respect to such Called Principal for the most recent actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date on the display designated as “Page PX1” on Bloomberg Financial Markets (or such other display as may replace Page PX1 on Bloomberg Financial Markets, or (ii) if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable (including by way of interpolation), the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. In the case of each determination under clause (i) or (ii) of the preceding sentence, such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon of the applicable Note.

“Remaining Average Life” shall mean, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (b) the number of years (calculated to the nearest one-twelfth year) which will elapse between the

Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date.

“Settlement Date” shall mean, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to paragraph 4B or is declared to be or otherwise becomes due and payable pursuant to paragraph 7A, as the context requires.

“Yield-Maintenance Amount” shall mean, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of (i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the Settlement Date with respect to such Called Principal. The Yield-Maintenance Amount shall in no event be less than zero.

10B. Other Terms.

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

“Additional Notes” shall have the meaning given in paragraph 1A.

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

“Alternate Currency” shall mean Euros, Pounds Sterling, Japanese Yen or any other currency, other than Dollars, that is freely transferable and convertible into Dollars.

“Anti-Terrorism Order” means Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

“Business Day” shall mean any day other than (i) a Saturday or a Sunday and (ii) a day on which commercial banks in New York City or Cleveland, Ohio, are required or authorized to be closed.

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

“Cash Equivalent” shall mean any debt instrument that would be deemed a cash equivalent in accordance with GAAP.

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

“Closing” shall have the meaning given in paragraph 2B.

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

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

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

“Consolidated” shall mean the resultant consolidation of the financial statements of the Company and its Subsidiaries in accordance with GAAP, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in paragraph 5B hereof.

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

any of its Subsidiaries for such period, all as determined on a Consolidated basis and in accordance with GAAP.

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

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

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

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

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

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

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

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

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

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

“Default” shall mean any of the events specified in paragraph 7A, whether or not any requirement for such event to become an Event of Default has been satisfied.

“Default Rate” shall mean, with respect to any Note, a rate per annum from time to time equal to the lesser of (i) the maximum rate permitted by applicable law, and (ii) the greater of (a) 2.00% per annum above the rate of interest stated in such Note, or (b) 2.00% over the rate of interest publicly announced by Wells Fargo Bank, National Association, from time to time in New York City as its Prime Rate.

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

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

“Dollar Equivalent” of any amount shall mean the Dollar equivalent of such amount, determined by the Company on the basis of its spot rate at approximately 11:00 A.M. London time on the date for which the Dollar equivalent amount of such amount is being determined, for the purchase of the relevant Alternate Currency with Dollars for delivery on such date.

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

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

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

“ERISA Affiliate” shall mean any corporation which is a member of the same controlled group of corporations as the Company within the meaning of section 414(b) of the Code, or any trade or business which is under common control with the Company within the meaning of section 414(c) of the Code.

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

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

“Event of Default” shall mean any of the events specified in paragraph 7A, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act.

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

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

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

“Guarantor of Payment” shall have the meaning given in paragraph 1C.

“Guaranty Agreement” shall have the meaning given in paragraph 1C.

“Hostile Tender Offer” shall mean, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which such Notes are issued.

“including” shall mean, unless the context clearly requires otherwise, “including without limitation”, whether or not so stated.

“Indebtedness” shall mean, for the Company or any Subsidiary (excluding in all cases trade payables payable in the ordinary course of business by the Company or such Subsidiary), without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred purchase price of capital assets, in each case, incurred outside of the ordinary course of business, (c) all obligations under conditional sales or other title retention agreements (other than a true consignment), in each case, incurred outside of the ordinary course of business, (d) all synthetic leases, (e) all lease obligations that have been capitalized on the books of the Company or such Subsidiary in

accordance with GAAP, (f) all obligations of the Company or such Subsidiary with respect to asset securitization financing programs, including, but not limited to, all indebtedness under the Permitted Receivables Facility, and (g) all material obligations arising outside the ordinary course of business to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person.

“Institutional Investor” shall mean any insurance company, commercial, investment or merchant bank, finance company, mutual fund, registered money or asset manager, savings and loan association, credit union, registered investment advisor, pension fund, investment company, licensed broker or dealer, “qualified institutional buyer” (as such term is defined under Rule 144A promulgated under the Securities Act) or “accredited investor” (as such term is defined in Regulation D promulgated under the Securities Act).

“Interest Coverage Ratio” shall mean, for the most recently completed four (4) fiscal quarters of the Company, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated Trailing EBITDA to (b) Consolidated Trailing Interest Expense, as determined after the conclusion of most recently completed fiscal quarter in accordance with the Company’s customary financial reporting practices.

“Leverage Ratio” shall mean, at any time, for the most recently completed four (4) fiscal quarters of the Company, on a Consolidated basis and in accordance with GAAP, the ratio of (a)(i) Total Indebtedness minus (ii) the aggregate amount of cash, Cash Equivalents and other marketable securities of the Company and its Subsidiaries as set forth on the financial statements of the Company and its Subsidiaries for the most recently completed fiscal quarter that are not subject to a Lien (other than a Lien in favor of the holders of the Notes), to (b) Consolidated Trailing EBITDA, as determined after the conclusion of most recently completed fiscal quarter in accordance with the Company’s customary financial reporting practices.

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

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

“Material Indebtedness Agreement” shall mean any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing any Indebtedness of the Company or any Subsidiary in an amount equal to or greater than the greater of (i) Fifty Million Dollars ($50,000,000) and (ii) an amount equal to five percent (5%) of Consolidated Total Assets.

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

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

“Notes” shall have the meaning given in paragraph 1B hereof.

“Officer’s Certificate” shall mean a certificate signed in the name of the Company by a Responsible Officer of the Company.

“Other Purchasers” shall have the meaning given in paragraph 2A.

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor or replacement entity thereto under ERISA.

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

“ PNC Term Loan Agreement ” shall mean that certain Credit Agreement dated as of June 4, 2012 by and among, inter alia, the Company and PNC Bank, National Association, as Administrative Agent.

“Purchaser” means each purchaser listed in Schedule A.

“Permitted Receivables Facility” shall mean an accounts receivable facility whereby the Company or its Subsidiaries sell or transfer the accounts receivables of the Company or its Subsidiaries to the Receivables Subsidiary which in turn transfers to a buyer, purchaser or lender undivided fractional interests in such accounts receivable, so long as (a) no portion of the Indebtedness or any other obligation (contingent or otherwise) under such Permitted Receivables Facility is guaranteed by the Company or any Subsidiary, (b) there is no recourse or obligation to the Company or any Subsidiary (other than the Receivables Subsidiary) whatsoever other than pursuant to customary representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with such Permitted Receivables Subsidiary, and (c) neither the Company nor any Subsidiary (other than the Receivables Subsidiary) provides, either directly or indirectly, any other credit support of any kind in connection with such Permitted Receivables Facility other than as set forth in subpart (b) of this definition.

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

“Plan” shall mean any employee pension benefit plan (as such term is defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any ERISA Affiliate.

“Primary Credit Facility” shall mean the $500 million unsecured multicurrency credit facility pursuant to the terms and conditions of that certain credit agreement dated as of December 9, 2011, by the Company and the Banks (as defined in therein) with KeyBank National Association and J.P. Morgan Securities Inc. as co-lead arrangers, as amended, supplemented, restated, extended, refinanced, replaced or otherwise modified from time to time.

“Priority Indebtedness” shall mean, without duplication, the sum of (a) all Indebtedness of Subsidiaries permitted by paragraph 6B(ix) and (b) all Indebtedness of the Company secured by any Liens permitted by paragraph 6C(vii).

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

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

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

“Required Holder(s)” shall mean the holder or holders of more than 50% of the aggregate principal amount of the Notes or, if the term is expressly used with respect to a series of Notes, of such series of Notes from time to time outstanding.

“Responsible Officer” shall mean the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of the Company or any other officer of the Company involved principally in its financial administration or its controllership function.

“SEC” shall mean the United States Securities Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Series 2012 Notes” shall have the meaning given in paragraph 1A.

“Series 2012-A Notes” shall have the meaning given in paragraph 1A.

“Series 2012-B Notes” shall have the meaning given in paragraph 1A.

“Series 2012-C Notes” shall have the meaning given in paragraph 1A.

“Series 2012-D Notes” shall have the meaning given in paragraph 1A.

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

“Significant Holder” shall mean (a) any original purchaser of a Note (but not any successors or assigns) or (b) any holder (together with its Affiliates) of more than $25,000,000 in aggregate principal amount of the Notes at the time outstanding.

“Subordinated”, as applied to Indebtedness, shall mean that the Indebtedness has been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to the Required Holders) in favor of the prior payment in full of the obligations of the Company and its Subsidiaries under this Agreement, the Notes and the other Transaction Documents.

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

“Supplement” shall have the meaning given in paragraph 1B.

“Transaction Documents” shall mean this Agreement, the Notes, any Guaranty Agreement and any other agreements, documents, writings or instruments now or hereafter executed or deemed by the Company or any Subsidiary in connection with this Agreement.

“Transferee” shall mean any direct or indirect transferee of all or any part of any Note purchased by any Purchaser under this Agreement.

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

“2008 Note Purchase Agreement” shall mean the Note Purchase and Private Shelf Agreement, dated as of February 22, 2008, pursuant to which the Company issued and sold Fifty Million Dollars ($50,000,000) in aggregate principal amount of its 4.98% Series A Senior Notes due February 22, 2013.

“2011 Note Purchase Agreement” shall mean the Note Purchase and Private Shelf Agreement, dated as of June 30, 2011, pursuant to which the Company issued and sold Seventy-Five Million Dollars ($75,000,000) in aggregate principal amount of its 2.21% Senior

Notes, $25,000,000 and $50,000,000, due August 31, 2018 and September 1, 2020, respectively, and may issue and sell additional senior notes.

“USA Patriot Act” shall mean United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

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

“Voting Stock” shall mean, with respect to any corporation, any shares of stock of such corporation whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

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

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

10C. Accounting and Legal Principles, Terms and Determinations . All references in this Agreement to “generally accepted accounting principles” or “GAAP” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited consolidated financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced.

11. MISCELLANEOUS.

11A. Note Payments . The Company agrees that, so long as any Purchaser shall hold any Note, it will make payments of principal of, interest on, and any Yield-Maintenance Amount payable with respect to, such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City time, on the date due) to (i) such Purchaser’s account or accounts specified in Schedule A attached hereto or (ii) such other account or accounts in the United States as such Purchaser may from time to time designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, such Purchaser will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Company agrees to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as each Purchaser has made in this paragraph 11A. No holder shall be required to present or surrender any Note or make any notation thereon, except that upon the written request of the Company made concurrently with or reasonably promptly after the payment or prepayment in full of any Note, the applicable holder shall surrender such Note for cancellation, reasonably promptly after such request, to the Company at its principal office.

11B. Expenses . Whether or not the transactions contemplated hereby shall be consummated, the Company shall pay, and save each Purchaser and any Transferee harmless against liability for the payment of the following out-of-pocket expenses arising in connection with such transactions:

(i) (a) all stamp and documentary taxes and similar charges and (b) costs (not to exceed $3,500) of obtaining a private placement number from Standard and Poor’s Ratings Group for the Notes;

(ii) document production and duplication charges and the fees and expenses of any special counsel engaged by such Purchaser or such Transferee in connection (a) with any transaction contemplated by this Agreement and (b) with any subsequent proposed waiver, amendment or modification of, or proposed consent under, this Agreement, whether or not such proposed waiver, amendment, modification or consent shall be effected or granted;

(iii) the reasonable costs and expenses, including attorneys’ and financial advisory fees, incurred by such Purchaser or such Transferee in enforcing (or determining whether or how to enforce) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the transactions contemplated hereby or by reason of your or such Transferee’s having acquired any Note, including without limitation costs and expenses incurred in any workout, restructuring or renegotiation proceeding or bankruptcy case; and

(iv) any judgment, liability, claim, order, decree, cost, fee, expense, action or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

The Company also will promptly pay or reimburse each Purchaser or holder of a Note (upon demand, in accordance with each such Purchaser’s or holder’s written instruction) for all fees and costs paid or payable by such Purchaser or holder to the Securities Valuation Office of the National Association of Insurance Commissioners in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with such Securities Valuation Office or any successor organization acceding to the authority thereof.

The obligations of the Company under this paragraph 11B shall survive the transfer of any Note or portion thereof or interest therein by any Purchaser or any Transferee and the payment of any Note.

11C. Consent to Amendments . This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, (i) with the written consent of the holders of all Notes of a particular series, and, if an Event of Default shall have occurred and be continuing, of the holders of all Notes of all series at the time outstanding (and not without such written consents), the Notes of such series may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Notes of such Series and (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes of any series, or the rights of any individual holder of Notes, required with respect to any declaration of Notes to be due and payable or with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of any Note. Without limiting the generality of the foregoing, no negotiations or discussions in which any holder of any Note may engage regarding any possible amendments, consents or waivers with respect to this Agreement or the Notes shall constitute a waiver of any Default or Event of Default, any term of this Agreement or any Note or any rights of any such holder under this Agreement or the Notes. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes . The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to (i) reflect any principal amount not evenly divisible by $100,000 or (ii)

enable the registration of transfer by a holder of its entire holding of Notes; provided, however, that no such minimum denomination shall apply to Notes issued upon transfer by any holder of the Notes to any other entity or group of Affiliates with respect to which the Notes so issued or transferred shall be managed by a single entity. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder’s attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder’s unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

11E. Persons Deemed Owners; Participations . Prior to due presentment for registration of transfer, the Company may treat the Person in whose name any Note is registered as the owner and holder of such Note for the purpose of receiving payment of principal of, interest on and any Yield-Maintenance Amount payable with respect to such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to the preceding sentence, the holder of any Note may from time to time grant participations in all or any part of such Note to any Person on such terms and conditions as may be determined by such holder in its sole and absolute discretion.

11F. Survival of Representations and Warranties; Entire Agreement . All representations and warranties contained herein or made in writing by or on behalf of the Company in connection herewith shall survive the execution and delivery of this Agreement and the Notes, the transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Transferee, regardless of any investigation made at any time by or on behalf of any Purchaser or any Transferee. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers and the Company with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter.

11G. Successors and Assigns . All covenants and other agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective

successors and assigns of the parties hereto (including, without limitation, any Transferee) whether so expressed or not.

11H. Independence of Covenants . All covenants hereunder shall be given independent effect so that if a particular action or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance within the limitations of, another covenant shall not (i) avoid the occurrence of a Default or Event of Default if such action is taken or such condition exists or (ii) in any way prejudice an attempt by the holder of any Note to prohibit through equitable action or otherwise the taking of any action by the Company or any Subsidiary which would result in a Default or Event of Default.

11I. Notices . All written communications provided for hereunder (other than communications provided for under paragraph 2) shall be sent by first class mail or nationwide overnight delivery service (with charges prepaid) and (i) if to any Purchaser, addressed to such Purchaser at the address specified for such communications in Schedule A attached hereto or at such other address as such Purchaser shall have specified to the Company in writing, (ii) if to any other holder of any Note, addressed to such other holder at such address as such other holder shall have specified to the Company in writing or, if any such holder shall not have so specified an address to the Company, then addressed to such holder in care of the last holder of such Note which shall have so specified an address to the Company and (iii) if to the Company, addressed to it at Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145, Attention: Chief Financial Officer or at such other address as the Company shall have specified to the holder of each Note in writing, provided, however, that any such communication to the Company may also, at the option of the Person sending such communication, be delivered by any other means either to the Company at its address specified above.

11J. Payments Due on Non-Business Days . Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of, interest on, or Yield-Maintenance Amount payable with respect to, any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.

11K. Satisfaction Requirement . If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser, to any holder of Notes or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser, such holder or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

11L. GOVERNING LAW . THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AGREEMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).

11M. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL . ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE NOTES MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN NEW YORK COUNTY, OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 11I, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE NOTES BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE NOTES. THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY.

11N. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11O. Descriptive Headings; Advice of Counsel; Interpretation; Time of the Essence . The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Each party to this Agreement represents to the other parties to this Agreement that such party has been represented by counsel

in connection with this Agreement and the Notes, that such party has discussed this Agreement and the Notes with its counsel and that any and all issues with respect to this Agreement and the Notes have been resolved as set forth herein and therein. No provision of this Agreement or the Notes shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, drafted or dictated such provision. Time is of the essence in the performance of this Agreement and the Notes.

11P. Counterparts; Facsimile or Electronic Signatures . This Agreement may be executed in any number of counterparts (or counterpart signature pages), each of which counterparts shall be an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

11Q. Independent Investigation . Each Purchaser represents to and agrees with each other Purchaser that it has made its own independent investigation of the condition (financial and otherwise), prospects and affairs of the Company and its Subsidiaries in connection with its purchase of the Notes hereunder and has made and shall continue to make its own appraisal of the creditworthiness of the Company. No holder of Notes shall have any duties or responsibility to any other holder of Notes, either initially or on a continuing basis, to make any such investigation or appraisal or to provide any credit or other information with respect thereto. No holder of Notes is acting as agent or in any other fiduciary capacity on behalf of any other holder of Notes.

11R. Directly or Indirectly . Where any provision in this Agreement refers to actions to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company.


Very truly yours,

NORDSON CORPORATION

By:
Name:		Gregory A. Thaxton
Title:		Senior Vice President, Chief Financial Officer

S-1

The foregoing Agreement is

hereby accepted as of the

date first above written.

AVIVA LIFE AND ANNUITY COMPANY

ROYAL NEIGHBORS OF AMERICA

By: Aviva Investors North America, Inc., Its authorized attorney-in-fact


By:
Name:		Roger D. Fors
Title:		VP-Private Fixed Income

S-2

JACKSON NATIONAL LIFE INSURANCE COMPANY

By: PPM America, Inc., as attorney in fact,

on behalf of Jackson National Life Insurance Company

Title:

JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK

By: PPM America, Inc., as attorney in fact,

on behalf of Jackson National Life Insurance Company of New York

Title:

S-3

AMERIPRISE CERTIFICATE COMPANY


By
		Name:
		Title:

RIVERSOURCE LIFE INSURANCE CO. OF NEW YORK


By
		Name:
		Title:

S-4

MONY LIFE INSURANCE COMPANY


By:
Name:
Title:

AXA EQUITABLE LIFE INSURANCE COMPANY


By:
Name:
Title:

HORIZON BLUE CROSS BLUE SHIELD OF NEW JERSEY


By:
Name:
Title:

S-5

THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY


By:
Name:
Title:


By:
Name:
Title:

COLUMBUS LIFE INSURANCE COMPANY


By:
Name:
Title:


By:
Name:
Title:

THE LAFAYETTE LIFE INSURANCE COMPANY


By:
Name:
Title:


By:
Name:
Title:

S-6

INTEGRITY LIFE INSURANCE COMPANY


By:
Name:
Title:


By:
Name:
Title:

INTEGRITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT GPO


By:
Name:
Title:


By:
Name:
Title:

NATIONAL INTEGRITY LIFE INSURANCE COMPANY


By:
Name:
Title:


By:
Name:
Title:

S-7

NATIONAL INTEGRITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT GPO


By:
Name:
Title:


By:
Name:
Title:

KENTUCKY FARM BUREAU MUTUAL INSURANCE COMPANY


By
Name:		Maureen Williams
Title:		Director, Treasury Management

S-8

MODERN WOODMEN OF AMERICA


By:
Name:
Title:

S-9

PROTECTIVE LIFE INSURANCE COMPANY (PLI)


By:
Name:
Title:

S-10

UNITED OF OMAHA LIFE INSURANCE COMPANY


By:
Name:
Title:

COMPANION LIFE INSURANCE COMPANY


By:
Name:
Title:

S-11

WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY


By:
Name:
Title:


By:
Name:
Title:

S-12

SCHEDULE A

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
AVIVA LIFE AND ANNUITY COMPANY	Series 2012-A	Series 2012-B

	$20,000,000	$19,000,000

	Series 2012-C	Series 2012-D

	$10,000,000

Registered in the name of : HARE & CO.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York

New York, NY

ABA #021000018

Credit A/C# GLA111566

A/C Name: Institutional Custody Insurance Division

Custody Account Name: Aviva Life and Annuity Co-Annuity

Custody Account Number: 010048

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

(2) Address for all notices relating to payments:

PREFERRED REMITTANCE: privateplacements@avivainvestors.com

Aviva Life and Annuity Company

c/o Aviva Investors North America, Inc.

Attn: Private Fixed Income Dept.

215 10 ^th Street, Suite 1000

Des Moines, IA 50309

(3) All other communications and notices:

PREFERRED REMITTANCE: privateplacements@avivainvestors.com

Aviva Life and Annuity Company

c/o Aviva Investors North America, Inc.

Attn: Private Fixed Income Dept.

215 10 ^th Street, Suite 1000

Des Moines, IA 50309

(4) Address for delivery of Notes:

The Bank of New York

One Wall Street, 3 ^rd Floor

Window A

New York, NY 10286

FAO: Aviva Life and Annuity Co-Annuity, A/C #010048

(5) Taxpayer I.D. Number: 42-0175020 (Aviva Life and Annuity Company)

13-6062916 (Hare & Co.)

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
ROYAL NEIGHBORS OF AMERICA	Series 2012-A	Series 2012-B

		$1,000,000

	Series 2012-C	Series 2012-D

Registered in the name of: ELL & CO

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Federal Funds Wire Transfer

Northern Chgo/Trust

ABA 071000152

Credit wire account 5186041000

F/C 26-73769/Royal Neighbors

(2) Address for all notices relating to payments:

PREFERRED REMITTANCE:

Ell & Co, c/o Northern Trust Co.

PO Box 92395, Chicago, IL 60675

With copy to:

PREFERRED REMITTANCE: privateplacements@avivainvestors.com

Royal Neighbors of America

c/o Aviva Investors North America, Inc.

Attn: Private Fixed Income

215 10 ^th Street, Suite 1000

Des Moines, IA 50309

(3) All other communications and notices:

PREFERRED REMITTANCE: privateplacements@avivainvestors.com

Royal Neighbors of America

c/o Aviva Investors North America, Inc.

Attn: Private Fixed Income

215 10 ^th Street, Suite 1000

Des Moines, IA 50309

(4) Address for delivery of Notes:

Northern Trust Co

Trade Securities Processing, C1N

801 South Canal Street

Chicago, IL 60607

(5) Taxpayer I.D. Number: 36-1711198 (Royal Neighbors of America)

36-6412623 (ELL & CO)

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
JACKSON NATIONAL LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	$10,000,000

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York

ABA # 021-000-018

BNF Account #: IOC566

FBO: JNL A/C # 187242

Ref: CUSIP / PPN, Description, and Breakdown (P&I)

(2) Address for all notices relating to payments:

Jackson National Life Insurance Company

C/O The Bank of New York

Attn: P&I Department

P. O. Box 19266

Newark, New Jersey 07195

Phone: (718) 315-3035, Fax: (718) 315-3076

(3) All other communications and notices:

PPM America, Inc.

225 West Wacker Drive, Suite 1200

Chicago, IL 60606-1228

Attn: Private Placements – Elena Unger

Phone: (312) 634-7853, Fax: (312) 634-0054

Email: elena.unger@ppmamerica.com

(4) Address for delivery of Notes:

The Bank of New York

Special Processing – Window A

One Wall Street, 3 ^rd Floor

New York, NY 10286

Ref: JNL – JNL ELI, A/C # 187242

(5) Financial Information should be sent to:

PPM America, Inc.

225 West Wacker Drive, Suite 1200

Chicago, IL 60606-1228

Attn: Private Placements – Elena Unger

Phone: (312) 634-7853, Fax: (312) 634-0054

Email: privatereporting@ppmamerica.com

and to:

Jackson National Life Insurance Company

One Corporate Way

Lansing, MI 48951

Attn: Investment Accounting – Mark Stewart

Phone: (517) 367-3190, Fax: (517) 706-5503

(6) Taxpayer I.D. Number: 38-1659835

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
JACKSON NATIONAL LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	$10,000,000

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York

ABA # 021-000-018

BNF Account #: IOC566

FBO: JNL A/C # 187244

Ref: CUSIP / PPN, Description, and Breakdown (P&I)

(2) Address for all notices relating to payments:

Jackson National Life Insurance Company

C/O The Bank of New York

Attn: P&I Department

P. O. Box 19266

Newark, New Jersey 07195

Phone: (718) 315-3035, Fax: (718) 315-3076

(3) All other communications and notices:

PPM America, Inc.

225 West Wacker Drive, Suite 1200

Chicago, IL 60606-1228

Attn: Private Placements – Curtis Spillers

Phone: (312) 634-7853 Fax: (312) 634-0054

Email: elena.unger@ppmamerica.com

(4) Address for delivery of Notes:

The Bank of New York

Special Processing – Window A

One Wall Street, 3 ^rd Floor

New York, NY 10286

Ref: JNL – JNL MVA, A/C # 187244

(5) Financial information should be sent to:

PPM America, Inc.

225 West Wacker Drive, Suite 1200

Chicago, IL 60606-1228

Attn: Private Placements – Curtis Spillers

Phone: (312) 634-7853, Fax: (312) 634-0054

Email: privatereporting@ppmamerica.com

and to:

Jackson National Life Insurance Company

One Corporate Way

Lansing, MI 48951

Attn: Investment Accounting – Mark Stewart

Phone: (517) 367-3190, Fax: (517) 706-5503

(6) Taxpayer I.D. Number: 38-1659835

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
JACKSON NATIONAL LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	$10,000,000

	Series 2012-C	Series 2012-D

	$12,000,000

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York

ABA # 021-000-018

BNF Account #: IOC566

FBO: JNL A/C # 187241

Ref: CUSIP / PPN, Description, and Breakdown (P&I)

(2) Address for all notices relating to payments:

Jackson National Life Insurance Company

C/O The Bank of New York

Attn: P&I Department

P. O. Box 19266

Newark, New Jersey 07195

Phone: (718) 315-3035, Fax: (718) 315-3076

(3) All other communications and notices:

PPM America, Inc.

225 West Wacker Drive, Suite 1200

Chicago, IL 60606-1228

Attn: Private Placements – Elena Unger

Phone: (312) 634-7853, Fax: (312) 634-0054

Email: elena.unger@ppmamerica.com

(4) Address for delivery of Notes:

The Bank of New York

Special Processing – Window A

One Wall Street, 3 ^rd Floor

New York, NY 10286

Ref: JNL – JNL 241 / Non Insul., A/C # 187241

(5) Financial information should be sent to:

PPM America, Inc.

225 West Wacker Drive, Suite 1200

Chicago, IL 60606-1228

Attn: Private Placements – Elena Unger

Phone: (312) 634-7853, Fax: (312) 634-0054

Email: privatereporting@ppmamerica.com

and to:

Jackson National Life Insurance Company

One Corporate Way

Lansing, MI 48951

Attn: Investment Accounting – Mark Stewart

Phone: (517) 367-3190, Fax: (517) 706-5503

(6) Taxpayer I.D. Number: 38-1659835

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
JACKSON NATIONAL LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

		$5,000,000

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York

ABA # 021-000-018

BNF Account #: IOC566

FBO: JNL A/C # 187243

Ref: CUSIP / PPN, Description, and Breakdown (P&I)

(2) Address for all notices relating to payments:

Jackson National Life Insurance Company

C/O The Bank of New York

Attn: P&I Department

P. O. Box 19266

Newark, New Jersey 07195

Phone: (718) 315-3035, Fax: (718) 315-3076

(3) All other communications and notices:

PPM America, Inc.

225 West Wacker Drive, Suite 1200

Chicago, IL 60606-1228

Attn: Private Placements – Curtis Spillers

Phone: (312) 634-7853, Fax: (312) 634-0054

Email: elena.unger@ppmamerica.com

(4) Address for delivery of Notes:

The Bank of New York

Special Processing – Window A

One Wall Street, 3 ^rd Floor

New York, NY 10286

Ref: JNL – JNL GIC, A/C # 187243

(5) Financial Information should be sent to:

PPM America, Inc.

225 West Wacker Drive, Suite 1200

Chicago, IL 60606-1228

Attn: Private Placements – Elena Unger

Phone: (312) 634-7853, Fax: (312) 634-0054

Email: privatereporting@ppmamerica.com

and to:

Jackson National Life Insurance Company

One Corporate Way

Lansing, MI 48951

Attn: Investment Accounting – Mark Stewart

Phone: (517) 367-3190, Fax: (517) 706-5503

(6) Taxpayer I.D. Number: 38-1659835

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK		Series 2012-A	Series 2012-B

			$3,000,000

		Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York

ABA # 021-000-018

BNF Account #: IOC566

FBO: JNLNY A/C # 187271

Ref: CUSIP / PPN, Description, and Breakdown (P&I)

(2) Address for all notices relating to payments:

Jackson National Life Insurance Company of New York

C/O The Bank of New York

Attn: P&I Department

P. O. Box 19266

Newark, New Jersey 07195

Phone: (718) 315-3035, Fax: (718) 315-3076

(3) All other communications and notices:

PPM America, Inc.

225 West Wacker Drive, Suite 1100

Chicago, IL 60606-1228

Attn: Private Placements – Elena Unger

Phone: (312) 634-7853, Fax: (312) 634-0054

Email: elena.unger@ppmamerica.com

Email: privatereporting@ppmamerica.com

and to:

Jackson National Life Insurance Company of New York

One Corporate Way

Lansing MI 48951

Attn: Investment Accounting – Mark Stewart

Phone: (517) 367-3190, Fax: (517) 706-5503

(4) Address for delivery of Notes:

The Bank of New York

Special Processing – Window A

One Wall Street, 3 ^rd Floor

New York, NY 10286

Ref: JNL – JNLNY Gen. Account, A/C # 187271

(5) Taxpayer I.D. Number: 13-3873709

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
AMERIPRISE CERTIFICATE COMPANY (910)	Series 2012-A	Series 2012-B

	Series 2012-C	Series 2012-D

		$15,000,000

Registered in the name of : Cudd & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:


ABA#:		021000021
Bank:		JPMorgan Chase Bank
Beneficiary #:		9009000127
Beneficiary name:		JPMorgan Chase Bank
For further credit to:		P01162

(2) Address for all notices relating to payments:

Ameriprise Certificate Company

JPMorgan Chase Bank, N.A. Attention:

Jamshid Irshad@JPMorgan.com

Amit K Aswani@JPMorgan.com

Donna Preston@JPMorgan.com

Fonda J Mitchell@JPMorgan.com

Telephone: 469-477-8185

Facsimile: 469-477-1904

A duplicate copy for all unscheduled payments of interest and/or principal to:

Columbia Management Investment Advisers, LLC

Attention: Fixed Income Investment Dept – Private Placements

216 Ameriprise Financial Center

Minneapolis, MN 55474

Telephone: 612-671-2400

Facsimile: 612-671-2180

(3) All other communications and notices:

Columbia Management Investment Advisers, LLC

Attention: Fixed Income Investment Department – Private Placements

216 Ameriprise Financial Center

Minneapolis, MN 55474

Telephone: 612-671-2400

Facsimile: 612-671-2180

(4) Address for delivery of Notes:

JPMorgan Chase

Attention Physical Receiving Area

4 Chase Metrotech Center, 3rd Floor

Brooklyn, NY 11245-0001

Telephone: 718-242-0264 (Frederic Cavanaugh)

Reference: P01162

cc: via email: chris.h.patton@columbiamanagement.com or

facsimile: (612) 47-2670

(5) Taxpayer I.D. Number: 13-6022143 (Cudd & Co.)

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
RIVERSOURCE LIFE INSURANCE CO. OF NEW YORK (902)	Series 2012-A	Series 2012-B

	Series 2012-C	Series 2012-D

		$5,000,000

Registered in the name of : Cudd & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:


ABA#:		021000021
Bank:		JPMorgan Chase Bank
Beneficiary #:		9009000127
Beneficiary name:		JPMorgan Chase Bank
For further credit to:		P01162

(2) Address for all notices relating to payments:

RiverSource Life Insurance Co. of New York

JPMorgan Chase Bank, N.A. Attention:

Jamshid Irshad@JPMorgan.com

Amit K Aswani@JPMorgan.com

Donna Preston@JPMorgan.com

Fonda J Mitchell@JPMorgan.com

Telephone: 469-477-8185

Facsimile: 469-477-1904

A duplicate copy for all unscheduled payments of interest and/or principal to:

Columbia Management Investment Advisers, LLC

Attention: Fixed Income Investment Dept – Private Placements

216 Ameriprise Financial Center

Minneapolis, MN 55474

Telephone: 612-671-2400

Facsimile: 612-671-2180

(3) All other communications and notices:

Columbia Management Investment Advisers, LLC

Attention: Fixed Income Investment Department – Private Placements

216 Ameriprise Financial Center

Minneapolis, MN 55474

Telephone: 612-671-2400

Facsimile: 612-671-2180

(4) Address for delivery of Notes:

JPMorgan Chase

Attention Physical Receiving Area

4 Chase Metrotech Center, 3rd Floor

Brooklyn, NY 11245-0001

Telephone: 718-242-0264 (Frederic Cavanaugh)

Reference: P 01155

cc: via email: chris.h.patton@columbiamanagement.com or

facsimile: (612) 547-2670

(5) Taxpayer I.D. Number: 13-6022143 (Cudd & Co.)

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
MONY LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	$10,000,000.00

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

JP Morgan/Chase

ABA No.: 021-000021

For credit to MONY Closed Block

Account Number: 321-023803

A/C: MONY Closed Block – G 52963

Face Amount of $10,000,000.00

(2) Address for all notices relating to payments:

MONY Life Insurance Company

C/O AllianceBernstein LP

1345 Avenue of the America

37 ^th Floor

New York, New York 10105

Attention: Mike Maher

Telephone #: (212) 823-2873

Fax #: (212) 969-6298

(3) All other communications and notices:

MONY Life Insurance Company

C/O AllianceBernstein LP

1345 Avenue of the Americas, 37th Floor

New York, NY 10105

Attention: Monique Meany

AllianceBernstein LP

Telephone #: (212) 823-2758

(4) Address for delivery of Notes:

MONY Life Insurance Company

c/o AXA/Equitable Life Insurance Company

1290 Avenue of the Americas, 12th Floor

New York, New York 10104

Attention: Neville Hemmings

Law Department

Telephone #: (212) 314-4103

(5) Taxpayer I.D. Number: 13-1632487

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
AXA EQUITABLE LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	$6,000,000.00

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Chase Manhattan Bank, N.A.

Account (s): AXA Equitable Life Insurance Company

4 Chase Metrotech Center

Brooklyn, New York 11245

ABA No.: 021-000021

Bank Account: 037-2-417394

Custody Account: G05476

Face Amount of $6,000,000.00

(2) Address for all notices relating to payments:

AXA Equitable Life Insurance Company

C/O AllianceBernstein LP

1345 Avenue of the America

37 ^th Floor

New York, New York 10105

Attention: Cosmo Valente

Telephone #: (212) 969-6384

(3) All other communications and notices:

AXA Equitable Life Insurance Company

C/O AllianceBernstein LP

1345 Avenue of the Americas, 38th Floor

New York, NY 10105

Attention: Monique Meany

AllianceBernstein LP

Telephone #: (212) 823-2758

(4) Address for delivery of Notes:

AXA Equitable Life Insurance Company

1290 Avenue of the Americas, 12th Floor

New York, New York 10104

Attention: Neville Hemmings

Telephone #: (212) 314-4103

(5) Taxpayer I.D. Number: 13-557-0651

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
HORIZON BLUE CROSS BLUE SHIELD OF NEW JERSEY	Series 2012-A	Series 2012-B

	$2,000,000.00

	Series 2012-C	Series 2012-D

Registered in the name of: CUDD & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

JP Morgan/Chase

ABA No. 021-000021

For credit to the Private Income Processing Group

Account Number: 900-9000-200

Account: Horizon Blue Cross Blue Shield of New Jersey-P60748

Face Amount of $2,000,000.00

(2) Address for all notices relating to payments:

JP Morgan Chase Manhattan Bank

14201 N. Dallas Parkway

13th Floor

Dallas, Texas 75254-2917

Fax: 469-477-1904

Second Copy of Payments and Written Confirmations:

Horizon Blue Cross Blue Shield of New Jersey

c/o AllianceBernstein LP

1345 Avenue of the Americas

New York, NY10105

Attention: Mei Wong / Mike Maher

Phone: 212-969-2112 / 212-823-2873

Fax: 212-969-6298

Third Copy of Payments and Written Confirmations:

Horizon Blue Cross Blue Shield of New Jersey

Three Penn Plaza

PP-15K

Newark, NJ 07105-2200

Attention: Susan McCarthy-Manager Cash & Investments

Phone: 973-466-8568 or 973-466-4375

Fax: 973-466-8461

(3) All other communications and notices:

AllianceBernstein LP

1345 Avenue of the Americas—38th Floor

New York, NY 10105

Attention: Amy Judd

Phone: 212-969-1145

Fax: 212-969-6089

(4) Address for delivery of Notes:

AllianceBernstein LP

1345 Avenue of the Americas

New York, NY 10105

Attention: Angel Salazar/Cosmo Valente

Insurance Operations

Phone: 212-969-2491 or 212-969-6384

(5) Taxpayer I.D. Number: 22-0999690

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	Series 2012-C	Series 2012-D

	$7,000,000

Registered in the name of: Hare & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York Mellon

ABA# 021000018

BNF: IOC566

Attn: PP P&I Department

Ref: Bank # 952621/Cusip 655663D @8

(2) Address for all notices relating to payments:

The Western and Southern Life Insurance Company

400 Broadway, MS 80

Cincinnati, OH 45202-3341

invacctg@wslife.com

(3) All other communications and notices:

Fort Washington Investment Advisors

Suite 1200 - Private Placements

303 Broadway

Cincinnati, OH 45202

Email address:

privateplacements@fortwashington.com

(4) Address for delivery of Notes:

The Bank of New York Mellon

One Wall Street

3rd Floor - Window A

New York, NY 10286

Ref: A/C Number 952621

The Western and Southern Life Insurance Company

Contact: Ada Casiano (212) 635-9121

(5) Taxpayer I.D. Number: 13-6062916

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
COLUMBUS LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	Series 2012-C	Series 2012-D

	$2,000,000

Registered in the name of: Hare & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York Mellon

ABA# 021000018

BNF: IOC566

Attn: PP P&I Department

Ref: Bank # 067067/Cusip 655663D @8

(2) Address for all notices relating to payments:

Columbus Life Insurance Company

400 East Fourth Street, MS 80

Cincinnati, OH 45202-3302

invacctg@wslife.com

(3) All other communications and notices:

Fort Washington Investment Advisors

Suite 1200 - Private Placements

303 Broadway

Cincinnati, OH 45202

Email address:

privateplacements@fortwashington.com

(4) Address for delivery of Notes:

The Bank of New York Mellon

One Wall Street

3rd Floor - Window A

New York, NY 10286

Ref: A/C Number 067067

Columbus Life Insurance Company

Contact: Ada Casiano (212) 635-9121

(5) Taxpayer I.D. Number: 13-6062916

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
THE LAFAYETTE LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	Series 2012-C	Series 2012-D

	$2,000,000

Registered in the name of: Hare & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York Mellon

ABA# 021000018

BNF: IOC566

Attn: PP P&I Department

Ref: Bank # 205724/Cusip 655663D @8

(2) Address for all notices relating to payments:

The Lafayette Life Insurance Company

400 Broadway, MS 80

Cincinnati, OH 45202-3341

invacctg@wslife.com

(3) All other communications and notices:

Fort Washington Investment Advisors

Suite 1200 - Private Placements

303 Broadway

Cincinnati, OH 45202

Email address:

privateplacements@fortwashington.com

(4) Address for delivery of Notes:

The Bank of New York Mellon

One Wall Street

3rd Floor - Window A

New York, NY 10286

Ref: A/C Number 205724

The Lafayette Life Insurance Company

Contact: Ada Casiano (212) 635-9121

(5) Taxpayer I.D. Number: 13-6062916

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
INTEGRITY LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	Series 2012-C	Series 2012-D

	$1,000,000

Registered in the name of: Hare & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York Mellon

ABA# 021000018

BNF: IOC566

Attn: PP P&I Department

Ref: Bank # 952701/Cusip 655663D @8

(2) Address for all notices relating to payments:

Integrity Life Insurance Company

400 Broadway, MS 80

Cincinnati, OH 45202-3341

invacctg@wslife.com

(3) All other communications and notices:

Fort Washington Investment Advisors

Suite 1200 - Private Placements

303 Broadway

Cincinnati, OH 45202

Email address:

privateplacements@fortwashington.com

(4) Address for delivery of Notes:

The Bank of New York Mellon

One Wall Street

3rd Floor - Window A

New York, NY 10286

Ref: A/C Number 952701

Integrity Life Insurance Company

Contact: Ada Casiano (212) 635-9121

(5) Taxpayer I.D. Number: 13-6062916

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
INTEGRITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT GPO	Series 2012-A	Series 2012-B

	Series 2012-C	Series 2012-D

	$1,000,000

Registered in the name of: Hare & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York Mellon

ABA# 021000018

BNF: IOC566

Attn: PP P&I Department

Ref: Bank # 952705/Cusip 655663D @8

(2) Address for all notices relating to payments:

Integrity Life Insurance Company Separate Account

400 Broadway, MS 80

Cincinnati, OH 45202-3341

invacctg@wslife.com

(3) All other communications and notices:

Fort Washington Investment Advisors

Suite 1200 - Private Placements

303 Broadway

Cincinnati, OH 45202

Email address:

privateplacements@fortwashington.com

(4) Address for delivery of Notes:

The Bank of New York Mellon

One Wall Street

3rd Floor - Window A

New York, NY 10286

Ref: A/C Number 952705

Integrity Life Insurance Company Separate Account

Contact: Ada Casiano (212) 635-9121

(5) Taxpayer I.D. Number: 13-6062916

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
NATIONAL INTEGRITY LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

	Series 2012-C	Series 2012-D

	$1,000,000

Registered in the name of: Hare & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York Mellon

ABA# 021000018

BNF: IOC566

Attn: PP P&I Department

Ref: Bank # 952709/Cusip 655663D @8

(2) Address for all notices relating to payments:

National Integrity Life Insurance Company

400 Broadway, Mail Station 80

Cincinnati, OH 45202-3341

invacctg@wslife.com

(3) All other communications and notices:

Fort Washington Investment Advisors

Suite 1200 - Private Placements

303 Broadway

Cincinnati, OH 45202

Email address:

privateplacements@fortwashington.com

(4) Address for delivery of Notes:

The Bank of New York Mellon

One Wall Street

3rd Floor - Window A

New York, NY 10286

Ref: A/C Number 952709

National Integrity Life Insurance Company

Contact: Ada Casiano (212) 635-9121

(5) Taxpayer I.D. Number: 13-6062916

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
NATIONAL INTEGRITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT GPO	Series 2012-A	Series 2012-B

	Series 2012-C	Series 2012-D

	$1,000,000

Registered in the name of: Hare & Co.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Bank of New York Mellon

ABA# 021000018

BNF: IOC566

Attn: PP P&I Department

Ref: Bank # 952713/Cusip 655663D @8

(2) Address for all notices relating to payments:

National Integrity Life Insurance Company Separate Account

400 Broadway, MS 80

Cincinnati, OH 45202-3341

invacctg@wslife.com

(3) All other communications and notices:

Fort Washington Investment Advisors

Suite 1200 - Private Placements

303 Broadway

Cincinnati, OH 45202

Email address:

privateplacements@fortwashington.com

(4) Address for delivery of Notes:

The Bank of New York Mellon

One Wall Street

3rd Floor - Window A

New York, NY 10286

Ref: A/C Number 952713

National Integrity Life Insurance Company Separate Account

Contact: Ada Casiano (212) 635-9121

(5) Taxpayer I.D. Number: 13-6062916

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
KENTUCKY FARM BUREAU MUTUAL INSURANCE COMPANY	Series 2012-A	Series 2012-B

		$3,000,000

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Republic Bank

601 West Market Street

Louisville, KY 40202

ABA# 083001314

A/C # 53396618

Republic Bank IMT

FFC/ KY Farm Bureau Mutual 53443683

(2) Address for all notices relating to payments:

Kentucky Farm Bureau Mutual Insurance Company

Investment Department

9201 Bunsen Parkway

Louisville, KY 40220

Email address: Maureen.Williams@KYFB.com;

Carrie.Schaaf@KYFB.com; Bob.Ethier@KYFB.com

(3) All other communications and notices:

Kentucky Farm Bureau Mutual Insurance Company

Investment Department

9201 Bunsen Parkway

Louisville, KY 40220

Email address: PrivatePlacements@KYFB.com

(4) Address for delivery of Notes:

Kentucky Farm Bureau Mutual Insurance Company

Attn: Maureen Williams

Investment Department

9201 Bunsen Parkway

Louisville, KY 40220

(5) Taxpayer I.D. Number: 61-0392792

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
MODERN WOODMEN OF AMERICA	Series 2012-A	Series 2012-B

		$15,000,000

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

The Northern Trust Company

50 South LaSalle Street

Chicago, IL 60675

ABA No. 071-000-152

Account Name: Modern Woodmen of America

Account No. 84352

(2) Address for all notices relating to payments:

Modern Woodmen of America

Attn: Investment Accounting Department

1701 First Avenue

Rock Island, IL 61201

Fax: (309) 793-5688

(3) All other communications and notices:

Modern Woodmen of America

Attn: Investment Department

1701 First Avenue

Rock Island, IL 61201

investments@modern-woodmen.org

Fax: (309) 793-5574

(4) Address for delivery of Notes:

Modern Woodmen of America

Attn: Aaron Birkland

1701 First Avenue

Rock Island, IL 61201

(5) Taxpayer I.D. Number: 36-1493430

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
PROTECTIVE LIFE INSURANCE COMPANY (PLI)	Series 2012-A	Series 2012-B

		$15,000,000

	Series 2012-C	Series 2012-D

Registered in the name of: HARE & CO.

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

THE BANK OF NEW YORK

ABA #: 021 000 018

BNF: IOC566

ATTN: PP P & I Department

FFC CUSTODY #: 0000294412

CUST. NAME: Protective Life Ins., Co.

REF: Protective Life Ins., Co. /

PPN #: 655663 D*0

(2) Address for all notices relating to payments:

middleoffice@protective.com

Protective Life Insurance Co. ( PLI )

Attn: Investment Department – Jamie Broadhead

2801 Hwy. 280 South

Birmingham, AL 35223

(3) All other communications and notices:

middleoffice@protective.com

Protective Life Insurance Co. ( PLI )

Attn: Investment Department – Jamie Broadhead

2801 Hwy. 280 South

Birmingham, AL 35223

(4) Address for delivery of Notes:

The Bank of New York

One Wall Street, 3rd floor, Window “A”

New York, N.Y. 10286

CUSTODY A/C # 294412

CUST NAME: PROTECTIVE LIFE INSURANCE COMPANY

(5) Taxpayer I.D. Number: 63-0169720

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
COMPANION LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

		$3,000,000

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

JPMorgan Chase Bank

ABA #021000021

Private Income Processing

For credit to:

Companion Life Insurance Company

Account # 900-9000200

a/c: G07903

Cusip/PPN: 655663 D*0

Interest Amount:

Principal Amount:

(2) Address for all notices relating to payments:

JPMorgan Chase Bank

14201 Dallas Parkway – 13 ^th Floor

Dallas, TX 75254-2917

Attn: Income Processing

a/c: G07903

(3) All other communications and notices:

4 - Investment Accounting

Mutual of Omaha Insurance Company

Mutual of Omaha Plaza

Omaha, NE 68175-1011

(4) Address for delivery of Notes:

JPMorgan Chase Bank

4 Chase Metrotech Center, 3 ^rd Floor

Brooklyn, NY 11245-0001

Attention: Physical Receive Department

Account # G07903

(5) Taxpayer I.D. Number: 13-1595128

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
UNITED OF OMAHA LIFE INSURANCE COMPANY	Series 2012-A	Series 2012-B

		$4,000,000

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

JPMorgan Chase Bank

ABA #021000021

Private Income Processing

For credit to:

Companion Life Insurance Company

Account # 900-9000200

a/c: G07097

Cusip/PPN: 655663 D*0

Interest Amount:

Principal Amount:

(2) Address for all notices relating to payments:

JPMorgan Chase Bank

14201 Dallas Parkway – 13 ^th Floor

Dallas, TX 75254-2917

Attn: Income Processing

a/c: G07097

(3) All other communications and notices:

4 - Investment Accounting

Mutual of Omaha Insurance Company

Mutual of Omaha Plaza

Omaha, NE 68175-1011

(4) Address for delivery of Notes:

JPMorgan Chase Bank

4 Chase Metrotech Center, 3 ^rd Floor

Brooklyn, NY 11245-0001

Attention: Physical Receive Department

Account # G07097

(5) Taxpayer I.D. Number: 47-0322111

INFORMATION RELATING TO PURCHASERS


Name of Purchaser	Principal Amount of Series 2012 Notes to be Purchased
WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY	Series 2012-A	Series 2012-B

		$7,000,000

	Series 2012-C	Series 2012-D

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

U.S. Bank, N.A.

1700 Farnam Street

Omaha, Nebraska 68102

ABA # 104000029

For the Account of WOW

Account # 148747770730

(2) Address for all notices relating to payments:

Woodmen of the World Life Insurance Society

Attn: Securities Department

1700 Farnam Street

Omaha, Nebraska 68102

(3) All other communications and notices:

Woodmen of the World Life Insurance Society

Attn: Securities Department

1700 Farnam Street

Omaha, Nebraska 68102

(4) Address for delivery of Notes:

Woodmen of the World Life Insurance Society

Attn: Securities Department

1700 Farnam Street

Omaha, Nebraska 68102

(5) Taxpayer I.D. Number: 47-0339250

EXHIBIT A

[FORM OF SERIES 2012-A NOTE]

NORDSON CORPORATION

3.07% SENIOR NOTE, SERIES 2012-A, DUE JULY 25, 2025

No. A-

PPN

FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION, a corporation organized and existing under the laws of the State of Ohio (herein called the “Company”), hereby promises to pay to , or registered assigns, the principal sum of $[ ] on July 25, 2025, with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance thereof at the rate of 3.07% per annum from the date hereof. Payments of interest shall be made semianually, on January 26 and July 26 in each year, commencing on January 26, 2013, until the principal hereof shall have been paid. Any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and, to the extent permitted by applicable law, any overdue payment of interest, shall be payable semiannually as aforesaid on (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Default Rate. The “Default Rate” shall mean a rate per annum from time to time equal to the lesser of (i) the maximum rate permitted by applicable law, and (ii) the greater of (a) 5.07% or (b) 2.00% over the rate of interest publicly announced by Wells Fargo Bank, National Association, from time to time in New York City as its Prime Rate.

Payments of principal of, interest on and any Yield Maintenance Amount payable with respect to this Note are to be made at the main office of Wells Fargo Bank, National Association, in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a Master Note Purchase Agreement, dated as of July 26, 2012 (herein called the “Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

A-1

The Company agrees to make required prepayments of principal on the dates and in the amounts specified in the Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

The Company and any and all endorsers, guarantors and sureties severally waive grace, demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate, notice of acceleration (except to the extent required in the Agreement), protest and diligence in collecting in connection with this Note, whether now or hereafter required by applicable law.

In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

Capitalized terms used herein which are defined in the Agreement and not otherwise defined herein shall have the meanings as defined in the Agreement.

THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS NOTE TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH THE LAWS OF ANY OTHER JURISDICTION).


NORDSON CORPORATION

By:
		Title:

A-2

Exhibit B

[FORM OF SERIES 2012-B NOTE]

NORDSON CORPORATION

3.13% SENIOR NOTE, SERIES 2012-B, DUE JULY 26, 2024

No. B-

PPN

FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION, a corporation organized and existing under the laws of the State of Ohio (herein called the “Company”), hereby promises to pay to , or registered assigns, the principal sum of $[ ] on July 26, 2024, with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance thereof at the rate of 3.13% per annum from the date hereof. Payments of interest shall be made semianually, on January 26 and July 26 in each year, commencing on January 26, 2013, until the principal hereof shall have been paid. Any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and, to the extent permitted by applicable law, any overdue payment of interest, shall be payable semiannually as aforesaid on (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Default Rate. The “Default Rate” shall mean a rate per annum from time to time equal to the lesser of (i) the maximum rate permitted by applicable law, and (ii) the greater of (a) 5.13% or (b) 2.00% over the rate of interest publicly announced by Wells Fargo Bank, National Association, from time to time in New York City as its Prime Rate.

B-1

In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

Capitalized terms used herein which are defined in the Agreement and not otherwise defined herein shall have the meanings as defined in the Agreement.


NORDSON CORPORATION

By:
		Title:

B-2

Exhibit C

[FORM OF SERIES 2012-C NOTE]

NORDSON CORPORATION

2.62% SENIOR NOTE, SERIES 2012-C, DUE JULY 26, 2021

No. C-

PPN

FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION, a corporation organized and existing under the laws of the State of Ohio (herein called the “Company”), hereby promises to pay to , or registered assigns, the principal sum of $[ ] on July 26, 2021, with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance thereof at the rate of 2.62% per annum from the date hereof. Payments of interest shall be made semianually, on January 26 and July 26 in each year, commencing on January 26, 2013, until the principal hereof shall have been paid. Any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and, to the extent permitted by applicable law, any overdue payment of interest, shall be payable semiannually as aforesaid on (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Default Rate. The “Default Rate” shall mean a rate per annum from time to time equal to the lesser of (i) the maximum rate permitted by applicable law, and (ii) the greater of (a) 4.62% or (b) 2.00% over the rate of interest publicly announced by Wells Fargo Bank, National Association, from time to time in New York City as its Prime Rate.

C-1

In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

Capitalized terms used herein which are defined in the Agreement and not otherwise defined herein shall have the meanings as defined in the Agreement.


NORDSON CORPORATION

By:
		Title:

C-2

[FORM OF SERIES 2012-D NOTE]

NORDSON CORPORATION

2.27% SENIOR NOTE, SERIES 2012-D DUE JULY 26, 2017

No. D-

PPN

FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION, a corporation organized and existing under the laws of the State of Ohio (herein called the “Company”), hereby promises to pay to , or registered assigns, the principal sum of $[ ] on July 26, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance thereof at the rate of 2.27% per annum from the date hereof. Payments of interest shall be made semianually, on January 26 and July 26 in each year, commencing on January 26, 2013, until the principal hereof shall have been paid. Any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and, to the extent permitted by applicable law, any overdue payment of interest, shall be payable semiannually as aforesaid on (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Default Rate. The “Default Rate” shall mean a rate per annum from time to time equal to the lesser of (i) the maximum rate permitted by applicable law, and (ii) the greater of (a) 4.27% or (b) 2.00% over the rate of interest publicly announced by Wells Fargo Bank, National Association, from time to time in New York City as its Prime Rate.

This Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

D-1

In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

Capitalized terms used herein which are defined in the Agreement and not otherwise defined herein shall have the meanings as defined in the Agreement.


NORDSON CORPORATION

By:
		Title:

D-2

EXHIBIT E

NORDSON CORPORATION

28601 Clemens Road

Westlake, Ohio 44145

[ ] SUPPLEMENT TO MASTER NOTE PURCHASE

AGREEMENT DATED AS OF JULY 26, 2012

Dated as of [ ]

TO EACH OF THE PURCHASERS LISTED IN

THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

The undersigned, Nordson Corporation, an Ohio corporation (herein called the “ Company ”), hereby agrees with you as set forth below:

1. Background . The Company entered into a Master Note Purchase Agreement dated as of July 26, 2012 with the purchasers listed in Schedule A thereto [and one or more supplements or amendments thereto] (as heretofore amended and supplemented, the “ Note Purchase Agreement ”) providing for the issuance by the Company of up to $500,000,000 aggregate principal amount of Additional Notes in series. Pursuant to the Note Purchase Agreement, the Company has issued $200,000,0000 aggregate principal amount of Series 2012 Notes [and {insert reference to any other series so issued}]. Capitalized terms used but not defined herein have the meanings ascribed in the Note Purchase Agreement.

2. Authorization of the New Series of Additional Notes . The Company has authorized the issue and sale of [ ] aggregate principal amount of Notes to be designated as its [ %] Senior Notes, Series [ ], due [ ], [ ] (the “ Series [ ] Notes ”). The Series [ ] Notes, together with the Series 2012 Notes [and the Series [ ] Notes] heretofore issued pursuant to the Note Purchase Agreement and each series of Additional Notes that may from time to time hereafter be issued pursuant to the provisions of paragraph 1B of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any such notes issued in substitution therefor pursuant to Section 11D of the Note Purchase Agreement). The Series [ ] Notes shall be substantially in the form set out in Exhibit 1 to this [ ] Supplement, (this “ Supplement ”) with such changes therefrom, if any, as may be approved by you and the other Purchasers and the Company.

3. Sale and Purchase of Series [ ] Notes . Subject to the terms and conditions of this [ ] Supplement and the Note Purchase Agreement, the Company will issue

E-1

and sell to you and each of the other Purchasers named in the attached Schedule A (the “Other Purchasers”), and you and each of the Other Purchasers will purchase from the Company, at the Closing provided for in Section 4 below, Series [ ] Notes in the principal amount specified opposite your respective names in the attached Schedule A at the purchase price of 100% of the principal amount thereof. Your obligation hereunder and the obligations of the Other Purchasers are several and not joint obligations and you shall have no liability to any Person for the performance or non-performance by any Other Purchaser hereunder.

4. Closing . The sale and purchase of the Series [ ] Notes to be purchased by the Purchasers shall occur at the offices of [ ] at 9:00 a.m., [ ] time, at a closing (the “ Closing ”) on [ ], [ ] or on such other Business Day thereafter on or prior to [ ], [ ] as may be agreed upon by the Company and you and the Other Purchasers. At the Closing the Company will deliver to you the Series [ ] Notes to be purchased by you in the form of a single Note (or such greater number of Series [ ] Notes in denominations of at least $500,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number [ ]at [Name and Address of Bank], ABA No. [ ]. If at the Closing the Company fails to tender such Series [ ] Notes to you as provided above in this Section 4, or any of the conditions specified in Section 5 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Supplement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

5. Conditions to Closing . Your obligation to purchase and pay for the Series [ ] Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the conditions set forth in paragraph 3 of the Note Purchase Agreement, as hereafter modified, and to the following additional conditions:

[Set forth any modifications and additional conditions.]

6. Representations and Warranties of the Company . The Company represents and warrants to you that each of the representations and warranties contained in paragraph of the Note Purchase Agreement is true and correct as of the date hereof (unless limited to an earlier date, in which case, as of such earlier date) (i) except that all references to “Purchaser” and “you” therein shall be deemed to refer to you and the Other Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by this Supplement, and all references to “Notes” therein shall be deemed to include the Series [ ] Notes, and (ii) except for changes to such representations and warranties or the Schedules referred to therein that are set forth in the attached Schedule 6.

7. Representations of the Purchasers . You confirm to the Company that the representations and agreements set forth in paragraph 9 of the Note Purchase Agreement are true and correct as to such you.

8. Prepayment of the Series [ ] Notes . [Insert here optional and mandatory prepayment provisions for the Series [ ] Notes, including prepayment premiums, breakage amounts or yield-maintenance amounts, if any.]

E-2

9. Applicability of Note Purchase Agreement . Except as otherwise expressly provided herein (and expressly permitted by the Note Purchase Agreement), all of the provisions of the Note Purchase Agreement are incorporated by reference herein and shall apply to the Series [ ] Notes as if expressly set forth in this Supplement.


Very truly yours,

NORDSON CORPORATION

By:
Name:
Title:

E-3

The foregoing is agreed

to as of the date thereof.

[ADD PURCHASER SIGNATURE BLOCKS]

E-4

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchaser

Principal Amount of

Series [ ] Notes to be Purchased

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, premium, or interest.

For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)	All notices of payments and written confirmations of such wire transfers:

(3)	Original notes delivered to:

(4)	All other communications:

(5)	Tax ID No.

E-5

Schedule 6 to

[ ] Supplement

EXCEPTIONS TO REPRESENTATIONS

AND WARRANTIES

E-6

Exhibit 1 to

Supplement

FORM OF SERIES [ ] NOTE

E-7

EXHIBIT F

[FORM OF OPINION OF COMPANY’S COUNSEL]

[Letterhead of Taft Stettinius & Hollister LLP]

[Date of Closing]

[List Purchasers]

Ladies and Gentlemen:

We have acted as counsel for Nordson Corporation (the “Company”) in connection with the Master Note Purchase Agreement, dated as of July 26, 2012, between the Company and each of the Purchasers listed on Schedule A thereto (the “Note Agreement”), pursuant to which the Company has issued to you today (i) $68,000,000 aggregate principal amount of its 3.07% Senior Notes, Series 2012-A, due July 25, 2025; (ii) $75,000,000 aggregate principal amount of its 3.13% Senior Notes, Series 2012-B, due July 26, 2024; (iii) $37,000,000 aggregate principal amount of its 2.62% Senior Notes, Series 2012-C, due July 26, 2021 and (iv) $20,000,000 aggregate principal amount of its 2.27% Senior Notes, Series 2012-D, due July 26, 2017 (the collectively, “Notes”). All terms used herein that are defined in the Note Agreement have the respective meanings specified in the Note Agreement. This letter is being delivered to you in satisfaction of the condition set forth in paragraph 3C of the Note Agreement and with the understanding that you are purchasing the Notes in reliance on the opinions expressed herein.

In this connection, we have examined such certificates of public officials, certificates of officers of the Company and copies certified to our satisfaction of corporate documents and records of the Company and of other papers, and have made such other investigations, as we have deemed relevant and necessary as a basis for our opinion hereinafter set forth. We have relied upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established; nothing, however, has come to our attention to cause us to believe that any such factual matters are untrue. With respect to the opinion expressed in paragraph 3 below, we have also relied upon the representation made by each of you in paragraph 9A of the Note Agreement.

Based on the foregoing, it is our opinion that:

1. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Ohio. The Company has all requisite corporate power to conduct its business as currently conducted and as currently proposed to be conducted.

F-1

2. The Company has all requisite corporate power to execute, deliver and perform its obligations under the Note Agreement and the Notes. The Note Agreement and the Notes have been duly authorized by all requisite corporate action on the part of the Company and duly executed and delivered by authorized officers of the Company, and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3. It is not necessary in connection with the offering, issuance, sale and delivery of the Notes under the circumstances contemplated by the Note Agreement to register the Notes under the Securities Act or to qualify an indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended.

4. The extension, arranging and obtaining of the credit represented by the Notes do not result in any violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

5. The execution and delivery of the Note Agreement and the Notes, the offering, issuance and sale of the Notes and fulfillment of and compliance with the respective provisions of the Note Agreement and the Notes do not conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company [ or any of its Subsidiaries ] pursuant to, or require any authorization, consent, approval, exemption or other action by or notice to or filing with any court, administrative or governmental body or other Person (other than routine filings after the date hereof with the Securities and Exchange Commission and/or state Blue Sky authorities) pursuant to, the charter or by-laws of the Company [ or any of its Subsidiaries ] , any applicable law (including any securities or Blue Sky law), statute, rule or regulation or (insofar as is known to us after having made due inquiry with respect thereto) any agreement (including, without limitation, any agreement listed in Schedule 8G to the Note Agreement), instrument, order, judgment or decree to which the Company [ or any of its Subsidiaries ] is a party or otherwise subject.

6. The Company is not (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended, (b) a “holding company” of a “public utility company” of an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 2005, or (c) a “public utility” within the meaning of the Federal Power Act, as amended.

7. To our knowledge, there are no actions, suits or proceedings pending or threatened against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries in any court or before any arbitrator of any kind or before or by any governmental authority either (i) with respect to the Note Agreement or the Notes or (ii)

F-2

that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

[Customary assumptions and qualifications]

We acknowledge that the Company has requested that this opinion letter be rendered to each of you and to any Transferee, that this opinion letter is rendered with the intention that each of you and any Transferee may rely on this opinion letter, and that each of you and any Transferee may rely on this opinion letter.

Very truly yours,

F-3

EXHIBIT G

FORM OF COMPLIANCE CERTIFICATE

NORDSON CORPORATION

For Fiscal Quarter ended

THE UNDERSIGNED HEREBY CERTIFIES THAT:

(1) I am the duly elected [CEO/CFO/Treasurer] of NORDSON CORPORATION, an Ohio corporation (“Nordson”);

(2) I am familiar with the terms of that certain Master Note Purchase Agreement, dated as of July 26, 2012, among Nordson and the Purchasers listed on Schedule A thereto (as the same may from time to time be amended, restated or otherwise modified, the “Agreement”, the terms defined therein being used herein as therein defined), and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Nordson and its Subsidiaries during the accounting period covered by the attached financial statements;

(3) The review described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes or constituted a Default or Event of Default, as at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate;

(4) Set forth on Attachment I hereto are calculations of the financial covenants set forth in Section 6A of the Credit Agreement, which calculations show compliance with the terms thereof and a calculation of Consolidated Total Assets.

IN WITNESS WHEREOF, I have signed this certificate the day of , 20[ ].


NORDSON CORPORATION

By:
Name:
Title:

G-1

SCHEDULE 8H

AGREEMENTS RESTRICTING DEBT

1.	Primary Credit Facility

2.	2008 Note Purchase Agreement

3.	2011 Note Purchase Agreement

4.	Bond Purchase Agreement by and among Emanuel County Development Authority as Issuer, the Company as Lessee, and PNC Bank, National Association, as Original Purchaser.

5.	PNC Term Loan Agreement

8G-1

Exhibit 10.1

Execution Version

S TOCK P URCHASE A GREEMENT

D ATED AS OF M AY 18, 2012

B Y AND A MONG

N ORDSON C ORPORATION

(“ B UYER ”)

AND

B ERTRAM G ROWTH C APITAL I, L.P.,

A D ELAWARE LIMITED PARTNERSHIP ,

B ERTRAM G ROWTH C APITAL II, L.P.,

A D ELAWARE LIMITED PARTNERSHIP ,

AND

B ERTRAM G ROWTH C APITAL II-A, L.P.,

A D ELAWARE LIMITED PARTNERSHIP

( COLLECTIVELY , “ S ELLERS ”)

AND

EDI H OLDINGS , I NC ., A D ELAWARE CORPORATION

( THE “ C OMPANY ”)

T ABLE OF C ONTENTS


		Page
ARTICLE 1 BASIC TRANSACTION			1
1.1	Agreement to Purchase and Sell the Shares		1
1.2	Cancellation of Company Options		2

ARTICLE 2 CONSIDERATION AND MANNER OF PAYMENT			2
2.1	Purchase Price		2
2.2	Payment of Purchase Price and Other Closing Payments		3
2.3	Working Capital Purchase Price Adjustment		4

ARTICLE 3 SELLERS’ AND COMPANY REPRESENTATIONS AND WARRANTIES			8
3.1	Capitalization		8
3.2	Authority		8
3.3	Incorporation and Qualification		9
3.4	Subsidiaries		9
3.5	Organizational Documents		9
3.6	No Conflict		10
3.7	Financial Statements; No Undisclosed Liabilities		10
3.8	Inventory, Accounts Receivable and Accounts Payable		11
3.9	Equipment and Real Property		11
3.10	Taxes		12
3.11	Contracts		14
3.12	Litigation		14
3.13	Intellectual Property		15
3.14	Absence of Certain Developments		17
3.15	Insurance Policies		18
3.16	Licenses and Permits; Compliance with Rules		19
3.17	Employee Benefit Plans		19
3.18	Environmental Matters		22
3.19	Salaries		23
3.20	Personnel Agreements, Plans and Arrangements		23
3.21	Warranties		24
3.22	Brokers		24
3.23	Customers and Suppliers		24
3.24	Related Party Transactions		24
3.25	No Other Representations or Warranties; Schedules		25

ARTICLE 4 BUYER’S REPRESENTATIONS AND WARRANTIES			25
4.1	Organization		25
4.2	Authority		25
4.3	No Conflict		26
4.4	Litigation		26
4.5	Investment Intent		26
4.6	Financial Capacity		26


4.7	Brokers	27
4.8	Representations	27

ARTICLE 5 PRE-CLOSING COVENANTS		27
5.1	No Transfer or Inconsistent Action	27
5.2	Conduct of Business in Ordinary Course	27
5.3	Buyer’s Investigation	29
5.4	Advice of Changes	29
5.5	Reasonable Efforts	29
5.6	Termination	29
5.7	Public Announcement	30
5.8	Consents; HSR Approval	30
5.9	Supplements to Disclosure Schedules	31
5.10	280G Covenant	31
5.11	Director and Officer Liability and Indemnification	32

ARTICLE 6 CONDITIONS PRECEDENT TO CLOSING		32
6.1	Conditions to Each Party’s Obligations	32
6.2	Conditions to Obligations of Buyer	32
6.3	Conditions to Obligations of Sellers	33

ARTICLE 7 CLOSING		34
7.1	Time and Place	34
7.2	Deliveries of Sellers	34
7.3	Deliveries of Buyer	35

ARTICLE 8 COVENANTS AFTER CLOSING		36
8.1	Further Conveyances	36
8.2	Indemnification and Remedies	36
8.3	Tax Matters	40
8.4	Employee Benefits	43
8.5	Release by Sellers	43
8.6	Non-Solicitation	45

ARTICLE 9 MISCELLANEOUS		45
9.1	Confidentiality	45
9.2	Notices, Consents, etc.	46
9.3	Amendment and Waiver	47
9.4	Documents	47
9.5	Counterparts	47
9.6	Expenses	47
9.7	Choice of Law	47
9.8	Assignment	48
9.9	Certain Rules of Construction	48
9.10	Entire Agreement	61

L IST OF E XHIBITS


A		Option Termination Agreement

B		Escrow Agreement

L IST OF S CHEDULES


1.2		Option Cancellation Payments

2.1(a)		Closing Indebtedness Amount

2.1(b)		Change-in-Control Payments

2.1(c)		Allocation of Purchase Price Among Sellers

2.2(a)		Post-Closing Indebtedness

2.2(d)		Seller Transaction Expenses Payees

2.3(b)		Example Working Capital Calculation

3.1		Capitalization

3.1(a)		List of Disqualified Persons

3.3		Subsidiaries and Foreign Qualifications

3.6		Transactions Not a Breach

3.7		Financial Statements

3.8(a)		Inventory

3.8(b)		Accounts Receivable

3.9(a)		Personal Property Leases

3.9(b)		Leased Real Property

3.9(e)		Real Estate Options

3.10(a)		Taxes

3.10(b)		Tax Audits

3.10(c)		Jurisdiction of Filed Tax Returns

3.11		Material Contracts

3.12		Litigation

3.13(c)		Intellectual Property Licenses

3.13(e)		List of Patents, Marks and Copyrights

3.13(f)		Intellectual Property Contracts

3.13(h)		Intellectual Property Claims Against Company


3.13(i)		Intellectual Property Claims By Company

3.13(m)		Software

3.14		Absence of Certain Developments

3.15		Insurance Policies

3.16		Licenses and Permits

3.17(a)		List of Employee Benefit Plans

3.17(b)		Unwritten Employee Benefit Plans

3.17(c)		Compliance of Employee Benefit Plans

3.17(f)		Multiemployer Plans, Pension Plan or Retiree Welfare Plan

3.17(j)		Termination/Amendment of Employee Benefit Plans

3.17(k)		Employment Agreements

3.17(m)		Foreign Benefit Plans

3.18		Environmental Matters

3.19		Salaries

3.20		Personnel Agreements, Plans and Arrangements

3.21		Warranties

3.22		Brokers Fees

3.23		Customers and Suppliers

3.24		Related Party Transactions

5.2(b)		Conduct of Business in Ordinary Course

6.2(e)		Sellers’ Consents

6.3(d)		Buyer’s Consents

8.2(a)		Covered Matters

S TOCK P URCHASE A GREEMENT

T HIS S TOCK P URCHASE A GREEMENT (this “ Agreement ”) dated effective as of May 18, 2012 (the “ Effective Date ”) by and among Nordson Corporation, an Ohio corporation (“ Buyer ”), and B ERTRAM G ROWTH C APITAL I, L.P. , a Delaware limited partnership (“ BGC I ”), B ERTRAM G ROWTH C APITAL II, L.P. , a Delaware limited partnership (“ BGC II ”), and B ERTRAM G ROWTH C APITAL II-A, L.P. , a Delaware limited partnership (“ BGC II-A ,” and each of BGC I, BGC II and BGC II-A are referred to herein as a “ Seller , ” and collectively, “ Sellers ”), and EDI H OLDINGS , I NC . , a Delaware corporation (the “ Company ”), recites and provides as follows:

R ECITALS

A. Sellers in the aggregate own of record all of the issued and outstanding capital stock of EDI Holdings, Inc., a Delaware corporation (the “ Company ”), and all of the voting power of the outstanding capital stock of the Company. The Company’s outstanding capital stock consists solely of Series A preferred shares (the “ Shares ”).

B. The Company is the record owner of all the issued and outstanding equity of Extrusion Dies Industries, LLC, a Delaware limited liability company (“ EDI LLC ”), which in turn is the record owner of all the issued and outstanding equity of Premier Dies Corporation, a Wisconsin corporation (“ Premier ,” and together with EDI LLC, the “ Domestic Subsidiaries ”), EDI Precision Dies (Shanghai) Co. Ltd., a Chinese company limited (“ EDI China ”), EDI Asia Pacific KK, a Japanese business corporation (“ EDI Japan ”), and EDI GmbH, a German company with limited liability (“ EDI Germany ”). EDI Germany is the record owner of all the issued and outstanding equity of Extrusion Dies Management GmbH, a German company with limited liability (“ Management GmbH ”), and EDI Germany is the sole limited partner and Management GmbH is the sole general partner of EDI GmbH & Co KG, a German limited partnership (“ KG ,” and together with EDI China, EDI Japan, EDI Germany, and Management GmbH, the “ Foreign Subsidiaries ,” and collectively with the Domestic Subsidiaries, the “ Subsidiaries ”).

C. Buyer desires to acquire from Sellers, and Sellers desire to sell to Buyer, the Shares, subject to the terms and conditions set forth herein.

D. Defined terms used herein are defined in the list of definitions contained in Section 9.9(e) and sometimes directly in the text in which they are used.

N OW T HEREFORE , in consideration of the mutual covenants of the parties as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

A RTICLE 1

B ASIC T RANSACTION

1.1 Agreement to Purchase and Sell the Shares . At Closing, Buyer shall purchase from Sellers, and Sellers shall sell, convey, assign, transfer and deliver to Buyer, on the terms and subject to the

conditions contained in this Agreement, the Shares, free and clear of all Liens of any kind or nature. At Closing, Sellers shall deliver to Buyer certificates evidencing the Shares, duly endorsed or with duly endorsed stock powers in favor of Buyer.

1.2 Cancellation of Company Options . Effective as of the Closing, each stock option that is outstanding immediately prior to the Closing (each, a “ Company Option ,” and collectively, the “ Company Options ”) granted under any Company Stock Plan, without regard to the extent then vested and exercisable, shall be terminated and, in consideration of such termination, Buyer shall, or shall cause the Company to, at Closing, pay to each holder of Company Options, an amount in respect thereof equal to the amount specified next to each holder’s name on Schedule 1.2 , which Schedule may be updated from time to time by Sellers no later than two (2) Business Days prior to Closing, such specified amounts to be gross of all Taxes that are owed by the Company or the holder (the “ Option Cancellation Payments ”), and the payments actually made by the Company to each holder shall be net of the Company’s portion of all employment, FICA and related Taxes as well as any required withholdings that the Company is required to make with respect to the holder. No Option Cancellation Payment shall be made to any holder pursuant to this Section 1.2 unless the holder executes, delivers and continues to comply with an Option Termination Agreement substantially in the form attached as Exhibit A (an “ Option Termination Agreement ”). As of the Closing, all Company Options shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto other than the right to receive the cash payment, if any, contemplated by this Section 1.2 .

A RTICLE 2

C ONSIDERATION AND M ANNER OF P AYMENT

2.1 Purchase Price . The aggregate purchase price for the Shares (the “ Purchase Price ”) is an amount equal to (i) $200,000,000, (ii) minus the amount set forth on Schedule 2.1(a) , which may be updated from time to time by Sellers prior to Closing (the “ Closing Indebtedness Amount ”), (iii) minus the amount of the Option Cancellation Payments, (iv) minus the amount set forth on Schedule 2.1(b) , which may be updated from time to time by Sellers prior to Closing (the “ Change-in-Control Payments ”), (v) minus the aggregate amount of the Seller Transaction Expenses (the “ Seller Transaction Expenses Amount ”), (vi) plus an amount equal to the positive Estimated Adjustment or minus an amount equal to the negative Estimated Adjustment, as the case may be, (vii) plus an amount equal to the value of the outstanding German letters of credit as of Closing identified as Item 2 on Schedule 2.2(a) , which schedule may be updated from time to time by Sellers prior to Closing, and (viii) plus an amount of Cash to remain with the Company at the Closing, which amount shall be mutually agreed between Buyer and Sellers taking into account the Company’s historical cash needs for normal operations. The Purchase Price shall be subject to adjustment post-Closing as set forth in Section 2.3 . The Purchase Price shall be allocated between Sellers as set forth on Schedule 2.1(c) (the relative allocation among the Sellers being their respective “ Allocable Percentage ”), which may be updated from time to time by Sellers prior to Closing. For purposes of the foregoing clause (vii), such amount shall be equal to the United States dollar equivalent (using the Exchange Rate) of the Euro balances

contained in the Subsidiaries’ bank accounts supporting such letters of credit (assuming for this purpose that such accounts continue to maintain balances in accordance with the requirements of such letters of credit).

2.2 Payment of Purchase Price and Other Closing Payments .

(a) Taking into account the Closing payments to be made by Buyer pursuant to Section 2.2(b) , the Company shall be transferred free of Indebtedness and Cash at Closing except as otherwise specified herein, and all Indebtedness shall be repaid at or prior to Closing with the exception of Indebtedness listed on Schedule 2.2(a) , which shall remain outstanding and continue as an obligation of the Company or its Subsidiaries. With respect to the letters of credit set forth in Item 1 on Schedule 2.2(a) , Buyer shall, at the Closing, either (i) provide cash collateral to the issuer of such letters of credit in support of such letters of credit or (ii) arrange for a new letter(s) of credit to support such letters, in either case, in order to permit the Company’s credit facility with Bank of Montreal to be terminated as of the Closing.

(b) Buyer shall deposit with KeyBank, N.A., as escrow agent (the “ Escrow Agent ”), pursuant to an Escrow Agreement by and among Buyer, Sellers, the Escrow Agent and the Persons receiving Option Cancellation Payments substantially in the form attached hereto as Exhibit B (the “ Escrow Agreement ”), (i) an amount equal to $5,000,000 (the “ General Escrow Amount ”) as a source for the payment and discharge of any indemnification obligations owed to any Buyer Indemnified Party as set forth herein, and (ii) an amount equal to $500,000 (the “ Working Capital Escrow Amount ”) as a source for the payment and discharge of any adjustments to the Purchase Price payable to Buyer pursuant to Section 2.3(f) , to be disbursed as and to the extent provided in the Escrow Agreement. The General Escrow Amount and the Working Capital Escrow Amount shall include the amounts withheld from the Option Cancellation Payments pursuant to the Option Termination Agreements (the “ Option Holder Escrow Funds ”).

(c) Buyer shall pay to Sellers at Closing an amount equal to the Purchase Price less an amount equal to the difference between (i) the sum of the General Escrow Amount plus the Working Capital Escrow Amount, and (ii) the Option Holder Escrow Funds, by wire transfer of immediately available funds to an account designated by each Seller.

(d) At Closing, Buyer shall cause the Company to pay to (i) each Person identified on Schedule 1.2 who has signed, delivered to the Company and is in compliance with an Option Termination Agreement the amount specified next to such Person’s name therein by check or wire transfer of immediately available funds, less all Taxes required to be deducted and withheld by the Company with respect to amounts payable under the Option Termination Agreements and less the applicable Option Holder Escrow Funds; (ii) the Closing Indebtedness Amount to the Persons designated on Schedule 2.1(a) ; (iii) the Change-in-Control Payments to the Persons designated on Schedule 2.1(b) , less all Taxes required to be deducted and withheld by the Company with respect to amounts payable thereunder; and (iv) the Seller Transaction Expenses Amount to the Persons designated on Schedule 2.2(d) , which Persons may be updated from time to time by Sellers prior to Closing. None of the foregoing payments shall be deemed to be consideration to Sellers for the Shares.

2.3 Working Capital Purchase Price Adjustment . The Purchase Price shall be subject to adjustment as follows:

(a) Working Capital Collar Amounts . If the Operating Working Capital as of the Closing Date (as determined in the final Closing Statement, as defined below) (the “ Closing Operating Working Capital ”) is greater than $3,616,000 (the “ Upper Collar Amount ”), the Purchase Price will be increased by an amount equal to (i) the amount of the Closing Operating Working Capital, less (ii) the Upper Collar Amount (the “ Purchase Price Increase Amount ”). If the Closing Operating Working Capital is less than $3,272,000 (the “ Lower Collar Amount ”), the Purchase Price will be decreased by an amount equal to (i) the Lower Collar Amount, less (ii) the Closing Operating Working Capital (the “ Purchase Price Decrease Amount ”). If the Closing Operating Working Capital is between the Upper Collar Amount and the Lower Collar Amount (the “ Working Capital Collar ”), then there shall be no Purchase Price adjustment.

(b) Calculation of Estimated Closing Operating Working Capital . At least two (2) Business Days prior to the Closing Date, Sellers will deliver to Buyer an estimate of the Closing Operating Working Capital (the “ Estimated Closing Operating Working Capital ”). The Estimated Closing Operating Working Capital shall be accompanied by reasonable supporting documentation, and shall be prepared in a manner consistent with the example working capital calculation attached hereto as Schedule 2.3(b) (the “ Example Working Capital Calculation ”) and the line items, adjustments, accounting principles and practices referred to therein. Buyer shall have the right to review the Estimated Closing Operating Working Capital and such supporting documentation or data of the Company and its Subsidiaries as Buyer may reasonably request. If Buyer does not agree with the Estimated Closing Operating Working Capital, Sellers and Buyer shall negotiate in good faith to mutually agree on an acceptable Estimated Closing Operating Working Capital, and Sellers shall consider in good faith any proposed comments or changes that Buyer may reasonably suggest; provided, however , that the failure to include in the Estimated Closing Operating Working Capital any changes proposed by Buyer, or the acceptance by Buyer of the Estimated Closing Operating Working Capital, or the consummation of the Closing, shall not limit or otherwise affect Buyer’s remedies under this Agreement, including Buyer’s right to include such changes or other changes in the Closing Statement (as hereinafter defined), or constitute an acknowledgment by Buyer of the accuracy of the Estimated Closing Operating Working Capital; provided, further , that the failure of Buyer and Sellers to reach such mutual agreement shall not give any party the right to terminate this Agreement or otherwise fail to close the transactions contemplated hereunder. The Estimated Closing Operating Working Capital as agreed to by Sellers and Buyer or, if Sellers and Buyer fail to reach agreement, as delivered by Sellers, shall be the figure used for purposes of determining the Estimated Adjustment (as defined below).

(c) Estimated Adjustment at Closing . At Closing, but subject to final adjustment post-Closing pursuant to Section 2.3(f) , the Purchase Price shall be increased by the amount, if any, that the Estimated Closing Operating Working Capital exceeds the Upper Collar Amount, or decreased by the amount, if any, that the Lower Collar Amount exceeds the Estimated Closing Operating Working Capital (any such difference, the “ Estimated Adjustment ”). If the Estimated Closing Operating Working Capital is within the Working Capital Collar, no Estimated Adjustment to the Purchase Price shall be made.

(d) Preparation of Closing Statement . As promptly as possible, but in any event within sixty (60) days after the Closing Date, Buyer will deliver to Sellers its calculation of the Closing Operating Working Capital (the “ Closing Statement ”). The Closing Statement shall be accompanied by reasonable supporting documentation and shall be prepared in a manner consistent with the Example Working Capital Calculation and the line items, adjustments, accounting principles and practices referred to therein.

(e) Review of Closing Statement . Buyer will, and will cause the Company and its Subsidiaries to, (i) provide Sellers and their respective representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Company and its Subsidiaries responsible for the preparation of the Closing Statement for purposes of their review of the Closing Statement, and (ii) cooperate in all reasonable respects with Sellers and their respective representatives in connection with such review, including providing on a timely basis all other information necessary in connection with the review of the Closing Statement as is reasonably requested by Sellers or their respective representatives. If Sellers have any objections to the Closing Statement, Sellers will deliver to Buyer a statement setting forth their objections thereto (an “ Objections Statement ”), which statement will identify in reasonable detail those items and amounts to which Sellers object (the “ Disputed Items ”). If an Objections Statement is not delivered to Buyer within sixty (60) days after delivery of the Closing Statement, the Closing Statement as prepared by Buyer will be final, binding and non-appealable by the parties; provided that, in the event Buyer, the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by the Sellers or any of their authorized representatives within five (5) days of request therefor (or such shorter period as may remain in such 60-day period), such 60-day period will be extended by one (1) day for each additional day required for Buyer, the Company or one of its Subsidiaries to fully respond to such request. Sellers and Buyer will negotiate in good faith to resolve the Disputed Items, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement to Buyer, Sellers or Buyer may submit, within ten (10) days after the expiration of the 30-day period and with a copy of such submission to the other party, any unresolved Disputed Items to KPMG LLP (the “ Accounting Firm ”). In the event the parties submit any unresolved Disputed Items to the Accounting Firm, each party will submit a Closing Statement (which in the case of each party may be a Closing Statement that, with respect to the unresolved Disputed Items (but not, for the avoidance of doubt, with respect to any other items), is different than the Closing Statement initially submitted to Sellers, or the Objections Statement delivered to Buyer, as applicable) together with such supporting documentation as it deems appropriate, to the Accounting Firm, with a copy to the other party, within thirty (30) days after the date on which such unresolved Disputed Items were submitted to the Accounting Firm for resolution. Sellers and Buyer will each be entitled to meet with the Accounting Firm and will use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any event within thirty (30) days after the date on which the Accounting Firm receives the Closing Statements prepared by Sellers and Buyer. The Accounting Firm shall review only the unresolved Disputed Items and will resolve such items by issuing a written ruling, which shall include a revised balance sheet consistent with the principles stated in Section 2.3(d) and setting forth the Accounting Firm’s calculation of Closing Operating

Working Capital (provided that the Accounting Firm’s resolution of each unresolved Disputed Item shall consist of the determination of an appropriate value for each such item, which value shall be equal to one of, or between, the values proposed in the Closing Statement submitted by Buyer to the Accounting Firm and in the Closing Statement submitted by Sellers to the Accounting Firm). Sellers and Buyer will use their respective commercially reasonable efforts to cause the Accounting Firm to notify them in writing of its resolution of such dispute as soon as practicable. The Closing Statement rendered by the Accounting Firm will be final, binding and non-appealable by the parties. Each party will bear its own costs and expenses in connection with the resolution of such dispute by the Accounting Firm. Buyer shall bear a portion of the costs and expenses of the Accounting Firm determined by multiplying the total such costs and expenses by a fraction, the numerator of which is equal to the aggregate dollar amount of the unresolved Disputed Items submitted to the Accounting Firm that are resolved by the Accounting Firm in Sellers’ favor, and the denominator of which is the aggregate dollar amount of such unresolved Disputed Items. Sellers shall bear the balance of such costs and expenses.

(f) Final Purchase Price Adjustments Based on Closing Statement . Within ten (10) Business Days of the date that the Closing Statement is declared final pursuant to Section 2.3(e) (the “ Closing Statement Date ”), the following adjustments (if any) to the Purchase Price shall be made:

(i) In the event that the Closing Operating Working Capital determined in the Closing Statement results in a Purchase Price increase pursuant to Section 2.3(a) , then:

(A) if there was a positive Estimated Adjustment at Closing by way of an increase in the Purchase Price, and the Purchase Price Increase Amount exceeds such positive Estimated Adjustment, then the Buyer shall pay to the Sellers an amount equal to the difference between the Purchase Price Increase Amount and such positive Estimated Adjustment; or

(B) if there was a positive Estimated Adjustment at Closing by way of an increase in the Purchase Price, but such positive Estimated Adjustment exceeds the Purchase Price Increase Amount, the Sellers shall pay the Buyer an amount equal to the difference between such positive Estimated Adjustment and the Purchase Price Increase Amount; or

(C) if there was no Estimated Adjustment at Closing, the Buyer shall pay to the Sellers an amount equal to the Purchase Price Increase Amount; or

(D) if there was a negative Estimated Adjustment at Closing by way of a decrease in the Purchase Price, the Buyer shall pay to the Sellers an amount equal to the Purchase Price Increase Amount, plus the absolute value of such negative Estimated Adjustment.

(ii) In the event that the Closing Operating Working Capital determined in the Closing Statement results in a Purchase Price decrease pursuant to Section 2.3(a) , then:

(A) if there was a negative Estimated Adjustment at Closing by way of a decrease in the Purchase Price, and the absolute value of the Purchase Price Decrease Amount exceeds the absolute value of such negative Estimated Adjustment, the Sellers shall pay the

Buyer an amount equal to the difference between the absolute value of the Purchase Price Decrease Amount and the absolute value of such negative Estimated Adjustment; or

(B) if there was a negative Estimated Adjustment at Closing by way of a decrease in the Purchase Price, but the absolute value of such negative Estimated Adjustment exceeds the absolute value of the Purchase Price Decrease Amount, the Buyer shall pay the Sellers an amount equal to the difference between the absolute value of such negative Estimated Adjustment and the absolute value of the Purchase Price Decrease Amount; or

(C) if there was no Estimated Adjustment at Closing, the Sellers shall pay to the Buyer an amount equal to the absolute value of the Purchase Price Decrease Amount; or

(D) if there was a positive Estimated Adjustment at Closing by way of an increase in the Purchase Price, the Sellers shall pay to the Buyer an amount equal to the absolute value of the Purchase Price Decrease Amount, plus the amount of such positive Estimated Adjustment.

(iii) In the event that the Closing Operating Working Capital determined in the Closing Statement results in no adjustment to the Purchase Price pursuant to Section 2.3(a) , then:

(A) if there was a positive Estimated Adjustment at Closing by way of an increase in the Purchase Price, the Sellers shall pay to the Buyer an amount equal to such positive Estimated Adjustment; or

(B) if there was a negative Estimated Adjustment at Closing by way of a decrease in the Purchase Price, the Buyer shall pay the Sellers an amount equal to the absolute value of such negative Estimated Adjustment.

(g) Final Payments . Any final payments required pursuant to Section 2.3(f) , shall be made within ten (10) Business Days of the Closing Statement Date, by wire transfer of immediately available funds; provided, however, that any payment due to Buyer shall first be paid out of the Working Capital Escrow Amount. In the event the Working Capital Escrow Amount is not sufficient to satisfy any amount due to Buyer under Section 2.3(f) , Sellers shall pay the unpaid balance to Buyer by wire transfer of immediately available funds within ten (10) Business Days of the Closing Statement Date. Any such final payments under Section 2.3(f) shall be made either from Buyer to Sellers, or from Sellers to Buyer, as the case may be, in the same proportion as the Purchase Price was made to Sellers. Any amount to be paid pursuant to this Section 2.3 will be treated as an adjustment to the Purchase Price for all purposes. Following final payment, if any, to Buyer of any amount due to Buyer pursuant to Section 2.3(f) from the Working Capital Escrow Amount, Sellers and Buyer shall deliver a joint written instruction to the Escrow Agent instructing it to release the remaining balance of the Working Capital Escrow Amount in accordance with the Escrow Agreement.

A RTICLE 3

S ELLERS ’ A ND C OMPANY R EPRESENTATIONS AND W ARRANTIES

Sellers and the Company represent and warrant to Buyer as follows:

3.1 Capitalization . The authorized capital stock of the Company consists of 80,000,000 shares of common stock, of which none are outstanding, and 60,000,000 shares of Series A preferred stock, of which 49,000,000 are outstanding and comprise the Shares. Sellers own all of the Shares in the amounts set forth on Schedule 3.1 . The issued and outstanding equity interests of each Subsidiary (the “ Subsidiary Shares ”) are set forth on Schedule 3.1 . The Shares and the Subsidiary Shares have been duly authorized, validly issued and are fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. The Shares and the Subsidiary Shares are owned as set forth on Schedule 3.1 in each case free and clear of all Liens. Except as set forth on Schedule 3.1 , there are no outstanding (a) securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of the capital stock of the Company or any Subsidiary; (b) options, warrants, calls, rights or other agreements, to which any Seller, the Company or any Subsidiary is a party, to purchase or subscribe for the capital stock of the Company or any Subsidiary; or (c) contracts, commitments, agreements, understandings or arrangements of any kind, to which any Seller, the Company or any Subsidiary is a party, relating to the issuance of any capital stock of the Company or any Subsidiary or any such convertible or exchangeable securities or any such options, warrants, calls or rights. None of any Seller, the Company or any Subsidiary is a party to any voting trust or other voting agreement with respect to any of the capital stock of the Company or any Subsidiary or to any agreement relating to the issuance, sale, redemption, transfer or other disposition of the capital stock of the Company or any Subsidiary. With respect to each Company Option listed thereon, Schedule 3.1 lists the name of the holder, the grant date, the termination date, the exercise price, and the vesting dates and/or terms. Each such Company Option was granted with an exercise price at least equal to the fair market value of the underlying common stock as of the date of grant. Upon consummation of the transactions contemplated by this Agreement, neither Buyer, the Company nor any Subsidiary will have any obligations in respect of the Company Options, including any obligation to make any cash or non-cash payment in respect of such Company Option, except with respect to payment of the Option Cancellation Amounts as contemplated by this Agreement.

3.2 Authority .

(a) Each Seller has the absolute and unrestricted right, power, authority and capacity to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby. This Agreement has been, and the Transaction Documents to which each Seller is a party will be at or prior to the Closing, duly and validly executed and delivered by such Seller, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the Transaction Documents to which each Seller is a party will constitute at or prior to the Closing, the legal, valid, and binding obligation of such Seller, enforceable against such Seller in accordance with its and their terms.

(b) The Company represents and warrants that it has the absolute and unrestricted right, power, authority and capacity to execute and deliver, and to perform its obligations under the Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby. This Agreement has been, and the Transaction Documents to which the Company is a party will be at or prior to the Closing, duly and validly executed and delivered by the Company, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the Transaction Documents to which the Company is a party will constitute at or prior to the Closing, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its and their terms.

3.3 Incorporation and Qualification . The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Each of the Subsidiaries is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization as set forth on Schedule 3.3 . The Company and each Subsidiary has full power and authority to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease. The Company and each Subsidiary is duly qualified to do business and is in good standing as a foreign corporation in the jurisdictions in which the Company’s or such Subsidiary’s failure to qualify as a foreign corporation has had or would reasonably be expected to have a Material Adverse Effect on the Company or any Subsidiary. Each Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and carry on its business as now conducted.

3.4 Subsidiaries . Other than the Subsidiaries, neither the Company nor any Subsidiary has any subsidiaries or owns, directly or indirectly, any stock, partnership interest, joint venture interest or other equity interest in any other Person. No insolvency proceedings concerning the Foreign Subsidiaries are pending or have been applied for and there are no facts or circumstances requiring the application for any such proceedings.

3.5 Organizational Documents . Complete and correct copies of the Company’s charter and all amendments thereof to date, certified by the applicable state regulatory authority, and the bylaws of the Company, as amended to date, certified by an officer of the Company, have been delivered to Buyer. Complete and correct copies of each Subsidiary’s organizational documents, as amended to date, certified by an appropriate employee or officer of such Subsidiary or the applicable regulatory authority, have been delivered to Buyer. The minute books of the Company and each Subsidiary previously made available to Buyer contain accurate records of all meetings for which written records were maintained. The Company and each Subsidiary has maintained its corporate records consistent with all applicable Rules. The stock certificate books and stock transfer ledgers of the Company and each Subsidiary previously made available to Buyer are complete and correct. Complete and correct copies of (a) the current articles of association of each of EDI Germany and Management GmbH, (b) the current partnership agreement of KG and (c) current commercial register excerpts for each of EDI Germany, Management GmbH and KG have been delivered to Buyer. There are no circumstances requiring registration in the commercial register of EDI Germany, Management GmbH or KG that are not so registered.

3.6 No Conflict . Except as set forth on Schedule 3.6 :

(a) None of the execution and delivery of the Transaction Documents by any Seller or the Company, the performance by any Seller or the Company of the transactions contemplated thereby, nor compliance by any Seller or the Company with any of the provisions thereof, will conflict with, or result in any violation or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or give rise to any obligation of the Company or any of the Subsidiaries to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company or any of the Subsidiaries under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of the Company or any of the Subsidiaries; (ii) any Material Contract, or Permit to which the Company or any of the Subsidiaries is a party or by which any of the properties or assets of the Company or any of the Subsidiaries are bound; (iii) any Order applicable to the Company or any Subsidiary or any of the properties or assets of the Company or any Subsidiary; or (iv) any applicable Rule.

(b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Company or any of the Subsidiaries in connection with (i) the execution and delivery of the Transaction Documents, the compliance by the Company or any of the Subsidiaries with any of the provisions thereof, or the consummation of the transactions contemplated thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Material Contract of the Company or any of the Subsidiaries, except for (A) compliance with the applicable requirements of the HSR Act and (B) any other applicable Antitrust Laws.

3.7 Financial Statements; No Undisclosed Liabilities .

(a) The Company has delivered to Buyer copies of (i) the audited consolidated balance sheets of the Company (other than Premier) as of December 31, 2010 and December 31, 2011 and the related audited consolidated statements of income, cash flows and statements of stockholders’ equity of the Company for the years then ended (the “ Audited Financial Statements ”), (ii) the compiled balance sheet of Premier as of December 31, 2010, and the related statements of income, statements of stockholders’ equity, and cash flows for the fiscal year then ended, together with the notes thereto and the report thereon, and the compiled balance sheet of Premier as of December 31, 2011, and the related statements of income and cash flows of Premier for the twelve-month period then ended (the “ Premier Financial Statements ”), and (iii) the unaudited consolidated balance sheet of the Company as of April 30, 2012, and the related consolidated statements of income and cash flows of the Company for the four month period then ended (the “ Unaudited Financial Statements ”) (such Audited Financial Statements, Premier Financial Statements, and Unaudited Financial Statements, including the related notes and schedules thereto, are referred to herein as the “ Financial Statements ”). Except as set forth in Schedule 3.7 , each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with GAAP consistently applied and presents fairly in all

material respects the consolidated financial position, results of operations and cash flows of the Company, or Premier, as applicable, as of the dates and for the periods indicated therein, subject to normal year-end adjustments and the absence of complete notes in the case of the Unaudited Financial Statements. For the purposes hereof, the audited consolidated balance sheet of the Company as of December 31, 2011 is referred to as the “ Balance Sheet ” and December 31, 2011 is referred to as the “ Balance Sheet Date .”

(b) To the knowledge of Sellers, neither the Company nor any Subsidiary has any Indebtedness or Liabilities of the nature required to be disclosed in a balance sheet prepared in accordance with GAAP other than those (i) specifically reflected on and fully reserved against in the Balance Sheet, (ii) incurred in the Ordinary Course of Business since the Balance Sheet Date or (iii) that are immaterial to the Company and the Subsidiaries.

3.8 Inventory, Accounts Receivable and Accounts Payable .

(a) Inventory . Except as set forth on Schedule 3.8(a) , the Inventory has been acquired and maintained in the Ordinary Course of Business, is new and unused, of good and merchantable quality, consists substantially of the quality and condition usable, leasable or saleable in the Ordinary Course of Business, and is not subject to any write-down or write-off for obsolescence or otherwise under accounting policies and procedures maintained and applied by the Company or any Subsidiary, as applicable, except for adequate provision for same consistent with, but in no event larger than is required by GAAP. Since the Balance Sheet Date, no Inventory has been sold or disposed of except through sales or other disposals in the Ordinary Course of Business.

(b) Accounts Receivable . Except as set forth on Schedule 3.8(b) , all Accounts Receivable have arisen in bona fide, arm’s-length transactions in the Ordinary Course of Business and represent valid obligations for goods or products sold and delivered or services rendered by the Company or any of the Subsidiaries. To Sellers’ knowledge, none of such Accounts Receivable or other debts are or will at the Closing Date be subject to any counter-claim or set off. Since the Balance Sheet Date, all Accounts Receivable have arisen in the Ordinary Course of Business for goods sold and delivered or for services rendered.

(c) Accounts Payable . All of the Accounts Payable have arisen in bona fide, arm’s-length transactions in the Ordinary Course of Business, and the Company and its Subsidiaries, as applicable, have been paying their respective accounts payable in the Ordinary Course of Business.

3.9 Equipment and Real Property .

(a) Schedule 3.9(a) sets forth all leases of personal property (“ Personal Property Leases ”) involving annual payments in excess of $100,000 relating to personal property used in the business of the Company or its Subsidiaries or to which the Company or any Subsidiary is a party or by which the properties or assets of the Company or any Subsidiary are bound. The Company and its Subsidiaries have delivered or otherwise made available to Buyer true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or

supplements thereto. All of the Equipment has been maintained in accordance with normal industry practice and is in good operating condition and repair (reasonable wear and tear excepted). Except as set forth on Schedule 3.9(a) , the Company or its Subsidiaries, as applicable, have good, valid, and marketable title to all of the Equipment, and all Equipment is owned free and clear of all Liens other than Permitted Liens, or such Liens that will be released or caused to be released on or before the Closing Date.

(b) Neither the Company nor any of the Subsidiaries own any real estate. Schedule 3.9(b) sets forth a true and complete list of all leases (“ Leases ”) for any real property leased by the Company or any Subsidiary (“ Leased Real Property ”). The Company has delivered to Buyer a true and complete copy of each such Lease. Except as set forth in Schedule 3.9(b) , with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or right of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies; (ii) the Company, the Subsidiaries, and to the knowledge of Sellers such other party to the Lease, are not in breach or default under such Lease; and (iii) neither the Company nor any of its Subsidiaries currently subleases, licenses or otherwise grants any Person the right to use or occupy such Leased Real Property or any portion thereof.

(c) There does not exist any actual or, to the knowledge of Sellers, threatened condemnation or eminent domain proceedings that affect the Leased Real Property or any part thereof, and neither the Company nor any Subsidiary has received any written notice of the intention of any Governmental Body or other Person to take or use all or any part thereof.

(d) None of the Sellers, the Company or any Subsidiary has received any written notice from any insurance company that has issued a policy with respect to the Leased Real Property requiring performance of any structural or other repairs or alterations to the Leased Real Property.

(e) Except as set forth in Schedule 3.9(e) , neither the Company nor any Subsidiary owns or holds, and is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein.

3.10 Taxes .

(a) Except as set forth on Schedule 3.10(a) , (i) all material Taxes due and payable (whether or not shown as due and payable on any Tax Return) by the Company and each of the Subsidiaries prior to the Closing Date have been timely paid in full; (ii) all material Tax Returns required to be timely filed by the Company and each of the Subsidiaries with respect to the operation of their respective businesses with due dates (including extensions) prior to the Closing Date have been or will be filed on or before the Closing Date in accordance with all applicable laws; (iii) all such Tax Returns are correct and complete; (iv) the assets of the Company and the Subsidiaries are not and will not be encumbered by any Liens arising out of unpaid Taxes which are due and payable during any taxable period ending before or on and including the Closing Date; and (v) all Taxes that the Company or any Subsidiary was required by law to withhold or collect have

been duly withheld or collected and, to the extent required, have been properly and timely paid to the appropriate Governmental Body.

(b) The Company and the Subsidiaries have delivered or made available to Buyer (i) complete and correct copies of all material Tax Returns of the Company and each of the Subsidiaries relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired and (ii) complete and correct copies of all revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, and any similar documents submitted by, received by, or agreed to by or on behalf of the Company or any Subsidiary relating to Taxes for all taxable periods for which the statute of limitations has not yet expired. Except as set forth on Schedule 3.10(b) , no examination or audit of any Tax Return of the Company or any Subsidiary by any Governmental Body is currently in progress or, to the knowledge of Sellers, threatened or contemplated and no such examination or audit has occurred during the past five years. Neither the Company nor any Subsidiary has been informed in writing by any jurisdiction that the jurisdiction believes or claims that the Company or any Subsidiary was required to file any Tax Return that was not filed. Except as set forth on Schedule 3.10(b) , neither the Company nor any Subsidiary has (x) waived, nor had waived on its behalf, any statute of limitations with respect to Taxes or agreed to extend the period for assessment or collection of any Taxes, which extension is still in force; (y) requested any extension of time within which to file any Tax Return, which Tax Return has not yet been filed; or (z) executed or filed any power of attorney with respect to Taxes with any Governmental Authority which is still in force.

(c) Schedule 3.10(c) sets forth each jurisdiction (other than United States federal) in which the Company and each Subsidiary files, to Sellers’ knowledge is required to file, or to Sellers’ knowledge has been required to file a Tax Return or is or has been liable for any Taxes on a “nexus” basis since January 1, 2011.

(d) Except as set forth on Schedule 3.10(d) , neither the Company nor any Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or any portion thereof) ending after the Closing Date (i) under Section 481 of the Code (or any similar adjustments under any provision of the Code or the corresponding foreign, state or local Tax laws) by reason of a change in method of accounting in any taxable period ending on or before the Closing Date, (ii) pursuant to the provisions of any closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date, (iii) as a result of any intercompany transactions or any excess loss account described in Section 1.1502-19 of the Treasury Regulations (or any similar adjustments under any provision of the Code or the corresponding foreign, state or local Tax laws), (iv) as a result of the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, (v) as a result of any prepaid amount received on or prior to the Closing Date or (vi) as a result of any election under Section 108(i) of the Code (or any similar adjustments under any provision of the Code or the corresponding foreign, state or local Tax laws) with respect to the discharge of any indebtedness on or prior to the Closing Date.

(e) During the past five years, neither the Company nor any Subsidiary has distributed the stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code.

(f) Neither the Company nor any Subsidiary has engaged or participated in any “reportable transaction” as defined in Section 6707A of the Code or Treasury Regulations Section 1.6011 4(b) or any analogous or predecessor provision of foreign, state or local law. Neither the Company nor any Subsidiary is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement, arrangement or similar contract.

(g) Neither the Company nor any Subsidiary has been a member of an affiliated, consolidated, combined or unitary group or participated in any other arrangement whereby any income, revenues, receipts, gain or loss was determined or taken into account for Tax purposes with reference to or in conjunction with any income, revenues, receipts, gain, loss, asset or liability of any other Person other than a group of which the Company was the parent. Except as set forth on Schedule 3.10(g) , neither the Company nor any Subsidiary has any liability for the Taxes of any Person (other than the Company or such Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar adjustments under any provision of the Code or the corresponding foreign, state or local Tax laws), as a transferee or successor, by contract, or otherwise.

(h) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

3.11 Contracts . Schedule 3.11 sets forth a list of all Material Contracts and Sellers have provided Buyer with true, correct and complete copies of all such Material Contracts together with all amendments, modifications or supplements thereto. Except as set forth on Schedule 3.11 , (i) each of the Material Contracts is in full force and effect and is a valid and binding obligation of the Company or a Subsidiary, as applicable, and, to the knowledge of Sellers, the other party or parties thereto, enforceable against them in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or right of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies; (ii) to the knowledge of Sellers, no other parties thereto have terminated, canceled or substantially modified any Material Contract or given notice of such party’s intention to do so; and (iii) neither the Company, any Subsidiary, nor, to the knowledge of Sellers, any other party thereto is in default under any Material Contract.

3.12 Litigation . Except as set forth on Schedule 3.12 , there is no Legal Proceeding pending or, to the knowledge of Sellers, threatened against the Company or any Subsidiary (or pending or, to the knowledge of Sellers, threatened against any of the officers, directors or key employees of the Company or any Subsidiary with respect to the operation of their respective businesses), or to which the Company or any Subsidiary is otherwise a party (including product liability claims), nor, to the knowledge of Sellers, is there any reasonable basis for any such Legal Proceeding. Neither the Company nor any Subsidiary is subject to any Order. There is no Legal Proceeding pending or, to the knowledge of Sellers,

threatened against any Seller or to which such Seller is otherwise a party relating to the Transaction Documents or the transactions contemplated thereby.

3.13 Intellectual Property .

(a) The Company and the Subsidiaries, as applicable, are the sole and exclusive owners of all right, title and interest in and to all of the Patents, Marks, and Copyrights set forth on Schedule 3.13(e) (the “ Registered IP ”). To the knowledge of Sellers, the Company and the Subsidiaries, as applicable, are the sole and exclusive owners of, or have the right to use, the material Intellectual Property, in addition to the Registered IP, used in connection with the Products offered for sale or sold by the Company or the Subsidiaries in their respective businesses as presently conducted, and such material Intellectual Property is free and clear of all Liens.

(b) To the knowledge of Sellers, the material Intellectual Property owned by the Company or any Subsidiary, and that is used, practiced or otherwise commercially exploited in connection with the manufacturing, licensing, marketing, importation, offer for sale, sale or use of the Products or Technology in connection with the Company’s and Subsidiaries’ respective businesses as presently conducted does not infringe upon, misappropriate, or otherwise violate in any respect any patent, copyright, trade secret or other similar right, of any Person in the United States. The Intellectual Property owned by or licensed to the Company and any Subsidiary includes all of the intellectual property necessary to enable the Company and its Subsidiaries to conduct their respective businesses substantially in the manner in which such businesses are currently being conducted.

(c) Except with respect to licenses of commercial off-the-shelf Software, and except pursuant to the Intellectual Property Licenses listed in Schedule 3.13(c) , neither the Company nor any Subsidiary is required, obligated, or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner, licensor of, or other claimant to any Intellectual Property, or other third party, with respect to the use thereof or in connection with the conduct of the respective businesses of the Company and Subsidiaries as currently conducted.

(d) To the knowledge of Sellers, neither the execution nor delivery of the Transaction Documents, nor the carrying on of the Company’s and the Subsidiaries’ respective businesses, will materially conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a material default under, any material Contract relating to the Intellectual Property under which the Company, any Subsidiary, or any of their respective employees, officers or directors are now obligated.

(e) Schedule 3.13(e) sets forth (i) an accurate and complete list of all Patents, and registrations or pending applications for Marks and Copyrights owned by the Company or any Subsidiary, and (ii) a list of the jurisdictions in which each such item of Intellectual Property has been issued or registered or in which any such application for such issuance and registration has been filed.

(f) Schedule 3.13(f) sets forth a complete and accurate list of all Contracts to which the Company or any Subsidiary is a party (i) granting any Intellectual Property Licenses or (ii) containing a covenant not to compete or otherwise limiting their ability to (A) exploit fully any of the Intellectual Property or (B) conduct their respective businesses in any market or geographical area or with any Person.

(g) The Company and the Subsidiaries have taken adequate security measures to protect the secrecy, confidentiality and value of all the Trade Secrets of the Company and the Subsidiaries and any other confidential information, including invention disclosures, not covered by any Patents owned or Patent applications filed by the Company or any Subsidiary, which measures are reasonable in the industry in which the Company and the Subsidiaries operate.

(h) Except as set forth on Schedule 3.13(h) , as of the date hereof neither the Company nor any Subsidiary is the subject of any pending or, to the knowledge of Sellers, threatened Legal Proceedings which involve a claim of infringement, unauthorized use, or violation by any Person against the Company or any Subsidiary, or challenging the ownership, use, validity or enforceability of, any material Intellectual Property. Neither the Company nor any Subsidiary has received written notice of any such threatened claim. To the knowledge of Sellers, all of the Company’s and each Subsidiary’s rights in and to material Intellectual Property are valid and enforceable.

(i) Except as set forth on Schedule 3.13(i) , to the knowledge of Sellers, no Person is infringing, violating, misusing or misappropriating any material Intellectual Property owned by the Company or any Subsidiary, and no such claims are presently pending against any Person by the Company or any Subsidiary.

(j) There are no Orders to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound which restrict, in any material respect, the rights to use any of the Intellectual Property.

(k) The consummation of the transactions contemplated hereby will not result in the loss or impairment of Buyer’s right to own or use any of the Intellectual Property.

(l) To the knowledge of Sellers, no present or former employee of the Company or any Subsidiary has any right, title, or interest, directly or indirectly, in whole or in part, in any material Intellectual Property. To the knowledge of Sellers, no employee, consultant or independent contractor of the Company or any Subsidiary is, as a result of or in the course of such employee’s, consultant’s or independent contractor’s engagement by the Company or such Subsidiary, in default or breach of any material term purporting to protect the Intellectual Property in any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement. To the extent that any Intellectual Property is based on inventions made by present or former employees of EDI Germany, Management GmbH, KG or any of their legal predecessors, such inventions have been claimed, treated and remunerated in accordance with the German Employee Invention Act.

(m) Schedule 3.13(m) sets forth a complete and accurate list of (i) all Software that is owned exclusively by the Company or any Subsidiary and is material to the operation of the Company’s or Subsidiary’s respective business and (ii) all Software that is used by the Company or any Subsidiary in the operation of its respective business that is not exclusively owned by the Company or Subsidiary, as applicable, excluding Software available on reasonable terms through commercial distributors or in consumer retail stores for a license fee of no more than $25,000 per year.

3.14 Absence of Certain Developments . Except as expressly contemplated by this Agreement or as set forth on Schedule 3.14 , since the Balance Sheet Date (i) the Company and each Subsidiary has conducted its respective business only in the Ordinary Course of Business and (ii) there has not been any event, change, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on the Company or any Subsidiary. Without limiting the generality of the foregoing, except as set forth on Schedule 3.14 , since the Balance Sheet Date:

(a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Company or any Subsidiary having a replacement cost of more than $100,000 for any single loss or $300,000 for all such losses;

(b) except as described on Schedule 3.20 , neither the Company nor any Subsidiary has awarded or paid any bonuses to employees of the Company or any Subsidiary with respect to the fiscal year ended December 31, 2011, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Subsidiary’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives. Sellers reserve the right to award and pay Change-in-Control Payments at or prior to Closing in accordance with this Agreement, provided that any such payments to any individual shall not exceed $100,000 in the aggregate;

(c) there has not been any change by the Company or any Subsidiary in accounting or Tax reporting principles, methods or policies;

(d) neither the Company nor any Subsidiary has made, changed or rescinded any election relating to Taxes, settled or compromised any Tax liability, or except as may be required by applicable law, made any change to any of its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its most recently filed federal income tax return, surrendered any right in respect of Taxes, consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes or amended any Tax Return;

(e) neither the Company nor any Subsidiary has failed to timely pay and discharge current liabilities except where disputed in good faith by appropriate proceedings;

(f) neither the Company nor any Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Seller or any Affiliate of any Seller;

(g) neither the Company nor any Subsidiary has mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business;

(h) neither the Company nor any Subsidiary has canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company or any Subsidiary taken as a whole;

(i) neither the Company nor any Subsidiary has made or committed to make any capital expenditures or capital additions or betterments in excess of $200,000 individually or $500,000 in the aggregate, which amounts are not otherwise a part of the current annual operating plan furnished to Buyer;

(j) neither the Company nor any Subsidiary has issued, created, incurred, assumed or guaranteed any indebtedness in an amount in excess of $500,000 except for Accounts Payable incurred in the Ordinary Course of Business;

(k) neither the Company nor any Subsidiary has granted any license or sublicense of any rights under or with respect to any material Intellectual Property;

(l) neither the Company nor any Subsidiary has instituted or settled any material Legal Proceeding; and

(m) none of the Sellers, the Company nor any Subsidiary has agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 3.14 .

3.15 Insurance Policies . Schedule 3.15 sets forth a correct and complete list and description, including policy numbers, amounts of coverage and annual premium of all insurance policies owned by the Company or any Subsidiary, correct and complete copies of which policies previously have been delivered to Buyer. Such policies are in full force and effect for such amounts. Neither the Company nor any Subsidiary has received any written notice of cancellation or intent to cancel or intent to increase premiums with respect to such insurance policies nor, to the knowledge of Sellers, is there any basis for any such action. Excluding insurance policies that have expired and been replaced in the Ordinary Course of Business, no insurance policy has been cancelled within the last two (2) years and, to the

knowledge of Sellers, no threat has been made in writing to cancel any insurance policy of the Company or any Subsidiary during such period. To the knowledge of Sellers, no event has occurred, including the failure by the Company or any Subsidiary to give any notice or information or the giving by the Company or any Subsidiary of any inaccurate or erroneous notice or information, which limits or impairs the rights of the Company or any Subsidiary, as applicable, under any such insurance policies.

3.16 Licenses and Permits; Compliance with Rules . Schedule 3.16 contains a list of all Permits which are necessary for the current conduct, ownership, use, occupancy or operation of the Company’s and the Subsidiaries’ respective businesses, other than those the failure of which to possess is immaterial. The Company and each Subsidiary is in material compliance with such Permits, as applicable, and neither the Company, any Subsidiary nor any registered agent of the Company or any Subsidiary has received any notices to the contrary. To the knowledge of Sellers, neither the Company nor any Subsidiary is under investigation with respect to the violation of any Permits. Neither the Company nor any Subsidiary is in default or violation in any material respect of any term, condition or provision of any Permit to which it is a party, to which its respective business is subject or by which its respective properties or assets are bound. The Company and each Subsidiary is in compliance in all material respects with all Rules applicable to its respective business, operations and assets, and to the knowledge of Sellers neither the Company nor any Subsidiary is under investigation by any Governmental Body with respect to the violation of any Rule.

3.17 Employee Benefit Plans .

(a) Except as described in Schedule 3.17(a) , neither the Company nor any Subsidiary maintains, sponsors, contributes to or has an obligation to make contributions to or has any Liability with respect to any written or oral “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA), “Employee Welfare Benefit Plan” (as defined in Section 3(1) of ERISA), “Multiemployer Plan” (as defined in Section 3(37) of ERISA), in each case whether or not subject to ERISA, plan of deferred compensation (whether qualified or non-qualified), medical plan, life insurance plan, short or long-term disability plan, dental, vision or prescription drug plan, employee or former employee personnel policy (including vacation time, holiday pay, bonus programs, moving expense reimbursement programs, severance and sick leave), retirement plan or arrangement, excess supplemental benefit plan, bonus or incentive plan (including stock options, restricted stock, stock bonus, equity or equity-based award and deferred bonus plans), salary reduction agreement, change-of-control agreement, severance or separation agreement, employment agreement, consulting agreement, employee loan agreement or any other benefit program, policy, arrangement, agreement, contract or related funding mechanism (all of the above to which the Company or any Subsidiary maintains, sponsors, contributes to or has an obligation to make contributions to or has any Liability with respect to are collectively referred to as “ Employee Benefit Plans ”), whether or not terminated or maintained pursuant to a collective bargaining agreement or otherwise.

(b) The Company and the Subsidiaries have delivered to Buyer with respect to each Employee Benefit Plan a complete and accurate copy of each such Employee Benefit Plan and any amendments thereto, the Form 5500 Annual Report, audited financial statements and

actuarial valuation reports, in each case if applicable, for the three (3) most recent years, each material letter, ruling or notice issued by a governmental entity or agency with respect to each such plan, each trust or other funding vehicle, if any, and the current summary plan description and summary of material modification and/or descriptive summary with respect to each such plan, if applicable. Schedule 3.17(b) contains a description of the material terms of each unwritten Employee Benefit Plan.

(c) Except as set forth in Schedule 3.17(c) , each Employee Benefit Plan has been and currently complies in form and in operation in all material respects with all applicable requirements of ERISA and the Code, all other Rules and its terms. The Company has not received notice that any reportable event (as defined in Section 4043 of ERISA) has occurred with respect to any Employee Benefit Plan. No non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Benefit Plan.

(d) With respect to each Employee Benefit Plan, there are no Legal Proceedings pending or, to the knowledge of Sellers, threatened with respect thereto (other than routine claims for benefits).

(e) All contributions, payments, premiums, expenses, reimbursements or accruals for all periods ending prior to or as of the Closing for each Employee Benefit Plan shall have been made to the extent such amounts are required to have been made at the time of Closing by such Employee Benefit Plan or accrued on the Financial Statements to the extent required by GAAP, and no such plan otherwise has any unfunded Liability (including for periods from the first day of the current plan year to the Closing) which is not reflected on the Financial Statements.

(f) Neither the Company, any Subsidiary nor any ERISA Affiliate has at any time participated in, made contributions to or had any other Liability with respect to any Employee Benefit Plan that is or was a “multiemployer plan” as defined in Section 4001 of ERISA, a “multiemployer” plan as described in Section 3(37) of ERISA, a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or otherwise is or was an “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code.

(g) All filings and reports as to each Employee Benefit Plan required to have been submitted to the Internal Revenue Service or to the U.S. Department of Labor have been timely submitted. With respect to the Employee Benefit Plans, there are no benefit obligations for which contributions have not been made or properly accrued and there are no benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the Audited Financial Statements of the Company. The assets of each Employee Benefit Plan that is funded are reported at their fair market value on the books and records of such Employee Benefit Plan.

(h) Each Employee Benefit Plan intended to be a “qualified plan” within the

meaning of Section 401(a) of the Code is so qualified and each related trust is exempt from taxation, and there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification or exemption.

(i) No Employee Benefit Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. No Employee Benefit Plan holds securities issued by the Company, any Subsidiary or any of its Plan Affiliates.

(j) Except as set forth on Schedule 3.17(j) , each Employee Benefit Plan is amendable and terminable unilaterally by the Company or a Subsidiary, as applicable, at any time without liability to the Company or any Subsidiary (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto), and no Employee Benefit Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company or any Subsidiary from amending or terminating any such Employee Benefit Plan. Except as set forth on Schedule 3.17(j) , the investment vehicles used to fund the Employee Benefit Plans may be changed at any time without incurring a sales charge, surrender fee or other similar expense.

(k) Except as set forth on Schedule 3.17(k) , neither the Company nor any Subsidiary is a party to any oral or written (i) agreement with any current or former stockholder, director, executive officer, employee, consultant or independent contractor of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company or any Subsidiary of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such current or former director, executive officer, employee, consultant or independent contractor; (ii) agreement, plan or arrangement under which any Person may receive payments from the Company or any of its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or deemed to be a “parachute payment” under Section 280G of the Code, or (iii) agreement or plan binding the Company or any Subsidiary, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, other equity or equity-based award plan or severance benefit plan, any of the benefits of which shall be increased, or the vesting of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement.

(l) With respect to each Employee Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and is subject to Section 409A of the Code, (i) the written terms of such Employee Benefit Plan have at all times since January 1, 2009 been in compliance with, and (ii) such Employee Benefit Plan has, at all times while subject to Section 409A of the Code, been operated in compliance with, Section 409A of the Code and all applicable regulations thereunder.

(m) Except as set forth on Schedule 3.17(m) , no Employee Benefit Plan is maintained outside the jurisdiction of the United States, or covers any current or former director, executive officer, employee, consultant or independent contractor of the Company or any of its Subsidiaries working outside the United States (each, a “ Foreign Benefit Plan ”). Each Foreign Benefit Plan required to be funded is fully funded. No material Liability of the Company or any Subsidiary exists with respect to any Foreign Benefit Plan that has not been disclosed on Schedule 3.17(m) . For the avoidance of doubt, the Foreign Benefit Plans are, in addition to this Section 3.17(m), subject to all applicable provisions contained in Section 3.17.

3.18 Environmental Matters . Except as set forth on Schedule 3.18 hereto:

(a) the operation by the Company and each Subsidiary of their respective businesses is and has been for the past five (5) years in material compliance with all applicable Environmental Laws and Environmental Permits;

(b) the Company and each Subsidiary has obtained all Environmental Permits necessary to operate their respective businesses and to occupy and use the Leased Real Property, and no action or proceeding is pending or, to the knowledge of Sellers, threatened to revoke, modify or terminate any Environmental Permit;

(c) neither the Company nor any Subsidiary is the subject of any outstanding Order or Contract with any Governmental Body respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Waste;

(d) no claim has been made in writing or is pending, or to the knowledge of Sellers, threatened against the Company or any Subsidiary alleging either or both that the Company or any Subsidiary may be in violation of any Environmental Law or Environmental Permit or may have any liability under any Environmental Law;

(e) neither the Company nor any Subsidiary has received any written communication alleging that the Company or any Subsidiary may be in violation of any Environmental Law or any Environmental Permit or may have any liability under any Environmental Law;

(f) to the knowledge of Sellers, no facts, circumstances or conditions exist with respect to the Company, any Subsidiary or any property currently or formerly owned, operated or leased by the Company or any Subsidiary, or any property to which the Company or any Subsidiary arranged for the disposal, recycling or treatment of Hazardous Waste, that could reasonably be expected to result in the Company or any Subsidiary incurring Environmental Costs and Liabilities that are not accounted for in the Financial Statements;

(g) to the knowledge of Sellers, there are no investigations of the business of the Company or any Subsidiary, or currently or formerly owned, operated or leased property of the Company or any Subsidiary pending or threatened which would reasonably be expected to result in the imposition of any material liability pursuant to any Environmental Law;

(h) to Sellers’ knowledge, there is not located at the Leased Real Property any (i) underground storage tanks, (ii) asbestos-containing material or (iii) equipment containing polychlorinated biphenyls; and

(i) Sellers have provided to Buyer all environmentally related audits, studies, reports, analyses, and results of investigations which are in Sellers’ possession or known by Sellers to exist, and that have been performed with respect to the operations of the Company or any Subsidiary or any currently or formerly owned, operated or leased property of the Company or any Subsidiary;

(j) neither the Company nor any Subsidiary sells or, to the knowledge of Sellers, has sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way;

(k) neither the Company nor any Subsidiary has assumed or agreed to indemnify any liability of any other Person relating to or arising from any Environmental Law; and

(l) there has been no Release of any Hazardous Waste by the Company or any Subsidiary, or to the knowledge of Sellers by any other Person, at or adjacent to any property currently or formerly owned, operated or leased by the Company or any Subsidiary that requires Remedial Action by the Company or any Subsidiary pursuant to any Environmental Law or contractual obligation (including any Lease obligations).

3.19 Salaries . Schedule 3.19 sets forth a true, complete and correct list setting forth the names, current base compensation rate, annual target incentive bonus, other material compensation and classification under the Fair Labor Standards Act of all individuals presently employed by the Company and each Subsidiary.

3.20 Personnel Agreements, Plans and Arrangements . Except as listed in Schedule 3.20 , neither the Company nor any Subsidiary is a party to, or obligated in connection with their respective businesses, to any outstanding Contract with current or former employees, agents, consultants, advisers, salesmen, sales representatives, distributors, sales agents, independent contractors, or dealers which will survive Closing. Sellers have previously furnished to Buyer correct and complete copies of any written agreements related to obligations listed in Schedule 3.20 . Neither the Company’s nor any Subsidiary’s employees are unionized, and no labor organization or group of employees of the Company or any Subsidiary has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of Sellers, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company or any Subsidiary pending or, to the knowledge of Sellers, threatened by any labor organization or group of employees of the Company or any Subsidiary. The Company and each Subsidiary has complied in all material respects with all applicable Rules relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, immigration, collective bargaining and the payment of social security and other taxes. Except as listed on Schedule 3.20 , there are no administrative charges or court complaints pending or, to the

knowledge of Sellers, threatened against the Company or any Subsidiary before the U.S. Equal Employment Opportunity Commission or any other Governmental Body concerning alleged employment discrimination or any other matters relating to the employment of labor. There are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of Sellers, threatened by or on behalf of any employee or group of employees of the Company or any Subsidiary.

3.21 Warranties . Schedule 3.21 sets forth a description of standard form product warranties and guarantees given by the Company or any Subsidiary to customers in connection with the sale or distribution of Products. Except as set forth on Schedule 3.21 , to the knowledge of Sellers each Product manufactured, sold or delivered by the Company and by each Subsidiary, which is still within the applicable warranty period, has been in conformity with all applicable product warranties, guarantees and applicable Rules. The Company has made adequate allowance (but in no event larger than called for by GAAP) of reserves for warranty claims. Except as set forth on Schedule 3.21 , there are no claims pending, or to the knowledge of Sellers, threatened against the Company or any Subsidiary with respect to the quality of or absence of defects in its Products.

3.22 Brokers . Except as set forth on Schedule 3.22 and except for Lazard Middle Market LLC, no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Sellers, the Company or any Subsidiary in connection with the transactions contemplated by this Agreement and no Person is or will be entitled to any fee or commission or like payment in respect of the transactions contemplated hereunder.

3.23 Customers and Suppliers . Schedule 3.23 sets forth a list of the ten (10) largest customers (each, a “ Significant Customer ”) and the ten (10) largest suppliers (each, a “ Significant Supplier ”) of the Company and its Subsidiaries (other than Premier), as measured by the dollar amount of purchases therefrom or thereby on an aggregate basis among the Company and its Subsidiaries (other than Premier), during each of the fiscal years ended December 31, 2010 and December 31, 2011, showing the approximate total sales by the Company and the Subsidiaries (other than Premier), on an aggregate basis, to each such customer and the approximate total purchases by the Company and the Subsidiaries (other than Premier), on an aggregate basis, from each such supplier, during such period. Schedule 3.23 also separately sets forth a list of the Significant Customers and Significant Suppliers of Premier, as measured by the dollar amount of purchasers therefrom or thereby on an aggregate basis during each of the fiscal years ended December 31, 2010 and December 31, 2011, showing the approximate total sales on an aggregate basis to each such customer and the approximate total purchases on an aggregate basis from each supplier during such period. No Significant Customer or Significant Supplier has terminated its relationship with the Company or any Subsidiary, as applicable, and, no Significant Customer or Significant Supplier has notified the Company or any Subsidiary in writing that it intends to no longer conduct business with the Company or any Subsidiary.

3.24 Related Party Transactions . Except as set forth on Schedule 3.24 , no Affiliate of the Company or any Subsidiary has borrowed any monies from, or has outstanding any Indebtedness or other similar obligations to, the Company or any Subsidiary. Except as set forth in Schedule 3.24 , neither any Affiliate of the

Company or any Subsidiary, nor to Sellers’ knowledge, any director, officer or shareholder of the Company, any Subsidiary or any Affiliate thereof (i) owns any direct or indirect interest of any kind in, or controls or is a director, officer, employee or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of, any Person which is (A) a competitor, supplier, customer, landlord, tenant, creditor or debtor of the Company or any Subsidiary, (B) engaged in a business related to the business of the Company or any Subsidiary, or (C) a participant in any transaction to which the Company or any Subsidiary is a party or (ii) is a party to any Contract with the Company or any Subsidiary.

3.25 No Other Representations or Warranties; Schedules . Except for the representations and warranties contained in this Article 3 (as modified by the Schedules hereto), none of the Sellers nor any other Person has made any other express or implied representation or warranty with respect to Sellers, the Company, the Subsidiaries or the transactions contemplated by this Agreement, and Sellers disclaim any other representations or warranties, whether made by the Company, any Subsidiary or any of their officers, directors, employees, agents or representatives or representatives of Sellers. Except for the representations and warranties contained in this Article 3 (as modified by the Schedules hereto), Sellers hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant, or representative of the Company, any Subsidiary or Sellers). The disclosure of any matter or item on any Schedule hereto shall not be deemed to constitute an acknowledgement that any such matter is required to be disclosed. If any fact or item disclosed in any Schedule shall be relevant to any other Schedule or Section of this Agreement, then such fact or item shall be deemed to be disclosed with respect to such other Schedule or Section of this Agreement, as applicable, but only to the extent it reasonably informs or notifies the reader of its applicability to the Section in which it was required to be disclosed.

A RTICLE 4

B UYER ’ S R EPRESENTATIONS AND W ARRANTIES

Buyer hereby represents and warrants to Sellers as follows:

4.1 Organization . Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Ohio.

4.2 Authority . Buyer has the absolute and unrestricted right, power, authority and capacity to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby. This Agreement has been, and the Transaction Documents to which Buyer is a party will be at or prior to the Closing, duly and validly executed and delivered by Buyer, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the Transaction Documents to which Buyer is a party will

constitute at or prior to the Closing, the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its and their terms.

4.3 No Conflict .

(a) None of the execution and delivery of the Transaction Documents by Buyer, the performance by Buyer of the transactions contemplated thereby, nor compliance by Buyer with any of the provisions thereof, will conflict with, or result in any violation of or default (with our without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Buyer; (ii) any material Contract, or Permit to which Buyer is a party or by which any of the properties or assets of Buyer are bound; (iii) any Order applicable to Buyer or any of the properties or assets of Buyer; or (iv) any applicable Rule.

(b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Buyer in connection with (i) the execution and delivery of the Transaction Documents, the compliance by Buyer with any of the provisions thereof, or the consummation of the transactions contemplated thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of Buyer, except for (A) compliance with the applicable requirements of the HSR Act and (B) any other applicable Antitrust Laws.

4.4 Litigation . There is no Legal Proceeding pending or, to the knowledge of Buyer, threatened against, relating to or involving Buyer which could reasonably be expected to adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement or which otherwise relate to the transactions contemplated by this Agreement.

4.5 Investment Intent . Buyer is acquiring the Shares for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any federal or state securities laws. Buyer is an “accredited investor” as defined in Regulation D of the Securities Act. Buyer acknowledges that the Shares have not been registered under the Securities Act or any state or foreign securities laws and that the Shares may not be sold, transferred, offered for sale, assigned, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and the Shares are registered under any applicable state or foreign securities laws or sold pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities laws.

4.6 Financial Capacity . Buyer has, on the Effective Date, the financial capability to pay the Purchase Price at the Closing on the terms and conditions set forth in this Agreement, and any funds that will come from a loan facility are pursuant to a committed facility as of the Effective Date.

4.7 Brokers . No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Buyer in connection with the transactions contemplated by this Agreement and no Person is or will be entitled to any fee or commission or like payment in respect thereof.

4.8 Representations . In respect of this Agreement and transactions contemplated thereby, Buyer has not and is not relying on any document or written or oral information, statement, representation or warranty furnished to or discovered by it or any of its Affiliates other than the representations and warranties set forth in this Agreement.

A RTICLE 5

P RE -C LOSING C OVENANTS

During the period from the Effective Date and continuing until the earlier of the Closing Date or the termination of this Agreement, Buyer, the Company and Sellers agree that, except as expressly contemplated or permitted by the Transaction Documents or to the extent that Sellers or Buyer, as the case may be, shall otherwise consent in writing:

5.1 No Transfer or Inconsistent Action . Except as explicitly permitted pursuant to this Agreement, neither the Company nor any Subsidiary shall sell, transfer or otherwise dispose of or in any way encumber any of their assets except in the Ordinary Course of Business or take any action inconsistent with the approval and consummation of the Transaction Documents or the transactions contemplated thereby.

5.2 Conduct of Business in Ordinary Course .

(a) The Company and each Subsidiary shall carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and use all reasonable efforts to preserve intact their respective present business organization and operations, keep available the services of their respective present officers and employees and preserve their respective relationships with customers, suppliers and others having business dealings with them to the end that their respective goodwill and ongoing business shall not be impaired in any material respect at the Closing Date.

(b) Without limiting the generality of the foregoing, except in the Ordinary Course of Business, except as set forth on Schedule 5.2(b) , and except with the prior written consent of Buyer, Sellers will cause the Company and the Subsidiaries to not (i) increase in any manner the compensation of, or enter into any new compensatory agreement or arrangement with, any of the directors, officers, employees, consultants or independent contractors of the Company or any Subsidiary; (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit to any such individual, whether past or present; (iii) enter into any new employment, severance, consulting, or other compensation agreement with any such individual; (iv) otherwise amend an existing or enter into a new Employee Benefit Plan or amend or enter into a new collective bargaining agreement, (v) hire any individual to be a director, officer, employee,

consultant or independent contractor of the Company or any Subsidiary or terminate any director, officer, employee, consultant or independent contractor of the Company or any Subsidiary, other than terminations for cause (as determined by Sellers in the Ordinary Course of Business) and new hires to replace individuals who voluntarily terminate or are terminated for cause; (vi) sell, lease, transfer or otherwise dispose of any of their assets; (vii) incur or assume any funded indebtedness or create or permit to exist any new Lien on any of their assets except for Permitted Liens and Liens which will be released at Closing; (viii) accelerate or delay the manufacture, shipment or sale of any Inventory; (ix) make any new commitments for capital expenditures in excess of $100,000 in the aggregate in any two month period, which are not otherwise a part of the current annual operating plan furnished to Buyer; (x) issue any notes, bonds or other debt securities, or any equity securities, or any securities (debt or equity) convertible into, exchangeable for or exercisable for any equity securities; (xi) fail to pay any Tax or file any Tax Return in each case when due, except where the non-payment of any such Tax or non-filing of any such Tax Return is being diligently contested in good faith by appropriate proceedings and for which there has been an adequate accrual according to GAAP; (xii) make, change or rescind any Tax election, agree to any adjustment of any Tax attribute, adopt or change any Tax accounting method, file any amended Tax Return, settle or compromise any liability for Taxes, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (xiii) transfer, issue, sell or dispose of any shares of capital stock or other securities of the Company or any Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Company or any Subsidiary; (xiv) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Company or any Subsidiary; (xv) cancel or compromise any debt or claim or waive or release any material right of the Company or any Subsidiary; (xvi) enter into, modify or terminate any labor or collective bargaining agreement of the Company or any Subsidiary or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Company or any Subsidiary; (xvii) permit the Company or any Subsidiary to enter into or agree to enter into any merger or consolidation with, any corporation or other entity, or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities of any other Person; (xviii) enter into any contract or agreement or commitment which materially restrains, restricts, limits or impedes the ability of the Company or any Subsidiary to compete with or conduct any of its respective businesses in any geographic area; (xix) permit the Company or any Subsidiary to make any investments in or loans to, or enter into or modify any Contract with any Seller or any Affiliate of any Seller; or (xx) agree to do anything prohibited by this Section 5.2(b) .

(c) Except where the failure to do so would not have a Material Adverse Effect on the Company or any Subsidiary, Sellers will cause the Company and its Subsidiaries to (i) maintain their respective business premises in reasonable repair, order and condition (without making any material alterations thereto); (ii) maintain and keep in full force existing insurance; (iii) maintain their Business Documents in the regular and ordinary manner on a basis consistent with past practices; (iv) perform and comply with their obligations under all Material Contracts; and (v) comply with all applicable Rules.

(d) To the extent that events occur which would present Sellers with the opportunity to present a colorable indemnification claim pursuant to Section 6.2(a)(iv) under the EDI Acquisition Agreement, Sellers shall cause such claim to be made in a timely manner.

5.3 Buyer’s Investigation . Upon reasonable notice, Sellers shall afford to the officers, attorneys, accountants or other authorized representatives of Buyer reasonable access during normal business hours and under reasonable circumstances to the offices, facilities, properties, files, books and records relating to the Company’s and each Subsidiaries’ businesses so as to afford Buyer the opportunity to make such review, examination and investigation of such businesses. Buyer will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Sellers shall cause the Company, each Subsidiary and their respective officers, employees, consultants, agents, accountants, attorneys and other representatives to cooperate in all reasonable respects with such review and examination.

5.4 Advice of Changes . Sellers shall advise Buyer of any change or event having, or reasonably expected to have, a Material Adverse Effect on the Company or any Subsidiary.

5.5 Reasonable Efforts . Each party will use reasonable efforts, including full cooperation with the other parties hereto, to secure fulfillment of all of the conditions precedent to its respective obligations hereunder.

5.6 Termination .

(a) Termination of Agreement . This Agreement may be terminated at any time prior to the consummation of the Closing under the following circumstances:

(i) upon the mutual written consent of Buyer and Sellers;

(ii) by Buyer or Sellers on or after October 31, 2012, (such date, the “ Outside Closing Date ”) if the Closing shall not have occurred by the close of business on such date, provided that the terminating party is not in material default of any of its obligations hereunder;

(iii) by Buyer if any Seller shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (unless such breach or failure to perform results primarily from Buyer breaching any representation, warranty or covenant in this Agreement), or if any representation or warranty of Sellers shall have become untrue, in either case such that the conditions set forth in Sections 6.2(a) or 6.2(b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within five (5) days following receipt by Sellers of notice of such breach from Buyer; or

(iv) by Sellers if Buyer shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (unless such breach or failure to perform results primarily from Sellers breaching any representation, warranty or covenant in this Agreement), or if any representation or warranty of Buyer shall have become untrue, in either case such that the conditions set forth in Sections 6.3(a) or 6.3(b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within five (5) days following receipt by Buyer of notice of such breach from Sellers.

(b) Effect of Termination . If any party terminates this Agreement pursuant to Section 5.6 , all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party, except that the provisions contained in Sections 5.7 , 9.1 and 9.6 shall survive termination of this Agreement. Notwithstanding the foregoing, termination of this Agreement shall not relieve any party for any material breach by such party, prior to the termination of this Agreement, of any representation, warranty, covenant, or agreement contained in this Agreement or impair the right of any party to obtain such remedies as may be available to it in law or equity with respect to such a material breach of any representation, warranty, covenant, or agreement contained in this Agreement by the other party.

5.7 Public Announcement . Buyer and Sellers hereby agree that, prior to Closing, neither Buyer nor Sellers shall issue any press release or otherwise make any public statement or announcement with respect to the existence or termination of this Agreement or the transactions described herein without the prior written consent of the other party, except as required by any applicable Rule or by the rules and regulations of NASDAQ. Following Closing, Buyer and Sellers may make public statements or announcements concerning the transactions described herein with the prior written approval of the other party, which approval shall not be unreasonably withheld, and which approval shall not be required for public statements or announcements made pursuant to any requirement of any applicable Rule or by the rules and regulations of NASDAQ.

5.8 Consents; HSR and Other Antitrust Approval . Sellers and Buyer shall cooperate to obtain at the earliest practicable date all consents and approvals required to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Sellers, on the one hand, and Buyer, on the other hand, shall (i) within five (5) Business Days after the Effective Date make the filings required of them or any of their Affiliates under the HSR Act in respect of the transactions contemplated hereby and seek early termination in connection therewith; (ii) as promptly as practicable, but in any event no later than five (5) Business Days after the Effective Date, make the filings required of them or any of their Affiliates under other applicable Antitrust Laws; and (iii) use commercially reasonable efforts to comply at the earliest practicable date with any request for additional information from the Federal Trade Commission or Department of Justice pursuant to the HSR Act or any other Governmental Body pursuant to other Antitrust Laws. Buyer and Sellers shall cooperate with each other, and Sellers shall cause the Company and its Subsidiaries to cooperate with Buyer, in connection with any other filings required of them (including, to the extent permitted by applicable Rules, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Government Body under any Antitrust Laws with respect to any such filing or any such transaction. Each party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Rules in connection with the transactions contemplated by this Agreement. Each party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Government Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Government Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting

and, to the extent permitted by such Government Body, the opportunity to attend or participate. Subject to applicable Rules, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this section as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and, to the extent not inconsistent with such counsel’s ethical obligations under applicable rules of professional conduct, will not be disclosed by such outside counsel to the recipient or to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Any confidential information disclosed between the parties pursuant to this Section 5.8 shall be held in strict confidence, except to the extent disclosure is required by applicable Rules.

5.9 Supplements to Disclosure Schedules . From time to time prior to the Closing, Sellers will have the right (but not the obligation) to supplement or amend the Schedules hereto with respect to any matter arising after the date hereof that, if existing on the date of this Agreement, would have been required to be set forth in the Schedules (a “ Schedule Supplement ”). In the event that Sellers provide a Schedule Supplement pursuant to this Section 5.9 and concurrently with the delivery of such Schedule Supplement, Sellers acknowledge in writing that Buyer has the right to terminate this Agreement pursuant to Section 6.2 (a) as a result of the disclosure set forth in such Schedule Supplement, then unless Buyer terminates this Agreement within five (5) days of receipt of such Schedule Supplement, Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter under any of the conditions set forth in Section 6.2(a) and further, such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Schedules as of the Closing Date, the Schedule Supplement shall not constitute a breach of this Agreement by Sellers and all representations and warranties made herein shall be deemed to have been made with respect to the Schedules as so modified and supplemented, and Buyer shall have irrevocably waived its right to indemnification under Section 8.2(a) with respect to such matter set forth in such Schedule Supplement. For the avoidance of doubt, no Schedule Supplement shall contain any matter that existed as of the date of this Agreement, whether or not known to the Company or the Sellers.

5.10 280G Covenant . Prior to the Closing Date, Sellers shall cause the Company to submit to a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (a “ Stockholder Vote ”), the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code. Sellers shall cause the Company to obtain any required waivers, consents or agreements from the disqualified individual prior to the Stockholder Vote to comply with Section 280G of the Code. At least three (3) Business Days prior to providing the stockholders

with any material necessary to comply with the Stockholder Vote, Buyer and its counsel shall be given the right to review and comment on all disclosure documents related to the Stockholder Vote. The Company shall incorporate into such documents any reasonable comments that are timely provided by Buyer. Buyer and its counsel shall be provided copies of all documents executed by the stockholders and disqualified individuals in connection with the vote.

5.11 Director and Officer Liability and Indemnification . Prior to the Closing Date, the Company shall purchase from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ or officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provides liability insurance coverage for the individuals who were officers, directors and similar functionaries of the Company and its Subsidiaries at or prior to the Closing Date on no less favorable terms (including in amount and scope) as the policy or policies presently maintained by the Company and the Subsidiaries for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to Closing, including with respect to the transactions contemplated by this Agreement. The provisions of this Section 5.11 are intended for the benefit of, and will be enforceable by (as express third party beneficiaries), each current and former officer, director or similar functionary of the Company and the Subsidiaries and his or her representatives, heirs, successors and assigns and are in addition to, and not in substitution for, any other rights of indemnification or contribution that any such person may have had by contract or otherwise.

A RTICLE 6

C ONDITIONS P RECEDENT TO C LOSING

6.1 Conditions to Each Party’s Obligations . The respective obligations of each party hereto to effect the transactions contemplated hereby shall be subject to the satisfaction as of the Closing of the following conditions: (i) HSR Approval shall have been obtained, (ii) all other filings with or permits, authorizations, consents and approvals of or expirations of waiting periods imposed pursuant to any other applicable Antitrust Laws required to consummate the transactions contemplated hereby shall have been obtained or filed or shall have occurred, and (iii) no injunction, restraining order or Order of any nature shall have been issued by or be pending before any Governmental Body challenging the validity or legality of the transactions contemplated hereby or restraining or prohibiting the consummation of such transactions or compelling Buyer to dispose of or discontinue or materially restrict the operations of a significant portion of the Company’s or the Subsidiaries’ respective businesses.

6.2 Conditions to Obligations of Buyer . The obligations of Buyer to effect the transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived in writing by Buyer.

(a) Representations and Warranties . The representations and warranties of Sellers set forth in this Agreement shall be true and correct as of the Effective Date, and as of the

Closing Date as though made on and as of the Closing Date (in each case, except to the extent such representations are by their express provisions made as of a specified date, in which case they shall be true and correct as of the specified date), except to the extent that the amount of any Losses resulting from any inaccuracies of representations or warranties, in the aggregate, would not reasonably be expected to exceed the General Escrow Amount. Buyer shall have received a certificate signed by Sellers (in form and substance reasonably satisfactory to Buyer), dated as of the Closing Date, to the foregoing effect.

(b) Performance of Obligations of Sellers . Sellers shall have performed in all material respects all obligations required to be performed or complied with by them under this Agreement at or prior to the Closing, and Buyer shall have received a certificate signed by or on behalf of Sellers (in form and substance reasonably satisfactory to Buyer), dated as of the Closing Date, to the foregoing effect and copies of such corporate resolutions and other documents evidencing the performance thereof as Buyer may reasonably request.

(c) Delivery of Other Closing Documents . Buyer shall have received all documents and other items to be delivered under Section 7.2 below.

(d) No Material Adverse Effect . There shall not have been or occurred any event, change, occurrence or circumstance that has had or would reasonably be expected to have a Material Adverse Effect on the Company or any Subsidiary since the Effective Date.

(e) Consents . Sellers shall have obtained all consents, waivers and approvals set forth on Schedule 6.2(e) in a form reasonably satisfactory to Buyer.

6.3 Conditions to Obligations of Sellers . The obligations of Sellers to effect the transaction contemplated hereby are subject to the satisfaction of the following conditions, unless waived in writing by the Sellers:

(a) Representations and Warranties . The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the Effective Date, and as of the Closing Date as though made on and as of the Closing Date (in each case, except to the extent such representations are by their express provisions made as of a specified date, in which case they shall be true and correct as of the specified date), except for inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to have a Material Adverse Effect on Buyer. Sellers shall have received a certificate signed by Buyer (in form and substance reasonably satisfactory to Sellers), dated as of the Closing Date, to the foregoing effect.

(b) Performance of Obligations of Buyer . Buyer shall have performed in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing, and Sellers shall have received a certificate signed on behalf of Buyer (in form and substance reasonably satisfactory to Sellers), dated as of the Closing Date, to the foregoing effect and copies of such corporate resolutions and other documents evidencing the performance thereof as Sellers may reasonably request.

(c) Delivery of Other Closing Documents . Sellers shall have received all documents and other items to be delivered under Section 7.3 below.

(d) Consents . Buyer shall have obtained all consents, waivers and approvals set forth on Schedule 6.3(d) required by this Agreement to consummate the transactions contemplated by this Agreement in a form reasonably satisfactory to Sellers.

A RTICLE 7

C LOSING

7.1 Time and Place . The closing of the transactions that are the subject of this Agreement (the “ Closing ”) shall take place at the offices of Hirschler Fleischer, a Professional Corporation, located at The Edgeworth Building, 2100 East Cary Street, Richmond, Virginia 23223 commencing at 9:00 a.m. local time on a date to be specified by Buyer and Sellers which shall be no later than the third (3 ^rd ) Business Day after satisfaction or written waiver of each of the conditions set forth in Article 6 , or on such other date and at such other time as the parties shall agree; provided, however, that if the satisfaction or written waiver of each of the conditions set forth in Article 6 occurs after the fifteenth (15 ^th ) day of a calendar month, then the parties agree that the Closing shall take place on the last Business Day of such calendar month unless such date would be later than the Outside Closing Date. The Closing hereunder shall in no event be later than the Outside Closing Date. The date of the Closing is referred to as the “ Closing Date .”

7.2 Deliveries of Sellers . At the Closing, Sellers will execute and deliver or cause to be executed and delivered to Buyer simultaneously with delivery of the items referred to in Section 7.3 :

(a) Share Certificates . Certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer.

(b) Bring Down Certificate . The certificates referred to in Sections 6.2(a) and 6.2(b) hereof.

(c) Good Standing Certificates . Certificates of good standing as of a date no earlier than thirty (30) days prior to Closing with respect to the Company and each Subsidiary issued by the applicable Governmental Body and certificates of authority for each state in which the Company and each Subsidiary is qualified to do business as a foreign corporation issued by the applicable Governmental Body.

(d) Consents . Copies of all consents and waivers referred to in Section 6.2(e) hereof.

(e) Certificate of General Partner . Certificate of the General Partner of each Seller, dated as of the Closing Date, with respect to the incumbency of the authorized representatives and their signatures, partnership certificate and organizational documents, and the partner resolutions authorizing the transactions contemplated by this Agreement.

(f) Resignations . Upon Buyer’s request, written resignations duly executed and delivered by each of the directors and officers of the Company and each Subsidiary.

(g) Option Termination Agreements . An Option Termination Agreement duly executed and delivered by each holder of Company Options.

(h) Books and Records . The minute books, stock ledgers and registers and corporate seals, if any, of the Company and each Subsidiary.

(i) Termination of Advisory Services Agreement . A termination agreement providing for the termination of the Advisory Services Agreement by and between the Company and Bertram Capital Management, LLC, dated December 21, 2010, as amended, which termination will be effective immediately following the effectiveness of the Closing.

(j) Escrow Agreement . The Escrow Agreement duly executed by each Seller and the Representative (as defined in the Escrow Agreement).

(k) FIRPTA Certificate . A non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, executed by each Seller and in form and substance reasonably satisfactory to Buyer.

(l) Mutual Release Agreement . A duly signed mutual release agreement with lessor’s company chop affixed for EDI China to early terminate the lease agreement signed on May 15th, 2010 with the lessor, Shanghai Qingli Plastic Company Limited (上海清力塑料制品有限公司).

(m) Other Documents . Such other documents and instruments as Buyer or its counsel reasonably shall deem necessary to consummate the transactions contemplated hereby.

7.3 Deliveries of Buyer . At the Closing, Buyer will execute and deliver or cause to be executed and delivered to Sellers simultaneously with delivery of the items referred to in Section 7.2 :

(a) Payment of the Purchase Price and Other Closing Payments . Bank wire transfers to Sellers and the Company as provided in Section 2.2 .

(b) Bring Down Certificate . The certificates referred to in Sections 6.3(a) and 6.3(b) hereof.

(c) Good Standing Certificates . A certificate of good standing as of a date no earlier than thirty (30) days prior to Closing with respect to Buyer issued by the applicable Governmental Body.

(d) Consents . Copies of all consents and waivers referred to in Section 6.3(d) hereof.

(e) Certificate of Secretary . Certificate of the Secretary of Buyer, dated as of the Closing Date, with respect to the incumbency of corporate officers and their signatures, corporate good standing, charter and bylaws and the corporate director resolutions authorizing the transactions contemplated by this Agreement.

(f) Escrow Agreement . The Escrow Agreement duly executed by Buyer.

(g) Other Documents . Such other documents and instruments as Sellers or their counsel reasonably shall deem necessary to consummate the transactions contemplated hereby.

A RTICLE 8

C OVENANTS A FTER C LOSING

8.1 Further Conveyances . After the Closing, Sellers will execute and deliver to Buyer (or cause to be executed and delivered to Buyer), such additional instruments as are reasonably and customarily required for the transactions contemplated herein, and Sellers will take such other and further actions as Buyer may reasonably request to sell, transfer and assign to Buyer and vest in Buyer good, valid and marketable title to the Shares.

8.2 Indemnification and Remedies .

(a) Indemnification by Sellers . Except as limited by Section 8.2(e) , from and after the Closing, Sellers shall indemnify, defend and save Buyer and its respective officers, directors, employees, and agents (each, a “ Buyer Indemnified Party ”) harmless from and against any and all Losses sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of: (i) any misrepresentation or breach of a representation or warranty made by Sellers under Article 3 hereof; (ii) any non-compliance with or breach by Sellers of any of the covenants or agreements contained in the Transaction Documents to be performed by Sellers; (iii) all Taxes (or the nonpayment thereof) of the Company and any Subsidiary for any Pre-Closing Tax Period and any Pre-Closing Straddle Period (other than the Tax matters addressed as Covered Matters, which shall be handled in the manner described in Schedule 8.2(a) ); (iv) all Taxes of any member of an affiliated, combined or unitary group of which the Company or any Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law; (v) any and all Taxes of any Person (other than the Company or any Subsidiary) imposed on the Company or any Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (vi) any Seller Transaction Expenses and Indebtedness not paid on or prior to Closing but only to the extent required to be paid pursuant to Section 2.2(a) ; and (vii) the Covered Matters.

(b) Indemnification by Buyer . From and after the Closing, Buyer agrees to indemnify, defend and save Sellers and, as applicable, their respective officers, directors, employees, and agents (each, a “ Seller Indemnified Party ”) harmless from and against any and all Losses sustained or incurred by any Seller Indemnified Party relating to, resulting from, arising out

of or otherwise by virtue of any misrepresentation or breach of a representation or warranty made herein by Buyer under Article 4 hereof or non-compliance with or breach by Buyer of any of the covenants or agreements contained in the Transaction Documents to be performed by Buyer.

(i) Within ten (10) Business Days after receipt by a party entitled to indemnification hereunder (the “ Indemnified Party ”) of written notice of the assertion or the commencement of any proceeding by a third party with respect to any matter referred to in Sections 8.2(a) or 8.2(b) , the Indemnified Party shall give written notice thereof to the party obligated to indemnify Indemnified Party (the “ Indemnifying Party ”), which notice shall include a description of the proceeding, the amount thereof (if known and quantifiable) and the basis for the proceeding, and thereafter shall keep the Indemnifying Party reasonably informed with respect thereto. A claim for indemnification for any matter not involving a third party proceeding may be asserted by notice to Indemnifying Party within ten (10) Business Days after the Indemnified Party becomes aware of the claim and shall be paid promptly (subject to the terms of the Escrow Agreement) after (i) the Indemnifying Party’s receipt of such notice, or (ii) if the claim is disputed by the Indemnifying Party, within five (5) days after resolution of the dispute. An Indemnifying Party shall be entitled to participate in the defense of any third party action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense, and at its option (subject to the limitations set forth below and as set forth in Schedule 8.2(a) ) shall, within ten (10) Business Days of receipt of notice of the claim from the Indemnified Party, be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided that the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided further that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred between the date Indemnified Party provides to the Indemnifying Party notice of the claim and the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party). In the event Sellers are the Indemnifying Party and the claim for indemnification involves a claim against the Company or a Subsidiary, then the fees and expenses of counsel appointed by the Indemnifying Party under this Section shall be paid directly by the Company or the applicable Subsidiary, and the Company and the Subsidiaries shall be entitled to periodic reimbursement of such paid fees and expenses from the General Escrow Amount. Sellers agree to deliver joint written instructions to the Escrow Agent for such purpose.

(ii) Except as set forth on Schedule 8.2(a) , the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction or equitable relief against the Indemnified Party; (3) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; or (4) in a case where Sellers are the Indemnifying Party, the amount of the claim is reasonably likely to result in the payment of Losses in excess of the then-remaining Escrow Amount. If the Indemnifying Party

controls the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim, without prejudice.

(d) Survival of Representations, Warranties, Covenants and Agreements . All representations and warranties of Buyer and Sellers shall survive the execution and delivery of this Agreement and the Closing hereunder for a period of eighteen (18) months following the Closing Date (the “ Survival Period ”); provided, however that any claim for indemnification based upon a breach of any such representation, warranty, covenant or agreement and asserted prior to the expiration of the Survival Period in accordance with the terms hereof shall survive until final resolution of such claim; provided, further that the representations and warranties contained in Sections 3.1 , 3.2 , 3.3 , 3.6 , 4.1 , 4.2 and 4.3 (the “ Excluded Representations ”) and the covenants shall survive the execution and delivery of this Agreement and the Closing hereunder for a period of sixty (60) months following the Closing Date.

(e) Limitations on Indemnities .

(i) Threshold . Sellers shall not have any liability or obligation to the Buyer Indemnified Parties under Section 8.2(a)(i) unless and until the amount of Losses, in the aggregate, accrued pursuant to Section 8.2(a)(i) is equal to or greater than $2,000,000 (the “ Indemnity Threshold ”); provided, however that with respect to any individual item under Section 8.2(a)(i) without aggregation with any other related or similar item where the Loss relating to such item or series of related items (excluding attorneys’ fees) is less than $10,000, such amounts shall not be taken into account for the purposes of determining the Indemnity Threshold. For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants, and calculating Losses under this Article 8 , any materiality or Material Adverse Effect qualifications in the representations and warranties shall be disregarded. Once the aggregate amount of all Losses accrued pursuant to Section 8.2(a)(i) equal or exceed the Indemnity Threshold, Sellers shall be liable for only those Losses in excess of the Indemnity Threshold, subject to the terms and conditions of this Agreement and up to the limitations of Section 8.2(e)(ii) . Notwithstanding the foregoing, the Indemnity Threshold shall not apply to any Losses arising out of a breach of an Excluded Representation. Sellers shall not have any liability or obligation to the Buyer Indemnified Parties for the Tax matters addressed as Covered Matters in Schedule 8.2(a) unless and until the amount of Losses, in the aggregate, pertaining to such Covered Matters is equal to or greater than $100,000. Once the aggregate amount of all Losses pertaining to such Tax matters equals or exceeds $100,000, Sellers shall be liable for only those Losses in excess of $100,000, subject to the terms and conditions of this Agreement and up to the limitations of Section 8.2(e)(ii) .

(ii) Cap . Notwithstanding any provision herein to the contrary, the maximum liability of Sellers to any Buyer Indemnified Party, in the aggregate, (A) under Section 8.2(a) for breaches of representations and warranties other than with respect to the Excluded Representations shall be an amount equal to five percent (5%) of the Purchase Price, and (B) under Section 8.2(a) with respect to any other matter relating to, resulting from, arising out of or

otherwise by virtue of this Agreement or any of the transactions contemplated herein shall be an amount equal to twenty percent (20%) of the Purchase Price (the “ General Indemnity Cap ”) . Once the aggregate amount of all Losses recovered by any Buyer Indemnified Party, in the aggregate, equals the General Indemnity Cap, then Buyer, on behalf of itself and the Buyer Indemnified Parties, shall release Sellers from all Liabilities relating to, resulting from, arising out of or otherwise by virtue of this Agreement or any of the transactions contemplated herein, other than claims based on fraud or claims for equitable relief.

(iii) Cooperation . Upon reasonable request by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder hereby agrees (and agrees to cause its Affiliates, including the Company and the Subsidiaries if any of them is an Affiliate) to take all actions reasonably requested by the Indemnifying Party in order to attempt to reduce the amount of Losses incurred by the Indemnified Party, including, without limitation, pursuing any indemnification claim and remedy available to the Indemnified Party under either Acquisition Agreement. In the event a claim for indemnification by an Indemnified Party against an Indemnifying Party hereunder relates to an occurrence or facts that would constitute a breach of a representation, warranty or covenant under either of the Acquisition Agreements, then the Indemnified Party shall first pursue any claims and remedies against the indemnifying party(ies) under the applicable Acquisition Agreement to the extent provided thereunder, and the Indemnified Party shall use commercially reasonable efforts to recover its Losses first from such indemnifying parties. Notwithstanding the foregoing, in connection with the submission of any claim for Losses under either Acquisition Agreement, the Indemnified Party shall be entitled to submit a claim notice under this Article 8 in order to preserve such Indemnified Party’s right to indemnification hereunder.

(iv) Insurance; Tax Benefits; Other Benefits . The amount of any Losses payable by an Indemnifying Party under this Article 8 shall be net of: (A) amounts received by the Indemnified Party under its applicable insurance policies with respect to such Loss (determined after giving effect to any increase in premiums resulting therefrom and net of Taxes or other liabilities incurred by such Indemnified Party or any of its Affiliates as a result of such claim and out-of-pocket costs of collecting such insurance proceeds); (B) any Tax benefit that is actually realized by the Indemnified Party resulting from or arising from the incurrence or payment of any such Loss in the taxable year in which such Loss occurs and the next taxable year; and (C) amounts received by the Indemnified Party from other sources as a result of actions taken pursuant to Section 8.2(e)(iii) . An Indemnified Party will use commercially reasonable efforts to pursue any available coverage under any available insurance policies maintained by such Indemnified Party and any available Tax benefit for any Losses otherwise subject to indemnity hereunder. If an Indemnified Party receives any amounts under applicable insurance policies subsequent to its receipt of an indemnification payment by the Indemnifying Parties, then such Indemnified Party shall, without duplication, promptly reimburse the Indemnifying Parties for any payment made by such Indemnifying Parties up to the amount received by the Indemnified Party, provided that the aggregate amount of reimbursement payments to the Indemnifying Parties in respect of any such Loss shall not in any event exceed the aggregate indemnification payment received by the Indemnified Party from the Indemnifying Parties with respect to such Loss. For purposes of this Agreement, an Indemnified Party will be deemed to have realized a Tax benefit to the extent that the amount by which the Taxes that would have

been payable by the Indemnified Party ignoring any items of deduction, credit or loss generated by the event giving rise to the Loss exceeds the amount of Taxes paid by the Indemnified Party taking into account any items of deduction, credit or loss generated by the event giving rise to the Loss, assuming that any such item of deduction, credit or loss is the last such item of deduction, credit or loss on any Tax Return.

(v) Exclusive Remedy . The indemnification provided in this Article 8 , subject to the limitations set forth herein, shall constitute the sole and exclusive remedies of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to breach of the representations, warranties, covenants and agreements in this Agreement, or based directly or indirectly on any rights or obligations established by this Agreement, whether any claims or causes of action asserted with respect to such matters are brought in contract, tort or any other legal theory whatsoever. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted by Rule, any and all rights, claims and cause of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Rule, except pursuant to the indemnification provisions set forth in this Article 8 . Nothing in this Section 8.2(e)(v) shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 9.12 . The foregoing shall not be construed to impose any liability under this Agreement on Sellers in excess of the amounts set forth in Section 8.2(e)(ii) .

(vi) No Consequential Damages . In no event shall any Indemnifying Party be liable to any Indemnified Party for diminution in value, multiples of earnings (but not lost profits) or any consequential damages which, for the purposes of this Agreement, are defined as those damages that arise solely from the special circumstances of the Indemnified Party that have not been communicated to the Indemnifying Party. For the avoidance of doubt, in the case of punitive, consequential or any other damages (regardless of how classified) that are actually paid or payable to a third party, and for which an Indemnified Party is entitled to recovery hereunder, such damages so paid or payable shall be deemed to be direct damages for purposes of this Agreement.

(f) Manner and Treatment of Indemnity Payments . Any indemnification of any Buyer Indemnified Party or any Seller Indemnified Party pursuant to this Article 8 shall be effected by wire transfer of immediately available funds from Buyer or Sellers, as the case may be, to an account designated in writing by the applicable indemnified party within ten (10) days after the final determination thereof; provided, however, that any indemnification of any Buyer Indemnified Party shall be satisfied first by a payment from the Escrow Funds (but only up to the amount of the General Escrow Amount) and then by payment from Sellers. Any payments made to an Indemnified Party pursuant to this Section 8.2 shall be treated as an adjustment to the Purchase Price for Tax purposes.

8.3 Tax Matters .

(a) Access to Former Business Tax Documents . Buyer agrees to retain all Tax Returns, related schedules and workpapers, and all records and other documents relating thereto

(collectively, the “ Tax Documents ”) for taxable periods ending prior to or including the Closing until the later of (i) the expiration of the statute of limitations (including extensions) of the taxable years to which such Tax Documents relate, or (ii) December 31, 2017. During such period, Buyer will afford duly authorized representatives of Sellers and appropriate tax auditors, reasonable access to all such Tax Documents and will permit such representatives, at the expense of Sellers, to make copies of any such Tax Documents or to obtain temporary possession of any thereof as may be reasonably required by Sellers.

(b) Tax Deductions . Buyer represents that the Company will be included as a member of an affiliated group of which Buyer is a member for U.S. federal income tax purposes, and accordingly the taxable year of the Company shall close at 11:59 pm on the Closing Date for U.S. federal income tax purposes. For Tax purposes, to the extent allowed by law, Buyer and Sellers agree to treat the payments giving rise to Tax Deductions as allocable to the portion of the Closing Date prior to Buyer’s acquisition of the Shares. Any Tax refunds that are received by Buyer, the Company or any of the Subsidiaries, or any Affiliate of any of the foregoing, and any Tax credits that Buyer, the Company or any of the Subsidiaries, or any Affiliate of any of the foregoing, are utilized with respect to taxable periods or portions thereof ending on or before the Closing Date (including, for the avoidance of doubt, any refunds or credits resulting from estimated Tax payments made by the Company or any Subsidiary prior to the Closing Date with respect to the period ending on the Closing Date) and are attributable to Tax Deductions shall be for the account of Sellers, and Buyer shall pay over to Sellers any such refund or the amount of any such credit, net of any costs of receiving such refund or utilizing such credit and net of any Taxes resulting from the receipt of such refund or the utilization of such credit, within ten (10) days after receipt or utilization thereof. In addition, if Buyer, the Company or any Subsidiary, or any Affiliate of any of the foregoing, realizes any actual reduction in its liability for Taxes with respect to any taxable period or portion thereof ending after the Closing Date resulting, directly or indirectly, from a Tax Deduction, Buyer shall pay the amount of such reduction to Sellers within ten (10) days after realizing such reduction. For purposes of this Agreement the amount of any actual reduction in its liability for Taxes shall be the amount, if any, by which the Taxes that would have been payable by Buyer, the Company or any of the Subsidiaries, or any Affiliate of any of the foregoing, ignoring any items related to the Tax Deductions exceeds the amount of Taxes paid by Buyer, the Company or any of the Subsidiaries, or any Affiliate of any of the foregoing, taking into account any items related to the Tax Deductions, assuming that any such item is the last such item on any Tax Return. Buyer shall be deemed to realize a reduction in its Taxes as of the date the Tax Return that reflects such reduction is filed. Buyer shall prepare or cause to be prepared, at Sellers’ cost, in a manner consistent with the past practices of the Company and its Subsidiaries unless otherwise required by any Rule and in accordance with applicable Rules, all federal, state, local and foreign (i) Tax Returns for the Company and each of the Subsidiaries with respect to period ending on the Closing Date, and (ii) amended Tax Returns for the Company and its Subsidiaries for periods ending prior to the Closing Date to the extent the Tax Deductions create a refund due to a net operating loss carryback. Buyer shall deliver all such Tax Returns to Sellers for their review and comment at least thirty (30) days prior to the due date for any such Tax Return or the filing of any amended Tax Return, as the case may be, in order to provide Seller with a reasonable period of time to review and comment on such Tax Return. Within ten (10) days of receiving any such Tax Return, Sellers shall provide to Buyer in writing any comments to such Tax Return. The parties shall attempt in good faith to resolve any dispute with respect to such Tax Return. To the extent that the parties are unable to resolve any such dispute at least ten (10) days prior to the due date for any such Tax

Return, the parties shall refer the dispute to the Accounting Firm for resolution in accordance with the procedure set forth in Section 2.3. If the Accounting Firm is unable to resolve any such dispute prior to the due date for such Tax Return, Buyer shall timely file such Tax Return as prepared by Buyer subject to amendment, if required, to reflect the resolution of the Accounting Firm. Buyer shall use its commercially reasonable efforts to prepare, or cause the Company and the Subsidiaries to prepare, all such Tax Returns in a manner that maximizes the benefit of the Tax Deductions to Sellers as provided in this Section, subject to compliance with Rules governing the deductibility of such amounts.

(c) Straddle Period . For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of the Company or any Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “ Straddle Period ”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “ Pre-Closing Straddle Period ”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “ Post-Closing Straddle Period ”) in accordance with this Section 8.3(c) . The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “ Privilege Period ”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.

(d) Transfer Taxes . All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) imposed on Buyer or the Company or any Subsidiary as a result of the transactions contemplated by this Agreement and (“ Transfer Taxes ”) will be borne and paid one-half by Buyer and one-half by Sellers when due, and Buyer, at the parties’ shared expense, will cause to be filed all necessary Tax Returns and other documentation with respect to all such Transfer Taxes.

(e) Cooperation; Audits . In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company or any Subsidiary, Buyer and the Company, on the one hand, and Sellers, on the other hand, shall cooperate fully with each other, including, without limitation, the furnishing

or making available during normal business hours of records, personnel (as reasonably required), books of account, or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Governmental Body as to the imposition of Taxes.

(f) Certain Controversies . This Section 8.3(f) and not Section 8.2(c) shall control any inquiry, assessment, proceeding or other similar event relating to Taxes of the Company or any Subsidiary. Sellers have the right to represent the interests of the Company or any Subsidiary before the relevant Governmental Body with respect to any inquiry, assessment, proceeding or other similar event relating solely to any Pre-Closing Tax Period (a “ Tax Matter ”) and have the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, preparing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, (i) Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from counsel employed by Sellers, and (ii) Sellers shall not enter into any settlement of or otherwise compromise any such Tax Matter without the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer has the right to represent the interests of the Company or any Subsidiary before the relevant Governmental Body with respect to any Tax Matter that does not relate solely to any Pre-Closing Tax Period and has the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, (i) Sellers have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at their own expense, separate from counsel employed by Buyer, and (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Tax Matter that affects the liability of Sellers pursuant to Section 8.2 without the prior written consent of Sellers, which consent shall not be unreasonably conditioned, withheld or delayed.

8.4 Employee Benefits . For the period beginning at the Closing and ending December 31, 2012, Buyer shall cause the Company to provide benefits to employees of the Company and the Subsidiaries with terms and conditions that are substantially equivalent to those provided to such employees as of the Effective Date, including one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code, an annual bonus program, commission arrangements, vacation leave, sick leave and holidays. Nothing contained herein, express or implied: (i) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit Buyer’s or the Company’s ability to amend, modify or terminate any benefit plan, program, agreement or arrangement, (iii) constitute or create an employment agreement, or (iv) create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) of the Company, any Subsidiary or any other Person other than the parties hereto and their respective successors and permitted assigns.

8.5 Release by Sellers .

(a) Effective as of Closing, each of the Sellers, on behalf of themselves and their respective Affiliates, heirs, successors and assigns (collectively, the “ Seller Related Persons ”), hereby absolutely, unconditionally and irrevocably releases and discharges, fully, finally and forever, the Company, the Subsidiaries, Buyer, and Buyer’s respective Affiliates, agents, representatives, directors, officers and employees (together, the “ Buyer Released Parties ”) from any and all claims, demands, rights, causes of action, proceedings, orders, remedies, obligations, damages and liabilities of whatsoever kind or character arising as a result of any event or condition, or action or inaction of the Buyer Released Parties, from the beginning of time until Closing, whether known or unknown, absolute or contingent, both at law and in equity, which such Seller Related Person ever had, now has, or ever may have, against any Buyer Released Party, including in any Seller Related Person’s capacity as a direct or indirect equityholder of the Company or the Subsidiaries prior to Closing and pursuant to any Contract between any Seller Related Person and a Buyer Released Party (as to each Seller Related Person, such Seller Related Person’s “ Seller Related Person Claims ”); provided, however, that Seller Related Person Claims shall not include any claims pursuant to this Agreement or any Transaction Documents.

(b) No Seller has instituted, and will not institute, any Legal Proceeding against any Buyer Released Party with any Governmental Authority or otherwise, based on events occurring on or prior to the Closing Date in relation to any matter released or purported to be released hereunder. No Seller has assigned, and will not assign, any Seller Related Person Claim and has not authorized, and will not authorize, any other Person to assert any Seller Related Person Claim on its or their behalf.

(c) Each of the Sellers expressly acknowledges that the release provided under this Section 8.5 is intended to include in its effect all claims within the scope of this release that the Sellers do not know or suspect to exist in their favor at the time of execution hereof, and that this release contemplates the extinguishment of any such claim or claims.

(d) Each of the Sellers is aware that statutes exist that render null and void or otherwise affect or may affect releases and discharges of any claims, rights, demands, Liabilities, Legal Proceedings and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Each of the Sellers, for itself and the other Seller Related Persons, hereby expressly waives, surrenders and agrees to forego any and all protections, rights or benefits to which the Sellers otherwise would be entitled by virtue of the existence of any such statute or the common law of any state, province or jurisdiction with the same or similar effect. Further, it is understood and agreed that the facts in respect of which the release provided under this Section 8.5 is given may turn out to be other than or different from the facts in that respect now known or believed by the Sellers to be true; and with such understanding and agreement, each of the Sellers expressly accepts and assumes the risk of facts being other than or different from the assumptions and perceptions as of any date prior to and including the Closing Date, and agrees that this release shall be in all respects effective and shall not be subject to termination or rescission by reason of any such difference in facts.

(e) The release provided under this Section 8.5 shall extend to and be binding upon each of the Sellers, and each such Person’s legal successors and assigns, and all other Seller Related Persons, and shall inure to the benefit of all of the Buyer Released Parties.

Section 8.6. Non-Solicitation .

(a) For a period of two (2) years from and after the Closing Date, no Seller shall, and each Seller shall cause its Controlled Affiliates and its and their respective directors, officers and employees and representatives acting on their behalf not to, directly or indirectly

(i) solicit, induce or encourage any of the employees of the Company or any Subsidiary to leave their respective positions of employment with Buyer or any of its Affiliates (including the Company and the Subsidiaries); or

(ii) hire, employ or otherwise engage any of such individuals, provided that the foregoing restrictions with respect to the solicitation or hiring of Gary Edwards and David Hawkins shall expire on the six-month anniversary of the Closing Date. The covenants and undertakings contained in this Section 8.6 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 8.6 will cause irreparable injury to the Buyer, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 8.6 will be inadequate. Therefore, the Buyer will be entitled to a temporary and permanent injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 8.6 without the necessity of proving actual damage or posting any bond whatsoever. The rights and remedies provided by this Section 8.6 are cumulative and in addition to any other rights and remedies which the Buyer may have hereunder or at law or in equity.

(b) The parties hereto agree that, if any court of competent jurisdiction determines that a specified time period or any other relevant feature of Section 8.6(a) hereof is unreasonable, arbitrary or against public policy, then a lesser period of time or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.

(c) As used in this Agreement, “ Controlled Affiliates ” means any Person controlled by any Seller, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

A RTICLE 9

M ISCELLANEOUS

9.1 Confidentiality . The parties hereby ratify and affirm the Confidentiality Agreement and incorporate its provisions herein such that all confidential information received by Buyer in connection with the transaction hereunder shall be governed by the terms of the Confidentiality Agreement; provided , however , that upon the Closing,

the Confidentiality Agreement shall be terminated and have no further force and effect. From and after the Closing Date, Sellers shall not and shall cause their directors, officers, employees and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Buyer or use or otherwise exploit for their own benefit or for the benefit of anyone other than Buyer, any Confidential Information (as defined below). Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Rules; provided , however , that in the event disclosure is required by applicable Rules, Sellers shall, to the extent reasonably possible, provide Buyer with prompt notice of such requirement prior to making any disclosure so that Buyer may seek an appropriate protective order. For purposes of this Section 9.1 , “ Confidential Information ” means any information with respect to the Company or any of the Subsidiaries, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “ Confidential Information ” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.

9.2 Notices, Consents, etc . Any notices, consents or other communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally; (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested; (c) delivered by a recognized overnight courier service; or (d) sent by facsimile transmission to the parties at the addresses as set forth below or at such other addresses as may be furnished in writing. Date of service of such notice shall be deemed to be (w) the date such notice is personally delivered; (x) three (3) days after the date of mailing if sent by certified or registered mail; (y) one (1) day after date of delivery to the overnight courier if sent by overnight courier; or (z) the next succeeding Business Day after transmission by facsimile.

If to Sellers:

c/o Bertram Capital Management, LLC

800 Concar Drive, Suite 100

San Mateo, CA 94402

Attn.: Jeffrey M. Drazan

Fax: (650) 358-5001

with a copy to:

Hirschler Fleischer, PC

The Edgeworth Building

2100 East Cary Street

P.O. Box 500

Richmond, Virginia 23223 (mail 23218-0500)

Attn.: Andrew M. Lohmann, Esquire

Fax: (804) 644-0957

If to Buyer:

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

Attn: Robert Veillette

Vice President, General Counsel & Secretary

Fax: (440) 892-9253

with a copy to:

Jones Day

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Attn.: James P. Dougherty

Fax: (216) 579-0212

9.3 Amendment and Waiver . This Agreement may be amended, or any provision of this Agreement may be waived, provided that any such amendment or waiver will be binding on Buyer only if such amendment or waiver is set forth in a writing executed by Buyer, and provided that any such amendment or waiver will be binding upon Sellers only if such Amendment or waiver is set forth in a writing executed by Sellers. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach.

9.4 Documents . Each party will execute all documents and take such other actions as any other party may reasonably request in order to consummate the transactions provided for herein and to accomplish the purposes of this Agreement.

9.5 Counterparts . This Agreement may be executed in two or more counterparts (including by means of telecopied, facsimile or pdf signature pages), any one of which need not contain the signatures of more than one party and all of which together shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other.

9.6 Expenses . Except as otherwise specifically provided herein, each of the parties shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement. Notwithstanding the above, Buyer shall be required to pay for all filing fees under the HSR Act and other Antitrust Laws, if a filing is required.

9.7 Choice of Law . This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of Delaware without giving effect to provisions thereof regarding conflict of laws.

9.8 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by either the Sellers or Buyer (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void.

9.9 Certain Rules of Construction .

(a) Unless the context of this Agreement otherwise requires, references in this Agreement to the plural include the singular and references to the singular include the plural. Additionally, whenever the context so requires, the masculine shall refer to the feminine and the neuter shall refer to the masculine or the feminine.

(b) Wherever any representation, warranty or other statement made in this Agreement is qualified by the phrases “to the knowledge of Sellers,” or “to Sellers’ knowledge” or “known to Seller” as well as similar words or phrases, such qualification shall mean the actual knowledge of the members of the Company’s and each Subsidiary’s Board of Directors or Board of Managers, as applicable, and Gary Edwards, David Hawkins, Dan Kelm, Robert Deitrick and Andrei Stapinoiu, in each case after reasonable inquiry.

(c) The normal rules of construction that require the terms of an agreement to be construed most strictly against the drafter of such agreement are hereby waived since each party has been represented by counsel in the drafting and negotiation of this Agreement.

(d) The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation or construction of this Agreement.

(e) In addition to the words and terms elsewhere defined in this Agreement, certain capitalized words and terms used throughout this Agreement shall have the meanings given to them by the definitions and descriptions in this Section 9.9(e) unless the context or use indicates another or different meaning or intent.

“ Accounting Firm ” is defined in Section 2.3(e) .

“ Accounts Payable ” means all sums owed by the Company or any Subsidiary to trade creditors as determined in accordance with GAAP as of the Closing Date.

“ Accounts Receivable ” means all of the Company’s and its Subsidiaries’ accounts receivable as determined in accordance with GAAP as of the Closing Date; provided , that with respect to Premier, “Accounts Receivable” means all of Premier’s accounts receivable as determined in accordance with past practice, consistently applied.

“ Acquisition Agreements ” means (i) that certain Unit Purchase Agreement by and among Timothy Callahan, Christopher Curtin, Ronald Kuhnen and John Ulcej and the Company dated December 5, 2010 (the “ EDI Acquisition Agreement ”), and (ii) that certain Stock Purchase

Agreement by and among EDI LLC and the shareholders of Premier named therein dated March 8, 2012 (the “ Premier Acquisition Agreement ”).

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

“ Agreement ” is defined in the Preamble .

“ Allocable Percentage ” is defined in Section 2.1 .

“ Antitrust Laws ” means the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Rules that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

“ Audited Financial Statements ” is defined in Section 3.7 .

“ Balance Sheet ” is defined in Section 3.7 .

“ Balance Sheet Date ” is defined in Section 3.7 .

“ BGC I ” is defined in the Preamble .

“ BGC II ” is defined in the Preamble .

“ BGC II-A ” is defined in the Preamble .

“ Business Day ” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of Delaware.

“ Business Documents ” means all documentary information concerning the Company’s and each Subsidiaries’ respective businesses including all correspondence, customer records and information, sales and promotional materials, catalogs and advertising literature, blueprints, drawings and other technical papers and specifications, product research and test data, quality control records, service manuals, service bulletins, training materials, product bulletins, product information booklets, business plans, appraisals, maintenance, repair and asset history and appreciation records, and all OSHA and EPA files.

“ Buyer ” is defined in the Preamble .

“ Buyer Indemnified Party ” is defined in Section 8.2(a) .

“ Buyer Released Parties ” is defined in Section 8.5 .

“ Cash ” means all of the Company’s and Subsidiaries’ cash, cash equivalents, all restricted cash and marketable securities, in each case determined in accordance with GAAP. For the avoidance of doubt, (i) for purposes of determining whether the Company is delivered free of Cash pursuant to Section 2.2(a) , Cash will be calculated net of issued but uncleared checks and drafts and will include checks, other wire transfers and drafts deposited for the account of the Company on such date and (ii) any amount retained by the Company under the General Holdback Amount (as defined in the EDI Acquisition Agreement) with respect to a claim pursuant to Section 6.2(a)(iv) under the EDI Acquisition Agreement shall be retained by the Company through the Closing and shall not be deemed to be “Cash” for any purpose under this Agreement . For purposes of this Agreement “ free of Cash ” means Cash equal to zero dollars.

“ Change-in-Control Payments ” is defined in Section 2.1 .

“ Closing ” or “ Closing Date ” means the date on which the closing of the transactions hereunder occurs as specified in Section 7.1 .

“ Closing Indebtedness Amount ” is defined in Section 2.1 .

“ Closing Operating Working Capital ” is defined in Section 2.3(a) .

“ Closing Statement ” is defined in Section 2.3(d) .

“ Closing Statement Date ” is defined in Section 2.3(f) .

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

“ Common Shares ” is defined in Recital A .

“ Company ” is defined in Recital A .

“ Company Option ” or “ Company Options ” is defined in Section 1.2 .

“ Company Stock Plan ” means any stock option plan or other stock or equity-related plan of the Company.

“ Confidential Information ” is defined in Section 9.1 .

“ Confidentiality Agreement ” means that certain Confidentiality Agreement entered into between the Company and Buyer dated effective as of March 19, 2012.

“ Continuing Employee ” is defined in Section 8.4 .

“ Contracts ” means all contracts, agreements, instruments and commitments, whether written or oral, of whatsoever kind or nature related to the operation of the Company’s or a Subsidiary’s business and to which the Company or a Subsidiary is a party or by which the Company or a Subsidiary is bound, including all leases, loan agreements, indentures, promissory notes, conditional letters of credit, guarantees, indemnity agreements and surety arrangements, distributor or sales agreements, agreements with third parties who fulfill service or warranty

obligations on behalf of the Company or a Subsidiary and all agreements with suppliers or customers, including all sales, service and warranty agreements with customers.

“ Controlled Affiliates ” is defined in Section 8.6(c) .

“ Copyrights ” is defined in the definition of Intellectual Property in Section 9.9(e) .

“ Covered Matters ” means those matters set forth on Schedule 8.2(a) .

“ Disputed Items ” is defined in Section 2.3(e) .

“ Domestic Subsidiaries ” is defined in Recital B .

“ DMT Settlement Agreement ” means that certain Settlement Agreement and Mutual Release by and among EDI LLC, Andritz Biax SAS and certain other parties thereto, dated July 8, 2011.

“ EDI China ” is defined in Recital B .

“ EDI Germany ” is defined in Recital B .

“ EDI Japan ” is defined in Recital B .

“ EDI LLC ” is defined in Recital B .

“ Effective Date ” is defined in the Preamble .

“ Employee Benefit Plans ” is defined in Section 3.17(a) .

“ Environmental Costs and Liabilities ” means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person or in response to any violation or requirement of Environmental Law, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to any Environmental Law, Environmental Permit, Order or agreement with any Governmental Body or other Person, which relates to any environmental, health or safety condition, violation or requirement of Environmental Law or a release or threatened release of Hazardous Waste.

“ Environmental Law ” means any foreign, federal, state or local statute, regulation, ordinance, rule of common law or other legal requirement in effect relating to human health, land use, chemical substances in the environment and/or the protection of the environment or natural resources, or to pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act

(42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as each has been amended and the regulations promulgated pursuant thereto.

“ Environmental Permits ” means all Permits required by Environmental Laws.

“ Equipment ” means all of the Company’s and its Subsidiaries’ fixtures, equipment, machinery, parts, service and spare parts and supplies, tooling, jigs, patterns, molds, dies, computer hardware, set-up devices, robotics equipment, automobiles, trucks, forklifts, cranes, material handling systems, telephone systems, security systems, facsimiles, photocopiers and all other items of tangible personal property.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any entity that is a member of (A) a controlled group of corporations (as defined in Section 414(b) of the Code, (B) a group of trades or businesses under common control (as defined in Section 414(c) of the Code or an affiliated service group as defined in Section 414(m) of the Code or the regulations under Section 414(o) of the Code.

“ Escrow Agent ” is defined in Section 2.2(b) .

“ Escrow Agreement ” is defined in Section 2.2(b) .

“ Escrow Funds ” means the General Escrow Amount plus the Working Capital Escrow Amount as the same may be increased by investment earnings or decreased by investment losses or payments made in satisfaction of the Purchase Price adjustments owed to the Buyer and the indemnification obligations owed to Buyer Indemnified Parties from time to time.

“ Estimated Adjustment ” is defined in Section 2.3(c) .

“ Estimated Closing Operating Working Capital ” is defined in Section 2.3(b) .

“ Example Working Capital Calculation ” is defined in Section 2.3(b) .

“ Exchange Rate ” means the applicable exchange rate set forth in The Wall Street Journal (Northeast edition), or, if not reported therein, as reported by another authoritative journal of Buyer and Sellers joint election, in either case on the date that is two (2) Business Days before the Closing Date.

“ Excluded Representations ” is defined in Section 8.2(d) .

“ Financial Statements ” is defined in Section 3.7 .

“ Foreign Benefit Plan ” is defined in Section 3.17(m) .

“ Foreign Subsidiaries ” is defined in Recital B .

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or any successor authority) that are applicable as the date of determination as consistently applied by the Company.

“ General Escrow Amount ” is defined in Section 2.2(b) .

“ General Indemnity Cap ” is defined in Section 8.2(e)(ii) .

“ Governmental Body ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

“ Hazardous Waste ” means (A) hazardous materials, hazardous substances, extremely hazardous substances or hazardous wastes, as those terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. , the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. , and any other environmental and safety requirements under applicable Environmental Law; (B) petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (C) any radioactive material, including any source, special nuclear, or by-product material as defined in 42 U.S.C. § 2011 et seq. ; (D) asbestos in any form or condition; (E) chlorofluorocarbons in any form or condition; and (F) any other material, substance or waste to which liability or standards of conduct may be imposed under any environmental and safety requirements under applicable Environmental Law.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or any successor law, and regulations and rules issued pursuant thereto.

“ HSR Approval ” means either (1) the expiration of the waiting period required under the HSR Act, prior to the consummation of the transactions contemplated herein, or (2) the early termination of the waiting period required under the HSR Act.

“ Indebtedness ” means at a particular time, without duplication, with respect to the Company and its Subsidiaries on a consolidated basis, (i) any obligations under any indebtedness for borrowed money (including, without limitation, all principal, interest, premiums, penalties, fees, expenses, indemnities and brokerage costs), (ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any commitment which assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), (iv) any deferred purchase price for property or services (other than trade payables), including any “earnout,” “holdback” or similar payment, (v) any obligations under capitalized leases determined in accordance with GAAP or with respect to which such entity is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations such entity assures a creditor against loss, (vi) any indebtedness secured by a Lien on such entity’s assets, (vii) any obligations payable to any Person triggered by the consummation of the transactions contemplated hereunder,

(viii) any obligations under interest rate swap, hedging or similar agreements, and (ix) any liability of others described in the preceding clauses (i) through (viii) that the Company or any of the Subsidiaries has guaranteed. For the avoidance of doubt, Indebtedness will not include (A) any intercompany obligations between or among the Company or any of its Subsidiaries, or (B) any trade payables incurred in the Ordinary Course of Business that are reflected in the final Closing Statement.

“ Indemnified Party ” is defined in Section 8.2(c)(i) .

“ Indemnifying Party ” is defined in Section 8.2(c)(i) .

“ Indemnity Cap ” is defined in Section 8.2(e)(ii) .

“ Indemnity Threshold ” is defined in Section 8.2(e)(i) .

“ Intellectual Property ” means all intellectual property rights used by the Company or any Subsidiary arising from or in respect of the following, whether protected, created or arising under the laws of the United States or any other jurisdiction, and all rights to enforce and to collect damages for past, present and future violations of such rights: (i) all patents and applications therefor, including continuations, divisionals, continuation-in-part, or reissues of patent applications and patents issuing thereon (collectively, “ Patents ”), (ii) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names, corporate names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof (collectively, “ Marks ”), (iii) all copyrights and registrations and applications therefor, works of authorship and mask work rights (collectively, “ Copyrights ”), (iv) all discoveries, concepts, ideas, research and development, know-how, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, procedures, designs, drawings, specifications, databases, and other proprietary and confidential information, including customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals of the Company or any Subsidiary, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Copyrights or Patents (collectively, “ Trade Secrets ”), and (v) all Software and Technology of the Company.

“ Intellectual Property Licenses ” means (i) any grant to a third Person of any right to use any of the Intellectual Property, and (ii) any grant to the Company or any Subsidiary of a right to use a third Person’s intellectual property rights which is necessary for the use of any Intellectual Property.

“ Inventory ” means all raw materials, work in process and finished goods inventory of the Company and any Subsidiary.

“ KG ” is defined in Recital B .

“ Leased Real Property ” is defined in Section 3.9(b) .

“ Leases ” is defined in Section 3.9(b) .

“ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or proceedings by or before a Governmental Body.

“ Liability ” means any liability or obligation of any kind or nature whatsoever of the Company or any Subsidiary, whether accrued, absolute, contingent or otherwise, whether known or unknown, asserted or unasserted, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise.

“ Liens ” means any claims, liens, charges, restrictions, options, preemptive rights, mortgages, hypothecations, assessments, pledges, servitudes, easements, encumbrances or security interests of any kind or nature whatsoever.

“ Losses ” means all Liabilities, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or reasonable costs or reasonable expenses of any and all investigations, proceedings, judgments, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts).

“ Lower Collar Amount ” is defined in Section 2.3(a) .

“ Management GmbH ” is defined in Recital B .

“ Marks ” is defined in the definition of Intellectual Property in Section 9.9(e) .

“ Material Adverse Effect ” means, with respect to a Person, a material adverse effect on or change in the (i) business, assets, liabilities, condition (financial or otherwise), employees, or results of operations of the applicable Person, or (ii) ability of such Person to perform its obligations under this Agreement or any agreement entered into in connection herewith or to consummate the transactions contemplated hereby or thereby in all material respects, but shall not include any effect arising from (x) changes in general industry conditions for the industry in which such Person conducts business or changes in the U.S. economy generally, including as a result of acts of war or terrorism, changes in GAAP, and changes in law or regulations, in each case which do not affect such Person in a manner materially different from other Persons in such industry or (y) changes resulting from the fact that the transactions contemplated by this Agreement have been publicly disclosed or are otherwise known to a Person.

“ Material Contracts ” means any Contract:

(i) between, on the one hand, the Company or any Subsidiary, and, on the other hand, a Significant Customer, requiring payments to the Company or the applicable Subsidiary in excess of $50,000;

(ii) between, on the one hand, the Company or any Subsidiary, and, on the other hand, a Significant Supplier, requiring payments to such Significant Supplier in excess of $50,000;

(iii) that may give rise to Liabilities, revenues or benefits exceeding $50,000 (or the equivalent value in the applicable currency) annually to the Company or any

Subsidiary but excluding customer Contracts and supplier Contracts. In the event the value of the annual Liabilities, revenues or benefits to the Company or any Subsidiary are not readily determinable, whether a Contract gives rise to Liabilities, revenues or benefits exceeding $50,000 annually to the Company or any Subsidiary shall be determined based on the Liabilities, revenues or benefits to the Company or applicable Subsidiary during the 2011 calendar year.;

(iv) evidencing Indebtedness of the Company or any Subsidiary;

(v) for the cleanup, abatement or other actions in connection with any Hazardous Waste, the remediation of any existing environmental Liabilities, the violation of any Environmental Laws or relating to the performance of any environmental audit or study, excluding, however, provisions in customer Contracts in the Ordinary Course of Business;

(vi) under which the consequences of a default or termination could have a Material Adverse Effect on the Company or any Subsidiary;

(vii) with customers that are Governmental Bodies with gross purchases from the Company or any Subsidiary in excess of $250,000; or

(viii) with any Governmental Body or with any Person in connection with such Person’s contract with any Governmental Body (other than customer Contracts).

“ NASDAQ ” means the NASDAQ Stock Market operated by NASDAQ OMX Group, Inc.

“ Objections Statement ” is defined in Section 2.3(e) .

“ Operating Working Capital ” means (i) all current assets (excluding Cash, deferred income taxes, and any current assets relating to the manufacture of the Settlement Dies (as defined in the DMT Settlement Agreement) pursuant to the DMT Settlement Agreement) of the Company and its Subsidiaries as of the close of business on the Closing Date (but before taking into account the consummation of the transactions contemplated hereby), minus (ii) all current liabilities of the Company (excluding the Change-in-Control Payments, the Closing Indebtedness Amount, the Option Cancellation Payments, any accounts payable relating to the manufacture of the Settlement Dies (as defined in the DMT Settlement Agreement) pursuant to the DMT Settlement Agreement, and any other interest bearing liabilities) and its Subsidiaries as of the close of business on the Closing Date (but before taking into account the consummation of the transactions contemplated hereby), in each case calculated in accordance with and using the same line items and adjustments as set forth on the Example Working Capital Calculation. For the avoidance of doubt, the determination of the Purchase Price and the preparation of the Closing Statement will take into account only those components (i.e., line items) and adjustments reflected on the Example Working Capital Calculation and used in calculating the Upper Collar Amount and Lower Collar Amount. Further to the preceding sentence, the calculation of the Purchase Price will be determined, and any such calculations on the Closing Statement will be determined, in accordance with the Example Working Capital Calculation (and without any change in or introduction of any new reserves; provided the warranty reserves and any other reserves that are customarily adjusted by the Company or any Subsidiary in the Ordinary Course of Business shall be updated as of the Closing Date consistent with the same methodology used in determining such reserves), and without duplication

to any items counted in the computation of Seller Transaction Expenses. The parties agree that the purpose of preparing and calculating the Operating Working Capital hereunder is to measure changes in Operating Working Capital without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Example Working Capital Calculation. The determination of Operating Working Capital and the preparation of the Closing Statement will entirely disregard (A) any and all effects on the assets or liabilities of the Company and its Subsidiaries as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby, and (B) any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company and its Subsidiaries or their businesses or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities.

“ Option Cancellation Payments ” is defined in Section 1.2 .

“ Option Holder Escrow Funds ” is defined in Section 2.2(b) .

“ Option Termination Agreement ” is defined in Section 1.2 .

“ Order ” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

“ Ordinary Course of Business ” means, as applicable, the Company’s or its Subsidiaries’ ordinary course of business consistent with its respective past custom and practice.

“ Outside Closing Date ” is defined in Section 5.6(a)(ii) .

“ Patents ” is defined in the definition of Intellectual Property in Section 9.9(e) .

“ Permits ” means all permits, licenses, franchises and approvals of Governmental Bodies.

“ Permitted Liens ” means (i) Liens listed on Schedule 3.9(a) , (ii) liens for Taxes not yet due and payable or for Taxes being diligently contested in good faith through appropriate proceedings and for which adequate reserves according to GAAP have been established, (iii) purchase money liens and liens securing rental payments under capital lease arrangements, (iv) mechanics’, materialmen’s, and similar liens arising or incurred in the Ordinary Course of Business, and (v) liens on balances contained in the Subsidiaries’ deposit accounts supporting letters of credit issued in the Ordinary Course of Business.

“ Person ” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated association, corporation, entity or government (whether federal, state, county, city or otherwise, including any instrumentality, division, agency or department thereof).

“ Personal Property Leases ” is defined in Section 3.9(a) .

“ Plan Affiliate ” means, with respect to any Person, any other Person that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first Person or that is a member of the same “controlled group” as the first Person pursuant to Section 4001(a)(14) of ERISA.

“ Post-Closing Straddle Period ” is defined in Section 8.3(c) .

“ Pre-Closing Straddle Period ” is defined in Section 8.3(c) .

“ Pre-Closing Tax Period ” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

“ Premier ” is defined in Recital B .

“ Premier Financial Statements ” is defined in Section 3.7 .

“ Privilege Period ” is defined in Section 8.3(c) .

“ Products ” means any and all products developed, manufactured, marketed or sold by the Company or any Subsidiary, whether work in progress or in final form.

“ Purchase Price ” is defined in Section 2.1 .

“ Purchase Price Decrease Amount ” is defined in Section 2.3(a) .

“ Purchase Price Increase Amount ” is defined in Section 2.3(a) .

“ Registered IP ” is defined in Section 3.13(a) .

“ Release ” has the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), provided , however , that the exclusions in such statutory definition shall not apply.

“ Remedial Action ” means all actions to (i) clean up, remove, treat or in any other way address any Hazardous Waste; (ii) prevent the Release of any Hazardous Waste so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care; and (iv) to correct a condition of noncompliance with Environmental Laws.

“ Representatives ” is defined in Section 5.9(a) .

“ Rule ” or “ Rules ” means any laws, statutes, rules, regulations, orders, judgment, injunction, decree or other decision of any Governmental Body.

“ Schedule Supplement ” is defined in Section 5.9 .

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor law and regulations and rules pursuant thereto.

“ Sellers ” is defined in the Preamble .

“ Seller Indemnified Party ” is defined in Section 8.2(b) .

“ Seller Related Persons ” is defined in Section 8.5 .

“ Seller Related Person Claims ” is defined in Section 8.5 .

“ Seller Transaction Expenses ” means the third party fees and expenses (including legal, accounting, investment banking, advisory and other fees and expenses) payable by the Company or any of its Subsidiaries or Sellers arising from, incurred in connection with or incident to this Agreement and the transactions contemplated hereby, including bonuses, severance, termination, change-in-control, retention or other payments to directors, officers or employees made or triggered in connection with the transactions contemplated hereby other than the Change-in-Control Payments and the Option Cancellation Payments.

“ Seller Transaction Expenses Amount ” is defined in Section 2.1 .

“ Shares ” is defined in Recital A .

“ Significant Customer ” is defined in Section 3.23 .

“ Significant Supplier ” is defined in Section 3.23 .

“ Software ” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons-and icons; and (iv) all documentation including user manuals and other training documentation related to any of the foregoing.

“ Stockholder Vote ” is defined in Section 5.10 .

“ Straddle Period ” is defined in Section 8.3(c) .

“ Subsidiaries ” is defined in Recital B .

“ Subsidiary Shares ” is defined in Section 3.1 .

“ Survival Period ” is defined in Section 8.2(d) .

“ Tax ” or “ Taxes ” means (i) any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, ad valorem, escheat, unclaimed or abandoned property, severance, stamp, occupation, premium, profits, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, employment, unemployment, disability, payroll, license, employee or other withholding, or other tax, similar governmental fee or other like

assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any law or Governmental Body, whether disputed or not, (ii) any liability for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability for payment of such amounts was determined or taken into account with reference to the liability of any other Person, (iii) any liability for the payment of any amounts as a result of being a party to any tax sharing or allocation agreements or arrangements (whether or not written) or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person, and (iv) any liability for the payment of any of the foregoing types as a successor, transferee or otherwise.

“ Tax Deductions ” means any item of loss or deduction resulting from or attributable to (i) transaction bonuses, changes-in-control payments, severance payments, retention payments or similar payments made to employees or other service providers of the Company or any of its Subsidiaries, including but not limited to the Change-in-Control Payments; (ii) the fees, expenses and interest incurred by the Company or any Subsidiary with respect to the payment of any Indebtedness, including the Closing Indebtedness Amount; (iii) the amount of investment banking, legal and accounting fees and expenses paid or payable by the Company or any of its Subsidiaries; and (iv) the amount of any deduction for federal income Tax purposes as a result of the exercise or payment for cancellation of employee or other compensatory options arising in connection with the transactions contemplated by this Agreement and as determined by Sellers in good faith, including but not limited to as a result of the Option Cancellation Payments.

“ Tax Documents ” is defined in Section 8.3(a) .

“ Tax Matter ” is defined in Section 8.3(f) .

“ Tax Returns ” means returns, declarations, elections, forms (including estimated Tax), reports, claims for refund, information returns or other documents (including any related or supporting schedules, supplements, attachments, statements or information) filed or issued, or required to be filed or issued, in connection with the determination, assessment or collection of any Taxes of any party or in connection with the administration of any laws, regulations or administrative requirements relating to any Taxes including any amendment thereof.

“ Technology ” means, collectively, all designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or relate to, or are used or useful in the design/development, reproduction, maintenance or modification of, any of the Products.

“ Trade Secrets ” is defined in the definition of Intellectual Property in Section 9.9(e) .

“ Transaction Documents ” means all agreements, documents, instruments, and certificates contemplated by this Agreement or being executed or delivered pursuant to or in connection with the consummation of the transactions contemplated by this Agreement, including this Agreement.

“ Transfer Taxes ” is defined in Section 8.3(d) .

“ Unaudited Financial Statements ” is defined in Section 3.7 .

“ Upper Collar Amount ” is defined in Section 2.3(a) .

“ Working Capital Collar ” is defined in Section 2.3(a) .

“ Working Capital Escrow Amount ” is defined in Section 2.2(b) .

9.10 Entire Agreement . The Transaction Documents, the Preamble , the Recitals and all the Schedules and Exhibits attached to this Agreement (all of which shall be deemed incorporated in the Agreement and made a part hereof) and the Confidentiality Agreement set forth the entire understanding of the parties with respect to the subject matter hereof, and shall not be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection with the negotiation of the terms hereof.

9.11 Third Parties . Except as expressly set forth herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person or entity, other than the parties to this Agreement and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

9.12 Specific Performance . The parties acknowledge and agree that the breach of this Agreement by Sellers, on the one hand, and Buyer, on the other hand, would cause irreparable damage to other party for which there would be no adequate remedy at law. Therefore, the obligations of the parties under this Agreement shall be enforceable by injunctive relief to restrain a breach or threatened breach, or by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.

9.13 Severability . If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or 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 parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(Remainder of Page Intentionally Left Blank; Signature Page Follows.)

I N W ITNESS W HEREOF , the parties have executed this Stock Purchase Agreement as of the Effective Date.

S ELLERS :

B ERTRAM G ROWTH C APITAL I, L.P.,

a Delaware limited partnership

By:

Bertram Growth Capital I (GP), L.P.,

a Delaware limited partnership

Its:

General Partner

By:

Bertram Growth Capital I (GPLLC), L.L.C.,

a Delaware limited liability company

Its:

General Partner

By:

Name:

Title:

B ERTRAM G ROWTH C APITAL II, L.P.,

a Delaware limited partnership

By:

Bertram Growth Capital II (GP), L.P.,

a Delaware limited partnership

Its:

General Partner

By:

Bertram Growth Capital II (GPLLC), L.L.C.,

a Delaware limited liability company

Its:

General Partner

By:

Name:

Title:

B ERTRAM G ROWTH C APITAL II-A, L.P.,

a Delaware limited partnership

By:

Bertram Growth Capital II (GP), L.P.,

a Delaware limited partnership

Its:

General Partner

By:

Bertram Growth Capital II (GPLLC), L.L.C.,

a Delaware limited liability company

Its:

General Partner

By:

Name:

Title:

[Signature Page – Stock Purchase Agreement]


C OMPANY :						EDI H OLDINGS , I NC . ,
						a Delaware corporation

						By:
						Name:
						Title:

B UYER :						Nordson Corporation
						an Ohio corporation

						By:
						Name:
						Title:

[Signature Page – Stock Purchase Agreement]

EXHIBIT 10.2

EXECUTION

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

XALOY SUPERIOR HOLDINGS, INC.

NORDSON CORPORATION

BUCKEYE MERGER CORP.

AND

SELLERS’ REPRESENTATIVE

DATED AS OF JUNE 2, 2012

TABLE OF CONTENTS


		Page
LIST OF EXHIBITS AND SCHEDULES			IV

ARTICLE 1 DEFINITIONS			2

1.1	D EFINITIONS		2
1.2	C ROSS R EFERENCES		8

ARTICLE 2 THE MERGER			10

2.1	T HE M ERGER		10
2.2	T HE C LOSING AND THE E FFECTIVE T IME		10
2.3	E FFECT OF THE M ERGER		11
2.4	C ERTIFICATE OF I NCORPORATION , B YLAWS AND B OARD OF S URVIVING C ORPORATION		11
2.5	E FFECT OF THE M ERGER ON THE C OMPANY C APITAL S TOCK AND THE C APITAL S TOCK OF M ERGER S UB		11
2.6	M ECHANISM OF P AYMENT AND D ELIVERY OF C ERTIFICATES		12
2.7	S PECIAL O PTION R EPLICATION B ONUS P AYMENTS ; W ARRANTS		14
2.8	N O F URTHER O WNERSHIP R IGHTS IN THE C OMPANY C APITAL S TOCK		14
2.9	R EPAID I NDEBTEDNESS ; C OMPANY T RANSACTION E XPENSES		14
2.10	D ISSENTING S HARES		15
2.11	W ORKING C APITAL AND C ASH A DJUSTMENT		15

ARTICLE 3 CONDITIONS TO CLOSING; CLOSING DELIVERIES			18

3.1	G ENERAL C ONDITIONS		18
3.2	C ONDITIONS TO THE O BLIGATIONS OF THE C OMPANY		18
3.3	C ONDITIONS TO P URCHASER ’ S O BLIGATIONS		18
3.4	C LOSING D ELIVERIES		19

ARTICLE 4 COVENANTS PRIOR TO CLOSING			21

4.1	A FFIRMATIVE C OVENANTS		21
4.2	N EGATIVE C OVENANTS		21
4.3	E XCLUSIVITY		23
4.4	R EASONABLE B EST E FFORTS		24
4.5	R EGULATORY A PPROVAL		24
4.6	280G C OVENANT		25

ARTICLE 5 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP			25

5.1	O RGANIZATION AND P OWER		25
5.2	A UTHORIZATION		26
5.3	C APITALIZATION ; S UBSIDIARIES		26
5.4	A BSENCE OF C ONFLICTS		27


5.5	F INANCIAL S TATEMENTS	28
5.6	A BSENCE OF C ERTAIN D EVELOPMENTS	28
5.7	R EAL P ROPERTY	29
5.8	T ITLE TO T ANGIBLE A SSETS	30
5.9	C ONTRACTS AND C OMMITMENTS	30
5.10	P ROPRIETARY R IGHTS	32
5.11	G OVERNMENTAL L ICENSES AND P ERMITS	33
5.12	L ITIGATION ; P ROCEEDINGS	33
5.13	C OMPLIANCE WITH L AWS	33
5.14	E MPLOYEES	33
5.15	E MPLOYEE B ENEFIT P LANS	34
5.16	T AX M ATTERS	37
5.17	B ROKERAGE	38
5.18	A FFILIATE T RANSACTIONS	39
5.19	E NVIRONMENTAL M ATTERS	39
5.20	B ANK A CCOUNTS	40
5.21	A CCOUNTS R ECEIVABLE	40
5.22	C ERTAIN P AYMENTS	40
5.23	I NSURANCE	40
5.24	C USTOMERS AND S UPPLIERS	41
5.25	S TOCKHOLDER A PPROVAL	41
5.26	D ISCLAIMER	41

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB		42

6.1	O RGANIZATION AND P OWER	42
6.2	A UTHORIZATION	42
6.3	A BSENCE OF C ONFLICTS	42
6.4	G OVERNMENTAL A UTHORITIES AND C ONSENTS	43
6.5	L ITIGATION	43
6.6	O WNERSHIP OF M ERGER S UB ; N O P RIOR A CTIVITIES	43
6.7	B ROKERAGE	43
6.8	F INANCING	43
6.9	D UE D ILIGENCE R EVIEW	44
6.10	R ESTRICTED S ECURITIES	44

ARTICLE 7 TERMINATION		44

7.1	T ERMINATION	44
7.2	E FFECT OF T ERMINATION	45

ARTICLE 8 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING		46

8.1	R ECOVERY FROM E SCROW ; I NDEMNIFICATION	46
8.2	M UTUAL A SSISTANCE	52
8.3	P RESS R ELEASE AND A NNOUNCEMENTS ; C ONFIDENTIALITY	52


8.4	E XPENSES	52
8.5	F URTHER A SSURANCES	53
8.6	T RANSFER T AXES ; R ECORDING C HARGES	53
8.7	D IRECTORS AND O FFICERS I NSURANCE	53
8.8	T AX M ATTERS	54
8.9	D ISPUTES ; A RBITRATION P ROCEDURE	56
8.10	S ELLERS ’ R EPRESENTATIVE	57

ARTICLE 9 MISCELLANEOUS		57

9.1	Amendment and Waiver	58
9.2	N OTICES	58
9.3	A SSIGNMENT	58
9.4	S EVERABILITY	59
9.5	N O S TRICT C ONSTRUCTION	59
9.6	C APTIONS	59
9.7	T HIRD -P ARTY B ENEFICIARIES	59
9.8	C OMPLETE A GREEMENT	59
9.9	C OUNTERPARTS	60
9.10	G OVERNING L AW AND J URISDICTION	60
9.11	A TTORNEY -C LIENT P RIVILEGE AND C ONFLICT W AIVER	60
9.12	W AIVER OF J URY T RIAL	60
9.13	S PECIFIC P ERFORMANCE	61

iii

LIST OF EXHIBITS AND SCHEDULES


Exhibits
Exhibit A		Form of Escrow Agreement
Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F		Form of Certificate of Merger Form of Distribution Waterfall Schedule Form of Letter of Transmittal Form of Purchaser Closing Certificate Form of Company Closing Certificate
Exhibit G		List of Resigning Directors, Managers, and Officers
Exhibit H		Form of Letter of Resignation
Exhibit I Exhibit J		Form of Special Option Replication Bonus Payments Release Form of Non-Solicitation Agreement


Schedules		Referenced in:
Distribution Waterfall Schedule		Section 1.1
Governmental Licenses Schedule		Sections 1.1 and 5.11
Permitted Liens Schedule		Section 1.1
Proprietary Rights Schedule		Section 1.1 and 5.10
Special Option Replication Bonus Payments Schedule		Sections 1.1, 2.7(a) and 3.4(b)
Tax Benefit Schedule		Section 1.1
Working Capital Schedule		Sections 1.1 and 2.11(b)
Repaid Indebtedness Schedule		Section 2.5(a), 2.9 and 3.4(a)
Transaction Expense Schedule		Section 2.5(a), 2.9 and 3.4(a)
Estimated Working Capital Statement Schedule		Section 2.11(a)
Key Employees Schedule		Section 4.1(b)
Negative Covenants Schedule		Section 4.2
Contracts Schedule		Section 4.2(n), 5.9(a) and 5.9(b)
Corporate Organization Schedule		Sections 5.1 and 5.3(b)
Capitalization Schedule		Section 5.3(a)
Subsidiaries Schedule		Section 5.3(b)
Material Restrictions Schedule		Sections 5.4
Financial Statements Schedule		Section 5.5
Developments Schedule		Section 5.6
Leased Real Property Schedule		Sections 5.7(a) and 5.7(c)
Owned Real Property Schedule		Sections 5.7(b) and 5.7(c)
Governmental Licenses Schedule		Section 5.11(a)
Litigation Schedule		Section 5.12


Compliance Schedule		Section 5.13
Employees Schedule		Section 5.14
Employee Benefits Schedule		Sections 5.15(a), 5.15(d), 5.15(g) and 5.9(a)
Taxes Schedule		Sections 5.16(a) and 5.16(b)
Brokerage Schedule		Section 5.17
Affiliate Transactions Schedule		Section 5.18
Environmental Schedule		Section 5.19
Bank Accounts Schedule		Section 5.20
Insurance Schedule		Section 5.25
Customers and Suppliers Schedule		Section 5.24
Purchaser Material Restrictions Schedule		Section 6.3
Purchaser Brokerage Schedule		Section 6.7
Sellers Schedule		Section 8.1(a)(i)

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of June 2, 2012, by and among Xaloy Superior Holdings, Inc., a Delaware corporation (the “ Company ”), Nordson Corporation, an Ohio corporation (“ Purchaser ”), Buckeye Merger Corp., a Delaware corporation (“ Merger Sub ”), and the Sellers’ Representative (as defined herein). Capitalized terms used in this Agreement without definition shall have the respective meanings given to such terms in Article 1 hereof.

WHEREAS, the board of directors of the Company (the “ Company Board ”), subject to the terms and conditions set forth herein, has (i) declared the advisability of this Agreement and approved and adopted this Agreement, and (ii) resolved to recommend approval and adoption of this Agreement by all of the holders of Company Capital Stock (as defined below);

WHEREAS, the board of directors of Merger Sub have (i) declared the advisability of this Agreement and (ii) approved and adopted this Agreement;

WHEREAS, Purchaser has adopted this Agreement in its capacity as the sole stockholder of Merger Sub;

WHEREAS, the Company Board and the board of directors of Merger Sub have approved the merger of Merger Sub with and into the Company, with the Company as the surviving corporation (the “ Surviving Corporation ”), upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the Delaware General Corporation Law (“ DGCL ”), whereby (i) each issued and outstanding share of Preferred Stock, par value $0.001 (the “ Preferred Stock ”), and (ii) each issued and outstanding share of Common Stock, par value $0.001 per share (the “ Common Stock ” and together with the Preferred Stock, the “ Company Capital Stock ”) of the Company (other than the Company Capital Stock to be canceled pursuant to Section 2.5(c) and the Dissenting Shares (as defined in Section 2.10(a) )) shall be converted into the right to receive a portion of the Merger Consideration (as defined herein) upon the terms and subject to the conditions set forth herein and based upon the applicable liquidation preferences and other rights, preferences and privileges of such class of the Company Capital Stock as set forth in the Company Charter;

WHEREAS, following the execution of this Agreement, the Company shall obtain, in accordance with Section 228 of the DGCL and its certificate of incorporation and bylaws, a written consent of Stockholders holding at least 90 percent of the outstanding voting Company Capital Stock approving this Agreement, the Merger and the other transactions contemplated hereby in accordance with Section 251 of the DGCL (the “ Written Consent ”);

WHEREAS, the Company, Merger Sub and Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and also to prescribe various conditions to the Merger, as set forth in, and subject to the provisions of, this Agreement; and

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions . As used in this Agreement, the following terms have the meanings set forth below.

“ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by Contract or otherwise.

“ Business ” means the Company Group’s businesses of developing, manufacturing, servicing, repairing and marketing barrels, screws, melt pumps, screen changers, heat transfer rolls, valves and front end components, jet cleaners, and pelletizers for plastics injection molding and extrusion manufacturing equipment.

“ Business Day ” shall mean any day on which commercial banks are open for business in San Francisco, California.

“ Cash ” means (i) cash, cash equivalents and marketable securities, plus (ii) deposits in transit to the extent there has been a reduction of receivables on account thereof, plus (iii) petty cash, minus (iv) issued but uncashed checks issued by the Company or its Subsidiaries (provided, that if the sum of clauses (i) through (iii) is less than the amount in clause (iv), “Cash” shall be deemed to be $0 and the amount of such shortfall shall be deemed to be Indebtedness (without duplication of any amount included therein) for all purposes hereunder).

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

“ Company Charter ” means the amended and restated certificate of incorporation of the Company as currently in effect.

“ Company Group ” means the Company and its Subsidiaries.

“ Contract ” means any legally binding written or oral contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment, guarantee or arrangement.

“ Controlled Group ” means any trade or business (whether or not incorporated) (i) under common control within the meaning of Section 4001(b)(1) of ERISA with the Company or (ii) which together with the Company is treated as a single employer under Section 414(t) of the Code.

“ Distribution Waterfall ” is defined in, and shall be calculated in accordance with, the “ Distribution Waterfall Schedule ” attached hereto as Exhibit C , which shall be updated as necessary by the Company prior to the Closing.

“ Dollars ” or “ $ ”, when used in this Agreement or any other agreement or document contemplated hereby, means United States dollars unless otherwise stated.

“ Environment ” means soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata, ambient air, indoor air or indoor air quality, including any material or substance used in the physical structure of any building or improvement.

“ Environmental Laws ” means all applicable federal, state, local and foreign statutes, regulations, laws, common law, ordinances, codes, rules, requirements and legally binding judicial and administrative orders and determinations concerning pollution or protection of the Environment or protection of human health and safety with respect to Hazardous Materials, as the foregoing are enacted and in effect, on or prior to the Closing Date.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Escrow Agreement ” means the escrow agreement entered into on the Closing Date and attached hereto as Exhibit A .

“ Escrow Amount ” means a cash amount equal to $10,000,000.

“ GAAP ” means generally accepted accounting principles, consistently applied, in the United States and consistent with the Company Group’s and its Subsidiaries’ past practices.

“ Governmental Authority ” means any government, governmental agency, department, bureau, office, commission, authority, or instrumentality, or court of competent jurisdiction, in each case whether foreign, federal, state, or local.

“ Governmental Licenses ” means all permits, licenses, franchises, registrations, certificates, approvals, and other authorizations issued by or obtained from any Governmental Authority, including those listed on the “ Governmental Licenses Schedule ” attached hereto.

“ Hazardous Materials ” means any pollutant, toxic substance, including asbestos and asbestos-containing materials, hazardous waste, hazardous material, hazardous substance, contaminant, petroleum or petroleum-containing materials, radiation and radioactive materials, other harmful biological agents, and polychlorinated biphenyls as defined in, the subject of, or that give rise to liability under any Environmental Law.

“ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, together with all rules and regulations promulgated thereunder.

“ Indebtedness ” means, with respect to any Person at any date, without duplication: (a) any liability of such Person (i) for borrowed money (excluding any inter-company obligations,

any trade payables, accrued expenses, accounts payable and any other current liabilities), (ii) in respect of letters of credit, to the extent drawn, (iii) evidenced by a bond, note, debenture or similar instrument, (iv) for the payment of money relating to leases that are required to be classified as a capitalized lease obligation in accordance with GAAP, (v) for deferred purchase price obligations or earn-out obligations entered into in connection with any acquisition undertaken by such Person, or (vi) for dividends payable on preferred stock; (b) any liability of others (other than members of the Company Group) described in the preceding clause (a) that such Person has guaranteed, that is recourse to such Person or any of its assets or that is secured in whole or in part by the assets of such Person; and (c) any and all accrued interest, prepayment premiums, make whole premiums or penalties and fees associated with any of the foregoing. For the avoidance of doubt, none of the obligations under the retirement plans of the Company and its Subsidiaries shall be considered Indebtedness.

“ Initial Cash Merger Consideration ” means the Initial Merger Consideration, minus the Warrant Payments.

“ Initial Merger Consideration ” means (i) $200,000,000, plus (ii) the aggregate amount of all Estimated Cash held by the Company Group as of the close of business on the day prior to the Closing Date, minus (iii) the Transaction Expenses (to the extent not paid by the Company Group prior to the Closing), minus (iv) the Escrow Amount, minus (v) the Repaid Indebtedness (to the extent not paid by the Company Group prior to the Closing), (vi) plus the Tax Benefit, minus (vii) the amount, if any, by which Estimated Working Capital as of the close of business on the day prior to the Closing Date, as determined pursuant to Section 2.11(a) , is less than Target Working Capital (a “ Downward Closing Working Capital Adjustment ”), plus (viii) the amount, if any, by which Estimated Working Capital as of the close of business on the day prior to the Closing Date, as determined pursuant to Section 2.11(a) , is greater than Target Working Capital (an “ Upward Closing Working Capital Adjustment ”), minus (ix) the Sellers’ Representative Expense Fund, minus (x) the amount of Net Special Option Replication Bonus Payments.

“ Knowledge ” means in the case of Purchaser, the actual knowledge of the chief executive officer and president or chief financial officer (or persons serving in similar capacities) of such Person, without independent investigation, and means in the case of the Company, the actual knowledge of Ronald Auletta, Robert Kordenbrock, Bernd Hoehn and Teong Hiang Kong without independent investigation.

“ Law ” means any foreign, federal, state or local law (including common law), statute, code, or governmental ordinance, rule, or regulation, in each case, as promulgated by a Governmental Authority.

“ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits, proceedings or claims (including counterclaims) by or before a Governmental Authority.

“ Letter of Transmittal ” shall mean that certain Letter of Transmittal attached hereto as Exhibit D .

“ Liens ” means any mortgage, pledge, security interest, encumbrance, lien, easement, or charge or similar restrictions or limitations.

“ Material Adverse Effect ” means any event, circumstance, change, occurrence or effect (collectively, “ Events ”) that, individually, has a material and adverse effect upon the assets, liabilities, financial condition or operating results of the Company Group, taken as a whole; provided , however , that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: any adverse Event arising from or relating to (i) general business or economic conditions, including such conditions related to the Business which do not have a disproportionate impact on the Company Group when compared to other similarly situated businesses, (ii) the effect of any change that generally affects any industry in which any member of the Company Group operates which does not have a disproportionate impact on the Company Group when compared to other similarly situated businesses, (iii) any failure by any member of the Company Group to meet its internal financial projections (it being understood that the underlying cause of such failure to meet projections shall not be excluded by reason of this clause (iii)), (iv) national or international political or social conditions, including the engagement by the United States or any other country or group in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or any other country, or any of their respective territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States or any other country or group, (v) changes in GAAP, (vi) the financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (vii) changes in Law which do not have a disproportionate impact on the Company Group when compared to other similarly situated businesses, (viii) any “act of God,” including, but not limited to, weather, natural disasters and earthquakes or (ix) changes resulting from the announcement or pendency of this Agreement or the transactions contemplated hereunder.

“ Merger Consideration ” means an amount equal to (i) the Initial Merger Consideration, plus (ii) any payments required to be made to the Sellers’ Representative (for the benefit of the Sellers) pursuant to Section 2.11(d) , minus (iii) any payments to Purchaser pursuant to Section 2.11(d) .

“ Order ” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority having competent jurisdiction.

“ Permitted Liens ” means (i) mechanics’, materialmens’, carriers’, workmens’, repairmens’, contractors’ and warehousemens’ Liens arising or incurred in the ordinary course of business consistent with past practice and for amounts which are not delinquent and which would not, individually or in the aggregate, be material, and which do not result from a breach, default or violation of a Company Group entity of any Contract or Law, (ii) Liens for Taxes not yet due and payable or for Taxes that the taxpayer is diligently contesting in good faith by appropriate proceedings and for which adequate reserves according to GAAP, if required, have been established, (iii) purchase money Liens securing rental payments under capital lease arrangements, (iv) applicable Law or Orders, (v) Liens granted to any lender at the Closing in connection with any

financing by Purchaser of the transactions contemplated hereby; and (vi) any other Liens set forth on the “ Permitted Liens Schedule ”.

“ Permitted Real Property Liens ” means with respect to each parcel of Owned Real Property (i) real estate taxes, assessments and other governmental levies, fees or charges imposed with respect to such parcel which are not yet due and payable as of the Closing Date or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves according to GAAP, if required, have been established; (ii) mechanics’, landlord’s, carriers’, workmens’, repairmens’ or contractors’ Liens with respect to such parcel incurred in the ordinary course of business for amounts which are not delinquent and would not, individually or in the aggregate, be material (or any other Liens against which the Company Group’s title insurer shall be prepared to insure over at no cost to Purchaser and without reliance on any affidavits, indemnities or other undertakings from the Company Group); (iii) zoning, building and other land use laws imposed by any Governmental Authority having jurisdiction over such parcel (but not the violation of any such laws); (iv) easements, covenants, conditions, restrictions and other similar matters of record affecting title to such parcel which, individually or in the aggregate, do not interfere with the operation of the Business and do not materially impair the use, occupancy or value of such parcel; and (v) matters which would be disclosed on an accurate survey which, individually or in the aggregate, do not interfere with the operation of the Business and do not materially impair the use, occupancy or value of such parcel.

“ Person ” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, other entity or Governmental Authority.

“ Pre-Closing Tax Period ” means any taxable period ending on or before the Closing Date.

“ Proprietary Rights ” means (i) patents and patent applications; (ii) trademarks, service marks, trade names and trade dress, together with all goodwill associated therewith, and internet domain names; (iii) copyrights; (iv) trade secrets, know-how and confidential information; and (v) registrations and applications for any of the foregoing.

“ Purchased Proprietary Rights ” means all Proprietary Rights owned by the Company Group, together with all income, royalties, damages and payments due or payable as of the Closing or thereafter (including damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sue and collect damages for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world, and all copies and tangible embodiments of the foregoing, including the Proprietary Rights listed in the “ Proprietary Rights Schedule .”

“ Release ” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping of a

Hazardous Material into the Environment (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials).

“ Sellers ” means the Stockholders, Special Option Replication Bonus Payment recipients, and holders of Warrants.

“ Sellers’ Representative ” means Industrial Growth Partners III, L.P.

“ Special Option Replication Bonus Payments ” shall mean those special bonus arrangements established by the Company to replicate option-like payments to certain employees of the Company Group as described on the “ Special Option Replication Bonus Payments Schedule ”.

“ Stockholder ” means a holder of Company Capital Stock.

“ Subsidiary ” means, with respect to any Person, any partnership, limited liability company, corporation or other business entity of which (i) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.

“ Target Working Capital ” means $18,876,000.

“ Tax ” means (i) any foreign, federal, state or local income, gross receipts, franchise, estimated, alternative minimum, add on minimum, sales, use, transfer, ad valorem, real property gains, registration, value added, escheat, unclaimed or abandoned property, excise, natural resources, severance, stamp, occupation, profits, premium, windfall profit, environmental, real property, personal property, capital stock, social security, employment, unemployment, disability, payroll, withholding, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any law or taxing authority, whether disputed or not, (ii) any liability for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, (iii) any liability for the payment of any amounts as a result of being a party to any tax sharing or allocation agreements or arrangements or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person, excluding, in each case, any liability imposed under any contract executed in the ordinary course of business and not primarily related to Taxes, and (iv) any liability for the payment of any of the foregoing types as a successor, transferee or otherwise.

“ Tax Benefit ” is defined in, and shall be calculated in accordance with, the “ Tax Benefit Schedule ” attached hereto.

“ Tax Return ” means any return, declaration, statement, election, schedule, form, report, claim for refund, information return or other document (including any related or supporting schedule, supplement, attachment, statement or information) in each case related to Taxes of any member of the Company Group, including any amendment thereof.

“ Transaction Expenses ” means, collectively, the amount of (i) all unpaid fees, commissions, or expenses that have been incurred on or prior to the Closing Date on behalf of the Company Group in connection with the preparation, negotiation and execution of this Agreement and/or the consummation or performance of any of the transactions contemplated by this Agreement and the agreements contemplated hereby, including the fees and expenses of any broker, investment banker or financial advisor, and any legal, accounting and consulting fees and expenses, (ii) all fees payable by any member of the Company Group to any Seller or any Affiliates of a Seller in connection with this Agreement or the transactions contemplated hereby (other than the Special Option Replication Bonus Payments), and (iii) any change-in-control bonuses, retention or similar payments to directors, officers, employees and consultants of the Company Group payable as a result of or in connection with the consummation of the transactions contemplated hereby (other than the Special Option Replication Bonus Payments).

“ Warrant ” means each outstanding unexercised warrant to purchase shares of Company Capital Stock.

“ Working Capital ” is defined in, and shall be calculated in accordance with the formula, policies and procedures set forth on, the “ Working Capital Schedule ”.

1.2 Cross References . Each of the following terms shall have the meaning specified in the Section of this Agreement set forth opposite such term:


Term		Section
1933 Act		6.9
Accounting Arbitrator		2.11(c)(ii)
Actual Cash		2.11(b)
Actual Working Capital		2.11(b)
Agreement		Recitals
Antitrust Law		4.5(a)
Audited Financial Statements		5.5(a)
Business Customers		5.26
Business Suppliers		5.26
Certificates		2.6(b)
Certificate of Merger		2.2
Claim Notice		8.1(c)(i)
Closing		2.2
Closing Date		2.2
Common Stock		Recitals
Company		Recitals
Company Board		Recitals


Term		Section
Company Capital Stock		Recitals
Company Documents		5.2
Confidentiality Agreement		8.3
D&O Beneficiary		8.7
D&O Claim		8.7
D&O Insurance		8.7
DGCL		Recitals
Dispute Notice		2.11(c)(ii)
Dissenting Shares		2.10(a)
Downward Closing Working Capital Adjustment		1.1
Effective Time		2.2
Employee Plans		5.15(a)
Escrow Agent		2.5(a)(iv)
Estimated Cash		2.11(a)
Estimated Working Capital		2.11(a)
Events		1.1
Final Cash		2.11(c)(i), 2.11(c)(ii) and 2.11(c)(iii)
Final Initial Merger Consideration		2.11(d)
Final Working Capital		2.11(c)(i), 2.11(c)(ii) and 2.11(c)(iii)
Financial Statements		5.5
Fundamental Representations		8.1(a)(ii)
Fundamental Representations Cap		8.1(a)(iii)(A)
Indemnification Basket		8.1(a)(iii)(B)
Indemnification Cap		8.1(a)(iii)(A)
Indemnified Party		8.1(c)(i)
Indemnifying Party		8.1(c)(i)
Interim Financial Statements		5.5(b)
Lease		5.7(a)
Leased Real Property		5.7(a)
Litigation Conditions		8.1(c)(ii)
Loss		8.1(a)(i)
Merger		2.1
Merger Sub		Recitals
Outside Date		7.1(d)
Owned Real Property		5.7(b)
PBGC		8.11
Post-Closing Straddle Period		8.8(d)
Pre-Closing Straddle Period		8.8(d)
Preferred Stock		Recitals
Privilege Period		8.8(d)
Pro Rata Share		8.1(a)(i)
Purchaser		Recitals
Purchaser Indemnitees		8.1(a)(i)


Term		Section
Related Persons		5.18
Repaid Indebtedness		2.9
Seller Indemnitees		8.1(b)(i)
Sellers’ Representative Expense Fund		8.10
Stockholder Vote		4.6
Straddle Period		8.8(d)
Survival Date		8.1(a)(ii)
Surviving Corporation		Recitals
Stub Period Balance Sheet		5.5(b)
Third Party Claim		8.1(c)(i)
Upward Closing Working Capital Adjustment		1.1
WARN		5.14(b)
Warrant Payments		2.7(b)

ARTICLE 2

THE MERGER

2.1 The Merger . At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the Surviving Corporation and as a direct, wholly owned Subsidiary of Purchaser (the “ Merger ”).

2.2 The Closing and the Effective Time . The closing of the Merger (the “ Closing ”), will take place at the offices of Kirkland & Ellis LLP, 555 California Street, Suite 2700, San Francisco, California 94104, three (3) Business Days following the satisfaction or waiver of the conditions to Closing set forth in Sections 3.1 , 3.2 and 3.3 (other than the conditions that must be satisfied at the Closing) unless another time or place is mutually agreed upon in writing by Purchaser and the Company. The date upon which the Closing occurs shall be referred to herein as the “ Closing Date .” On the Closing Date, and upon the terms and subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger (the “ Certificate of Merger ”) in substantially the form attached hereto as Exhibit B , with the Secretary of State of the State of Delaware, as required by, and executed in accordance with, the applicable provisions of the DGCL (the time of such filing with the Secretary of State of the State of Delaware, or such later time as may be agreed upon in writing by Purchaser and the Company and specified in the Certificate of Merger, shall be referred to herein as the “ Effective Time ”).

2.3 Effect of the Merger . From and after the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement and the Company Documents, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

2.4 Certificate of Incorporation, Bylaws and Board of Surviving Corporation . As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub or the Company, the certificate of incorporation and the bylaws of the Surviving Corporation shall be the certificate of incorporation and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, until duly amended as provided therein or in accordance with applicable Laws. The board of directors of Merger Sub immediately prior to the Effective Time shall be the board of directors of the Surviving Corporation immediately after the Effective Time, each to hold such office in accordance with the provisions of the bylaws of the Surviving Corporation.

2.5 Effect of the Merger on the Company Capital Stock and the Capital Stock of Merger Sub .

(a) Effect on the Company Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of Company Capital Stock, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Section 2.5 and throughout this Agreement, will be canceled and extinguished and be converted automatically into the right to receive that portion of the Merger Consideration as set forth herein.

(i) Each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a portion of the Merger Consideration in accordance with the Distribution Waterfall.

(ii) For purposes of calculating the amount to be paid to each holder of Company Capital Stock at the Effective Time, the amounts described in this Section 2.5(a) shall be calculated assuming that the Merger Consideration is equal to the Initial Cash Merger Consideration, and shall be adjusted following the Closing as set forth herein. The amount to be paid to each holder of Company Capital Stock for each share of Company Capital Stock held shall be rounded down to the nearest whole cent.

(iii) All shares of Company Capital Stock, when canceled, extinguished and converted pursuant to this Section 2.5(a) , shall no longer be outstanding and shall automatically be canceled and retired, and each former holder of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the consideration provided for in this Section 2.5(a) .

(iv) At the Effective Time, Purchaser shall pay or cause to be paid by wire transfer of immediately available funds the following:

(A) all Repaid Indebtedness (to the extent not paid by the Company Group prior to the Closing), as set forth on “ Repaid Indebtedness Schedule ”, which schedule shall be delivered by the Company to Purchaser no later than two Business Days prior to the Effective Time and all Transaction Expenses (to the extent not paid by the Company Group prior to the Closing), as set forth on the “ Transaction Expense Schedule ”, which shall be updated as necessary by the Company to Purchaser no later than two Business Days prior to the Closing;

(B) the Escrow Amount to JPMorgan Chase Bank N.A., as escrow agent (the “ Escrow Agent ”), to an account designated by the Escrow Agent in writing not less than one (1) Business Day prior to the Closing Date;

(C) the Net Special Option Replication Bonus Payments to the Company for further payment to the persons entitled thereto pursuant to Section 2.7(a) ;

(D) on behalf of the Company, the Warrant Payments to the holders of Warrants entitled to receive Warrant Payments pursuant to Section 2.7(b) ;

(E) the Initial Cash Merger Consideration to the holders of Certificates pursuant to the terms of Section 2.6 ; provided , that to the extent that a Stockholder delivers a Letter of Transmittal and Certificate or a lost stock affidavit (as described in Section 2.6(d) ) to the Company prior to the Closing, that portion of the Initial Cash Merger Consideration payable to such Stockholder shall be paid to such Stockholder at the Closing pursuant to wire instructions provided by such Stockholder; and

(F) the Sellers’ Representative Expense Fund to the Sellers’ Representative pursuant to Section 8.10 .

(b) Capital Stock of Merger Sub . Each share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one share of the capital stock of the Surviving Corporation. Each share certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of the Surviving Corporation.

(c) Cancellation of Treasury Stock . Any Company Capital Stock that is owned by the Company and not issued and outstanding as of the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

2.6 Mechanism of Payment and Delivery of Certificates .

(a) At the Effective Time, Purchaser shall make the payments provided for in Section 2.5 of this Agreement.

(b) Except as otherwise set forth in Section 2.5(a)(iv)(E) , upon surrender to Purchaser of a certificate representing, immediately prior to the Effective Time, Company Capital Stock (“ Certificates ”), together with a Letter of Transmittal duly executed and completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive, within five (5) Business Days after such surrender, in exchange therefor, cash in an amount set forth in the Distribution Waterfall, which amounts shall be paid by Purchaser by check or wire transfer in accordance with the instructions provided by such holder. No interest or dividends will be paid or accrued on the consideration payable upon the surrender or transfer of any Certificate. If the consideration provided for herein is to be delivered in the name of a person other than the person in whose name the Certificate was surrendered, it shall be a condition of such delivery that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer. Until surrendered and exchanged in accordance with the provisions of this Section 2.6(b) , each Certificate (other than those representing Dissenting Shares or Company Capital Stock to be canceled pursuant to Section 2.5(c) ) shall represent, for all purposes, only the right to receive an amount in cash equal to the portion of the Merger Consideration payable in respect thereof pursuant to Section 2.5(a) in respect of the Company Capital Stock formerly evidenced by such Certificate, without any interest or dividends thereon.

(c) Neither Purchaser nor the Surviving Corporation shall be liable to a holder of Certificates or any other person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered or transferred by the date on which any Merger Consideration, dividends (whether in cash, stock or property) or other distributions with respect to Company Capital Stock in respect of such Certificate would otherwise escheat to or become the property of any foreign, federal, state or local governments or governmental agency, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto.

(d) In the event any Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit (in form and substance reasonably acceptable to Purchaser) of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed and the providing of a customary indemnity by such Person, the Company will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

(e) Each of the Surviving Corporation and Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Capital Stock or Warrants or to any recipients of the Special Option Replication Bonus Payments, or otherwise pursuant to this Agreement such amounts as may be required to be deducted or withheld with respect to the making of such payment under the Code, or any applicable provision of state, local or foreign tax Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate taxing authority by the Company, the Surviving Corporation or Purchaser, such amounts shall be treated for all purposes of this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

2.7 Special Option Replication Bonus Payments; Warrants .

(a) On the Closing Date, Purchaser shall deliver to the Company, by wire transfer of immediately available funds to an account designated by the Company at least two (2) business days prior to the Closing Date, an amount equal to the Special Option Replication Bonus Payments, less the portion of such payments which will be placed in escrow (the “ Net Special Option Replication Bonus Payments ”), as set forth in the Distribution Waterfall. The Company shall cause payment of the Net Special Option Replication Bonus Payments to be issued to each Special Option Replication Bonus Payment recipient as described on the “ Special Option Replication Bonus Payments Schedule ”, within two (2) business days after the Closing Date, subject to the withholding described below. The Company shall be entitled to deduct and withhold from the consideration otherwise payable or deliverable to any Special Option Replication Bonus Payment recipient pursuant to this Section 2.7(a) such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Law. If the Company so withholds such amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Special Option Replication Bonus Payment recipients in respect of which the Company made such deduction and withholding.

(b) At the Closing, each outstanding Warrant will, by virtue of the Closing and without further action on the part of the holder thereof, be cancelled and each outstanding Warrant will be converted into the right to receive an amount in cash (collectively, the “ Warrant Payments ”) equal to the amount attributable thereto, as set forth in the Distribution Waterfall. At the Effective Time and after the payment of the Warrant Payments, all Warrants shall terminate. In accordance with the provisions of this Agreement, at the Effective Time, Purchaser will pay or cause to be paid, on behalf of the Company, the Warrant Payments to the holders of Warrants entitled to receive Warrant Payments pursuant to this Section 2.7(b) .

2.8 No Further Ownership Rights in the Company Capital Stock . The portion of the Merger Consideration paid in respect of the surrender for exchange of the Company Capital Stock in accordance with the terms hereof shall be deemed to be full satisfaction of all rights pertaining to such Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of the Company Capital Stock which were outstanding immediately prior to the Effective Time.

2.9 Repaid Indebtedness; Company Transaction Expenses . It is contemplated by the parties that, upon the Closing, the Indebtedness of the Company Group set forth on the attached “ Repaid Indebtedness Schedule ” (to the extent not paid by the Company Group prior to the Closing) (the “ Repaid Indebtedness ”) will be fully repaid, and that such repayment will be paid by Purchaser pursuant to Section 2.5(a)(iv)(A) . In order to facilitate such repayment, no less than two (2) Business Days prior to the Closing, the Company Group shall obtain payoff letters for the Repaid Indebtedness, which payoff letters will be in a form reasonably satisfactory to Purchaser, Merger Sub and their financing sources. Subject to the satisfaction or waiver of the Company Group’s conditions, covenants and obligations to be satisfied prior to the Closing, in connection with the Closing, Purchaser shall make the payments referenced in such payoff letters on the Closing Date in order to discharge the Repaid Indebtedness covered thereby. In addition, it is contemplated by the

parties hereto that, upon the Closing, all of the Transaction Expenses set forth on the “ Transaction Expense Schedule ” (to the extent not paid by the Company Group prior to the Closing) will be fully paid, and that such payment will be paid by Purchaser pursuant to Section 2.5(a)(iv)(A) . Subject to the satisfaction or waiver of the Company Group’s conditions, covenants and obligations to be satisfied prior to the Closing, in connection with the Closing, Purchaser shall make payment of the Transaction Expenses on the Closing Date in order to discharge the amounts payable thereunder.

2.10 Dissenting Shares .

(a) Notwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by the holders of Company Capital Stock who shall have not voted in favor of the Merger and who shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL (collectively, the “ Dissenting Shares ”) shall not be converted into, or represent the right to receive, any portion of the Merger Consideration payable pursuant to the terms of this Agreement. Such holders of Company Capital Stock shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by the holders of Company Capital Stock who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive any portion of the Merger Consideration payable pursuant to the terms of this Agreement, without any interest thereon, upon surrender, in the manner provided herein, of the Certificate or Certificates that formerly evidenced such shares or the execution and delivery of a lost stock affidavit to the Company as set forth in Section 2.6(d) .

(b) The Company shall give (i) Purchaser and the Sellers’ Representative prompt written notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company and (ii) Purchaser the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

2.11 Working Capital and Cash Adjustment .

(a) Determination of Closing Adjustment . No later than three days prior to the Closing, the Company shall provide Purchaser with a statement of its good faith estimate of Working Capital (calculated consistently with the Target Working Capital, using the same accounting methods, policies, practices, procedures or estimation methods as those used for the purpose of determining the Target Working Capital) as of the close of business on the day prior to the Closing Date (“ Estimated Working Capital ”), its good faith estimate of the aggregate amount of all Cash of the Company Group as of the close of business on the day prior to the Closing Date (“ Estimated Cash ”) and the amount, if any, by which the Initial Merger Consideration is to be adjusted as a result thereof. A sample statement is set forth on the attached “ Estimated Working Capital Statement

Schedule .”

(b) Determination of Post-Closing Adjustment . As promptly as practicable after the Closing, but in no event later than forty-five (45) days following the Closing, Purchaser shall deliver to the Sellers’ Representative a statement of the actual Working Capital as of the close of business on the day prior to the Closing Date (“ Actual Working Capital ”) (prepared in accordance with the “ Working Capital Schedule ”) and a statement of the actual Cash of the Company Group as of the close of business on the day prior to the Closing Date (“ Actual Cash ”).

(i) No later than thirty (30) days following the delivery by Purchaser of the statements of Actual Working Capital and Actual Cash, the Sellers’ Representative shall notify Purchaser in writing whether it accepts or disputes the accuracy of the calculation of Actual Working Capital and Actual Cash. During such thirty (30) day period, the Sellers’ Representative and its agents shall be provided with such access to the financial books and records of the Company and its Subsidiaries pertaining to or used in connection with the calculation, determination, and preparation of the statements of Actual Working Capital and Actual Cash as is reasonably requested by the Sellers’ Representative to enable it to evaluate the calculations of Actual Working Capital and Actual Cash prepared by Purchaser. If the Sellers’ Representative accepts the calculation of Actual Working Capital and Actual Cash determined pursuant to Section 2.11(b) , or if the Sellers’ Representative fails within such thirty (30) day period to notify Purchaser of any dispute with respect thereto, then the calculation of Actual Working Capital determined pursuant to Section 2.11(b) , shall be the “ Final Working Capital ” and the calculation of Actual Cash determined pursuant to Section 2.11(b) , shall be the “ Final Cash ” which, in each case, shall deemed final and conclusive and binding upon all parties in all respects.

(ii) If the Sellers’ Representative disputes the accuracy of the calculation of Actual Working Capital or Actual Cash, the Sellers’ Representative shall provide written notice to Purchaser no later than thirty (30) days following the delivery by Purchaser to the Sellers’ Representative of the calculation of Actual Working Capital and Actual Cash (the “ Dispute Notice ”), setting forth in reasonable detail those items that the Sellers’ Representative disputes. During the thirty (30) day period following delivery of a Dispute Notice, Purchaser and the Sellers’ Representative shall negotiate in good faith to resolve their disagreements over the disputed items. During such thirty (30) day period and until the final determination of Final Working Capital and/or Final Cash in accordance with this Section 2.11(c)(ii) , the Sellers’ Representative and its agents shall be provided with such access to the financial books and records of the Company and its Subsidiaries pertaining to or used in connection with the calculation, determination, and preparation of the statement of Actual Working Capital or Actual Cash as it may reasonably request to enable it to address all matters set forth in any Dispute Notice. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, “ Final Working Capital ” and/or “ Final Cash ” shall be the amounts agreed upon by them. If the parties fail to resolve their differences over the disputed items within such thirty (30) day period, then Purchaser and the

Sellers’ Representative shall forthwith jointly request that a nationally recognized independent public accounting firm as shall be mutually agreed by the Purchaser and the Sellers’ Representative (the “ Accounting Arbitrator ”) make a binding determination as to the disputed items in accordance with this Agreement.

(iii) The Accounting Arbitrator will under the terms of its engagement have no more than thirty (30) days from the date of referral and no more than ten (10) Business Days from the final submission of information and testimony by Purchaser and the Sellers’ Representative within which to render its written decision with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice) and the final calculation of Actual Working Capital and/or Actual Cash shall be based solely on the resolution of such disputed items. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the maximum value for such item claimed by either party or less than the minimum value for such item claimed by either party. The decision of the Accounting Arbitrator shall be deemed final and binding upon the parties and enforceable by any court of competent jurisdiction and the Accounting Arbitrator’s final calculation of Actual Working Capital shall be deemed the “ Final Working Capital ” and/or the Accounting Arbitrator’s final calculation of Actual Cash shall be deemed the “ Final Cash .” The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and the Sellers’ Representative (on behalf of the Sellers and the Company), on the other, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Accounting Arbitrator.

(d) Payment following Calculation of Final Working Capital and Final Cash . Following the determination of the Final Working Capital and the Final Cash pursuant to Section 2.11(c) , the Initial Merger Consideration shall be recalculated substituting the Final Working Capital for the Estimated Working Capital in Section 1.1 and the Final Cash for the Estimated Cash in Section 1.1 (the “ Final Initial Merger Consideration ”) and if (after taking into account any Upward Closing Working Capital Adjustment or Downward Closing Working Capital Adjustment at the Closing) (A) the Final Initial Merger Consideration is greater than the Initial Merger Consideration on the Closing Date, then the Company shall pay to the Sellers’ Representative (for the benefit of the Sellers pursuant to the Distribution Waterfall) the amount of such difference by wire transfer of immediately available funds within five (5) Business Days after such determination; and (B) the Initial Merger Consideration on the Closing Date is greater than the Final Initial Merger Consideration, then the Merger Consideration shall be reduced by such deficiency and such amount shall be paid to Purchaser (in accordance with the immediately following sentence) within five (5) Business Days after such determination. Any payment to be made to Purchaser pursuant to this Section 2.11 shall be paid first from the then-available portion of the Sellers’ Representative Expense Fund (if any) and then any remaining balance shall be paid directly by the Sellers (in accordance with each Seller’s Pro Rata Share).

ARTICLE 3

CONDITIONS TO CLOSING; CLOSING DELIVERIES

3.1 General Conditions . The respective obligations of Purchaser, Merger Sub and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion ( provided , that such waiver shall only be effective as to the obligations of such party):

(a) no Law or Order shall have been enacted or entered into after the date hereof that would prevent the consummation of the Merger; and

(b) the applicable waiting periods under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated.

3.2 Conditions to the Obligations of the Company . The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions on or before the Closing Date:

(a) each of the representations and warranties set forth in Article 6 shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date), except where the failure of any such representations and warranties to be true and correct has not had, individually or in the aggregate, a material adverse effect on the ability of Purchaser or Merger Sub to consummate the transactions contemplated hereby; and

(b) Purchaser and Merger Sub shall have performed and complied with in all material respects all the covenants and agreements required to be performed and complied with by each of them under this Agreement prior to the Closing.

Any condition specified in this Section 3.2 may be waived by the Sellers’ Representative on behalf of the Company; provided , however , that no such waiver will be effective against the Company unless it is set forth in a writing executed by the Sellers’ Representative.

3.3 Conditions to Purchaser’s Obligations . The obligations of Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions on or before the Closing Date:

(a) each of the representations and warranties set forth in Article 5 shall be true and correct as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date), except where the failure of any such representations and warranties to be true and correct has not had, individually or in the aggregate, a Material Adverse Effect; provided , however , that the representations and warranties contained in (i) the first

sentence of Section 5.1 (Organization and Corporate Power), (ii) Section 5.3 (Capitalization; Subsidiaries), (iii) Section 5.17 (Brokerage) and (iv) Section 5.18 (Affiliate Transactions) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date);

(b) each member of the Company Group shall have performed and complied with in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing Date; and

(c) since the date of the Interim Financial Statements through and including the Closing Date, there has been no Event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Any condition specified in this Section 3.3 may be waived by Purchaser on behalf of Purchaser and Merger Sub; provided , however , that no such waiver shall be effective unless it is set forth in a writing executed by Purchaser.

3.4 Closing Deliveries .

(a) Deliveries by Purchaser and Merger Sub . On the Closing Date, Purchaser shall deliver, or cause to be delivered, to the Sellers’ Representative (or such other Person as set forth below) the following items:

(i) a certificate from an officer of each of Purchaser and Merger Sub in the form set forth as Exhibit E attached hereto, dated as of the Closing Date, certifying that the conditions specified in Sections 3.2(a) and 3.2(b) hereof have been satisfied;

(ii) a copy of the Escrow Agreement, duly executed by Purchaser;

(iii) the Initial Cash Merger Consideration to the Stockholders pursuant to Section 2.5(a)(iv)(E) ;

(iv) the Escrow Amount to the Escrow Agent;

(v) the Net Special Option Replication Bonus Payments to the Company;

(vi) the Warrant Payments to the holders of Warrants pursuant to Section 2.7(b) ;

(vii) Purchaser shall have paid, or caused to be paid, the Transaction Expenses set forth on the “ Transaction Expense Schedule ”;

(viii) Purchaser shall have delivered the Sellers’ Representative Expense Fund to the Sellers’ Representative;

(ix) Purchaser shall have paid, or caused to be repaid, the Repaid Indebtedness set forth on the “ Repaid Indebtedness Schedule ”;

(x) a copy of the non-solicitation agreement in the form attached hereto as Exhibit J (the “ Non-Solicitation Agreement ”), duly executed by Purchaser; and

(xi) a certificate signed by an officer of each of Purchaser and Merger Sub, respectively, certifying as to the minutes of the board of directors (or equivalent governing bodies) of each of Purchaser and Merger Sub authorizing the execution, delivery and performance of this Agreement, the other agreements contemplated hereby and the consummation of all transactions contemplated hereby and thereby.

(b) Deliveries by the Company . On the Closing Date, the Company shall deliver, or cause to be delivered, to Purchaser the following items:

(i) a certificate signed by an officer of the Company in the form set forth as Exhibit F attached hereto, dated as of the Closing Date, certifying that the conditions specified in Section 3.3(a) and 3.3(b) hereof have been satisfied;

(ii) certified copies of the resolutions duly adopted by the Company Board authorizing the execution, delivery and performance of this Agreement, the other agreements contemplated hereby and the consummation of all transactions contemplated hereby and thereby;

(iii) a duly executed copy of the Written Consent;

(iv) an affidavit issued to Purchaser by an officer of the Company as required by Treasury Regulation Section 1.1445-2(c)(3) certifying that the Company has not been a United States real property holding corporation (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith) at any time during the five year period ending on the Closing Date in form and substance reasonably satisfactory to Purchaser;

(v) a copy of the Escrow Agreement, duly executed by the Sellers’ Representative and the Escrow Agent;

(vi) written resignations of each director (or manager, as applicable) and officer of the Company and its Subsidiaries listed in Exhibit G , in their capacity as such, in the form attached hereto as Exhibit H ;

(vii) a release in the form attached hereto as Exhibit I , duly executed by each person entitled to a Special Option Replication Bonus Payment in accordance with the “ Special Option Replication Bonus Payments Schedule ”;

(viii) a copy of the Non-Solicitation Agreement, duly executed by Sellers’ Representative;

(ix) evidence of termination of the Management Services Agreement, dated September 8, 2008, by and between Xaloy Incorporated, Xaloy Holdings, Inc. and IGP

Industries, LLC, without further liabilities or obligations of the Company Group; and

(x) evidence that the Stockholder Vote described in Section 4.6 has occurred.

ARTICLE 4

COVENANTS PRIOR TO CLOSING

4.1 Affirmative Covenants . From the date hereof and prior to the earlier to occur of the Effective Time or the date that this Agreement is terminated in accordance with Article 7 , except as otherwise provided herein or as required by Law, the Company shall, and shall cause its Subsidiaries to:

(a) conduct its and their respective business only in the ordinary course of business consistent in all material respects with past practice;

(b) (i) cooperate with Purchaser in Purchaser’s investigation of the Business and its properties, and (ii) permit Purchaser and its authorized representatives, at the sole cost of Purchaser, to (A) have reasonable access to its and its Subsidiaries’ offices, premises (including the Leased Real Property and Owned Real Property), and books and records during normal business hours and with reasonable prior notice, (B) visit and visually inspect any of its and its Subsidiaries’ properties (including the Leased Real Property and Owned Real Property) during normal business hours and with reasonable prior notice, and (C) discuss its affairs, finances and accounts with the Company Group’s key employees identified on the “ Key Employees Schedule ”; provided , however , that Purchaser shall coordinate all contact with any of the key employees through the Company or its designee; provided , further , notwithstanding anything to the contrary in this Agreement, the Company Group shall not be required to disclose any information if such disclosure would (A) result in the waiver of any attorney-client or other legal privilege or (B) contravene any applicable Laws; and

(c) reasonably cooperate with Purchaser (with no out-of-pocket costs or expenses incurred by the Company or its Subsidiaries) in its undertakings to obtain estoppel certificates, nondisturbance agreements, collateral access agreements and lien waivers from the applicable landlords of the Leased Real Property, provide to Purchaser’s title insurer customary title affidavits, indemnities and other documentation from the Company or its Subsidiaries (as applicable) as is necessary for Purchaser to obtain title insurance with respect to the Owned Real Property and material Leased Real Property, subject only to Permitted Real Property Liens, and otherwise reasonably cooperate with Purchaser (with no out-of-pocket costs or expenses incurred by the Company or its Subsidiaries) with respect to any other real property related deliveries as may be reasonably required by Purchaser, its lender or title insurance company.

4.2 Negative Covenants . From the date hereof and prior to the earlier to occur of the Effective Time or the date that this Agreement is terminated in accordance with Article 7 , except as set forth on the “ Negative Covenants Schedule ,” as otherwise provided herein, or as required by

Law or Order, the Company shall not, and shall cause its Subsidiaries not to, without the consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):

(a) acquire any material properties or assets or sell, lease, assign, license, transfer, convey, or otherwise dispose of any of the material properties or assets (or any portion thereof) of the Company Group, other than (i) sales of inventory or obsolete assets or assets with no book value, or (ii) in the ordinary course of business consistent with past practice;

(b) (i) increase the coverage or benefits available under any (or create any new) Employee Plan or otherwise modify or amend or terminate any Employee Plan, (ii) make, grant or promise any bonus or any material wage or salary increase to any employee, officer or director, or (iii) make, grant or promise any other change in employment terms for any employee, officer or director, in each case other than (A) routine or annual wage increases and benefit plan adjustments in the ordinary course of business consistent with past practice, (B) pursuant to the terms of any Employee Plan or any collective bargaining agreement in effect prior to the date of this Agreement as required by Law, or (C) the hiring of a replacement employee in the ordinary course of business consistent with past practice to the extent that the compensation of such employee does not exceed 125% of the compensation previously paid for such position;

(c) issue, sell or deliver any of its or any of its Subsidiaries’ securities, securities convertible into equity securities or any options, warrants or other rights to purchase its or its Subsidiaries’ equity securities;

(d) other than Cash dividends, declare, set aside, make, pay or effect any recapitalization, reclassification, stock dividend (or other distribution or payment), stock split, combination or like change in its capitalization or amend the terms of any outstanding securities of the Company or any of its Subsidiaries;

(e) enter into or agree to enter into any merger or consolidation with any Person, invest in any Person, make a loan or advance to any Person (other than advances to employees with respect to business expenses in the ordinary course of business), or make a capital contribution to, or otherwise acquire the securities or a substantial portion of the assets of, any other Person;

(f) issue, create, incur, assume, endorse, guarantee or otherwise become liable or responsible with respect to any Indebtedness either involving more than $1,000,000 or outside the ordinary course of business consistent with past practice;

(g) cancel or compromise any material debt or claim or waive or release any material right of the Company or any of its Subsidiaries for consideration or requirement of payment in excess of $100,000, except in the ordinary course of business consistent with past practice;

(h) (i) make any change in the Tax reporting or accounting principles, practices or policies, including with respect to (A) depreciation or amortization policies or rates or (B) the payment of accounts payable or the collection of accounts receivable; (ii) settle or compromise any Tax liability; (iii) make, change or rescind any Tax election; (iv) consent to any extension or waiver

of the limitation period applicable to any claim or assessment in respect of income Taxes; or (v) amend any Tax Return;

(i) amend or authorize the amendment of its certificate of incorporation or bylaws (or equivalent organizational documents);

(j) authorize capital expenditures in excess of $250,000, other than amounts set forth in the Company Group’s capital expenditures budget in effect as of the date hereof;

(k) enter into any new lease, sublease, or other occupancy agreement in respect of real property;

(l) enter into, modify or terminate any Contract with any labor union or other labor or collective bargaining agreement of the Company or any of its Subsidiaries or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Company or any of its Subsidiaries;

(m) enter into any Contract that contains a “non-competition”, “exclusivity” or other similar provision that restrains, restricts, limits or impedes the ability of the Company or any of its Subsidiaries to compete with or conduct any business or line of business in any geographic area, or that prohibits or restricts the solicitation for employment of any persons (other than prohibitions and restrictions set forth in non-disclosure agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice);

(n) terminate, amend, restate, supplement or waive any rights under any (A) Contract set forth or required to be set forth on the “ Contracts Schedule ” other than in the ordinary course of business consistent with past practice, or (B) Governmental License;

(o) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; or

(p) institute or settle any Legal Proceeding (other than matters involving the payment with respect to such matter of $250,000 or less by the Company Group) or waive or release any right or claim against a third Person.

4.3 Exclusivity . During the period from the date of this Agreement through the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Article 7 , the Company will not, and will not permit any of its Affiliates, directors, officers, employees, representatives or agents to, directly or indirectly, (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of all or substantially all of the capital stock or assets of the Company Group taken as a whole (including any acquisition structured as a merger, consolidation, or share exchange) or (ii) enter into, maintain, or continue discussions or negotiations regarding, or furnish or disclose to any Person any information in connection with any acquisition of all or substantially all of the capital stock or assets of the Company Group taken as a whole (including any acquisition structured as a merger, consolidation, or share exchange), and the Company shall not enter into any letter of intent or purchase agreement, merger agreement or other

similar agreement with any Person other than Purchaser with respect to acquisition of all or substantially all of the capital stock or assets of the Company Group taken as a whole (including any acquisition structured as a merger, consolidation, or share exchange).

4.4 Reasonable Best Efforts . Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to satisfy the conditions to Closing set forth herein and to consummate the transactions contemplated hereby.

4.5 Regulatory Approval . Without limiting the generality of Section 4.4 :

(a) Subject to the terms and conditions of this Agreement, each party shall, and shall cause its Affiliates to, use its reasonable best efforts to (i) file (x) a Premerger Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within two (2) Business Days after the date hereof and (y) any other filing or notification required pursuant to any other competition or anti-trust related legal or regulatory requirements of foreign jurisdiction, commissions or governing bodies (“ Antitrust Law ”) with respect to the transactions contemplated hereby within five (5) Business Days after the date hereof; (ii) supply as promptly as practicable any additional information and documentary material that may be requested or required pursuant to any Antitrust Law, including the HSR Act; and (iii) request early termination of the initial waiting period under the HSR Act, and otherwise cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law as soon as practicable. Purchaser shall pay all filing fees required under the HSR Act or any other Antitrust Law.

(b) In connection with the efforts referenced in Section 4.4 and this Section 4.5 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act and any other Antitrust Law each of the parties shall use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry by a Governmental Authority; (ii) keep the other parties informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Authority regarding any of the transactions contemplated hereby; and (iii) to the extent permitted by Law, permit the other party to review any material communication given to it by, and consult with each other in advance of any meeting or conference with, any Governmental Authority. The foregoing obligations in this Section 4.5(b) shall be subject to the Confidentiality Agreement and any attorney-client, work product or other privilege.

(c) Without limiting the generality of Section 4.5(b) , if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any Legal Proceeding is instituted or threatened by any Governmental Authority challenging any of the transactions contemplated hereby as violative of any Antitrust Law or if a filing pursuant to Section 4.5(a) is reasonably likely to be rejected or conditioned by a Governmental Authority, then each of the parties shall use reasonable best efforts to resolve such objections or challenges as such Governmental Authority may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement as soon as practicable and in any event on or prior to

the Outside Date. Without limiting the generality of the foregoing, Purchaser shall promptly take and use reasonable best efforts to diligently pursue all actions necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Governmental Authority with jurisdiction over the enforcement of any applicable Law, including any Antitrust Law, regarding the legality of the Merger.

4.6 280G Covenant . Prior to the Closing Date, the Company shall submit to a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (a “ Stockholder Vote ”), the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment or benefit received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code. The Company shall use reasonable best efforts to obtain any required waivers, consents or agreements from the disqualified individual prior to the Stockholder Vote such that the vote shall establish the “disqualified individual’s” right to the payment or other benefit. At least two (2) Business Days before the Company provides the stockholders with any material necessary to comply with the Stockholder Vote, Purchaser and its counsel shall be given the right to review and comment on all documents related to the Stockholder Vote, including any disclosure documents and “disqualified individual” waivers. The Company shall incorporate into such documents any reasonable comments that are timely provided by Purchaser. Purchaser and its counsel shall be provided copies of all documents executed by the stockholders and disqualified individuals in connection with the vote.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP

As a material inducement to Purchaser and Merger Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company hereby represents and warrants to Purchaser and Merger Sub as of the date hereof as follows:

5.1 Organization and Power . The Company is a Delaware corporation duly organized, validly existing and in good standing under the DGCL. Except as set forth on the attached “ Corporate Organization Schedule ,” the Company is duly qualified to do business as a foreign entity and is in good standing under the Laws of each jurisdiction listed on the attached “ Corporate Organization Schedule ,” which jurisdictions constitute all of the material jurisdictions in which the ownership or operation of properties or the proper conduct of the Business requires the Company to be so qualified. The Company has all requisite power and authority to carry on the Business as now conducted. The Company has provided to Purchaser a complete and correct copy of the certificate of incorporation and bylaws (or equivalent organizational documents) of the Company and each of its Subsidiaries. Such organizational documents are in full force and effect.

5.2 Authorization . The Company has all requisite corporate power and authority to execute and deliver this Agreement, the other agreements contemplated hereby, and the certificate contemplated by Section 3.4(b)(i) (the “ Company Documents ”), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each of the Company Documents, the consummation of the Merger, and each of the transactions contemplated hereby or thereby have been duly and validly authorized and approved by the Company and no other act or proceeding on the part of the Company, the Company Board or the Stockholders is necessary to authorize or approve the execution, delivery or performance by the Company of this Agreement or any other agreement contemplated hereby or the consummation of any of the transactions contemplated hereby or thereby, other than obtaining the Written Consent. This Agreement has been, and each of the Company Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery of this Agreement and the other agreements contemplated hereby by the other parties hereto and thereto) this Agreement constitutes, and each of the Company Documents upon authorization, execution and delivery by the Company will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as the enforceability hereof or thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). On or prior to the date of this Agreement, the Company Board has, at a meeting duly called and held in which all directors were present, unanimously determined that this Agreement and the transactions provided for herein, including the Merger, are fair to and in the best interest of the Company and the Stockholders, and adopted resolutions by a unanimous vote (a) approving this Agreement, and (b) declaring this Agreement and the Merger advisable and directed that this Agreement be submitted to the Stockholders for their adoption, which resolutions have not been subsequently withdrawn or modified in any manner adverse to Purchaser.

5.3 Capitalization; Subsidiaries .

(a) The attached “ Capitalization Schedule ” accurately sets forth the authorized and outstanding capital stock of the Company and the name and number of shares of capital stock held by each Stockholder. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are validly issued, fully paid and nonassessable, are owned of record and beneficially by the Stockholders and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. Except for this Agreement and as may be set forth on the attached “ Capitalization Schedule ,” there are no outstanding options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which the Company is a party or which is binding upon the Company providing for the issuance, disposition or acquisition of any of its equity or any rights or interests exercisable therefor. There are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Company.

(b) The attached “ Subsidiaries Schedule ” sets forth a list of each of the Company’s Subsidiaries and, with respect to each of the Company’s Subsidiaries, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized capital stock and other equity interests, the number and class of shares and other equity interests thereof duly issued and outstanding, the names of all stockholders and other equity owners and the number of shares of stock and other equity interests owned by each stockholder and the amount of equity owned by each equity holder. Each of the Company’s Subsidiaries is a duly organized and validly existing corporation or other entity in good standing under the Laws of its respective jurisdiction of incorporation or formation as set forth on the “ Corporate Organization Schedule ”, and is duly qualified or authorized to do business as a foreign entity and is in good standing under the Laws of each jurisdiction listed on the attached “Corporate Organization Schedule”, which jurisdictions constitute all of the material jurisdictions in which the ownership or operation of properties or the proper conduct of the Business requires the Company’s Subsidiaries to be so qualified. Each of the Company’s Subsidiaries has all requisite power and authority necessary to own and operate its properties and assets and to carry on its businesses as presently conducted. The outstanding shares of capital stock or equity interests of each Subsidiary of the Company are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. All such shares or other equity interests represented as being owned by the Company or any of its Subsidiaries are owned by them free and clear of all Liens other than the Permitted Liens set forth and specifically identified on the “ Permitted Liens Schedule ”, except as set forth on the attached “ Subsidiaries Schedule .” There is no existing option, warrant, call, right or Contract to which any Subsidiary of the Company is a party requiring, and there are no convertible securities of any Subsidiary of the Company outstanding which upon conversion would require, the issuance of any shares of capital stock or other equity interests of any Subsidiary of the Company or other securities convertible into shares of capital stock or other equity interests of any Subsidiary of the Company. The Company does not own or hold, directly or indirectly, any capital stock, partnership interest, joint venture interest or equity interest or securities of, or the right to acquire any capital stock, partnership interest, joint venture interest or other equity interest in, any Person other than the Subsidiaries of the Company listed in the attached “ Subsidiaries Schedule .”

5.4 Absence of Conflicts .

(a) Except as set forth on the attached “ MATERIAL Restrictions Schedule ” the execution, delivery and performance by the Company of this Agreement and the Company Documents, the consummation of the Merger, and the consummation of each of the transactions contemplated hereby or thereby will not, assuming that the Written Consent is obtained, violate, conflict with, result in any material breach of, constitute or result in a material default under (with or without notice or lapse of time or both), result in any violation of, result in the creation of any material Lien (other than a Permitted Lien or any Lien related to Purchaser’s or Merger Sub’s credit facilities) upon any properties or assets of any member of the Company Group, result in the termination, cancellation or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, result in loss of a material benefit under, give rise to any obligation of the Company or its Subsidiaries to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or require any notice under, any provision

of (i) the Company Charter, the Company’s by-laws or any of the Company’s Subsidiaries’ articles of incorporation, by-laws or other organizational documents, (ii) any Contract required to be listed on the “ Contracts Schedule ” attached hereto or any Governmental License required to be listed on the “ Governmental Licenses Schedule ” to which the Company or any of its Subsidiaries is party or by which any of the properties or assets of the Company or any of its Subsidiaries are bound; (iii) any Order applicable to the Company or any of its Subsidiaries or any of the properties or assets of the Company or its Subsidiaries; or (iv) any applicable Law.

(b) Except as set forth on the attached “ MATERIAL Restrictions Schedule ”, no material authorization, consent, approval, exemption, waiver, Order, Governmental License or other material action by, authorization of, declaration or filing with, or notification to any Governmental Authority is required on the part of the Company or its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the Company Documents, the consummation of the Merger or the consummation of the transactions contemplated hereby or thereby (except for the filing and recordation of the Certificate of Merger as required by the DGCL and any such actions required by any Antitrust Law).

5.5 Financial Statements . The attached “ Financial Statements Schedule ” contains the following financial statements (the “ Financial Statements ”):

(a) the audited consolidated balance sheets of the Company Group as of December 31, 2010 and December 31, 2011, and the related audited consolidated statements of income, consolidated changes in stockholders’ equity and consolidated cash flows for the annual period then ended (the “ Audited Financial Statements ”); and

(b) the unaudited consolidated balance sheet of the Company Group as of April 30, 2012 (the “ Stub Period Balance Sheet ”) and the related consolidated unaudited statement of income and cash flows for the four (4) month period then ended (the “ Interim Financial Statements ”).

(c) The attached copies of the Financial Statements are accurate and complete in all material respects and the Financial Statements present fairly in all MATERIAL respects the financial condition, results of operations and cash flows of the Company Group (taken as a whole) throughout the periods covered thereby. The Audited Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods indicated, and the Interim Financial Statements have been prepared in accordance with GAAP (except that the Interim Financial Statements lack footnote disclosure and other presentation items and are subject to year-end adjustments).

5.6 Absence of Certain Developments . Except as set forth on the “ Developments Schedule ,” since December 31, 2011, no member of the Company Group has:

(a) suffered any Event that, individually or in the aggregate, has had or would reasonably be expected to have a MATERIAL ADVERSE EFFECT;

(b) sold, leased, assigned, licensed or transferred any of its MATERIAL assets or portion thereof (other than sales of inventory in the ordinary course of business, or sales of obsolete assets) or mortgaged, pledged or subjected them to any additional Lien, except for Permitted Liens;

(c) made any MATERIAL capital expenditures or commitments therefor, other than in a manner materially consistent with the Company Group’s existing budget for capital expenditures or in the ordinary course of business consistent with past practice;

(d) suffered any extraordinary casualty loss, except for any such casualty loss covered by insurance;

(e) created, incurred, assumed or guaranteed any Indebtedness either involving more than $1,000,000 or outside the ordinary course of business consistent with past practice, except, in any case, for borrowings from banks (or similar financial institutions) necessary to fund capital expenditures in a manner consistent with the Company Group’s existing budget for capital expenditures and ordinary working capital requirements;

(f) amended or authorized the amendment of its articles of incorporation, certificate of formation or similar governing documents;

(g) made any material change in the accounting methods or practices of the Company Group, except in so far as was required by a change in GAAP;

(h) acquired by merging or consolidating with, or by purchasing a substantial portion of the assets of, any Person or division thereof (other than inventory) or otherwise acquired or licensed any assets or properties (other than inventory or Proprietary Rights in the ordinary course of business consistent with past practice) that were MATERIAL to the Company Group taken as a whole; or

(i) committed or agreed to any of the foregoing.

5.7 Real Property .

(a) Leased Real Property . The attached “ Leased Real Property Schedule ” sets forth a true and complete list, including addresses, of all real property leased, subleased, licensed or operated through a use agreement by the Company or any of its Subsidiaries (the “ Leased Real Property ”). The Company has delivered to Purchaser a true and complete copy of the underlying lease or respective agreement with respect to each parcel of Leased Real Property (each, a “ Lease ”). Except as set forth in the attached “ Leased Real Property Schedule ”, with respect to each of the Leases: (i) such Lease is legal, valid, binding and enforceable against the Company or one of its Subsidiaries, as applicable, and is in full force and effect and has not been modified, (ii) the transactions contemplated hereby do not require the consent of any other party to such Lease and will not result in a breach of or default under such Lease, and (iii) the Company or its applicable Subsidiary is not, and to the Company’s Knowledge, no other party to a Lease is, in material breach or material default under any such Lease, and no event has occurred or circumstance exists which,

with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease.

(b) Owned Real Property . The “ Owned Real Property Schedule ” attached hereto sets forth the address of each parcel of real property owned, in whole or in part, by any member of the Company Group (collectively, the “ Owned Real Property ”). With respect to each parcel of Owned Real Property:

(i) a member of the Company Group owns good and marketable fee simple title to such parcel of real property, free and clear of all Liens, except Permitted Real Property Liens;

(ii) except as set forth in the “ Owned Real Property Schedule ,” no member of the Company Group has leased, licensed or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and

(iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.

(c) Real Property Used in the Business . The Leased Real Property identified on the attached “ Leased Real Property Schedule ” and the Owned Real Property identified on the attached “ Owned Real Property Schedule ” comprise all of the real property used in the operation of the Business.

5.8 Title to Tangible Assets . The Company Group owns good and valid title, free and clear of all Liens, other than Permitted Liens, to all of the material personal, tangible and intangible personal property and assets reflected on the Stub Period Balance Sheet.

5.9 Contracts and Commitments .

(a) The “ Contracts Schedule ” attached hereto lists all of the following Contracts to which any member of the Company Group is a party, which are currently in effect, and by which any of them or their respective assets or properties are bound:

(i) Contracts (or a group of related Contracts with the same party) which provide for the purchase of goods or services by any member of the Company Group, under which the undelivered balance of such products or services has a purchase price in excess of $250,000;

(ii) Contracts (or a group of related Contracts with the same party) which provide for the sale of products or services by any member of the Company Group, under which the undelivered balance of such products or services has a sale price in excess of $250,000 other than purchase orders for the purchase of inventory in the ordinary course of business;

(iii) Contracts relating to Indebtedness of any member of the Company Group, or under which any member of the Company Group has made advances or loans to any other

Person other than advances made to employees with respect to business expenses in the ordinary course of business consistent with past practice;

(iv) Contracts with dealers, distributors or sales representatives that cannot be terminated by a member of the Company Group on no more than 90 days’ notice without material expense;

(v) (A) Contracts relating to joint ventures, strategic alliances or partnerships; (B) Contracts for the sale of any of the MATERIAL assets of any member of the Company Group other than in the ordinary course of business consistent with past practice or for the grant to any Person of any preferential rights to purchase any of the assets of any member of the Company Group; and (C) Contracts for the acquisition (by merger, purchase of stock or assets or otherwise) by any member of the Company Group of any operating business or MATERIAL assets or the capital stock of any other Person, in each case, pursuant to which a member of the Company Group has any ongoing MATERIAL obligations or MATERIAL liabilities;

(vi) Contracts containing any “non-competition”, “exclusivity” or other similar provision that restrains, restricts, limits or impedes the ability of any member of the Company Group to compete in any line of business or with any Person in any geographical area or that prohibits or restricts the solicitation for employment of any persons (other than prohibitions and restrictions set forth in non-disclosure agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice);

(vii) Contracts relating to the licensing of Proprietary Rights by any member of the Company Group to a third party or by a third party to a member of the Company Group (excluding non-exclusive licenses entered into in the ordinary course of business);

(viii) (A) employment, consulting and non-competition Contracts with any employee, officer or consultant whose base annual compensation is equal to or greater than $100,000; (B) collective bargaining agreements or Contracts with any labor union or association representing any employee of any member of the Company Group; and (C) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth on the “ Employee Benefits Schedule ”; and

(ix) Contracts pursuant to which any member of the Company Group is a lessor of or permits any third party to hold or operate any property, personal or real, or is a lessee of, or holds or operates any personal property owned by another Person, for which the annual rental exceeds $250,000.

(b) Except as disclosed on the attached “ Contracts Schedule ”, (i) no Contract set forth or required to be set forth on the attached “ Contracts Schedule ” has been breached in any material respect by the member of the Company Group party thereto or, to the Company’s Knowledge, by the other party thereto (which has not been duly cured), or canceled by the other

party; (ii) no member of the Company Group is in receipt of any written claim of default dated less than three months prior to the date of this Agreement under any Contract listed or required to be listed on the “ Contracts Schedule ”; and (iii) each Contract listed or required to be listed on the attached “ Contracts Schedule ” is in full force and effect and is valid, binding and enforceable against the Company or one or more members of the Company Group, as applicable, except as such enforceability may be limited by (A) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (B) applicable equitable principles (whether considered in a proceeding at law or in equity). The Company has made available to Purchaser correct and complete copies of each Contract listed or required to be listed on the “ Contracts Schedule ”, together with all amendments, modifications or supplements thereto;

5.10 Proprietary Rights .

(a) The attached “ Proprietary Rights Schedule ” sets forth, with owner, countries, registration and application numbers and dates indicated, as applicable, and in the case of unregistered trademarks, country of use and date of first use, a complete and correct list of all the following owned by the Company: (1) patents and applications therefor; (2) registered copyrights and applications therefor; (3) registered trademarks, MATERIAL unregistered trademarks, and applications for registration of Trademarks; (4) software; and (5) Domain Name registrations and applications therefor. All fees associated with maintaining any Proprietary Rights required to have been set forth on the Proprietary Rights Schedule have been paid in full in a timely manner to the proper Governmental Authority.

(b) Except pursuant to a Contract set forth on the Contracts Schedule or as otherwise set forth on the attached “ Proprietary Rights Schedule ” and except for Contracts not to be disclosed under any of the foregoing schedules, all of the Proprietary Rights used by the Company Group in the conduct of its business or otherwise in its possession are owned by the Company Group and the Company Group has the right to use and possess such Proprietary Rights for the life thereof for any purpose, free from (1) any Liens (except for Permitted Liens) and (2) any requirement of any past, present or future royalty payments, license fees, charges or other payments or conditions. Except pursuant to a Contract set forth on the Contracts Schedule, the Company Group has not licensed or otherwise granted any right to any Person under any Proprietary Rights (excluding non-exclusive licenses to customers entered into in the ordinary course of business) or has otherwise agreed not to assert any such Proprietary Rights against any Person.

(c) Since June 1, 2009, all newly hired employees of the Company Group involved in the development of Proprietary Rights have executed and delivered valid written instruments that assign to the Company Group all rights to any Proprietary Rights developed by them in the course of their performing services for the Company Group.

(d) The Company Group has entered into confidentiality and nondisclosure agreements with all of its directors, officers, employees, consultants, contractors and agents and any other Person with access to the trade secrets of the Company Group to protect the confidentiality and value of such trade secrets. To the Company Group’s Knowledge, there has not been any breach by any of the foregoing of any such agreement. The Company Group uses commercially reasonable

measures to maintain the secrecy of all trade secrets of the Company Group.

(e) The operation of the Company Group’s business as currently conducted or any part thereof, including the manufacture, use, sale and importation of products of the Company Group and the possession, use, disclosure, copying or distribution of any information, data, products or other tangible or intangible in the possession of the Company Group, and the possession or use of the Proprietary Rights does not infringe, misappropriate, dilute, violate or otherwise conflict with any Proprietary Rights right of any other Person in any material respect. To the Company’s Knowledge the operation of the Company Group’s business does not constitute unfair competition or deceptive or unfair trade practice. To the Company’s Knowledge, none of the Purchased Proprietary Rights are being infringed.

5.11 Governmental Licenses and Permits . The attached “ Governmental Licenses Schedule ” contains a correct and complete listing of all MATERIAL Governmental Licenses which are used by the Company Group in the conduct of the Business. Except as indicated on the attached “ Governmental Licenses Schedule ,” the Company Group own or possess all right, title and interest in and to all of the material Governmental Licenses that are necessary to own and operate the Business as presently conducted. Each member of the Company Group is in compliance with the material terms and conditions of such Governmental Licenses. Neither the Company nor any of its Subsidiaries is in material default or material violation of any Governmental License required to be listed on the “ Governmental Licenses Schedule .” There are no Legal Proceedings pending or, to the Company’s Knowledge, threatened, relating to the suspension, revocation or modification of any Governmental License required to be listed on the “ Governmental Licenses Schedule .”

5.12 Litigation; Proceedings . Except as set forth on the attached “ Litigation Schedule ,” there are no Legal Proceedings pending or, to the Company’s Knowledge, threatened against, the Company or any of its Subsidiaries and, to the Company’s Knowledge, there are no active investigations by a Governmental Authority of the Company or any of its Subsidiaries; and no member of the Company Group is subject to any currently effective material Order of any court or other Governmental Authority.

5.13 Compliance with Laws . Except as set forth on the attached “ Compliance Schedule ,” each member of the Company Group is in compliance in all material respects with all applicable material Laws and requirements of any Governmental Authority, in each case as currently enforced by the applicable Governmental Authority, except where the failure to comply would not have a Material Adverse Effect. To the Knowledge of the Company, no written notice has been received by the Company Group alleging a material violation of or material liability or material potential responsibility under any such Law, rule or regulation which is pending or remains unresolved.

5.14 Employees .

(a) Except as set forth on the attached “ Employees Schedule ,” since January 1, 2011, no member of the Company Group has experienced any union organization attempts, material labor disputes or material work stoppage or material slowdowns due to labor disagreements. To the

Company’s Knowledge, there is no labor strike, material dispute, material work stoppage or material slowdown pending or threatened against any member of the Company Group. Except as set forth on the attached “ Employees Schedule ,” no member of the Company Group is a party to any labor or union agreement.

(b) In the past three years, no member of the Company Group has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act or any similar state law (collectively “ WARN ”), or issued any notification of a plant closing or mass layoff required by WARN, except as required by WARN, with respect to which the Company Group continues to have any material obligation.

5.15 Employee Benefit Plans .

(a) Except as set forth in Section 5.15(a) on the attached “ Employee Benefits Schedule ,” with respect to current or former employees, directors, officers, shareholders, consultants, or independent contractors of the Company Group, no member of the Company Group maintains, contributes to, has any obligation to contribute to, or has any liability with respect to, any (i) qualified defined contribution or defined benefit plans (whether or not terminated) which are employee pension benefit plans (as defined in Section 3(2) of ERISA); (ii) ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA); (iii) any other deferred compensation, severance pay, salary continuation, bonus, incentive, stock option, equity-based award, retirement, pension, or profit sharing, health, life, disability, accident, vacation, tuition reimbursement plan, policy, program, contract, fund or arrangement of any kind; or (iv) any other material employment, consulting, fringe or employee benefit plan, policy, program, contract, fund or arrangement or any voluntary employees’ beneficiary association under Section 501(c)(9) of the Code (all of the above which any member of the Company Group maintains, contributes to, has any obligation to contribute to, or has any liability with respect to are referred to herein individually as an “ Employee Plan ” and collectively as “ Employee Plans ”). Neither the Company nor any member of the Controlled Group participates in, contributes to, or has any liability with respect to any “multiemployer plan” (as defined in Section 3(37) of ERISA and Section 414(f) of the Code) or “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code. Neither the Company nor any member of the Controlled Group has any liability with respect to any “defined benefit plan” as defined in Section 3(35) of ERISA or any pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code other than the Retirement Plan of Xaloy Incorporated and the Xaloy Incorporated Retirement Plan. No members of the Controlled Group exist other than the Company and its Subsidiaries. No member of the Company Group maintains or has any obligation to contribute to any funded or unfunded Employee Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than health benefits required to be provided to former employees, their spouses and other dependents under Code Section 4980B or other similar laws.

(b) The Company has made available to Purchaser with respect to each Employee Plan correct and complete copies of: (i) all plan documents (or, if not written, a written summary of its MATERIAL terms), summary plan descriptions, summaries of material modifications and

amendments related to such plans; (ii) the most recent determination letters received from the Internal Revenue Service, where applicable; (iii) the most recent Form 5500 Annual Reports, along with all schedules and attachments; (iv) the most recent audited financial statements and actuarial valuations; (v) all material correspondence relating to any Employee Plan between any member of the Company Group or their representatives and any government agency or regulatory body with respect to any issue that remains unresolved or with respect to which the Company has or is reasonably expected to incur ongoing obligations; and (vi) all related collective bargaining agreements, insurance contracts, trust agreements and fiduciary bonds and any other documents relating to the funding under any Employee Plan.

(c) Each Employee Plan intended to be qualified under Section 401(a) of the Code has received a favorable Internal Revenue Service determination or prototype opinion letter, and nothing has occurred since the date of any such determination or opinion letter that would reasonably be expected to give the Internal Revenue Service grounds to revoke such determination or opinion letter and to result in material liability to the Company Group.

(d) Neither the Company nor any member of the Controlled Group has incurred any liability under Title IV of ERISA (other than for premiums pursuant to Section 4007 of ERISA which have been timely paid) or Section 4971 of the Code, and no condition exists that presents a risk to the Company or any member of the Controlled Group of incurring any such liability. Each Employee Plan to which Section 412 of the Code or Section 302 of ERISA applies has satisfied the requirements of Sections 412, 430 and 436 of the Code and Sections 302 and 303 of ERISA in all material respects. No waiver of the minimum funding standards of Section 302 of ERISA and Section 412 of the Code been requested of or granted by the Internal Revenue Service with respect to any Employee Plan, nor has any lien in favor of any Employee Plan arisen under Section 412(n) or 430(k) of the Code or Section 302(f) or 303(k) of ERISA.

(e) The notice requirements of Section 204(h) of ERISA and Section 4980 of the Code, and the regulations thereunder, have been timely satisfied in all material respects with respect to each amendment providing for a significant reduction in the rate of future benefit accrual under any Employee Plan that is an “applicable pension plan” (as defined in Section 204(h) of ERISA or Section 4980F of the Code) so that each such amendment has become effective in accordance with its terms.

(f) With respect to each group health plan benefiting any current or former employee of the Company or any member of the Controlled Group that is subject to Section 4980B of the Code, the Company and each member of the Controlled Group has materially complied with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA.

(g) To the Knowledge of the Company, there are no pending or threatened claims, assessments, complaints, or proceedings of any kind (other than routine claims for benefits) in any court or governmental agency with respect to any Employee Plan or any trusts which are associated with such Employee Plans. To the Company’s Knowledge, none of the Employee Plans are under

audit or investigation by the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency.

(h) Except as set forth in Section 5.15(h) on the attached “ Employee Benefits Schedule ”, the Employee Plans have been maintained, funded, operated, and administered in accordance in all material respects with their terms and any related documents or agreements and comply in form and in operation in all material respects with the applicable requirements of ERISA, the Code, and all other applicable law. There have been no prohibited transactions or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to the Employee Plans that could result in any material liability or excise tax under ERISA or the Code being imposed on any member of the Company Group.

(i) The execution and performance of this Agreement will not (alone or in conjunction with any other event) (i) constitute a stated triggering event under any Employee Plan that will result in any payment (whether of severance pay or otherwise) becoming due from the Company or its Subsidiary to any current or former officer, employee, director or consultant (or dependents of such Persons), or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any current or former officer, employee, director or consultant (or dependents of such Persons) of the Company or its Subsidiaries.

(j) No member of the Company Group has agreed or committed to institute any material plan, program, arrangement or agreement for the benefit of employees or former employees of the Company other than the Employee Plans, or to make any amendments to any of the Employee Plans other than as required under Law or to comply with any applicable collective bargaining agreement.

(k) No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Employee Plan currently in effect would be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code).

(l) Each Employee Plan and any other payment or arrangement for which any member of the Company Group has liability that is subject to Section 409A of the Code is in all material respects in documentary compliance with and has been operated in all material respects in compliance with Section 409A of the Code, and no Person has a right to any gross up or indemnification from any member of the Company Group with respect to any such Employee Plan, payment or arrangement subject to Section 409A of the Code.

(m) There have not occurred, nor are there continuing, any transactions or breaches of fiduciary duty under applicable Law with respect to any Employee Plan that is maintained outside of the United States which could have a material adverse effect on (i) such Employee Plan or (ii) the condition of any member of the Company Group.

5.16 Tax Matters .

(a) Except as set forth in the attached “ Taxes Schedule ,” the Company Group has timely filed all Tax Returns required to be filed by it in accordance with all Laws, and all such Tax Returns are true and accurate in all respects. All Taxes (whether or not shown as due and payable on any Tax Return) owed by the Company Group have been timely paid to the appropriate taxing authority. The Company has made available to Purchaser copies of all United States federal income Tax Returns filed with respect to the Company Group for taxable periods ending on or after December 31, 2009 and all examination reports, and statements of deficiencies assessed against or agreed to by any member of the Company Group with respect to such taxable periods.

(b) Except as set forth in the attached “ Taxes Schedule ”:

(i) no member of the Company Group has consented to extend the time in which any Tax may be assessed or collected by any taxing authority, which extension is in effect as of the date hereof;

(ii) no member of the Company Group has requested or been granted an extension of the time for filing any Tax Return to a date later than the Closing Date;

(iii) there is no action, suit, taxing authority proceeding or audit now in progress or pending against or with respect to any member of the Company Group with respect to any Tax and, to the Company’s Knowledge, no such action, suit, taxing authority proceeding or audit is threatened;

(iv) no member of the Company Group has been a member of an affiliated, consolidated, combined or unitary group or participated in any other arrangement whereby any income, revenues, receipts, gain or loss was determined or taken into account for Tax purposes with reference to or in conjunction with any income, revenues, receipts, gain, loss, asset or liability of any other Person other than a group of which the Company was the parent. No member of the Company Group has any liability for the Taxes of any Person (other than the Company or such member of the Company Group) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise;

(v) each member of the Company Group has withheld and timely remitted to the appropriate taxing authority all Taxes required to have been withheld and remitted in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Person;

(vi) there are no Liens for Taxes upon the assets or properties of any member of the Company Group, except for Permitted Liens or Permitted Real Property Liens;

(vii) no member of the Company Group has received written notice of any claim by a Governmental Authority in a jurisdiction where any member of the Company Group

does not file Tax Returns that it is or may be subject to taxation by that Governmental Authority;

(viii) no member of the Company Group will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period or portion thereof ending after the Closing Date (i) under Section 481 of the Code (or any similar provision of state, local or foreign law) as a result of change in method of accounting for a Pre-Closing Tax Period, (ii) pursuant to the provisions of any agreement entered into with any taxing authority or pursuant to a “closing agreement” as defined in Section 7121 of the Code (or any similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) as a result of any intercompany transactions or any excess loss account described in Section 1.1502-19 of the Treasury Regulations (or any similar provision of state, local or foreign law), (iv) as a result of the installment method of accounting, the completed contract method of accounting or the cash method of accounting with respect to a transaction that occurred prior to the Closing Date, (v) as a result of any prepaid amount received on or prior to the Closing Date or (vi) as a result of any election under Section 108(i) of the Code with respect to the discharge of any indebtedness on or prior to the Closing Date;

(ix) no member of the Company Group is a party to any Tax sharing, allocation or indemnity agreement, arrangement or similar Contract other than any such Contract executed in the ordinary course of business not primarily related to Taxes;

(x) within the past two (2) years, no member of the Company Group distributed the stock of another Person, or has not had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code;

(xi) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(ii) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code;

(xii) no member of the Company Group has participated in any “reportable transaction” as defined in Section 6707A of the Code or Treasury Regulation Section 1.6011-4 (or any predecessor provision); and

(xiii) the Company has disclosed on its federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.

5.17 Brokerage . Except as disclosed on the attached “Brokerage Schedule”, there are no claims for brokerage commissions, finder’s fees or similar compensation or payments in connection with the transactions contemplated by this Agreement based on any arrangement or Contract made by any member of the Company Group.

5.18 Affiliate Transactions . Except for employment Contracts with any employee or officer of any member of the Company Group, any inter-company Contracts between the Company and/or any of its Subsidiaries and those Contracts disclosed on the “ Affiliate Transactions Schedule ”, none of the Seller’s Representative or its Affiliates or any of the officers or directors set forth on the “ Affiliate Transactions Schedule ” or, to the Company’s Knowledge, any other Stockholder or Affiliate, employee or officer of the Company (i) is a party to any material Contract or transaction with any member of the Company Group or has any material interest in any material property used by any member of the Company Group, (ii) owes any material amount to any member of the Company Group, or is owed any material amount by any member of the Company Group, in any case, other than amounts owed in the ordinary course of business consistent with past practice, or (iii) owns any material property or right, tangible or intangible, that is significant to the business of any member of the Company Group.

5.19 Environmental Matters . Except as set forth on the attached “ Environmental Schedule ”:

(a) the Company Group is, and has been since the date that is three years prior to the date hereof, in compliance in all material respects with all applicable Environmental Laws, except where the failure to comply has been settled or resolved without future obligation or liability;

(b) the Company Group possesses, and since the date that is three years prior to the date hereof has possessed, all of the material Governmental Licenses that are required by Environmental Laws to operate the Business, including its use and occupancy of the Leased Real Property and Owned Real Property;

(c) the Company Group is, and has been since the date that is three years prior to the date hereof, in compliance in all material respects with the terms and conditions of such Governmental Licenses required by Environmental Laws, except where the failure to comply has been settled or resolved without future obligation or liability;

(d) the Company Group has not received any written notices that it is in material violation of any of the terms or conditions of such Governmental Licenses required by Environmental Laws, in material violation of any Environmental Law or subject to material liability for fines, penalties, damages, or investigation, cleanup, remedial, response, monitoring, operation and maintenance or related obligations pursuant to applicable Environmental Laws, in each case with respect to the operations, properties or facilities of the Company Group, or any formerly owned, leased or operated real property or any off-site treatment, storage, disposal or recycling location, except for such matters that have been settled or resolved without future obligation or liability;

(e) to the Company’s Knowledge, no member of the Company Group or any of their predecessors sells or has sold any product containing asbestos;

(f) to the Company’s Knowledge, there has been no Release of any Hazardous Material at or from the Leased Real Property or Owned Real Property or any property formerly

owned, leased or operated by any member of the Company Group or any of their predecessors that requires reporting, investigation, assessment, cleanup, removal, remediation or any other type of response or corrective action by any member of the Company Group pursuant to any Environmental Law or any contractual obligation (including any applicable lease agreements), except as has been settled or resolved without future obligation or liability;

(g) except as may be contained in the Leases, no member of the Company Group has contractually assumed, undertaken or otherwise become subject to any material liability of any other Person relating to or arising from any Environmental Law;

(h) each member of the Company Group has provided to Purchaser copies of all environmental compliance audits, environmental site assessments and MATERIAL documents regarding any unpermitted Release to or conditions of contamination in soil, groundwater or surface water at, upon or from the Leased Real Property, Owned Real Property or any property formerly owned, leased or operated by any member of the Company Group or any of their predecessors that are in the possession of the Company Group; and

(i) the representations and warranties set forth in this Section 5.19 are the sole and exclusive representations and warranties of the Company to Purchaser and Merger Sub with respect to environmental matters, human health and safety matters relating to Hazardous MATERIALS, matters arising under Environmental Laws, and matters relating to Releases.

5.20 Bank Accounts . The attached “ Bank Accounts Schedule ” sets forth a true and complete list of the names and locations of all banks and the numbers of all of the bank accounts of the Company and its Subsidiaries, together with the names of all authorized signatories for such accounts as reflected on authorized signatory signature cards (if applicable).

5.21 Accounts Receivable . All of the accounts and notes receivable of the Company and its Subsidiaries represent amounts receivable for merchandise actually delivered, collection of progress payments on undelivered merchandise, or services actually provided, have arisen from bona-fide transactions in the ordinary course of business consistent with past practice and have reserves which have been calculated in a manner consistent with past practice.

5.22 Certain Payments . Neither the Company, any member of the Company Group nor, to the Company’s Knowledge, any Seller, director, officer, employee or Affiliates has, since the date that is three years prior to the date hereof, in violation of any Law, directly or indirectly made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any representative of a Governmental Authority, regardless of form, whether in money, property or services (a) to obtain favorable treatment in securing business for any member of the Company Group, (b) to pay for favorable treatment for business secured by a member of the Company Group, or (c) to obtain special concessions or for special concessions already obtained, for or in respect of any member of the Company Group.

5.23 Insurance . The attached “ Insurance Schedule ” sets forth a complete list of each MATERIAL insurance policy to which any member of the Company Group is a party, a named

insured or otherwise the beneficiary of coverage. To the Company’s Knowledge, all of such insurance policies are legal, valid, binding and enforceable and in full force and effect and none of the Company nor any of the Company’s Subsidiaries is in breach or default with respect to its obligations under such insurance policies (including with respect to payment of premiums).

5.24 Customers and Suppliers . The attached “ Customers and Suppliers Schedule ” contains a true and complete list of (a) the ten (10) largest customers of the Company Group (on a consolidated basis) for the year ended December 31, 2011 (the “ Business Customers ”), showing the total sales of the Company Group to each such customer during such period, and (b) the ten (10) largest suppliers or vendors of the Company Group (on a consolidated basis) for the year ended December 31, 2011 (the “ Business Suppliers ”), showing the total purchases by the Company Group from each such supplier during such period. As of the date hereof, except as set forth on the “ Customers and Suppliers Schedule ”, since December 31, 2011, none of the Business Customers or Business Suppliers has terminated its then-active Contract (other than pursuant to the expiration thereof or in connection with establishing a new contract) with the applicable member of the Company Group and, to the Company’s Knowledge, since January 1, 2012, the Company has not received any written indication from the Business Customers or Business Suppliers that it intends to do so (other than in connection with establishing a new contract).

5.25 Stockholder Approval . The only vote of the Company Capital Stock necessary to approve and adopt this Agreement, the Merger and the transactions contemplated by this Agreement is the approval and adoption of this Agreement by the Stockholders holding a majority of the outstanding shares of the Common Stock and Preferred Stock (on an as converted basis) voting together as a single class.

5.26 Disclaimer . Except as expressly set forth in this Article 5 hereof and the certificate contemplated by Section 3.4(b)(i) , the Company makes no representation or warranty, express or implied, at law or in equity and any such other representations or warranties are hereby expressly disclaimed. Notwithstanding anything to the contrary, (a) none of the Company Group shall be deemed to make to Purchaser or Merger Sub any representation or warranty other than as expressly made by such Person in this Agreement and the certificate contemplated by Section 3.4(b)(i) and (b) the Company makes no representation or warranty to Purchaser or Merger Sub (i) with respect to any projections, estimates or budgets heretofore delivered to or made available to Purchaser or its counsel, accountants or advisors of future revenues, expenses or expenditures or future results of operations of any member of the Company Group, or (ii) except as expressly covered by a representation and warranty contained in this Article 5 and the certificate contemplated by Section 3.4(b)(i) , with respect to any other information or documents (financial or otherwise) made available to Purchaser or its counsel, accountants or advisors with respect to any member of the Company Group. Purchaser and Merger Sub hereby acknowledge and agree to such disclaimer, and that, except to the extent specifically set forth in this Article 5 and the certificate contemplated by Section 3.4(b)(i) , Purchaser is purchasing the Company Capital Stock on an “as is, where is” basis.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB

As an inducement to the Company to enter into this Agreement and consummate the transactions contemplated hereby, Purchaser and Merger Sub each represent and warrant to the Company as of the date hereof as follows:

6.1 Organization and Power . Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

6.2 Authorization . Each of Purchaser and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Purchaser and Merger Sub of this Agreement, the consummation of the Merger, and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate act or proceeding on the part of Purchaser or Merger Sub, or either of their respective boards of directors or stockholders is necessary to authorize or approve the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and, assuming the due execution and delivery of this Agreement and the other agreements contemplated hereby by the other parties hereto and thereto, the consummation of the transactions contemplated hereby or thereby. This Agreement, and each of the other agreements contemplated hereby to be executed by Purchaser and Merger Sub, has been duly executed and delivered by Purchaser and Merger Sub and this Agreement constitutes, and the other agreements contemplated hereby upon authorization, execution and delivery by Purchaser and Merger Sub will each constitute, a valid and binding obligations of Purchaser and Merger Sub, enforceable in accordance with their respective terms except as the enforceability hereof and thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity).

6.3 Absence of Conflicts .

(a) Except as set forth on the attached “ Purchaser Material Restrictions Schedule ,” the execution, delivery and performance by Purchaser and Merger Sub of this Agreement and the other documents contemplated hereby to which the Purchaser or Merger Sub is a party, the consummation of the Merger, and the consummation of each of the transactions contemplated hereby or thereby will not (a) violate, conflict with, result in any material breach of, constitute or result in a material default under (with or without notice or lapse of time or both), result in any violation of, result in the creation of any Lien upon any properties or assets of Purchaser or Merger Sub under, result in the termination, cancellation or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, result in loss of a material benefit under, give rise to any obligation of the Purchaser or Merger Sub to make any payment under, or to the increased,

additional, accelerated or guaranteed rights or entitlements of any Person under, or require any notice under, any provision of (i) the articles of incorporation or bylaws of Purchaser or Merger Sub, (ii) any Order applicable to Purchaser or Merger Sub; or (iii) any applicable Law.

(b) Except as set forth on the attached “ Purchaser Material Restrictions Schedule ” no authorization, consent, approval, exemption, waiver, Order, Governmental License or other action by, authorization of, declaration or filing with, or notification to any Person or Governmental Authority is required on the part of the Purchaser, Merger Sub, or their Subsidiaries in connection with the execution, delivery and performance of this Agreement, the consummation of the Merger or the consummation of the transactions contemplated hereby or thereby (except for the filing and recordation of the Certificate of Merger as required by the DGCL and any such actions required by any Antitrust Law).

6.4 Governmental Authorities and Consents . No permit, consent, approval or authorization of, or declaration to or filing with, any Governmental Authority or any other Person (except for the filing and recordation of the Certificate of Merger as required by the DGCL and any such actions required by any Antitrust Law) is required in connection with the execution, delivery or performance of this Agreement by Purchaser or Merger Sub or the consummation by Purchaser or Merger Sub of the transactions contemplated hereby and thereby.

6.5 Litigation . There are no Legal Proceedings pending or, to Purchaser’s Knowledge, threatened against Purchaser or Merger Sub before or by any Governmental Authority, or to which Purchaser or Merger Sub is otherwise a party, which would adversely affect Purchaser’s or Merger Sub’s performance under this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby.

6.6 Ownership of Merger Sub; No Prior Activities . Purchaser owns 100% of the issued and outstanding shares of Merger Sub’s capital stock. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Except for obligations or liabilities incurred in connection with its formation and the transactions contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

6.7 Brokerage . There are no claims for brokerage commissions, finder’s fees or similar compensation or payments in connection with the transactions contemplated by this Agreement based on any arrangement or Contract made by or on behalf of Purchaser or Merger Sub except as set forth on the attached “ Purchaser Brokerage Schedule .”

6.8 Financing . Purchaser has, and will on the Closing Date have, sufficient unrestricted cash on hand and available credit facilities to pay all amounts required to be paid by Purchaser and Merger Sub at the Closing pursuant to the terms of this Agreement, and all of its and its representatives’ fees and expenses incurred in connection with the transactions contemplated by this Agreement. Purchaser has no reason to believe that such available cash shall not be available or

that the debt shall not be funded, and Purchaser has not made any misrepresentation in connection with obtaining such debt financing commitments.

6.9 Due Diligence Review . Each of Purchaser and Merger Sub acknowledges that: (a) it has completed to its satisfaction its own due diligence review with respect to the Company Group and it is entering into the transactions contemplated by this Agreement based on such investigation and, except for the specific representations and warranties made by the Company in Article 5 hereof, it is not relying upon any representation or warranty of the Company or any Affiliate, officer, director, employee, agent or advisor thereof, nor upon the accuracy of any record, projection or statement made available or given to Purchaser or Merger Sub in the performance of such investigation, and (b) it has had such opportunity to seek accounting, legal or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit.

6.10 Restricted Securities . Purchaser understands and acknowledges that (a) none of the Company Capital Stock has been registered or qualified under the Securities Act of 1933, as amended (the “ 1933 Act ”), or under any securities Laws of any state of the United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering; (b) all of the Company Capital Stock constitute “restricted securities” as defined in Rule 144 under the 1933 Act; (c) none of the Company Capital Stock is traded or tradable on any securities exchange or over-the-counter; and (d) none of the Company Capital Stock may be sold, transferred or otherwise disposed of unless a registration statement under the 1933 Act with respect to such Company Capital Stock and qualification in accordance with any applicable state securities laws becomes effective or unless such registration and qualification is inapplicable, or an exemption therefrom is available. Purchaser will not transfer or otherwise dispose any of the Company Capital Stock acquired hereunder or any interest therein in any manner that may cause any Seller to be in violation of the 1933 Act or any applicable state securities Laws. Purchaser is an “accredited investor” as defined in Rule 501(a) of the 1933 Act.

ARTICLE 7

TERMINATION

7.1 Termination . This Agreement may be terminated and the Merger abandoned at any time prior to the Closing only as follows:

(a) by mutual consent of Purchaser and Merger Sub, on the one hand, and the Sellers’ Representative and the Company, on the other hand;

(b) by Purchaser and Merger Sub providing written notice to the Sellers’ Representative if there has been a breach of any of the representations, warranties or covenants by the Company set forth in this Agreement, which would result in the conditions set forth in Section 3.3(a) or Section 3.3(b) to not be satisfied (so long as Purchaser and Merger Sub have provided the

Sellers’ Representative with written notice of such breach and the breach has continued without cure for a period of twenty (20) days after the notice of such breach or the earlier occurrence of the Outside Date);

(c) by the Sellers’ Representative, on behalf of the Company, providing written notice to Purchaser and Merger Sub if there has been a breach of any of the representations, warranties or covenants by Purchaser or Merger Sub set forth in this Agreement, which would result in the conditions set forth in Section 3.2(a) or Section 3.2(b) to not be satisfied (so long as the Sellers’ Representative has provided Purchaser and Merger Sub with written notice of such breach and the breach has continued without cure for a period of twenty (20) days after the notice of such breach or the earlier occurrence of the Outside Date);

(d) by either Purchaser and Merger Sub, on the one hand, or the Sellers’ Representative on behalf of the Company, on the other hand, if the transactions contemplated hereby have not been consummated by the date that is sixty (60) days after the date hereof (the “ Outside Date ”); provided , however , that if the only outstanding condition to the Closing set forth in Sections 3.1 , 3.2 and 3.3 (other than the conditions that must be satisfied at the Closing) is the condition set forth in Section 3.1(b) , then the Outside Date shall automatically be extended to the date that is seventy-five (75) days after the date hereof; provided , further , that a party shall not be entitled to terminate this Agreement pursuant to this subsection (d) if (i) that party’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby at or prior to such time or (ii) that party has failed to satisfy any conditions set forth in Article 3 hereof that such party was required to satisfy (other than those conditions to be satisfied at the Closing); or

(e) by Purchaser or Merger Sub if the Company does not deliver the Written Consent within one (1) Business Day following the date of this Agreement.

7.2 Effect of Termination . In the event of termination of this Agreement as provided in Section 7.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of any of the Company, Purchaser or Merger Sub (other than pursuant to this Section 7.2 , Section 8.3 , Section 8.4 , Section 8.9 and Article 9 which shall survive any such termination), except for any willful breaches of this Agreement prior to the time of such termination. In the event of termination by Purchaser and Merger Sub, on the one hand, or the Sellers’ Representative on the other hand, or both, pursuant to Section 7.1 , written notice thereof shall forthwith be given to the other party or parties stating in reasonable detail the basis for such termination. If the transactions contemplated by this Agreement are terminated as provided in Section 7.1 , each of Purchaser and Merger Sub acknowledges and agrees that all documents, copies thereof, and all other materials received from or on behalf of any member of the Company Group relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, shall continue to be subject to the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

ARTICLE 8

ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

8.1 Recovery from Escrow; Indemnification .

(a) Indemnification of Purchaser .

(i) Subject to the other limitations in this Article 8 , from and after the Closing, each of the Sellers, severally and not jointly, on a pro rata basis based on the percentages set forth across from such Seller’s name on the “ Sellers Schedule ” (“ Pro Rata Share ”), shall indemnify the Purchaser, its Affiliates (including the Company) and any of their respective officers, directors, employees, stockholders, successors and assigns (collectively, the “ Purchaser Indemnitees ”) in respect of any loss, liability, claim, obligation, demand, judgment, suit, action, cause of action, assessment, award, fine, penalty, deficiency, interest, damage, cost or expense (including reasonable legal expenses and costs), whether or not involving a third party claim (individually, a “ Loss ” and collectively, “ Losses ”; provided , that (x) any punitive, exemplary, special, indirect or consequential damages shall not be deemed to be “Losses” hereunder except to the extent any such damages are paid by an Indemnified Party to a third party (other than another Indemnified Party) and (y) consequential, special and indirect damages means those damages that arise solely from the special circumstances of the Indemnified Party that have not been communicated to, or are not known by, the Indemnifying Party) which is incurred or suffered by a Purchaser Indemnitee as a result of: (A) the breach of any representation or warranty of the Company contained in this Agreement when made as of the date of this Agreement or of any statement set forth in the Certificate contemplated by Section 3.4(b)(i) ; (B) the breach by the Company of any covenant or agreement contained in this Agreement which is required to be performed prior to Closing or the breach by the Sellers’ Representative of any covenant or agreement contained in this Agreement which is required to be performed from and after the Closing; (C)(1) all Taxes (or the nonpayment thereof) of any member of the Company Group for any Pre-Closing Tax Period and any Pre-Closing Straddle Period; (2) all Taxes of any member of an affiliated, combined or unitary group of which any member of the Company Group is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; (3) any and all Taxes of any Person (other than a member of the Company Group) imposed on such member of the Company Group as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date, and except, in the case of any Taxes imposed as a result of any Contract, to the extent such Taxes relate to a Contract executed in the ordinary course of business and not primarily related to Taxes; and (D) any Indebtedness of the Company Group existing as of the Effective Time or Transaction Expenses not fully paid on the Closing Date.

(ii) All claims by any Purchaser Indemnitee pursuant to this Section 8.1 must be made in writing on or before the Survival Date, it being understood that so long as such written notice is given on or prior to the Survival Date, the representations and warranties

and covenants or agreements which are required to be performed prior to the Closing that are the subject of such claim shall continue to survive until such matter is finally resolved. For purposes of this Agreement, the term “ Survival Date ” shall mean the date that is twelve (12) months following the Closing Date; provided , that the representations and warranties: (a) set forth in Sections 5.1 (Organization and Power), 5.2 (Authorization), 5.3 (Capitalization; Subsidiaries), 5.16 (Tax Matters), 5.15 (Employee Benefit Plans), 5.17 (Brokerage), 6.1 (Organization and Power), and 6.2 (Authorization) (collectively, the “ Fundamental Representations ”) shall survive until the third anniversary of the Closing Date.

(iii) The indemnification provided for in Section 8.1(a)(i) above is subject to each of the following limitations:

(A) The aggregate amount of all payments made by the Sellers (which shall include all payments made from the Escrow Amount) in satisfaction of claims for indemnification pursuant to Section 8.1(a)(i)(A) (except those related to Fundamental Representations) shall not exceed $10,000,000 (the “ Indemnification Cap ”); provided , however , that claims for indemnification pursuant to Section 8.1(a)(i)(A) related to Fundamental Representations and all other claims for indemnification pursuant to Section 8.1 shall not exceed $40,000,000 (the “ Fundamental Representations Cap ”).

(B) The Purchaser Indemnitees shall not be entitled to make any claims against any Seller or the then-available portion of the Escrow Amount pursuant to Section 8.1(a)(i)(A) (except those related to the representations and warranties set forth in Section 5.15(e) ) unless and until the Purchaser Indemnitees have suffered aggregate Losses as a result of breaches described in Section 8.1(a)(i)(A) (except those related to the representations and warranties set forth in Section 5.15(e) ) in excess of $2,000,000 (the “ Indemnification Basket ”) (the Sellers being obligated to indemnify the Purchaser Indemnitees solely to the extent exceeding the Indemnification Basket); provided , however, that notwithstanding the foregoing, the Sellers shall not be liable to indemnify the Purchaser Indemnitees pursuant to Section 8.1(a)(i)(A) : (i) unless and until the Purchaser Indemnitees have suffered aggregate Losses arising out of a claim in excess of $25,000 (provided that any claim not exceeding such amount shall not be aggregated to count towards the Indemnification Basket) or (ii) for any Losses claimed by the Purchaser Indemnitees for a breach of representation or warranty set forth in Section 5.16 , except to the extent such Losses are with respect to taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date. The Purchaser Indemnitees shall not be entitled to make any claims against any Seller or the then-available portion of the Escrow Amount pursuant to Section 8.1(a)(i)(A) in respect of the representations and warranties set forth in Section 5.15(e) unless and until the Purchaser Indemnitees have suffered aggregate Losses as a result of breaches

described in Section 8.1(a)(i)(A) with respect to the representations and warranties set forth in Section 5.15(e) in excess of $100,000.

(C) The aggregate liability of each Seller (which shall include all payments made from the Escrow Amount) in satisfaction of (1) claims for indemnification pursuant to Section 8.1(a)(i)(A) (except those related Fundamental Representations) shall not exceed such Seller’s Pro Rata Share of the Indemnification Cap and (2) claims for indemnification pursuant to Section 8.1(a)(i)(A) related to Fundamental Representations and all other claims for indemnification pursuant to Section 8.1 shall not exceed such Seller’s Pro Rata Share of the Fundamental Representations Cap.

(D) For purposes of determining whether there has been a breach of any representation or warranty under this Agreement and for purposes of determining any Losses related thereto, for purposes of this Section 8.1 such representations and warranties shall be interpreted without giving effect to any limitations or qualifications such as “materiality,” “material,” “in all material respects” or “Material Adverse Effect” set forth in any such representation or warranty, except for references to “MATERIALITY,” “MATERIAL,” “IN ALL MATERIAL RESPECTS” or “MATERIAL ADVERSE EFFECT” (in each case, to the extent such phrase or term is in all capital letters).

(b) Purchaser’s Indemnification .

(i) From and after the Closing, Purchaser agrees to indemnify the Sellers, their respective Affiliates and each of the foregoing’s respective officers, directors, employees, shareholders, successors and assigns (collectively, the “ Seller Indemnitees ”) and hold each Seller Indemnitee harmless against any Loss which any Seller Indemnitee suffers, as a result of: (A) the breach of any representation or warranty contained in Article 6 hereof; and (B) the breach by Purchaser or Merger Sub of any covenant or agreement of Purchaser or Merger Sub contained in this Agreement.

(ii) Purchaser shall not be liable with respect to any claim under Section 8.1(b)(i) unless written notice of a possible claim for indemnification is given by the claiming Seller Indemnitee to Purchaser on or before the Survival Date, it being understood that so long as such written notice is given on or prior to the Survival Date, such representations and warranties and covenants or agreements which are required to be performed prior to the Closing that are the subject of such claim shall continue to survive until such matter is resolved.

(i) Notice of Claim . Any indemnified party making a claim for indemnification pursuant to Sections 8.1(a) or 8.1(b) (an “ Indemnified Party ”) in respect of Legal

Proceedings instituted or any claim or demand made by any Person against an Indemnified Party (a “ Third-Party Claim ”) must give the Sellers’ Representative or Purchaser, as the case may be, written notice of such Third-Party Claim describing such Third-Party Claim and the nature and amount of such Loss, to the extent that the nature and amount thereof are determinable at such time (a “ Claim Notice ”) as promptly as reasonably practicable after the Indemnified Party receives any written notice of any Third-Party Claim; provided , however , that the failure to notify or delay in notifying the Sellers’ Representative or Purchaser, as the case may be, will not relieve the indemnifying party (the “ Indemnifying Party ”) of its obligations pursuant to Section 8.1(a) or 8.1(b) (as applicable), except to the extent that such Indemnifying Party can demonstrate actual material prejudice as a result of such failure.

(ii) Control of Defense . The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of a notice from the Indemnified Party of the commencement or assertion of any Third-Party Claim, to assume and conduct the defense of such Third-Party Claim (if such Third-Party Claim seeks only monetary damages) in accordance with the limits set forth in this Agreement with legal counsel of national standing selected by the Indemnifying Party; provided , however , that the then-available Escrow Amount is sufficient to satisfy the amount of any adverse monetary judgment or settlement that is reasonably likely to result. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 8.1(c)(ii) , the Indemnified Party may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 8.1(c)(ii) , the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided , however , that if (A) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, or (B) an unwaivable conflict of interest exists between the Indemnified Party and the Indemnifying Party, the Indemnified Party may assume the defense of such Third-Party Claim and retain separate counsel at the expense of the Indemnifying Party. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third-Party Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Third-Party Claim as provided in this Agreement, shall not, without the written consent of the Indemnified Party (such consent not to be unreasonably withheld), consent to a settlement of, or the entry of judgment arising from, any such Third-Party Claim which (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a complete release from all Losses in respect of such Third-Party Claim, or (B) grants any injunctive or equitable relief. Subject to the written consent of the Indemnifying Party (such consent not to be unreasonably withheld), the Indemnified Party shall have the right to settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party. If the Sellers’ Representative (in its capacity as such) is the Indemnifying Party, the reasonable expenses of the Sellers’ Representative incurred in defending a Third-Party Claim (or any participation in a Third-Party Claim that could result in Losses to the Sellers’ Representative (in its capacity

as such)) shall be the responsibility of the Sellers’ Representative and shall not be deducted from the Escrow Amount.

(iii) A claim for indemnification pursuant to Article 8 for any matter not involving a Third-Party Claim may be asserted by delivery of a Claim Notice to the Indemnifying Party as promptly as reasonably practicable after the Indemnified Party receives any written notice of such claim; provided , however , that the failure to notify or delay in notifying the Sellers’ Representative or Purchaser, as the case may be, will not relieve the Indemnifying Party of its obligations pursuant to Section 8.1(a) or 8.1(b) (as applicable), except to the extent that such Indemnifying Party can demonstrate actual material prejudice as a result of such failure.

(d) Net Recovery . The amount of any Loss shall be net of any amounts recoverable by the Indemnified Party under insurance policies, indemnities, reimbursement arrangements, or contracts (including with respect to any breaches thereof) pursuant to which or under which such Person or such Person’s Affiliates is a party or has rights with respect to such Loss. The amount of any Loss claimed by any Indemnified Party hereunder shall be reduced to the extent of any Tax savings or benefits actually realized by any Indemnified Party or its Affiliates during the taxable year in which such Loss occurs that is attributable to any deduction, loss, credit or other Tax benefit resulting from or arising out of such Loss. In the event of any breach giving rise to an indemnification obligation under Section 8.1(a) or the right to make a claim against the then-available portion of the Escrow Amount, the Indemnified Party shall take, and shall cause its respective Affiliates to take, all reasonable measures to mitigate the consequences of the related breach (including taking reasonable steps to prevent any contingent Loss from becoming an actual Loss). Notwithstanding anything to the contrary contained in this Agreement, the Purchaser Indemnitees shall have no right to make any claim against any Seller or the then-available portion of the Escrow Amount with respect to any matter to the extent the expense, loss or liability comprising the Loss (or a part thereof) with respect to such matter (i) has been taken into account in the determination of Final Working Capital, the Initial Merger Consideration and/or the Merger Consideration or (ii) arises out of changes after the Closing Date in applicable Laws, rules or regulations or interpretations or applicable thereof.

(e) Recoupment under the Escrow Agreement; Release of Escrow Amount . From and after the Closing (but subject to the provisions of this Article 8 ), any recovery for any Losses by a Purchaser Indemnitee (subject to the other provisions of this Article 8 including the provisions of Section 8.1(a)(iii) ) shall be satisfied first from the then-available portion of the Escrow Amount (if any) in accordance with the terms of this Agreement and the Escrow Agreement before the Purchaser Indemnitee may proceed to recover such Losses directly from the Sellers. On the date which is twelve (12) months following the Closing Date, the Escrow Agent shall release to the Sellers’ Representative (for the benefit of the Sellers) the then-remaining Escrow Amount less the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification, in accordance with the terms of the Escrow Agreement.

(f) Payments . Any payment pursuant to a claim for indemnification or a claim against the then-available portion of the Escrow Amount shall be made not later than thirty (30) days

after receipt by the Indemnifying Party (or the Sellers’ Representative and the Escrow Agent with respect to any claim against the then-available portion of the Escrow Amount) of written notice from the Indemnified Party stating the amount of the claim, unless the claim is subject to defense as provided in Section 8.1(c) or is a dispute, claim or controversy which is the subject of an unresolved arbitration proceeding pursuant to Section 8.9 , in which case payment shall be made not later than thirty (30) days after the amount of the claim is finally determined or any such dispute is resolved.

(g) Exclusive Remedy . Each of the parties hereto acknowledges and agrees that from and after the Closing, the indemnification provisions in this Article 8 shall be the exclusive remedy of the Purchaser Indemnitees with respect to the transactions contemplated by this Agreement (except as provided in Section 9.13 and for claims of fraud and disputes under Section 2.11 , which disputes will be resolved in accordance with the dispute resolution mechanism set forth in Section 2.11 ). After the Closing Date, no party or its Affiliates may seek the rescission of the transactions contemplated by this Agreement. No Person shall have any right to assert any claims for indemnification or make a claim against the then available portion of the Escrow Amount pursuant to this Section 8.1 with respect to any Loss or other claim to the extent it is primarily a possible or potential Loss or claim that such party believes may be asserted rather than a Loss or claim that has, in fact, been asserted or filed of record against such Person or paid or incurred by such Person.

(h) Subrogation . After any indemnification payment is made pursuant to this Article 8 or payment is made from the then-available portion of the Escrow Amount, the Indemnifying Party (or the Sellers’ Representative for the benefit of the Sellers) shall, to the extent of such payment, be subrogated to all rights (if any) of the Indemnified Party against any third party in connection with the Losses to which such payment relates. Without limiting the generality of the preceding sentence, any Indemnified Party receiving an indemnification payment or payment from the then-available portion of the Escrow Amount pursuant to the preceding sentence shall execute, upon the written request of the Indemnifying Party (or the Sellers’s Representative with respect to payments made from the then-available portion of the Escrow Agreement), any instrument reasonably necessary to evidence such subrogation rights. The foregoing subrogation rights shall not be available to the extent the third party against whom the subrogated rights would be enforced is a party that has had a material ongoing business relationship with a member of the Company Group, whether as a supplier, customer, distributor, licensor or otherwise.

(i) Environmental . Each of Purchaser and Merger Sub understands and agrees that its right to indemnification under Section 8.1(a)(i) for breach of the representations and warranties contained in Section 5.19 shall constitute its sole and exclusive remedy against the Sellers with respect to any environmental matter or health or safety matter relating to Hazardous Materials, relating to the past or current facilities, properties, or operations of the Company and all of its predecessors or Affiliates, including any such matter arising under any Environmental Laws or relating to a Release, except for claims for fraud. Aside from such right to make a claim against the then available portion of the Escrow Amount, each of Purchaser and Merger Sub hereby waives any right, whether arising at law or in equity, to seek contribution, cost recovery, damages, or any other recourse or remedy from the Sellers, and hereby releases the Sellers from any claim, demand, or liability, with respect to any such environmental matter (including any arising under the

Comprehensive Environmental Response, Compensation, and Liability Act, any analogous state law, or the common law) with respect to the past or current facilities, properties or operations of the Company and its predecessors or Affiliates, and with respect to the transactions contemplated by this Agreement (except for claims for fraud). Sellers shall have no obligation to indemnify the Purchaser Indemnitees with respect to Losses arising from any conditions of contamination identified through any environmental sampling or testing after the Closing Date that is not required by Environmental Laws. The Sellers’ obligation to indemnify the Purchaser Indemnitees with respect to any Losses relating to or arising from investigatory, corrective or remedial action at the Owned Real Property or Leased Real Property shall be limited to such actions required by Environmental Laws or applicable Leases, assuming continued industrial use of the subject property and employing risk based standards and institutional controls where available.

8.2 Mutual Assistance . Each of the parties hereto agrees that they will mutually cooperate in the expeditious filing of all notices, reports and other filings with any Governmental Authority required to be submitted jointly by any of the parties hereto in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. For three (3) years following the Closing, each of the parties hereto at their own cost, will assist each other (including by the retention of records and the provision of access to relevant records) in the preparation of their respective Tax Returns, the filing and execution of Tax elections or any Tax audits, if required, to the extent that such assistance is reasonably requested.

8.3 Press Release and Announcements; Confidentiality . Unless required by Law (in which case each of Purchaser and Sellers’ Representative shall consult with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof through the Closing, no announcements or communications to the employees, customers or suppliers of the Company Group or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the joint approval of both Purchaser and the Sellers’ Representative. Sellers’ Representative, the Company, Merger Sub and Purchaser agree to keep the terms of this Agreement confidential, except to the extent required by applicable Law or for financial reporting purposes and except that the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses. Each of Purchaser and Merger Sub acknowledges that, following the Closing or the termination of this Agreement pursuant to Article 7 , that certain confidentiality agreement by and between Purchaser and the Company, dated as of February 8, 2011 (the “ Confidentiality Agreement ”) shall remain in full force and effect pursuant to its terms.

8.4 Expenses . Except as otherwise set forth in this Agreement, the Escrow Agreement or the other Company Documents, each of the parties hereto shall be solely responsible for and shall bear all of its own costs and expenses incident to its obligations under and in respect of this Agreement, the Company Documents and the transactions contemplated hereby, including any such costs and expenses incurred by any party hereto in connection with the negotiation, preparation and performance of and compliance with the terms of this Agreement, the Company Documents and the other agreements contemplated hereby (including the fees and expenses of legal counsel, accountants, investment bankers or other representatives and consultants), regardless of whether the

transactions contemplated hereby are consummated; provided , however , that Purchaser shall be solely responsible for all filing fees under the HSR Act and any other Antitrust Law and all costs associated with obtaining any third party consents in connection with the transactions contemplated by this Agreement.

8.5 Further Assurances . Each of the parties hereto shall, and shall cause its Affiliates to, execute and deliver such further instruments and take such additional action as any other party hereto may reasonably request to effect or consummate the transactions contemplated hereby.

8.6 Transfer Taxes; Recording Charges . Notwithstanding anything to the contrary herein, all transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Purchaser when due, and Purchaser will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges.

8.7 Directors and Officers Insurance . At or prior to the Closing, Purchaser shall purchase for any Person who is on the date hereof or who becomes prior to the Closing Date, an officer or director of any member of the Company Group (each such Person, a “ D&O Beneficiary ”) a 6-year “tail” officers’ and directors’ liability insurance coverage (“ D&O Insurance ”) that is reasonably acceptable to the Sellers’ Representative with respect to all losses, claims, damages, liabilities, costs and expenses (including attorney’s fees and expenses), judgments, fines, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a “ D&O Claim ”) to the extent that any such D&O Claim is based on, or arises out of, (a) the fact that such D&O Beneficiary is or was a director or officer of any member of the Company Group at any time prior to the Closing Date or is or was serving at the request of any member of the Company Group as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at any time prior to the Closing Date, or (b) this Agreement or any of the transactions contemplated hereby or thereby, in each case to the extent that any such D&O Claim pertains to any matter of fact arising, existing, or occurring prior to or at the Closing Date, regardless of whether such D&O Claim is asserted or claimed prior to, at or after the Closing Date. The provisions of this Section 8.7 are intended to be for the benefit of, and shall be enforceable by, each such D&O Beneficiary and are in addition to, and not in substitution for, any other rights to contribution that any such person may have by contract or otherwise. For a period of six (6) years after the Closing, Purchaser shall not, and shall not permit any member of the Company Group to, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in any member of the Company Group’s articles of incorporation or bylaws (or equivalents) relating to the exculpation or indemnification of any officers or directors, it being the intent of the parties hereto that the officers and directors of any member of the Company Group on the date hereof shall continue to be entitled to such exculpation and indemnification to the full extent of the Law.

8.8 Tax Matters .

(a) Purchaser shall prepare or cause to be prepared and file or cause to be filed, at the expense of the Company Group, all Tax Returns for the Company Group which are filed after the Closing Date for any Pre-Closing Tax Period and for any Straddle Period. No later than forty-five (45) days prior to filing any such Tax Return, Purchaser shall submit such Tax Return to the Sellers’ Representative for its review and consent. The Sellers’ Representative shall provide written comments to Purchaser no later than fifteen (15) days after receiving such Tax Return. The parties shall attempt in good faith to resolve any dispute with respect to such Tax Return. If the parties are unable to resolve any such dispute within fifteen (15) days, the parties shall refer such dispute to the Accounting Arbitrator in accordance with the procedure set forth in Section 2.11(c) . To the extent that the Accounting Arbitrator is unable to resolve any such dispute prior to the due date for any Tax Return, such Tax Return shall be filed as prepared by Purchaser and shall be amended to reflect the resolution by the Accounting Arbitrator if necessary. The parties hereto agree that any Tax Return that includes the Closing Date shall reflect, unless otherwise required by law, any deduction attributable to amounts paid or accrued by the Company and/or any of its Subsidiaries on or before the Closing Date. The Sellers’ Representative shall provide the Purchaser, the Company Group with any reasonably requested assistance in preparing such Tax Returns, including any requisite powers of attorney. The Sellers’ Representative shall pay any Purchaser at least five (5) days before the due date for any Tax Return prepared pursuant to this Section 8.8(a) all Taxes with respect to any Pre-Closing Tax Period and all Taxes allocable to any Pre-Closing Straddle Period.

(b) Unless otherwise required by Law, Purchaser and its Affiliates (including on or after the Closing Date, the Company Group) shall not file, or cause to be filed, any restatement or amendment of, modification to, or claim for refund relating to, any Tax Return of any member of the Company Group for any taxable period that begins prior to the Closing Date (regardless of whether such taxable period ends prior to the Closing Date) without the prior written consent of the Sellers’ Representative, not to be unreasonably withheld.

(c) Cooperation; Procedures Relating to Tax Claims . Subject to the other provisions of this Section 8.8 , Purchaser and the Sellers’ Representative shall cooperate fully, as and to the extent reasonably requested, in connection with (i) the filing of Tax Returns, (ii) any audit, litigation or other proceeding with respect to Taxes and Tax Returns and (iii) the preparation of any financial statements to the extent related to Taxes. Such cooperation shall include the retention, and (upon the other party’s request) the provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis during normal business hours to provide additional information and explanation of any material provided hereunder; provided , that the party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; provided , further , no party shall be required to provide assistance at times or in amounts that would interfere unreasonably with the business and operations of such party. Furthermore, the Sellers’ Representative shall have the right to control, at its sole expense, any audit, litigation or other proceeding with respect to Taxes and Tax Returns of any member of the Company Group that relates solely to any Pre-Closing Tax Period. If the Sellers’ Representative elects to control such matter, then (x) Purchaser shall have the right to participate, at its sole expense, in any such matter, (y) the

Sellers’ Representative shall keep Purchaser reasonably informed of the status of such matter (including providing Purchaser with copies of all written correspondence regarding such matter), and (z) the Sellers’ Representative shall not settle any such proceedings without Purchaser’s written consent, not to be unreasonably withheld, conditioned or delayed. The Purchaser shall provide the Sellers’ Representative with notice of any written inquiries, audits, examinations or proposed adjustments by the Internal Revenue Service or any other taxing authority, which relate to any Pre-Closing Tax Period or Straddle Period within ten (10) days of the receipt of such notice. If the Sellers’ Representative elects not to control any such audit, litigation, or other proceeding that relates solely to any Pre-Closing Tax Period or such audit, litigation, or other proceeding does not relate solely to any Pre-Closing Tax Period, then Purchaser shall control such matter, provided, that (w) the Sellers’ Representative shall have the right to participate in any such matter, at its sole expense, (x) Purchaser shall keep the Sellers’ Representative reasonably informed of the status of such matter (including providing the Sellers’ Representative with copies of all written correspondence regarding such matter), and (y) Purchaser shall not settle any such proceedings without the Sellers’ Representative’s written consent, not to be unreasonably withheld, conditioned or delayed. The provisions of this Section 8.8 and not Section 8.1(c) shall govern any such audit, litigation, or other proceeding that relates to any Pre-Closing Tax Period or Straddle Period of any member of the Company Group.

(d) Straddle Period . In the case of any taxable period that includes (but does not end on) the Closing Date (a “ Straddle Period ”), the Taxes with respect to the income, property or operations of any member of the Company Group will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “ Pr e-Closing Straddle Period ”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “ Post-Closing Straddle Period ”) in accordance with this Section 8.8(d) . The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “ Privilege Period ”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.

(e) No party hereto nor any Affiliate thereof shall make an election under Section 338 of the Code or any similar provision of foreign, state or local Law in respect of the transactions contemplated by this Agreement.

(f) The Purchaser shall not take any action or cause any action to be taken with respect to the Company or the Surviving Corporation subsequent to the Closing that would cause the transactions contemplated hereby to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notice 2001-16, 2001-1 C.B. 730, and Internal Revenue Service Notice 2008-20 I.R.B. 2008-6 (January 17, 2008), and Internal Revenue Service Notice 2008-111 I.R.B. 1299 (December 1, 2008).

(g) Any payments under this Agreement shall be treated by all parties as adjustments to the Merger Consideration, unless otherwise required by Law.

8.9 Disputes; Arbitration Procedure .

(a) Except for any dispute, claim or controversy pursuant to Section 2.11 , each of the parties hereto agrees that it will attempt to resolve any dispute, claim or controversy arising out of this Agreement through good faith negotiations in the spirit of mutual cooperation between senior business executives with authority to resolve the controversy.

(b) Except for any dispute, claim or controversy pursuant to Section 2.11 , any dispute, claim or controversy that cannot be resolved by the parties hereto through good faith negotiations within thirty (30) days of notification to the counter-party of the commencement of the dispute resolution procedures of this Section 8.9 will then, upon the written request of any party hereto, be resolved by binding arbitration conducted in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of three arbitrators mutually agreeable to the parties. If the parties cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrator shall be directed by the parties to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrator shall be directed by the parties to determine the dispute in accordance with this Agreement and the substantive rules of Law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal Law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Chicago, Illinois. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction.

(c) Nothing contained in this Section 8.9 shall prevent any party hereto from resorting to judicial process if solely injunctive or equitable relief from a court is necessary to prevent injury to such party or its Affiliates to the extent permitted by this Agreement. The prevailing party in the final, non-appealable determination of any dispute, claim or controversy brought in arbitration, court or other judicial process in accordance with this Agreement shall be reimbursed fully and promptly by the non-prevailing party for all attorneys’ fees, court costs and

other reasonable costs and expenses incurred by such prevailing party in connection with the resolution of such dispute, claim or controversy.

8.10 Sellers’ Representative . The Sellers’ Representative is hereby approved (and is to be approved pursuant to the Letter of Transmittal) to serve as the representative of the Sellers with respect to the matters expressly set forth in this Agreement to be performed by the Sellers’ Representative. Each of the Sellers shall irrevocably appoint the Sellers’ Representative as the agent, proxy and attorney-in-fact for each such Seller for all purposes of this Agreement, including full power and authority on such Seller’s behalf (a) to consummate the transactions contemplated herein, (b) to pay expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (c) to disburse any funds received hereunder to such Seller and each other Seller, (d) to execute and deliver any certificates representing the Company Group’s capital stock and execution of such further instruments as Purchaser shall reasonably request, (e) to execute and deliver on behalf of such Seller any amendment or waiver hereto, (f) to take all other actions to be taken by or on behalf of such Seller in connection herewith, (g) to negotiate, settle, compromise and otherwise handle any claims for indemnification or any claims made against the then-available portion of the Escrow Amount made by any indemnified party pursuant this Agreement hereof and (h) to do each and every act and exercise any and all rights which such Seller is, or Sellers collectively are, permitted or required to do or exercise under this Agreement. Each of the Sellers shall agree to reimburse the Sellers’ Representative for any fees and expenses incurred by the Sellers’ Representative in its capacity as agent, proxy or attorney-in-fact of the Sellers in connection with this Agreement or the transactions contemplated herein. At the Effective Time, Purchaser shall deliver to the Sellers’ Representative an amount equal to $1,000,000 (the “ Sellers’ Representative Expense Fund ”) to be held in trust to cover and reimburse the fees and expenses incurred by the Sellers’ Representative for its obligations in connection with this Agreement and the transactions contemplated herein. Any balance of the Sellers’ Representative Expense Fund not incurred for such purposes shall be returned by the Sellers’ Representative to the Sellers on a pro rata basis as soon as reasonably practicable after payment of the Sellers’ Representative the amount due to it from the Sellers’ Representative Expense Fund.

ARTICLE 9

MISCELLANEOUS

9.1 Amendment and Waiver . This Agreement may not be amended, altered or modified except by a written instrument executed by the Sellers’ Representative (on behalf of the Company), Purchaser and the Merger Sub. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Person under or by reason of this Agreement. No waiver of any of the provisions of this Agreement or any breach or default hereof shall be deemed or shall constitute, a waiver, breach or default of any other provisions, whether or not similar.

9.2 Notices . All notices, demands and other communications to be given or delivered to Purchaser, the Company, or the Sellers’ Representative under or by reason of the provisions of this Agreement or the Company Documents (except to the extent a Company Document provides otherwise) will be in writing and will be deemed to have been given (a) when personally delivered, (b) one (1) day after being sent by reputable overnight courier, (c) when transmitted by facsimile or telecopy (transmission confirmed), in each case to the respective parties hereto at the addresses indicated below (unless another address is so specified by the applicable party in writing):

If to the Sellers’ Representative or prior to the Closing, to the Company, then to :

c/o Industrial Growth Partners

100 Spear Street, Suite 1500

San Francisco, CA 94105

Attention: Eric D. Heglie

Facsimile No.: (415) 882-4551

with a copy to:

Kirkland & Ellis LLP

555 California Street, Suite 2700

San Francisco, CA 94104

Attention: David A. Breach

Stuart E. Casillas

Facsimile No.: (415) 439-1500

If to Purchaser or Merger Sub, or after the Closing, to the Company, then to :

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

Attention: Robert E. Veillette, Vice President,

General Counsel & Secretary

Facsimile No.: (440) 892-9253

With a copy to:

Jones Day

North Point

901 Lakeside Ave.

Cleveland, Ohio 44114

Attention: James P. Dougherty

Facsimile No.: (216) 579-0212

9.3 Assignment . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any rights, benefits or obligations set forth herein

may be assigned or delegated by any of the parties hereto without the prior written consent of the other party.

9.4 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Upon such determination that any provision is prohibited or invalid, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in accordance with applicable Law such that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

9.5 No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any Person. The words “hereof,” “herein,” “hereby,” “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph and schedule references are to the articles, sections, paragraphs and schedules of this Agreement unless otherwise specified. The words describing the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words denoting natural persons shall include all persons and vice versa. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

9.6 Captions . The captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way modify or affect any provision of this Agreement, and all provisions of this Agreement shall be enforced and construed as if no caption had been used in this Agreement.

9.7 Third-Party Beneficiaries . Except as expressly set forth in this Agreement, no Person other than the parties hereto (and their permitted successors and assigns) will have any rights, remedies, obligations or benefits under any provision of this Agreement, and nothing in this Agreement shall create any third party beneficiary rights in any Person or entity not a party to this Agreement.

9.8 Complete Agreement . This Agreement, the Company Documents and the other agreements, instruments and documents referred to herein and therein contain the complete agreement between the parties and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

9.9 Counterparts . This Agreement, the Company Documents and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, any one of which may be delivered by facsimile, and all of which taken together shall constitute one and the same instrument (except to the extent a Company Document provides otherwise).

9.10 Governing Law and Jurisdiction . This Agreement, the Company Documents and the exhibits and schedules hereto and thereto, and all claims and disputes arising hereunder or thereunder (except to the extent a Company Document provides otherwise), shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Except as to matters subject to arbitration (other than enforcement of awards therefrom or enforcement of any party’s agreement to arbitrate) as described in Section 8.9 , to the extent permitted by Law, each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in Chicago, Illinois over any suit, action or other proceeding brought by any party arising out of or relating to this Agreement and the Company Documents (except to the extent a Company Document provides otherwise), and each of the parties hereto hereby irrevocably agrees that all claims with respect to any such suit, action or other proceeding shall be heard and determined in such courts. In the event of any litigation regarding or arising from this Agreement and the Company Documents (except to the extent a Company Document provides otherwise), the prevailing party shall be entitled to recover its reasonable expenses, attorneys’ fees and costs incurred therein or in enforcement or collection of any judgment or award rendered therein.

9.11 Attorney-Client Privilege and Conflict Waiver . Kirkland & Ellis LLP has represented the Company, its Subsidiaries, certain of the Sellers and the Sellers’ Representative in connection with this Agreement and the transactions contemplated hereby. All of the parties recognize the commonality of interest that exists and will continue to exist until Closing, and the parties agree that such commonality of interest should continue to be recognized after the Closing. Specifically, the parties agree Purchaser shall not, and shall not cause any member of the Company Group to, seek to have Kirkland & Ellis LLP disqualified from representing the Sellers’ Representative, the Seller Indemnitees and their respective Affiliates (other than the Company and its Subsidiaries) in connection with any dispute that may arise between the Sellers’ Representative, the Seller Indemnitees or their respective Affiliates, on the one hand, and the Purchaser or the Company, on the other hand, in connection with this Agreement or the transactions contemplated hereby. In connection with any such dispute that may arise between the Sellers’ Representative, the Seller Indemnitees or their respective Affiliates, on the one hand, and the Purchaser or the Company, on the other hand, the Sellers’ Representative will have the right to decide, in its sole discretion, whether or not to waive the attorney client privilege that may apply to any communications between any of the Sellers and Kirkland & Ellis LLP that occurred before the Closing.

9.12 Waiver of Jury Trial . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE COMPANY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND THEREFORE (EXCEPT TO THE EXTENT A COMPANY DOCUMENT PROVIDES OTHERWISE) IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM OR COUNTERCLAIM IN ANY COURT DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (I) THIS AGREEMENT AND THE COMPANY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR (II) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

9.13 Specific Performance . The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the Company Documents were not performed by Purchaser, or the Company, as applicable, in accordance with their specific terms or were otherwise breached by Purchaser or the Company, as applicable. It is accordingly agreed that (except to the extent a Company Document provides otherwise) the parties shall be entitled to an injunction or injunctions, without any requirement to post or provide any bond or other security in connection therewith, to prevent breaches of this Agreement and the Company Documents by any of Purchaser or the Company, as applicable, and to enforce specifically the terms and provisions hereof and thereof against Purchaser or the Company, as applicable, in any court having jurisdiction, this being in addition to any other remedy to which the parties hereto are entitled at law or in equity.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.


COMPANY:

XALOY SUPERIOR HOLDINGS, INC.

By:
Name:
Title:


PURCHASER:

NORDSON CORPORATION

By:
Name:
Title:


MERGER SUB:

BUCKEYE MERGER CORP.

By:
Name:
Title:

{Signature Page to Agreement and Plan of Merger}

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above-written solely for the purpose of accepting its appointment as the Sellers’ Representative under, and agreeing to be bound as such by, the provisions of this Agreement.


SELLERS’ REPRESENTATIVE:

INDUSTRIAL GROWTH PARTNERS III, L.P.

By:		IGP Capital Partners III, LLC
Its:		General Partner



By:
Name:		Gottfried P. Tittiger
Title:		Managing Member

{Signature Page to Agreement and Plan of Merger}

Nordson Corporation

EXHIBIT 31.1

CERTIFICATIONS

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael F. Hilton, certify that:

I have reviewed this quarterly report on Form 10-Q of Nordson Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Nordson Corporation

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory A. Thaxton, certify that:

I have reviewed this quarterly report on Form 10-Q of Nordson Corporation;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: September 5, 2012				/s/ Gregory A. Thaxton
				Gregory A. Thaxton
				Senior Vice President, Chief Financial Officer

Nordson Corporation

EXHIBIT 32.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350, Chapter 63 of Title 18, United States Code), I, Michael F. Hilton, President and Chief Executive Officer of Nordson Corporation, an Ohio corporation (the “ Company ”), do hereby certify that:

1. The Quarterly Report on Form 10-Q for the quarter ended July 31, 2012 of the Company (the “ Form 10-Q ”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: September 5, 2012				/s/ Michael F. Hilton
				Michael F. Hilton
				President and Chief Executive Officer

Nordson Corporation

EXHIBIT 32.2

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350, Chapter 63 of Title 18, United States Code), I, Gregory A. Thaxton, Senior Vice President, Chief Financial Officer of Nordson Corporation, an Ohio corporation (the “ Company ”), do hereby certify that:

2. Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: September 5, 2012				/s/ Gregory A. Thaxton
				Gregory A. Thaxton
				Senior Vice President, Chief Financial Officer