{"links":{"self":"https://clientapi.gcs-web.com/data/33381f6d-8eaa-46ae-8c63-71b3672717c2/filings/15076/html"},"meta":{"executionDate":"2026-07-16T14:57:22","cmsDomain":"https://bradyid.gcs-web.com"},"data":"\n\nForm 8-K\n\n\n\n
\n
 
\n
 
\n\n
UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION\n
\n\n
Washington, D.C. 20549\n
\n\n
FORM 8-K\n
\n\n
CURRENT REPORT
\nPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934\n
\n\n\n
Date of Report (Date of earliest event reported): May 13, 2010
\n\n
BRADY CORPORATION\n
\n\n
(Exact name of registrant as specified in its charter)
\n\n
\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
     
Wisconsin\n 1-14959\n 39-0971239
     
(State or other jurisdiction
\nof incorporation)\n		 (Commission File Number)\n (IRS Employer Identification No.)
\n
\n\n
\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
   
6555 West Good Hope Road
\nMilwaukee, Wisconsin\n		  
53223
   
(Address of principal executive offices)\n (Zip Code)
\n
\n\n
Registrant’s telephone number, including area code: (414) 358-6600
\n\n
\n\n\n
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
\n\n
\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
\n
\n\n
 
\n
 
\n\n

\n\n

\n

 

\n

\n\n
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT\n
\n\n\n
On May 13, 2010, Brady Corporation completed a private placement of €75,000,000 (approximately\n$95,000,000 USD) aggregate principal amount of senior notes to accredited institutional investors.\nThe €75,000,000 of senior notes consists of €30,000,000 aggregate principal amount of 3.71% Series\n2010-A Senior Notes, Tranche A, due May 13, 2017 and €45,000,000 aggregate principal amount of\n4.24% Series 2010-A Senior Notes, Tranche B, due May 13, 2020. The senior notes, which are senior\nunsecured obligations of Brady Corporation and certain of its subsidiaries, were issued pursuant to\na Note Purchase Agreement, dated as of May 13, 2010, between Brady Corporation, Brady Worldwide,\nInc., and Tricor Direct, Inc., on the one hand, and certain purchasers listed therein, on the other\nhand (the “Note Purchase Agreement”). The senior notes are guaranteed by certain of Brady\nCorporation’s domestic subsidiaries. Brady Corporation intends to use the net proceeds of the\nprivate placement to refinance existing debt, to fund future acquisitions, and for general\ncorporate purposes. The sale of the senior notes was exempt from the registration requirements of\nthe Securities Act of 1933. The notes will not be registered for resale and may not be resold\nabsent such registration or an applicable exemption from the registration requirements of the\nSecurities Act and applicable state securities laws. The foregoing description of the senior notes\nis qualified in its entirety by the terms of the Note Purchase Agreement, which is filed as Exhibit\n10.1 to this report and is incorporated herein by reference.\n
\n\n
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET\nARRANGEMENT OF A REGISTRANT\n
\n\n\n
The information set forth above under Item 1.01 is incorporated herein by reference.\n
\n\n
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS\n
\n\n\n
(d) Exhibits\n
\n\n
The following is filed as an Exhibit to this Report.\n
\n
\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n\n \n \n \n\n\n \n \n \n\n
   
Exhibit No. Description of Exhibit
 
  
10.1\n
 Note Purchase Agreement, dated as of May 13, 2010, by and among Brady Corporation, Brady\nWorldwide, Inc., Tricor Direct, Inc., and the purchasers listed therein.
\n
\n\n\n
SIGNATURE\n
\n\n\n
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused\nthis report to be signed on its behalf by the undersigned hereunto duly authorized.\n
\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n\n \n\n
     
 BRADY CORPORATION
\n 		 
Date: May 14, 2010 /s/ Thomas J. Felmer\n  
 Thomas J. Felmer  
 Senior Vice President &\nChief Financial Officer  
 
\n\n\n

 \n\n

\n

\n\n\n\n\n\n
\n\nExhibit 10.1\n\n\n\n
\n\n
EXHIBIT 10.1\n
\n\n\n
 
\n
 
\n\n\n\n\n
Brady Corporation
\nBrady Worldwide, Inc.
\nTricor Direct, Inc.
\n\n
€30,000,000 3.71% Series 2010-A Senior Notes, Tranche A,
\ndue May 13, 2017
\n\n
€45,000,000 4.24% Series 2010-A Senior Notes, Tranche B,
\ndue May 13, 2020
\n\n
 
\n\n
Note Purchase Agreement
\n\n
 
\n\n
Dated as of May 13, 2010
\n\n\n
 
\n
 
\n\n\n\n\n\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n\n\n\n\n\n\n
Table of Contents\n
\n\n
\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n\n\n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n
         
Section  Heading Page
 
        
Section 1. Authorization of Notes  1 
 \n
 Section 1.1.\n Description of Notes\n  1 
 \n
 Section 1.2.\n Interest Rates\n  2 
 
        
Section 2. Sale and Purchase of Notes  2 
 \n
 Section 2.1.\n Series 2010-A Notes\n  2 
 \n
 Section 2.2.\n Additional Series of Notes\n  2 
 \n
 Section 2.3.\n Subsidiary Guaranty\n  3 
 
        
Section 3. Closing   4  
 
        
Section 4. Conditions to Closing  4 
 \n
 Section 4.1.\n Representations and Warranties\n  4 
 \n
 Section 4.2.\n Performance; No Default\n  5 
 \n
 Section 4.3.\n Compliance Certificates\n  5 
 \n
 Section 4.4.\n Opinions of Counsel\n  5 
 \n
 Section 4.5.\n Purchase Permitted by Applicable\nLaw, Etc.\n  5 
 \n
 Section 4.6.\n Related Transactions\n  6 
 \n
 Section 4.7.\n Payment of Special Counsel Fees\n  6 
 \n
 Section 4.8.\n Private Placement Number\n  6 
 \n
 Section 4.9.\n Changes in Corporate Structure\n  6 
 \n
 Section 4.10.\n Subsidiary Guaranty\n  6 
 \n
 Section 4.11.\n Proceedings and Documents\n  6 
 \n
 Section 4.12.\n Conditions to Issuance of Additional Notes\n  6 
 
        
Section 5. Representations and Warranties of the Obligors  7 
 \n
 Section 5.1.\n Organization; Power and Authority\n  7 
 \n
 Section 5.2.\n Authorization, Etc.\n  7 
 \n
 Section 5.3.\n Disclosure\n  8 
 \n
 Section 5.4.\n Organization and Ownership of Shares of Subsidiaries; Affiliates\n  8 
 \n
 Section 5.5.\n Financial Statements\n  9 
 \n
 Section 5.6.\n Compliance with Laws, Other\nInstruments, Etc.\n  9 
 \n
 Section 5.7.\n Governmental Authorizations, Etc.\n  9 
 \n
 Section 5.8.\n Litigation; Observance of Statutes and Orders\n  9 
 \n
 Section 5.9.\n Taxes\n  10 
 \n
 Section 5.10.\n Title to Property; Leases\n  10 
 \n
 Section 5.11.\n Licenses, Permits, Etc.\n  10 
 \n
 Section 5.12.\n Compliance with ERISA\n  11 
 \n
 Section 5.13.\n Private Offering by the Obligors\n  11 
\n
\n\n\n

 \n\n

-i-\n

\n\n\n

\n

 

\n\n

\n
\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n\n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n
         
Section  Heading Page
 
        
 \n
 Section 5.14.\n Use of Proceeds; Margin Regulations\n  11 
 \n
 Section 5.15.\n Existing Debt; Future Liens\n  12 
 \n
 Section 5.16.\n Foreign Assets Control Regulations,\nEtc.\n  12 
 \n
 Section 5.17.\n Status under Certain Statutes\n  13 
 \n
 Section 5.18.\n Environmental Matters\n  13 
 \n
 Section 5.19.\n Notes Rank Pari Passu\n  13 
 
        
Section 6. Representations of the Purchaser  13 
 \n
 Section 6.1.\n Purchase for Investment\n  13 
 \n
 Section 6.2.\n Accredited Investor\n  14 
 \n
 Section 6.3.\n Source of Funds\n  14 
 
        
Section 7. Information as to Company  16 
 \n
 Section 7.1.\n Financial and Business Information\n  16 
 \n
 Section 7.2.\n Officer’s Certificate\n  18 
 \n
 Section 7.3.\n Inspection\n  19 
 
        
Section 8. Payment of the Notes\n  19\n  
 \n
 Section 8.1. Required Prepayments\n  19 
 \n
 Section 8.2.\n Optional Prepayments with Make-Whole Amount\n  19 
 \n
 Section 8.3.\n Allocation of Partial Prepayments\n  20 
 \n
 Section 8.4.\n Maturity; Surrender, Etc.\n  20 
 \n
 Section 8.5.\n Purchase of Notes\n  20 
 \n
 Section 8.6.\n Make-Whole Amount for the Series 2010-A Notes\n  21 
 
        
Section 9. Affirmative Covenants  25 
 \n
 Section 9.1.\n Compliance with Law\n  25 
 \n
 Section 9.2.\n Insurance\n  26 
 \n
 Section 9.3.\n Maintenance of Properties\n  26 
 \n
 Section 9.4.\n Payment of Taxes and Claims\n  26 
 \n
 Section 9.5.\n Corporate Existence, Etc.\n  26 
 \n
 Section 9.6.\n Additional Subsidiary Guarantors\n  26 
 \n
 Section 9.7.\n Notes to Rank Pari Passu\n  27 
 
        
Section 10. Negative Covenants  27 
 \n
 Section 10.1.\n Consolidated Debt to Consolidated EBITDA\n  27 
 \n
 Section 10.2.\n Priority Debt\n  27 
 \n
 Section 10.3.\n Limitation on Liens\n  27 
 \n
 Section 10.4.\n Sales of Asset\n  29 
 \n
 Section 10.5.\n Merger and Consolidation\n  30 
 \n
 Section 10.6.\n Nature of Business\n  31 
 \n
 Section 10.7.\n Transactions with Affiliates\n  32 
 \n
 Section 10.8.\n Terrorism Sanctions Regulations\n  32 
\n
\n\n\n

 \n\n

-ii-\n

\n\n\n

\n

 

\n\n

\n
\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n\n\n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n\n\n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n
         
Section  Heading Page
 
        
Section 11. Events of Default  32 
 
        
Section 12. Remedies on Default, Etc.  34 
 \n
 Section 12.1.\n Acceleration\n  34 
 \n
 Section 12.2.\n Other Remedies\n  35 
 \n
 Section 12.3.\n Rescission\n  35 
 \n
 Section 12.4.\n No Waivers or Election of Remedies,\nExpenses, Etc.\n  35 
 
        
Section 13. Registration; Exchange; Substitution of Notes  36 
 \n
 Section 13.1.\n Registration of Notes\n  36 
 \n
 Section 13.2.\n Transfer and Exchange of Notes\n  36 
 \n
 Section 13.3.\n Replacement of Notes\n  37 
 
        
Section 14. Payments on Notes  37 
 \n
 Section 14.1.\n Place of Payment\n  37 
 \n
 Section 14.2.\n Home Office Payment\n  37 
 
        
Section 15. Expenses, Etc.  38 
 \n
 Section 15.1.\n Transaction Expenses\n  38 
 \n
 Section 15.2.\n Survival\n  38 
 
        
Section 16. Survival of Representations and Warranties; Entire Agreement  39 
 
        
Section 17. Amendment and Waiver  39 
 \n
 Section 17.1.\n Requirements\n  39 
 \n
 Section 17.2.\n Solicitation of Holders of Notes\n  40 
 \n
 Section 17.3.\n Binding Effect, Etc.\n  40 
 \n
 Section 17.4.\n Notes Held by Obligors, Etc.\n  40 
 
        
Section 18. Notices  41 
 
        
Section 19. Reproduction of Documents  41 
 
        
Section 20. Confidential Information  42 
 
        
Section 21. Substitution of Purchaser  43 
 
        
Section 22. Miscellaneous  43 
 \n
 Section 22.1.\n Successors and Assigns\n  43 
 \n
 Section 22.2.\n Payments Due on Non-Business Days\n  43 
\n
\n\n\n

 \n\n

-iii-\n

\n\n\n

\n

 

\n\n

\n
\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n
         
Section  Heading Page
 
        
 \n
 Section 22.3.\n Severability\n  44 
 \n
 Section 22.4.\n Construction\n  44 
 \n
 Section 22.5.\n Counterparts\n  44 
 \n
 Section 22.6.\n Governing Law\n  44 
 \n
 Section 22.7.\n Accounting Terms\n  44 
 \n
 Section 22.8\n Determinations Involving Different Currencies\n  44 
 
        
Section 23. Submission to Jurisdiction; Waiver of Immunity  45 
 
        
Section 24. Judgment Currency  45 
 \n
 Section 24.1.\n Judgment Currency\n  45 
 \n
 Section 24.2.\n Survival\n  46 
\n
\n\n\n

 \n\n

-iv-\n

\n\n\n

\n

 

\n\n

\n
\n\n\n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n
     
Schedule A\n
 —\n Information Relating to Purchasers
 
    
Schedule B\n
 —\n Defined Terms
 
    
Schedule 4.9\n
 —\n Changes in Corporate Structure
 
    
Schedule 5.4\n
 —\n Subsidiaries of the Obligors, Ownership of Subsidiary Stock, Affiliates
 
    
Schedule 5.5\n
 —\n Financial Statements
 
    
Schedule 5.11\n
 —\n Licenses, Permits, Etc.
 
    
Schedule 5.15\n
 —\n Existing Consolidated Debt
 
    
Schedule 10.3\n
 —\n Existing Liens
 
    
Schedule B\n
 —\n Existing Investments
 
    
Exhibit 1(a)\n
 —\n Form of 3.71% Series 2010-A Senior Notes, Tranche A, due May 13, 2017
 
    
Exhibit 1(b)\n
 —\n Form of 4.24% Series 2010-A Senior Notes, Tranche B, due May 13, 2020
 
    
Exhibit 2.3\n
 —\n Form of Subsidiary Guaranty
 
    
Exhibit 4.4(a)\n
 —\n Form of Opinion of Special Counsel to the Obligors
 
    
Exhibit 4.4(b)\n
 —\n Form of Opinion of Lead Counsel, Director of Legal and Corporate Compliance\nof Brady Corporation
 
    
Exhibit 4.4(c)\n
 —\n Form of Opinion of Special Counsel to the Purchasers
 
    
Exhibit S\n
 —\n Form of Supplement to Note Purchase Agreement
\n
\n\n\n\n

 \n\n

-v-\n

\n\n\n\n\n

\n

 

\n

\n\n
Brady Corporation
\nBrady Worldwide, Inc.
\nTricor Direct, Inc.
\n6555 West Good Hope Road
\nMilwaukee, WI 53223\n
\n\n\n
€30,000,000 3.71% Series 2010-A Senior Notes, Tranche A,
\ndue May 13, 2017\n\n
\n\n
€45,000,000 4.24% Series 2010-A Senior Notes, Tranche B,
\ndue May 13, 2020\n\n
\n\n
Dated as of
\nMay 13, 2010\n
\n\n\n
To the Purchasers listed in\n
\n\n\n
the attached Schedule A:\n
\n\n
Ladies and Gentlemen:\n
\n\n\n
Each of Brady Corporation, a Wisconsin corporation (the “Company”), Brady\nWorldwide, Inc., a Wisconsin corporation (“Brady Worldwide”), and Tricor Direct,\nInc., a Delaware corporation (“Tricor Direct” and, together with the Company and Brady\nWorldwide, the “Obligors”), jointly and severally agrees with the Purchasers listed in the attached\nSchedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:\n
\n\n
Section 1. Authorization of Notes.\n
\n\n\n
Section 1.1. Description of Notes. The Obligors will authorize the issue and sale of the\nfollowing Senior Notes:\n
\n
\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n
         
  Series and/or Aggregate Principal    
Issue Tranche Amount Interest Rate Maturity Date
Senior Notes\n Series 2010-A,
\nTranche A (the
\n“Tranche A Notes”)\n		 €30,000,000\n 3.71%\n May 13, 2017
Senior Notes\n Series 2010-A,
\nTranche B (the
\n“Tranche B Notes”)\n		 €45,000,000\n 4.24%\n May 13, 2020
\n
\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n
The Senior Notes (the “Series 2010-A Notes”) described above together with each Series of\nAdditional Notes which may from time to time be issued pursuant to the provisions of Section 2.2\nare collectively referred to as the “Notes” (such term shall also include any such notes issued in\nsubstitution therefor pursuant to Section 13 of this Agreement). The Tranche A Notes and the\nTranche B Notes shall be substantially in the form set out in Exhibit 1(a) and Exhibit 1(b),\nrespectively, with such changes therefrom, if any, as may be approved by the Purchasers and the\nObligors. Certain capitalized terms used in this Agreement are defined in Schedule B; references\nto a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit\nattached to this Agreement.\n
\n\n
Section 1.2. Interest Rates. The Series 2010-A Notes shall bear interest (computed on the\nbasis of a 360-day year consisting of twelve 30-day months) on the unpaid principal thereof from\nthe date of issuance at a per annum rate equal to 3.71% in the case of the Tranche A Notes, and\n4.24% in the case of the Tranche B Notes, payable semiannually on the 13th day of May and November\nin each year and at maturity, commencing on November 13, 2010, until such principal sum shall have\nbecome due and payable, and, to the extent permitted by law on any overdue payment (including any\noverdue prepayment) of principal, any overdue payment of interest and any overdue payment of any\nMake-Whole Amount or (without duplication) Swap Indemnification Amount, payable semi-annually as\naforesaid (or, at the option of the registered holder hereof, on demand), at the applicable Default\nRate until paid.\n
\n\n
Section 2. Sale and Purchase of Notes.\n
\n\n\n
Section 2.1. Series 2010-A Notes. Subject to the terms and conditions of this Agreement, the\nObligors will issue and sell to each Purchaser and each Purchaser will purchase from the Obligors,\nat the Closing provided for in Section 3, the Series 2010-A Notes in the principal amount specified\nopposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount\nthereof. The obligations of each Purchaser hereunder are several and not joint obligations and\neach Purchaser shall have no obligation and no liability to any Person for the performance or\nnonperformance by any other Purchaser hereunder.\n
\n\n
Section 2.2. Additional Series of Notes. The Obligors may, from time to time, in their sole\ndiscretion but subject to the terms hereof, issue and sell one or more additional Series of their\nunsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a\n“Supplement”) substantially in the form of Exhibit S, provided that the aggregate principal amount\nof Notes of all Series issued pursuant to all Supplements in accordance with the terms of this\nSection 2.2 shall not exceed $500,000,000 (or the equivalent amount in Euros determined at the time\nof issuance thereof). Each additional Series of Notes (the “Additional Notes”) issued pursuant to\na Supplement shall be subject to the following terms and conditions:\n
\n\n\n
(i) each Series of Additional Notes, when so issued, shall be differentiated from all\nprevious Series by sequential alphabetical designation inscribed thereon;\n
\n\n\n
(ii) Additional Notes of the same Series may consist of more than one different and\nseparate tranches and may differ with respect to outstanding principal amounts, maturity\ndates, currencies, interest rates and premiums, if any, and price and terms of redemption or\npayment prior to maturity, but all such different and separate tranches of the same Series\nshall vote as a single class and constitute one Series;\n
\n

 \n\n

-2-\n

\n\n\n

\n

 

\n\n

\n\n\n
(iii) each Series of Additional Notes shall be dated the date of issue, bear interest\nat such rate or rates, mature on such date or dates, be subject to such mandatory and\noptional prepayment on the dates and at the premiums, if any, be payable in such currency,\nhave such additional or different conditions precedent to closing, such representations and\nwarranties and such additional covenants as shall be specified in the Supplement under which\nsuch Additional Notes are issued and upon execution of any such Supplement, this Agreement\nshall be amended (a) to reflect such additional covenants without further action on the part\nof the holders of the Notes outstanding under this Agreement, provided, that any such\nadditional covenants shall inure to the benefit of all holders of Notes so long as any\nAdditional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect\nsuch representations and warranties as are contained in such Supplement for the benefit of\nthe holders of such Additional Notes in accordance with the provisions of Section 16;\n
\n\n\n
(iv) each Series of Additional Notes issued under this Agreement shall be in\nsubstantially the form of Exhibit 1 to Exhibit S hereto with such variations, omissions and\ninsertions as are necessary or permitted hereunder;\n
\n\n\n
(v) the minimum principal amount of any Note issued under a Supplement shall be\n$500,000 (or the equivalent amount in Euros), except as may be necessary to evidence the\noutstanding amount of any Note originally issued in a denomination of $500,000 (or the\nequivalent amount in Euros) or more;\n
\n\n\n
(vi) the Additional Notes may only be issued in Dollars and/or Euros;\n
\n\n\n
(vii) all Additional Notes shall constitute Senior Debt of the Obligors and shall rank\npari passu with all other outstanding Notes; and\n
\n\n\n
(viii) no Additional Notes shall be issued hereunder if, at the time of issuance\nthereof and after giving effect to the application of the proceeds thereof, any Default or\nEvent of Default shall have occurred and be continuing.\n
\n\n
Section 2.3. Subsidiary Guaranty. (a) The payment by the Obligors of all amounts due with\nrespect to the Notes and the performance by the Obligors of their obligations under this Agreement\nwill be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the\nSubsidiary Guaranty Agreement, dated as of even date herewith, which shall be substantially in the\nform of Exhibit 2.3 attached hereto, and otherwise in accordance with the provisions of Section 9.6\nhereof (the “Subsidiary Guaranty”).\n
\n

 \n\n

-3-\n

\n\n\n

\n

 

\n\n

\n\n
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the\nSubsidiary Guaranty upon the written request of the Obligors, provided that (i) such Subsidiary\nGuarantor has been released and discharged (or will be released and discharged concurrently with\nthe release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor\nunder and in respect of all outstanding Senior Debt (including the Senior Credit Agreement) and the\nObligors so certify to the holders of the Notes in a certificate of a Responsible Officer, (ii) at\nthe time of such release and discharge, the Obligors shall deliver a certificate of a Responsible\nOfficer to the holders of the Notes stating that no Default or Event of Default exists, and (iii)\nif any fee or other form of consideration is given to any holder of Debt of the Obligors in\nconnection with such release, holders of the Notes shall receive equivalent consideration (a\n“Collateral Release”). In addition, upon the written request of the Obligors, any Subsidiary\nGuarantor may be discharged and released from the Subsidiary Guaranty upon the prior written\nconsent of the Required Holders, which written consent may be given or withheld in the sole and\nabsolute discretion of the Required Holders.\n
\n\n
Section 3. Closing.\n
\n\n\n
The sale and purchase of the Series 2010-A Notes to be purchased by each Purchaser shall occur\nat the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603 at 10:00\na.m., Chicago time, at a closing (the “Closing Date”) on May 13, 2010 or on such other Business Day\nthereafter on or prior to April 30, 2010 as may be agreed upon by the Obligors and the Purchasers.\nOn the Closing Date, the Obligors will deliver to each Purchaser the Notes to be purchased by such\nPurchaser in the form of a single Note (or such greater number of Notes in denominations of at\nleast $500,000 (or the equivalent amount in Euros) as such Purchaser may request) dated the date of\nthe Closing Date and registered in such Purchaser’s name (or in the name of such Purchaser’s\nnominee), against delivery by such Purchaser to the Obligors or their order of immediately\navailable funds in the amount of the purchase price therefor by wire transfer of immediately\navailable funds for the account of the Obligors [Confidential Information Redacted]. If, on the\nClosing Date, the Obligors shall fail to tender such Notes to any Purchaser as provided above in\nthis Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to\nany Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of\nall further obligations under this Agreement, without thereby waiving any rights such Purchaser may\nhave by reason of such failure or such nonfulfillment.\n
\n\n
Section 4. Conditions to Closing.\n
\n\n\n
The obligation of each Purchaser to purchase and pay for the Notes to be sold to such\nPurchaser at the Closing Date is subject to the fulfillment to such Purchaser’s satisfaction, prior\nto or on the Closing Date, of the following conditions applicable to the Closing Date:\n
\n\n
Section 4.1. Representations and Warranties.\n
\n\n
(a) Representations and Warranties of the Obligors. The representations and warranties of the\nObligors in this Agreement shall be correct when made and at the time of the Closing Date.\n
\n\n
(b) Representations and Warranties of the Subsidiary Guarantors. The representations and\nwarranties of the Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when made and\nat the time of the Closing Date.\n
\n

 \n\n

-4-\n

\n\n\n

\n

 

\n\n

\n\n
Section 4.2. Performance; No Default. The Obligors and each Subsidiary Guarantor\nshall have performed and complied with all agreements and conditions contained in this Agreement\nand the Subsidiary Guaranty required to be performed or complied with by the Obligors and each such\nSubsidiary Guarantor prior to or on the Closing Date, and after giving effect to the issue and sale\nof the Series 2010-A Notes (and the application of the proceeds thereof as contemplated by Section\n5.14), no Default or Event of Default shall have occurred and be continuing. None of the Obligors\nnor any Subsidiary shall have entered into any transaction since the date of the Memorandum that\nwould have been prohibited by Section 10 hereof had such Section applied since such date.\n
\n\n\n
Section 4.3. Compliance Certificates.\n
\n\n
(a) Officer’s Certificate of the Obligors. Each Obligor shall have delivered to such\nPurchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions\nspecified in Sections 4.1(a), 4.2 and 4.9 have been fulfilled.\n
\n\n
(b) Secretary’s Certificate of the Obligors. Each Obligor shall have delivered to such\nPurchaser a certificate, dated the Closing Date, certifying as to the resolutions attached thereto\nand other corporate proceedings relating to the authorization, execution and delivery of the Series\n2010-A Notes and this Agreement.\n
\n\n
(c) Officer’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall have\ndelivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the\nconditions specified in Sections 4.1(b), 4.2 and 4.9 have been fulfilled.\n
\n\n
(d) Secretary’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall\nhave delivered to such Purchaser a certificate, dated the Closing Date, certifying as to the\nresolutions attached thereto and other corporate proceedings relating to the authorization,\nexecution and delivery of the Subsidiary Guaranty.\n
\n\n
Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in\nform and substance satisfactory to such Purchaser, dated the Closing Date (a) from Quarles & Brady\nLLP, special counsel of the Obligors, covering the matters set forth in Exhibit 4.4(a) and covering\nsuch other matters incident to the transactions contemplated hereby as such Purchaser or such\nPurchaser’s counsel may reasonably request (and the Obligors hereby instruct their counsel to\ndeliver such opinion to such Purchaser), (b) from Krista Ebbens, Lead Counsel, Director of Legal\nand Corporate Compliance of Brady Corporation covering the matters set forth in Exhibit 4.4(b) and\ncovering such other matters incident to the transactions contemplated hereby as such Purchaser or\nsuch Purchaser’s counsel may reasonably request, and (c) from Chapman and Cutler LLP, the\nPurchasers’ special counsel in connection with such transactions, substantially in the form set\nforth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such\nPurchaser may reasonably request.\n
\n

 \n\n

-5-\n

\n\n\n

\n

 

\n\n

\n\n
Section 4.5. Purchase Permitted by Applicable Law, Etc. On the Closing each purchase\nof Series 2010-A Notes shall (a) be permitted by the laws and regulations of each jurisdiction to\nwhich each Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the\nNew York Insurance Law) permitting limited investments by insurance companies without restriction\nas to the character of the particular investment, (b) not violate any applicable law or regulation\n(including, without limitation, Regulation T, U or X of the Board of Governors of the Federal\nReserve System) and (c) not subject any Purchaser to any tax, penalty or liability under or\npursuant to any applicable law or regulation, which law or regulation was not in effect on the date\nhereof. If requested by any Purchaser, such Purchaser shall have received an Officer’s Certificate\ncertifying as to such matters of fact as such Purchaser may reasonably specify to enable such\nPurchaser to determine whether such purchase is so permitted.\n
\n\n
Section 4.6. Related Transactions. The Obligors shall have consummated the sale of\nthe entire principal amount of the Notes scheduled to be sold on the Closing Date pursuant to this\nAgreement.\n
\n\n
Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section\n15.1, the Obligors shall have paid on or before the Closing Date, the reasonable fees, reasonable\ncharges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4\nto the extent reflected in a statement of such counsel rendered to the Obligors at least one (1)\nBusiness Day prior to the Closing Date.\n
\n\n
Section 4.8. Private Placement Number. A Private Placement Number issued by Standard\n& Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National\nAssociation of Insurance Commissioners) shall have been obtained by Chapman and Cutler LLP for the\nSeries 2010-A Notes.\n
\n\n
Section 4.9. Changes in Corporate Structure. None of the Obligors nor any Subsidiary\nGuarantor shall have changed its jurisdiction of organization or, except as reflected in Schedule\n4.9, been a party to any merger or consolidation, or shall have succeeded to all or any substantial\npart of the liabilities of any other entity, at any time following the date of the most recent\nfinancial statements referred to in Schedule 5.5.\n
\n\n
Section 4.10. Subsidiary Guaranty. The Subsidiary Guaranty shall have been duly authorized,\nexecuted and delivered by each Subsidiary Guarantor, shall constitute the legal, valid and binding\ncontract and agreement of each Subsidiary Guarantor and such Purchaser shall have received a true,\ncorrect and complete copy thereof.\n
\n\n
Section 4.11. Proceedings and Documents. All corporate or other organizational\nproceedings in connection with the transactions contemplated by this Agreement and all documents\nand instruments incident to such\ntransactions shall be satisfactory to such Purchaser and such Purchaser’s special counsel, and such\nPurchaser and such Purchaser’s special counsel shall have received all such counterpart originals\nor certified or other copies of such documents as such Purchaser or such Purchaser’s special\ncounsel may reasonably request.\n
\n\n
Section 4.12. Conditions to Issuance of Additional Notes. The obligations of the Additional\nPurchasers to purchase any Additional Notes shall be subject to the following conditions precedent,\nin addition to the conditions specified in the Supplement pursuant to which such Additional Notes\nmay be issued:\n
\n

 \n\n

-6-\n

\n\n\n

\n

 

\n\n

\n\n\n
(a) Compliance Certificate. A duly authorized Senior Financial Officer shall execute\nand deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate\ndated the date of issue of such Series of Additional Notes stating that such officer has\nreviewed the provisions of this Agreement (including any Supplements hereto) and setting\nforth the information and computations (in sufficient detail) required in order to establish\nwhether after giving effect to the issuance of the Additional Notes and after giving effect\nto the application of the proceeds thereof, each of the Obligors is in compliance with the\nrequirements of Sections 10.1 and 10.2 on such date (based upon the financial statements for\nthe most recent fiscal quarter ended prior to the date of such certificate).\n
\n\n\n
(b) Execution and Delivery of Supplement. The Obligors and each such Additional\nPurchaser shall execute and deliver a Supplement substantially in the form of Exhibit S\nhereto.\n
\n\n\n
(c) Representations of Additional Purchasers. Each Additional Purchaser shall have\nconfirmed in the Supplement that the representations set forth in Section 6 are true with\nrespect to such Additional Purchaser on and as of the date of issue of the Additional Notes.\n
\n\n\n
(d) Execution and Delivery of Guaranty Ratification. Provided a Collateral Release\nshall not have occurred, each Subsidiary Guarantor shall execute and deliver a Guaranty\nRatification in the form attached to the Subsidiary Guaranty.\n
\n\n
Section 5. Representations and Warranties of the Obligors.\n
\n\n\n\n
Each Obligor represents and warrants to each Purchaser that:\n
\n\n
Section 5.1. Organization; Power and Authority. Each Obligor is a corporation duly\nincorporated, validly existing in good standing (or equivalent status) under the laws of its\njurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good\nstanding (or equivalent status) in each jurisdiction in which such qualification is required by\nlaw, other than those jurisdictions as to which the failure to be so qualified or in good standing\n(or equivalent status) could not, individually or in the aggregate, reasonably be expected to have\na Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under\nlease the properties it purports to own or hold under lease, to transact the business it transacts,\nto execute and deliver this Agreement and the Series 2010-A Notes and to perform the provisions\nhereof and thereof.\n
\n\n
Section 5.2. Authorization, Etc. This Agreement and the Series 2010-A Notes have\nbeen duly authorized by all necessary corporate action on the part of each Obligor, and this\nAgreement constitutes, and upon execution and\ndelivery thereof each Series 2010-A Note will constitute, a legal, valid and binding obligation of\neach Obligor enforceable against each Obligor in accordance with its terms, except as such\nenforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium\nor other similar laws affecting the enforcement of creditors’ rights generally and (ii) general\nprinciples of equity (regardless of whether such enforceability is considered in a proceeding in\nequity or at law).\n
\n

 \n\n

-7-\n

\n\n\n

\n

 

\n\n

\n\n
Section 5.3. Disclosure. The Obligors, through their agent, Banc of America\nSecurities LLC, have delivered to each Purchaser a copy of a Private Placement Memorandum, dated\nMarch 2010 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum\nfairly describes, in all material respects, the general nature of the business and principal\nproperties of the Obligors and the Subsidiaries. This Agreement, the Memorandum, the documents,\ncertificates or other writings delivered to the Purchasers by or on behalf of the Obligors in\nconnection with the transactions contemplated hereby and the financial statements listed in\nSchedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to\nstate any material fact necessary to make the statements therein not misleading in light of the\ncircumstances under which they were made. Except as disclosed in the Memorandum or in one of the\ndocuments, certificates or other writings identified therein or herein, since July 31, 2009, there\nhas been no change in the financial condition, operations, business or properties of the Company or\nany of its Subsidiaries except changes that individually or in the aggregate could not reasonably\nbe expected to have a Material Adverse Effect. There is no fact known to the Obligors that could\nreasonably be expected to have a Material Adverse Effect that has not been set forth herein or in\nthe Memorandum or in the other documents, certificates and other writings delivered to each\nPurchaser by or on behalf of the Obligors specifically for use in connection with the transactions\ncontemplated hereby.\n
\n\n
Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. (a)\nSchedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s\nSubsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its\norganization, and the percentage of shares of each class of its capital stock or similar equity\ninterests outstanding owned by the Company and each other Subsidiary, and all other Investments of\nthe Obligors and their Subsidiaries, (ii) the Company’s Affiliates, other than Subsidiaries, and\n(iii) the Company’s directors and senior officers.\n
\n\n
(b) All of the outstanding shares of capital stock or similar equity interests of each\nSubsidiary shown in Schedule 5.4 as being owned by the Obligors and their Subsidiaries have been\nvalidly issued, are fully paid and nonassessable (except, with respect to capital stock of a\nWisconsin corporation, as otherwise provided in former Section 180.0622(2) of the Wisconsin\nBusiness Corporation Law, as judicially interpreted, for debts incurred prior to June 14, 2006) and\nare owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise\ndisclosed in Schedule 5.4).\n
\n\n
(c) Each Domestic Subsidiary identified in Schedule 5.4 is a corporation or other legal entity\nduly incorporated (or organized if not a corporation), validly existing and in good standing (or\nequivalent status) under the laws of its jurisdiction of organization, and is duly qualified as a\nforeign corporation or other legal entity and is in good standing (or equivalent status) in each\njurisdiction in which such qualification is required by law, other than those jurisdictions as to\nwhich the failure to be so qualified or in good standing (or equivalent status) could not,\nindividually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each\nsuch Domestic Subsidiary has the corporate or other power and authority to own or hold under lease\nthe properties it purports to own or hold under lease and to transact the business it transacts.\n
\n

 \n\n

-8-\n

\n\n\n

\n

 

\n\n

\n\n
(d) No Subsidiary is a party to, or otherwise subject to, any legal restriction or any\nagreement (other than this Agreement, the agreements listed on Schedule 5.4, customary limitations\nimposed by corporate, limited liability company, limited partnership or similar statutes, and other\nrestrictions and conditions imposed by Governmental Authorities under applicable law) restricting\nthe ability of such Subsidiary to pay dividends out of profits or make any other similar\ndistributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of\ncapital stock or similar equity interests of such Subsidiary.\n
\n\n
Section 5.5. Financial Statements. The Company has delivered to each Purchaser\ncopies of the financial statements of the Obligors and their Subsidiaries listed on Schedule 5.5.\nAll of said financial statements (including in each case the related schedules and notes) fairly\npresent in all material respects the consolidated financial position of the Obligors and their\nSubsidiaries as of the respective dates specified in such financial statements and the consolidated\nresults of their operations and cash flows for the respective periods so specified and have been\nprepared in accordance with GAAP consistently applied throughout the periods involved except as set\nforth in the notes thereto (subject, in the case of any interim financial statements, to normal\nyear-end adjustments and absence of footnotes).\n
\n\n
Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery\nand performance by the Obligors of this Agreement and the Series 2010-A Notes will not (a)\ncontravene, result in any breach of, or constitute a default under, or result in the creation of\nany Lien in respect of any property of the Obligors or any Subsidiary under, any indenture,\nmortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws,\nor any other agreement or instrument to which any Obligor or any Subsidiary is bound or by which\nany Obligor or any Subsidiary or any of their respective properties may be bound or affected, (b)\nconflict with or result in a breach of any of the terms, conditions or provisions of any order,\njudgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to any\nObligor or any Subsidiary, or (c) violate any provision of any statute or other rule or regulation\nof any Governmental Authority applicable to any Obligor or any Subsidiary.\n
\n\n
Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization\nof, or registration, filing or declaration with, any Governmental Authority is required in\nconnection with the execution, delivery or performance by any Obligor of this Agreement or the\nSeries 2010-A Notes.\n
\n\n
Section 5.8. Litigation; Observance of Statutes and Orders. (a) There are no\nactions, suits or proceedings pending or, to the knowledge of any Obligor, threatened against or\naffecting any Obligor or any Subsidiary or any property of any Obligor or any Subsidiary in any\ncourt or before any arbitrator of any kind or before or by any Governmental Authority that,\nindividually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.\n
\n

 \n\n

-9-\n

\n\n\n

\n

 

\n\n

\n\n
(b) None of the Obligors nor any Subsidiary is in default under any term of any agreement or\ninstrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling\nof any court, arbitrator or Governmental Authority or is in violation of any applicable law,\nordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental\nAuthority, which default or violation, individually or in the aggregate, could reasonably be\nexpected to have a Material Adverse Effect.\n
\n\n
Section 5.9. Taxes. The Obligors and the Subsidiaries have filed all tax returns\nthat are required to have been filed in any jurisdiction, and have paid all taxes shown to be due\nand payable on such returns and all other taxes and assessments levied upon them or their\nproperties, assets, income or franchises, to the extent such taxes and assessments have become due\nand payable and before they have become delinquent, except for any taxes and assessments (a) the\namount of which is not individually or in the aggregate Material or (b) the amount, applicability\nor validity of which is currently being contested in good faith by appropriate proceedings and with\nrespect to which the Obligors or a Subsidiary, as the case may be, has established adequate\nreserves in accordance with GAAP. None of the Obligors knows of any basis for any other tax or\nassessment that could reasonably be expected to have a Material Adverse Effect. The charges,\naccruals and reserves on the books of the Obligors and their Subsidiaries in respect of federal,\nstate or other taxes for all fiscal periods are adequate. The federal income tax liabilities of\nthe Obligors and their Domestic Subsidiaries have been determined by the Internal Revenue Service\nand paid for all fiscal years up to and including the fiscal year ended July 31, 2009.\n
\n\n
Section 5.10. Title to Property; Leases. The Obligors and their Subsidiaries have\ngood and sufficient title to their respective properties which the Obligors and their Subsidiaries\nown or purport to own that individually or in the aggregate are Material, including all such\nproperties reflected in the most recent audited balance sheet referred to in Section 5.5 or\npurported to have been acquired by the Obligors or any Subsidiary after said date (except as sold\nor otherwise disposed of in the ordinary course of business), in each case free and clear of Liens\nprohibited by this Agreement. All leases that individually or in the aggregate are Material are\nvalid and subsisting and are in full force and effect in all material respects.\n
\n\n
Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule 5.11,\n
\n\n\n
(a) the Obligors and their Subsidiaries own or possess all licenses, permits,\nfranchises, authorizations, patents, copyrights, service marks, trademarks and trade names,\nor rights thereto, that individually or in the aggregate are Material, without known\nconflict with the rights of others;\n
\n\n\n
(b) to the Knowledge of each Obligor, no product of any Obligor or any of its\nrespective Subsidiaries infringes in any Material respect any license, permit, franchise,\nauthorization, patent, copyright, service mark, trademark, trade name or other right owned\nby any other Person; and\n
\n\n\n
(c) to the Knowledge of each Obligor, there is no Material violation by any Person of\nany right of any Obligor or any of its respective Subsidiaries with respect to any patent,\ncopyright, service mark, trademark, trade name or other right owned or used by any Obligor\nor any of its Subsidiaries.\n
\n\n\n

 \n\n

-10-\n

\n\n\n\n\n

\n

 

\n

\n\n
Section 5.12. Compliance with ERISA. (a) Each Obligor and each ERISA Affiliate have\noperated and administered each Plan in compliance with all applicable laws except for such\ninstances of noncompliance as have not resulted in and could not reasonably be expected to result\nin a Material Adverse Effect. None of the Obligors nor any ERISA Affiliate has incurred any\nliability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code\nrelating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or\ncondition has occurred or exists that could reasonably be expected to result in the incurrence of\nany such liability by any Obligor or any ERISA Affiliate, or in the imposition of any Lien on any\nof the rights, properties or assets of any Obligor or any ERISA Affiliate, in either case pursuant\nto Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or\n412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be\nindividually or in the aggregate Material.\n
\n\n
(b) None of the Obligors or any ERISA Affiliate maintains, contributes to, or has any\nliability or contingent liability with respect to any Plan which is subject to Title IV of ERISA.\n
\n\n
(c) The Obligors and their ERISA Affiliates have not incurred any withdrawal liabilities (and\nare not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in\nrespect of Multiemployer Plans that individually or in the aggregate are Material.\n
\n\n
(d) The expected post-retirement benefit obligation (determined as of July 31, 2009, the last\nday of the Obligors’ most recently ended fiscal year, in accordance with Financial Accounting\nStandards Board Statement No. 106, without regard to liabilities attributable to continuation\ncoverage mandated by section 4980B of the Code) of the Obligors and their Subsidiaries is not\ngreater than $15,000,000.\n
\n\n
(e) The execution and delivery of this Agreement and the issuance and sale of the Series\n2010-A Notes hereunder will not involve any transaction that is subject to the prohibitions of\nSection 406 of ERISA or in connection with which a tax could be imposed pursuant to Section\n4975(c)(1)(A)-(D) of the Code. The representation by the Obligors in the first sentence of this\nSection 5.12(e) is made in reliance upon and subject to the accuracy of each Purchaser’s\nrepresentation in Section 6.2 as to the sources of the funds to be used to pay the purchase price\nof the Series 2010-A Notes to be purchased by such Purchaser.\n
\n\n
Section 5.13. Private Offering by the Obligors. None of the Obligors nor anyone\nacting on any Obligor’s behalf has offered the Series 2010-A Notes or any similar securities for\nsale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated\nin respect thereof with, any Person other than the Purchasers and not more than 30 other\nInstitutional Investors, each of which has been offered the Series 2010-A Notes in connection with\na private sale for investment. None of the Obligors nor anyone acting on its behalf has taken, or\nwill take, any action that would subject the issuance or sale of the Series 2010-A Notes to the\nregistration requirements of Section 5 of the Securities Act.\n
\n

 \n\n

-11-\n

\n\n\n

\n

 

\n\n

\n\n
Section 5.14. Use of Proceeds; Margin Regulations. The Obligors will apply the\nproceeds of the sale of the Series 2010-A Notes to refinance existing indebtedness, to make\nacquisitions and for general corporate purposes of the Obligors. No part of the proceeds from the\nsale of the Series 2010-A Notes hereunder will be used, directly or indirectly, for the purpose of\nbuying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of\nthe Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any\nsecurities under such circumstances as to involve any Obligor in a violation of Regulation X of\nsaid Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said\nBoard (12 CFR 220). Margin stock does not constitute more than 1% of the value of the consolidated\nassets of the Obligors and their Subsidiaries and no Obligor has any present intention that margin\nstock will constitute more than 1% of the value of such assets. As used in this Section, the terms\n“margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said\nRegulation U.\n
\n\n
Section 5.15. Existing Debt; Future Liens. (a) Except as described therein, Schedule 5.15\nsets forth a complete and correct list of all outstanding Consolidated Debt of the Obligors and\ntheir Subsidiaries as of March 31, 2010, since which date there has been no Material change in the\namounts, interest rates, sinking funds, installment payments or maturities of the Consolidated Debt\nof the Obligors or their Subsidiaries. None of the Obligors nor any Subsidiary is in default and\nno waiver of default is currently in effect, in the payment of any principal or interest on any\nDebt of any Obligor or such Subsidiary, and no event or condition exists with respect to any Debt\nof any Obligor or any Subsidiary, that would permit (or that with notice or the lapse of time, or\nboth, would permit) one or more Persons to cause such Debt to become due and payable before its\nstated maturity or before its regularly scheduled dates of payment.\n
\n\n
(b) Except as disclosed in Schedule 5.15, none of the Obligors nor any Subsidiary has agreed\nor consented to cause or permit in the future (upon the happening of a contingency or otherwise)\nany of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted\nby Section 10.3.\n
\n\n
Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the sale of the\nSeries 2010-A Notes by the Obligors hereunder nor their use of the proceeds thereof will violate\nthe Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the\nUnited States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling\nlegislation or executive order relating thereto.\n
\n\n
(b) None of the Obligors nor any Subsidiary (i) is a Person described or designated in the\nSpecially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or\nin Section 1 of the Anti-Terrorism Order or (ii) engages directly in any dealings or transactions\nwith any such Person. The Obligors and their Subsidiaries are in compliance, in all material\nrespects, with the USA Patriot Act.\n
\n\n
(c) No part of the proceeds from the sale of the Series 2010-A Notes hereunder will be used,\ndirectly or indirectly, for any payments to any governmental official or employee, political party,\nofficial of a political party, candidate for political office, or anyone else acting in an official\ncapacity, in order to obtain, retain or direct business or obtain any improper advantage, in\nviolation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all\ncases that such Act applies to the Obligors.\n
\n

 \n\n

-12-\n

\n\n\n

\n

 

\n\n

\n\n
Section 5.17. Status under Certain Statutes. None of the Obligors nor any Subsidiary\nis an “investment company” registered or required to be registered under the Investment Company Act\nof 1940, as amended, or is subject to regulation under the Public Utility Holding Company Act of\n1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as\namended.\n
\n\n
Section 5.18. Environmental Matters. None of the Obligors nor any Subsidiary has knowledge of\nany claim or has received any written notice of any claim, and no proceeding has been instituted\nraising any claim against any Obligor or any of its Subsidiaries or any of their respective real\nproperties now owned, leased or operated by any of them, or other assets, alleging damage to the\nenvironment or any violation of any Environmental Laws, except, in each case, such as could not\nreasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to\neach Purchaser in writing:\n
\n\n\n
(a) none of the Obligors nor any Subsidiary has knowledge of any facts which would give\nrise to any claim, public or private, for violation of Environmental Laws or damage to the\nenvironment emanating from, occurring on or in any way related to real properties or to\nother assets now owned, leased or operated by any of them or their use, except, in each\ncase, such as could not reasonably be expected to result in a Material Adverse Effect;\n
\n\n\n
(b) none of the Obligors nor any of their Subsidiaries has stored any Hazardous\nMaterials on real properties now owned, leased or operated by any of them or has disposed of\nany Hazardous Materials in each case in a manner contrary to any Environmental Laws and in\nany manner that could reasonably be expected to result in a Material Adverse Effect; and\n
\n\n\n
(c) all buildings on all real properties now owned, leased or operated by any Obligor\nor any of its Subsidiaries are in compliance with applicable Environmental Laws, except\nwhere failure to comply could not reasonably be expected to result in a Material Adverse\nEffect.\n
\n\n
Section 5.19. Notes Rank Pari Passu. The obligations of the Obligors under this Agreement and\nthe Series 2010-A Notes rank pari passu in right of payment with all other unsecured Senior Debt\n(actual or contingent) of the Obligors, including, without limitation, all unsecured Senior Debt of\nthe Obligors described in Schedule 5.15 hereto.\n
\n\n
Section 6. Representations of the Purchaser.\n
\n\n\n
Section 6.1. Purchase for Investment. Each Purchaser represents that it is\npurchasing the Notes to be purchased by it for its own account or for one or more separate accounts\nmaintained by it or for the account of one or more pension or trust funds and not with a view to\nthe distribution thereof (other than any Notes purchased by Banc of America Securities LLC on the\nClosing Date which are intended to be resold to a “qualified institutional buyer” pursuant to Rule\n144A of the Securities Act), provided that the disposition of such Purchaser’s or such pension or\ntrust funds’ property shall at all times be within such Purchaser’s or such pension or trust funds’\ncontrol. Each Purchaser understands that the Notes have not been registered under the Securities\nAct and may be resold only if registered pursuant to the provisions of the Securities Act or if an\nexemption from registration is available, except under circumstances where neither such\nregistration nor such an exemption is required by law, and that the Obligors are not required to\nregister the Notes.\n
\n

 \n\n

-13-\n

\n\n\n

\n

 

\n\n

\n\n
Section 6.2. Accredited Investor. Each Purchaser represents that it is an “accredited\ninvestor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act)\nacting for its own account (and not for the account of others) or as a fiduciary or agent for\nothers (which others are also “accredited investors”).\n
\n\n
Section 6.3. Source of Funds. Each Purchaser severally represents that at least one of the\nfollowing statements is an accurate representation as to each source\nof funds (a “Source”) to be\nused by such Purchaser to pay the purchase price of the Series 2010A Notes to be purchased by such\nPurchaser hereunder:\n
\n\n\n
(a) the Source is an “insurance company general account” (as the term is defined in the\nUnited States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in\nrespect of which the reserves and liabilities (as defined by the annual statement for life\ninsurance companies approved by the National Association of Insurance Commissioners (the\n“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any\nemployee benefit plan together with the amount of the reserves and liabilities for the\ngeneral account contract(s) held by or on behalf of any other employee benefit plans\nmaintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the\nsame employee organization in the general account do not exceed 10% of the total reserves\nand liabilities of the general account (exclusive of separate account liabilities) plus\nsurplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of\ndomicile; or\n
\n\n\n
(b) the Source is a separate account that is maintained solely in connection with such\nPurchaser’s fixed contractual obligations under which the amounts payable, or credited, to\nany employee benefit plan (or its related trust) that has any interest in such separate\naccount (or to any participant or beneficiary of such plan (including any annuitant)) are\nnot affected in any manner by the investment performance of the separate account; or\n
\n\n\n
(c) the Source is either (i) an insurance company pooled separate account, within the\nmeaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE\n91-38 and, except as disclosed by such Purchaser to the Obligors in writing pursuant to this\nclause (c), no employee benefit plan or group of plans maintained by the same employer or\nemployee organization beneficially owns more than 10% of all assets allocated to such pooled\nseparate account or collective investment fund; or\n
\n

 \n\n

-14-\n

\n\n\n

\n

 

\n\n

\n\n\n
(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V\nof PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or\n“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s\nassets that are included in such investment fund, when combined with the assets of all other\nemployee benefit plans established or maintained by the same employer or by an affiliate\n(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the\nsame employee organization and managed by such QPAM, exceed 20% of the total client assets\nmanaged by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are\nsatisfied, as of the last day of its most recent calendar quarter, the QPAM does not own a\n10% or more interest in any Obligor and no person controlling or controlled by the QPAM\n(applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 20% or\nmore interest in any Obligor (or less than 20% but greater than 10%, if such person\nexercises control over the management or policies of any Obligor by reason of its ownership\ninterest) and (i) the identity of such QPAM and (ii) the names of all employee benefit plans\nwhose assets are included in such investment fund have been disclosed to any Obligor in\nwriting pursuant to this clause (d); or\n
\n\n\n
(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of\nPTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within\nthe meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of\nthe INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled\nby the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption)\nowns a 5% or more interest in any Obligor and (i) the identity of such INHAM and (ii) the\nname(s) of the employee benefit plan(s) whose assets constitute the Source have been\ndisclosed to the Obligors in writing pursuant to this clause (e); or\n
\n\n\n
(f) the Source is a governmental plan; or\n
\n\n\n
(g) the Source is one or more employee benefit plans, or a separate account or trust\nfund comprised of one or more employee benefit plans, each of which has been identified to\nthe Obligors in writing pursuant to this clause (g); or\n
\n\n\n
(h) the Source does not include assets of any employee benefit plan, other than a plan\nexempt from the coverage of ERISA.\n
\n\n
If any Purchaser or any Additional Purchaser or any subsequent transferee of the Notes indicates\nthat such Purchaser or any Additional Purchaser or such transferee is relying on any\nrepresentation contained in paragraph (c), (d), (e) or (g) above, the Obligors shall deliver on the\ndate of issuance of such Notes and on the date of any applicable transfer a certificate, which\nshall state that it is neither a party in interest nor a “disqualified person” (as defined in\nSection 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (c),\n(d), (e) or (g) above. As used in this Section 6.3, the terms “employee benefit plan”,\n“governmental plan”, “party in interest” and “separate account” shall have the respective meanings\nassigned to such terms in Section 3 of ERISA.\n
\n

 \n\n

-15-\n

\n\n\n

\n

 

\n\n

\n\n
Section 7. Information as to Company.\n
\n\n\n
Section 7.1. Financial and Business Information. The Obligors shall deliver to each holder of\nNotes that is an Institutional Investor:\n
\n\n\n
(a) Quarterly Statements — within sixty (60) days after the end of each quarterly\nfiscal period in each fiscal year of the Company (other than the last quarterly fiscal\nperiod of each such fiscal year), duplicate copies of,\n
\n\n\n
(i) a consolidated balance sheet of the Company and its Subsidiaries as at the\nend of such quarter, and\n
\n\n\n
(ii) consolidated statements of income, changes in shareholders’ equity and\ncash flows of the Company and its Subsidiaries, for such quarter and (in the case of\nthe second and third quarters) for the portion of the fiscal year ending with such\nquarter,\n
\n\n\n
setting forth in each case in comparative form the figures for the corresponding periods in\nthe previous fiscal year, all in reasonable detail, prepared in accordance with GAAP\napplicable to quarterly financial statements generally, and certified by a Senior Financial\nOfficer as fairly presenting, in all material respects, the financial position of the\ncompanies being reported on and their results of operations and cash flows, subject to\nchanges resulting from year-end adjustments, provided that delivery within the time period\nspecified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in\ncompliance with the requirements therefor and filed with the Securities and Exchange\nCommission shall be deemed to satisfy the requirements of this Section 7.1(a); provided\nfurther that the Company shall be deemed to have made such delivery of such Form 10-Q if it\nshall have timely made such Form 10-Q available on “EDGAR” and on its home page on the\nworldwide web (at the date of this Agreement located at: http//www.bradycorp.com) and shall\nhave given each Purchaser prior notice of such availability on EDGAR and on its home page in\nconnection with each delivery (such availability and notice thereof being referred to as\n“Electronic Delivery”);\n
\n\n\n
(b) Annual Statements — within one hundred five (105) days after the end of each\nfiscal year of the Company, duplicate copies of,\n
\n\n\n
(i) a consolidated balance sheet of the Company and its Subsidiaries, as at the\nend of such year, and\n
\n\n\n
(ii) consolidated statements of income, changes in shareholders’ equity and\ncash flows of the Company and its Subsidiaries, for such year,\n
\n

 \n\n

-16-\n

\n\n\n

\n

 

\n\n

\n\n\n
setting forth in each case in comparative form the figures for the previous fiscal year, all\nin reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion\nthereon of independent certified public accountants of recognized national standing, which\nopinion shall state that such financial statements present fairly, in all material respects,\nthe financial position of the companies being reported upon and their results of operations\nand cash flows and have been prepared in conformity with GAAP, and that the examination of\nsuch accountants in connection with such financial statements has been made in accordance\nwith generally accepted auditing standards, and that such audit provides a reasonable basis\nfor such opinion in the circumstances, provided that the delivery within the time period\nspecified above of the Company’s Annual Report on Form 10-K for such fiscal year (together\nwith the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3\nunder the Exchange Act) prepared in accordance with the requirements therefor and filed with\nthe Securities and Exchange Commission shall be deemed to satisfy the requirements of this\nSection 7.1(b); provided further that the Company shall be deemed to have made such delivery\nof such Form 10-K if it shall have timely made Electronic Delivery thereof;\n
\n\n\n
(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i)\neach financial statement, report, notice or proxy statement sent by any Obligor or any\nSubsidiary to public securities holders generally, and (ii) each regular or periodic report,\neach registration statement (without exhibits except as expressly requested by such holder),\nand each prospectus and all amendments thereto filed by any Obligor or any Subsidiary with\nthe Securities and Exchange Commission; provided futher that the Company shall be deemed to\nhave made such delivery of such Form 10-K if it shall have timely made Electronic Delivery\nthereof;\n
\n\n\n
(d) Notice of Default or Event of Default — promptly, and in any event within five (5)\nBusiness Days after a Responsible Officer becomes aware of the existence of any Default or\nEvent of Default or that any Person has given any notice or taken any action with respect to\na claimed default hereunder or that any Person has given any notice or taken any action with\nrespect to a claimed default of the type referred to in Section 11(g), a written notice\nspecifying the nature and period of existence thereof and what action the Company is taking\nor proposes to take with respect thereto;\n
\n\n\n
(e) ERISA Matters — promptly, and in any event within five (5) Business Days after a\nResponsible Officer becomes aware of any of the following, a written notice setting forth\nthe nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes\nto take with respect thereto:\n
\n\n\n
(i) with respect to any Plan, any reportable event, as defined in\nSection 4043(c) of ERISA and the regulations thereunder, for which notice thereof\nhas not been waived pursuant to such regulations as in effect on the date thereof;\nor\n
\n\n\n
(ii) the taking by the PBGC of steps to institute, or the threatening by the\nPBGC of the institution of, proceedings under Section 4042 of ERISA for the\ntermination of, or the appointment of a trustee to administer, any Plan, or the\nreceipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan\nthat such action has been taken by the PBGC with respect to such Multiemployer Plan;\nor\n
\n

 \n\n

-17-\n

\n\n\n

\n

 

\n\n

\n\n\n
(iii) any event, transaction or condition that could result in the incurrence\nof any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of\nERISA or the imposition of a penalty or excise tax under the provisions of the Code\nrelating to employee benefit plans, or the imposition of any Lien on any of the\nrights, properties or assets of the Company or any ERISA Affiliate pursuant to Title\nI or IV of ERISA or such penalty or excise tax provisions, if such liability or\nLien, taken together with any other such liabilities or Liens then existing, could\nreasonably be expected to have a Material Adverse Effect;\n
\n\n\n
(f) Notices from Governmental Authority — promptly, and in any event within thirty\n(30) days of receipt thereof, copies of any notice to any Obligor or any Subsidiary from any\nfederal or state Governmental Authority relating to any order, ruling, statute or other law\nor regulation that could reasonably be expected to have a Material Adverse Effect;\n
\n\n\n
(g) Supplements — promptly and in any event within ten (10) Business Days after the\nexecution and delivery of any Supplement, a copy thereof; and\n
\n\n\n
(h) Requested Information — with reasonable promptness, such other data and\ninformation relating to the business, operations, affairs, financial condition, assets or\nproperties of any Obligor or any of its Subsidiaries or relating to the ability of any\nObligor to perform its obligations hereunder and under the Notes as from time to time may be\nreasonably requested by any such holder of Notes .\n
\n\n
Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a holder of\nNotes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of\na Senior Financial Officer setting forth (which, in the case of Electronic Delivery of such\nfinancial statements, shall be by separate concurrent delivery of such certificate to each holder\nof Notes):\n
\n\n\n
(a) Covenant Compliance — the information (including detailed calculations) required\nin order to establish whether the Obligors were in compliance with the requirements of\nSection 10.1 through Section 10.5 hereof, inclusive, during the quarterly\nor annual period covered by the statements then being furnished (including with respect to\neach such Section, where applicable, the calculations of the maximum or minimum amount,\nratio or percentage, as the case may be, permissible under the terms of such Sections, and\nthe calculation of the amount, ratio or percentage then in existence); and\n
\n\n\n
(b) Event of Default — a statement that such officer has reviewed the relevant terms\nhereof and has made, or caused to be made, under his or her supervision, a review of the\ntransactions and conditions of the Obligors and their Subsidiaries from the beginning of the\nquarterly or annual period covered by the statements then being furnished to the date of the\ncertificate and that such review has not disclosed the existence during such period of any\ncondition or event that constitutes a Default or an Event of Default or, if any such\ncondition or event existed or exists (including, without limitation, any such event or\ncondition resulting from the failure of any Obligor or any Subsidiary to comply with any\nEnvironmental Law), specifying the nature and period of existence thereof and what action\nthe Obligors shall have taken or proposes to take with respect thereto.\n
\n

 \n\n

-18-\n

\n\n\n

\n

 

\n\n

\n\n
Section 7.3. Inspection. The Obligors shall permit the representatives of each holder of\nNotes that is an Institutional Investor:\n
\n\n\n
(a) No Default — if no Default or Event of Default then exists, at the expense of such\nholder and upon reasonable prior notice to the Obligors, to visit the principal executive\noffice of any Obligor, to discuss the affairs, finances and accounts of the Obligors and\ntheir Subsidiaries with the Obligors’ officers, and (with the consent of the Obligors, which\nconsent will not be unreasonably withheld) their independent public accountants, and (with\nthe consent of the Obligors, which consent will not be unreasonably withheld) to visit the\nother offices and properties of the Obligors and each Subsidiary, all at such reasonable\ntimes and as often as may be reasonably requested in writing; and\n
\n\n\n
(b) Default — if a Default or Event of Default then exists, at the expense of the\nObligors, to visit and inspect any of the offices or properties of any Obligor or any\nSubsidiary, to examine all their respective books of account, records, reports and other\npapers, to make copies and extracts therefrom, and to discuss their respective affairs,\nfinances and accounts with their respective officers and independent public accountants (and\nby this provision the Obligors authorizes said accountants to discuss the affairs, finances\nand accounts of the Obligors and its Subsidiaries), all at such times and as often as may be\nrequested.\n
\n\n
Section 8. Payment of the Notes.\n
\n\n\n
Section 8.1. Required Prepayments. (a) The entire unpaid principal amount of the Tranche A\nNotes shall become due and payable on May 13, 2017.\n
\n\n
(b) The entire unpaid principal amount of the Tranche B Notes shall become due and payable on\nMay 13, 2020.\n
\n\n
Section 8.2. Optional Prepayments with Make-Whole Amount. The Obligors may, at their option,\nupon notice as provided below, prepay at any time, all, or from time to time any part of, the Notes\nof any Series, in an amount not less than $2,000,000 (or, with respect to any Series of Notes\ndenominated in Euros, the equivalent amount in Euros) in the aggregate principal amount of the\nNotes of such Series then outstanding in the case of a partial prepayment (or such lesser amount as\nshall be required to effect a partial prepayment resulting from an offer of prepayment pursuant to\nSection 10.4), at 100% of the principal amount so prepaid, together with interest accrued thereon\nto the date of such prepayment, plus any applicable Make-Whole Amount or other premium determined\nfor the prepayment date with respect to such principal amount of each Note then outstanding of the\napplicable Series to be prepaid and (without duplication), with respect to any Swapped Notes, any\napplicable Swap Indemnification Amount.\n
\n\n

 \n\n

-19-\n

\n\n\n

\n

 

\n\n

\n\n
The Obligors will give each holder of Notes of the Series\nto be prepaid written notice of each optional prepayment under this Section 8.2 not less than\nthirty (30) days and not more than sixty (60) days prior to the date fixed for such prepayment.\nEach such notice shall specify such date, the aggregate principal amount of the Notes of the\napplicable Series to be prepaid on such date, the principal amount of each Note held by such holder\nto be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the\nprepayment date with respect to such principal amount being prepaid, and shall be accompanied by a\ncertificate of a Senior Financial Officer as to the estimated Make-Whole Amount or other premium\ndue in connection with such prepayment (calculated as if the date of such notice were the date of\nthe prepayment), setting forth the details of such computation, provided that, with respect to any\nSwapped Notes, such estimated Make-Whole Amount need not include an estimate of the applicable Swap\nIndemnification Amount to the extent included in the determination thereof. Two (2) Business Days\nprior to such prepayment, the Obligors shall deliver to each holder of Notes of the Series to be\nprepaid a certificate of a Senior Financial Officer specifying the calculation of each such\nMake-Whole Amount as of the specified prepayment date.\n
\n\n
Section 8.3. Allocation of Partial Prepayments. Except as otherwise set forth in any\nSupplement with respect to any Series of Additional Notes, all partial prepayments made with\nrespect to any Series of Notes to be prepaid shall be allocated among all of the Notes of such\nSeries at the time outstanding in proportion, as nearly as practicable, to the respective unpaid\nprincipal amounts thereof. In the case of each partial prepayment of the Notes pursuant to the\nprovisions of Section 12.1(a) or (b), the principal amount of the Notes shall be allocated among\nall of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective\nunpaid principal amounts thereof. For purposes of determining allocation of partial prepayments\namong Notes denominated in both Dollars and Euros, all Euro denominated Notes shall be converted\ninto a Dollar equivalent amount in accordance with Section 22.8.\n
\n\n
Section 8.4. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to\nthis Section 8 or pursuant to the applicable provisions of any Supplement with respect to any\nSeries of Notes issued thereunder,\nthe principal amount of each Note to be prepaid shall mature and become due and payable on the date\nfixed for such prepayment (which shall be a Business Day), together with interest on such principal\namount accrued to such date and (without duplication) the applicable Make-Whole Amount and Swap\nIndemnification Amount. From and after such date, unless the Obligors shall fail to pay such\nprincipal amount when so due and payable, together with the interest and (without duplication)\nMake-Whole Amount and Swap Indemnification Amount as aforesaid, interest on such principal\namount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to any Obligor\nand cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid\nprincipal amount of any Note.\n
\n\n
Section 8.5. Purchase of Notes. None of the Obligors will, nor will they permit any Affiliate\nto purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding\nNotes except (a) upon the payment or prepayment of the Notes of any Series in accordance with the\nterms of this Agreement (including any Supplement hereto) and the Notes or (b) pursuant to a\nwritten offer to purchase any outstanding Notes made by the Obligors or an Affiliate pro rata to\nthe holders of the Notes upon the same terms and conditions. The Obligors will promptly cancel all\nNotes acquired by any Obligor or any Affiliate pursuant to any payment, prepayment or purchase of\nNotes pursuant to any provision of this Agreement and no Notes may be issued in substitution or\nexchange for any such Notes.\n
\n

 \n\n

-20-\n

\n\n\n

\n

 

\n\n

\n\n
Section 8.6. Make-Whole Amount for the Series 2010-A Notes. (a) Make-Whole Amount for the\nSeries 2010-A Non-Swapped Notes. The term “Make-Whole Amount” means with respect to any Series\n2010-A Non-Swapped Note, an amount equal to the excess, if any, of the Discounted Value of the\nRemaining Scheduled Payments with respect to the Called Principal of such Series 2010-A Non-Swapped\nNote, minus the amount of such Called Principal, provided that the Make-Whole Amount may in no\nevent be less than zero. For the purposes of determining the Make-Whole Amount pursuant to Section\n8.6(a), the following terms have the following meanings:\n
\n\n\n
“Called Principal” means, the principal of the Series 2010-A Non-Swapped Note that is\nto be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and\npayable pursuant to Section 12.1, as the context requires.\n
\n\n\n
“Discounted Value” means, the amount obtained by discounting all Remaining Scheduled\nPayments from their respective scheduled due dates to the Settlement Date with respect to\nsuch Called Principal, in accordance with accepted financial practice and at a discount\nfactor (applied on the same periodic basis as that on which interest on such Series 2010-A\nNon-Swapped Note is payable) equal to the Reinvestment Yield.\n
\n\n\n
“Euro Denominated Government Bonds” means government bonds issued by the government of\nthe Federal Republic of Germany denominated in Euros.\n
\n\n\n
“Recognized Euro Market Maker” means any financial institution that makes regular\nmarkets in Euro Denominated Government Bonds and Euro Denominated\nGovernment Bond-based securities and financial products, as shall be agreed between the\nholders of at least 51% of the aggregate principal amount of the Series 2010-A Non-Swapped\nNotes (the “Required Holders of Series 2010-A\nNon-Swapped Notes”) and the Obligors or,\nfollowing the occurrence and continuance of an Event of Default, as reasonably determined by\nthe Required Holders of Series 2010-A Non-Swapped Notes.\n
\n\n\n
“Reinvestment Yield” means, with respect to the Called Principal of any Series 2010-A\nNon-Swapped Note, 0.50% over the yield to maturity implied by the yields reported, as of\n10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date\nwith respect to such Called Principal, on the display designated as Bloomberg Financial\nMarkets News screen PXGB (or such other Bloomberg Financial Markets News display as may\nreplace such PXGB screen) for actively traded Euro Denominated Government Bonds having a\nmaturity equal to the remaining life of such Called Principal as of such Settlement Date,\nprovided that if such yields are not reported as of such time or the yields reported as of\nsuch time are not ascertainable, such yield to maturity shall be implied by the average of\nthe rates as determined by two Recognized Euro Market Makers. Such implied yield to\nmaturity will be determined, if necessary, by (i) converting quotations to bond-equivalent\nyields in accordance with accepted financial practice and (ii) interpolating linearly\nbetween (x) the actively traded Euro Denominated Government Bonds with a maturity closest to\nand greater than the Remaining Average Life and (y) the actively traded Euro Denominated\nGovernment Bonds with a maturity closest to and less than the Remaining Average Life.\n
\n

 \n\n

-21-\n

\n\n\n

\n

 

\n\n

\n\n\n
“Remaining Average Life” means, the number of years (calculated to the nearest\none-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the\nproducts obtained by multiplying (a) the principal component of each Remaining Scheduled\nPayment by (b) the number of years (calculated to the nearest one-twelfth year) that will\nelapse between the Settlement Date and the scheduled due date of such Remaining Scheduled\nPayment.\n
\n\n\n
“Remaining Scheduled Payments” means, all payments of such Called Principal and\ninterest thereon that would be due after the Settlement Date if no payment of such Called\nPrincipal were made prior to its scheduled due date, provided that if such Settlement Date\nis not a date on which interest payments are due to be made under the terms of such Series\n2010-A Non-Swapped Note, then the amount of the next succeeding scheduled interest payment\nwill be reduced by the amount of interest accrued to such Settlement Date and required to be\npaid on such Settlement Date pursuant to Section 8.2 or 12.1.\n
\n\n\n
“Series 2010-A Non-Swapped Notes” means any Series 2010-A Note other than the Series\n2010-A Swapped Notes.\n
\n\n\n
“Settlement Date” means, the date on which such Called Principal is to be prepaid\npursuant to Section 8.2 or has become or is declared to be immediately due and payable\npursuant to Section 12.1, as the context requires.\n
\n\n
(b) Make-Whole Amount for the Series 2010-A Swapped Notes. The term “Make-Whole Amount” means\nwith respect to any Series 2010-A Swapped Note, an amount equal to (i) the excess, if any, of the\nDiscounted Value of the Remaining Scheduled Payments with respect to the Dollar Equivalent Called\nPrincipal of such Series 2010-A Swapped Note, minus the amount of such Dollar Equivalent Called\nPrincipal, provided that such excess calculated pursuant to this clause (i) may in no event be less\nthan zero, plus or minus, as the case may be, (ii) the Series 2010-A Swap Indemnification\nAmount due in respect of a Series 2010-A Swapped Note. The Make-Whole Amount with respect to any\nSeries 2010-A Swapped Note may be less than zero. All payments of any Make-Whole Amount with\nrespect to any Series 2010-A Swapped Note shall be made in Dollars. For the purposes of\ndetermining the Make-Whole Amount pursuant to Section 8.6(b), the following terms have the\nfollowing meanings:\n
\n\n\n
“Called Principal” means, with respect to any Series 2010-A Swapped Note, the principal\nof the Series 2010-A Swapped Note (in Euros) that is to be prepaid pursuant to Section 8.2\nor has become or is declared to be immediately due and payable pursuant to Section 12.1, as\nthe context requires.\n
\n

 \n\n

-22-\n

\n\n\n

\n

 

\n\n

\n\n\n
“Discounted Value” means, with respect to the Dollar Equivalent Called Principal of any\nSeries 2010-A Swapped Note, the amount obtained by discounting all Remaining Scheduled\nPayments with respect to such Dollar Equivalent Called Principal from their respective\nscheduled due dates to the Settlement Date with respect to such Dollar Equivalent Called\nPrincipal, in accordance with accepted financial practice and at a discount factor (applied\non the same periodic basis as that on which interest on the Series 2010-A Swapped Notes is\npayable) equal to the Reinvestment Yield with respect to such Dollar Equivalent Called\nPrincipal.\n
\n\n\n
“Dollar Equivalent Called Principal” means, with respect to any Series 2010-A Swapped\nNote, the Called Principal of such Series 2010-A Swapped Note multiplied by the Pricing Date\nExchange Rate.\n
\n\n\n
“Dollar Equivalent Interest” means, for purposes of determining the Remaining Scheduled\nPayments on Dollar Equivalent Called Principal, the amount of such interest in Dollars that\nwould be paid on the Dollar Equivalent Called Principal determined by utilizing the\napplicable Dollar Equivalent Interest Rate.\n
\n\n\n
“Dollar Equivalent Interest Rate” means, for any Series 2010-A Swapped Note, 4.38% per\nannum in the case of the Tranche A Notes, and 4.94% per annum in the case of the Tranche B\nNotes.\n
\n\n\n
“Pricing Date Exchange Rate” means, for the Series 2010-A Swapped Notes, the foreign\nexchange rate for the conversion of Dollars into Euros determined for such series of Notes\nis $1.377 to €1.00.\n
\n\n\n
“Reinvestment Yield” means, with respect to the Dollar Equivalent Called Principal of\nany Series 2010-A Swapped Note, 0.50% over the yield to maturity implied\nby (i) the yields reported, as of 10:00 A.M. (New York City time) on the second\nBusiness Day preceding the Settlement Date with respect to such Dollar Equivalent Called\nPrincipal, on the display designated as the “PX1 Screen” on the Bloomberg Financial Market\nService (or such other display as may replace the PX1 Screen on Bloomberg Financial Market\nService) for actively traded U.S. Treasury securities having a maturity equal to the\nRemaining Average Life of such Dollar Equivalent Called Principal as of such Settlement\nDate, or (ii) if such yields are not reported as of such time or the yields reported as of\nsuch time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for\nthe latest day for which such yields have been so reported as of the second Business Day\npreceding the Settlement Date with respect to such Dollar Equivalent Called Principal, in\nFederal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for\nactively traded U.S. Treasury securities having a constant maturity equal to the Remaining\nAverage Life of such Dollar Equivalent Called Principal as of such Settlement Date. Such\nimplied yield will be determined, if necessary, by (a) converting U.S. Treasury bill\nquotations to bond-equivalent yields in accordance with accepted financial practice and (b)\ninterpolating linearly between (1) the actively traded U.S. Treasury security with the\nmaturity closest to and greater than the Remaining Average Life and (2) the actively traded\nU.S. Treasury security with the maturity closest to and less than the Remaining Average\nLife.\n
\n

 \n\n

-23-\n

\n\n\n

\n

 

\n\n

\n\n\n
“Remaining Average Life” means, with respect to any Dollar Equivalent Called Principal,\nthe number of years (calculated to the nearest one-twelfth year) obtained by dividing (i)\nsuch Dollar Equivalent Called Principal into (ii) the sum of the products obtained by\nmultiplying (a) the principal component of each Remaining Scheduled Payment with respect to\nsuch Dollar Equivalent Called Principal by (b) the number of years (calculated to the\nnearest one-twelfth year) that will elapse between the Settlement Date with respect to such\nDollar Equivalent Called Principal and the scheduled due date of such Remaining Scheduled\nPayment.\n
\n\n\n
“Remaining Scheduled Payments” means, with respect to the Dollar Equivalent Called\nPrincipal of any Series 2010-A Swapped Note, all payments of such Dollar Equivalent Called\nPrincipal and Dollar Equivalent Interest thereon that would be due after the Settlement Date\nwith respect to such Dollar Equivalent Called Principal if no payment of such Dollar\nEquivalent Called Principal were made prior to its scheduled due date, provided that if such\nSettlement Date is not a date on which interest payments are due to be made under the terms\nof the Series 2010-A Swapped Notes, then the amount of the next succeeding scheduled\ninterest payment will be reduced by the amount of interest accrued to such Settlement Date\nand required to be paid on such Settlement Date by reason of a prepayment or acceleration of\nthe related Series 2010-A Swapped Note pursuant to Section 8.2 or Section 12.1.\n
\n\n\n
“Series 2010-A Swap Agreement” means any foreign currency exchange agreement or other\ncurrency exchange rate hedging or swap arrangement entered into by a Purchaser of a Series\n2010-A Swapped Note with respect to such Series 2010-A Swapped Note.\n
\n\n\n
“Series 2010-A Swap Indemnification Amount” means, with respect to any Series 2010-A\nSwapped Note, the amount of the net gain (if any) that is actually received (by payment,\nthrough off-set or netting or otherwise) by the holder of such Series 2010-A Swapped Note\n(the “Net Gain”) or the net loss, cost or expense (if any) incurred (by payment, through\noff-set or netting or otherwise) by such holder (the “Net\nLoss”), in either case under or in\nconnection with the related Series 2010-A Swap Agreement as a result of any principal amount\nof such Series 2010-A Swapped Note being prepaid or repaid (including in connection with any\nprepayment of Series 2010-A Swapped Notes pursuant to Section 8.2 or purchase pursuant to\nSection 8.5 or any repayment of the Series 2010-A Notes upon the acceleration of the\nmaturity thereof as contemplated by Section 12.1) prior to its scheduled maturity date,\ninclusive of an exchange of the Called Principal and accrued interest of such Series 2010-A\nSwapped Note into the Dollar equivalent amount of the Called Principal and Dollar accrued\ninterest at the Dollar Equivalent Interest Rate on the Settlement Date. Any (i) Net Loss\nshall be reimbursed to such holder by the Obligors in Dollars upon any such prepayment or\nrepayment of such Series 2010-A Swapped Note and (ii) Net Gain shall be deducted from the\namount paid to such holder by the Obligors upon any such prepayment or repayment of such\nSeries\n
\n\n

 \n\n

-24-\n

\n\n\n

\n

 

\n\n

\n\n\n
2010-A Swapped Note. Any reduction in an amount paid to any holder of a Series\n2010-A Swapped Note due to a Net Gain shall first be applied in Dollars to reduce the\nMake-Whole Amount payable to such holder (in case of any prepayment of Notes pursuant to\nSection 8.2 or any repayment of the Notes upon the acceleration of the maturity thereof as\ncontemplated by Section 12.1) and, to the extent necessary, shall then be applied to all\nother amounts owing to such holder (after conversion into Euros at the then current\nEuro/Dollar exchange rate) in the following order: (i) first, to accrued interest on the\nprincipal amount to be prepaid; (ii) second, to the principal amount to be prepaid; (iii)\nthird, to accrued interest on the principal amount not subject to the prepayment; and (iv)\nfourth, to the principal amount not subject to the prepayment (together with any applicable\nMake-Whole Amount). Each holder of a Series 2010-A Swapped Note shall be responsible for\ncalculating its own Swap Indemnification Amount in Dollars and calculating the amount, if\nany, of such Swap Indemnification Amount to be applied to amounts other than the Make-Whole\nAmount owing to such holder in Euros (converted at the then current Euro/Dollar exchange\nrate), in each case, upon the prepayment or repayment of all or any portion of its Series\n2010-A Swapped Notes, and such calculation as reported to the Obligors in reasonable detail\nshall be binding on the Obligors absent manifest error.\n
\n\n\n
“Series 2010-A Swapped Note” means each Series 2010-A Note issued to the Purchasers on\nthe Closing Date and subject to a Series 2010-A Swap Agreement and which Series 2010-A Note\nhas not been transferred since the Closing Date to any Person other than an Affiliate of the\nPurchaser of such Series 2010-A Note or to a Person that has assumed the initial Series\n2010-A Swap Agreement with respect to such Series 2010-A Note.\n
\n\n\n
“Settlement Date” means, the date on which such Dollar Equivalent Called Principal is\nto be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and\npayable pursuant to Section 12.1, as the context requires.\n
\n\n
Section 9. Affirmative Covenants.\n
\n\n\n
Each Obligor jointly and severally covenants that so long as any of the Notes are outstanding:\n
\n\n
Section 9.1. Compliance with Law. The Obligors will, and will cause each of their\nSubsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which\neach of them is subject, including, without limitation, Environmental Laws, and will obtain and\nmaintain in effect all licenses, certificates, permits, franchises and other governmental\nauthorizations necessary to the ownership of their respective properties or to the conduct of their\nrespective businesses, in each case to the extent necessary to ensure that non-compliance with such\nlaws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect\nsuch licenses, certificates, permits, franchises and other governmental authorizations could not,\nindividually or in the aggregate, reasonably be expected to have a Material Adverse Effect.\n
\n

 \n\n

-25-\n

\n\n\n

\n

 

\n\n

\n\n
Section 9.2. Insurance. The Obligors will, and will cause each of their Subsidiaries to,\nmaintain, with financially sound and reputable insurers, insurance with respect to their respective\nproperties and businesses against such casualties and contingencies, of such types, on such terms\nand in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves\nare maintained with respect thereto) as is customary in the case of entities of established\nreputations engaged in the same or a similar business and similarly situated except for any\nnon-maintenance that would not reasonably be expected to have a Material Adverse Effect.\n
\n\n
Section 9.3. Maintenance of Properties. The Obligors will, and will cause each of their\nSubsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties\nin good repair, working order and condition (other than ordinary wear and tear), so that the\nbusiness carried on in connection therewith may be properly conducted at all times, provided that\nthis Section shall not prevent any Obligor or any Subsidiary from discontinuing the operation and\nthe maintenance of any of its properties if such discontinuance is desirable in the conduct of its\nbusiness and such Obligor has concluded that such discontinuance could not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect.\n
\n\n
Section 9.4. Payment of Taxes and Claims. The Obligors will, and will cause each of their\nSubsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and\ndischarge all taxes shown to be due and payable on such returns and all other taxes, assessments,\ngovernmental charges, or levies imposed on them or any of their properties, assets, income or\nfranchises, to the extent such taxes and assessments have become due and payable and before they\nhave become delinquent and all claims for which sums have become due and payable that have or might\nbecome a Lien on properties or assets of any Obligor or any Subsidiary not permitted by Section\n10.4, provided that none of the Obligors nor any Subsidiary need pay any such tax or assessment or\nclaims if (i) the amount, applicability or validity thereof is contested by any Obligor or such\nSubsidiary on a timely basis in good faith and in appropriate proceedings, and such Obligor or such\nSubsidiary\nhas established adequate reserves therefor in accordance with GAAP on the books of the Obligors or\nsuch Subsidiary or (ii) the non-filing or nonpayment, as the case may be, of all such taxes and\nassessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.\n
\n\n
Section 9.5. Corporate Existence, Etc. Subject to Sections 10.4 and 10.5, each Obligor will\nat all times preserve and keep in full force and effect its corporate existence, and will at all\ntimes preserve and keep in full force and effect the corporate, partnership or limited liability\ncompany existence of each of its Subsidiaries (unless merged into any Obligor or a Subsidiary) and\nall rights and franchises of such Obligor and its Subsidiaries unless, in the good faith judgment\nof such Obligor, the termination of or failure to preserve and keep in full force and effect such\ncorporate, partnership or limited liability company existence, right or franchise could not,\nindividually or in the aggregate, reasonably be expected to have a Material Adverse Effect.\n
\n\n
Section 9.6. Additional Subsidiary Guarantors. The Obligors will cause any Subsidiary which\nis required by the terms of any Senior Debt (including the Senior Credit Agreement) to become a\nparty to, or otherwise guarantee, such Senior Debt, to enter into the Subsidiary Guaranty and\ndeliver to each of the holders of the Notes (concurrently with the incurrence of any such\nobligation pursuant to such Senior Debt) the following items:\n
\n\n\n

 \n\n

-26-\n

\n\n\n\n\n

\n

 

\n

\n\n\n
(a) a joinder agreement in respect of the Subsidiary Guaranty;\n
\n\n\n
(b) a certificate signed by the President, a Vice President or another authorized\nResponsible Officer of the Obligors making representations and warranties to the effect of\nthose contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the\nSubsidiary Guaranty, as applicable; and\n
\n\n\n
(c) an opinion of counsel (who may be in-house counsel for the Obligors) addressed to\neach of the holders of the Notes reasonably satisfactory to the Required Holders, to the\neffect that the Subsidiary Guaranty by such Person has been duly authorized, executed and\ndelivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract\nand agreement of such Person enforceable in accordance with its terms, except as an\nenforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance\nand similar laws affecting the enforcement of creditors’ rights generally and by general\nequitable principles.\n
\n\n
Section 9.7. Notes to Rank Pari Passu. The Notes and all other obligations under this\nAgreement of the Obligors are and at all times shall remain direct and unsecured obligations of the\nObligors ranking pari passu as against the assets of the Obligors with all other Notes from time to\ntime issued and outstanding hereunder without any preference among themselves and pari passu with\nall Debt outstanding under the Senior Credit Agreement and all other present and future unsecured\nDebt (actual or contingent) of the Obligors which is not expressed to be subordinate or junior in\nrank to any other unsecured Debt of the Obligors.\n
\n\n
Section 10. Negative Covenants.\n
\n\n\n
Each Obligor jointly and severally covenants that so long as any of the Notes are outstanding:\n
\n\n
Section 10.1. Consolidated Debt to Consolidated EBITDA. The Obligors will not, at any time,\npermit the ratio of Consolidated Debt to Consolidated EBITDA (calculated as at the end of each\nfiscal quarter for the four consecutive fiscal quarters then ended) to exceed 3.50 to 1.00.\n
\n\n
Section 10.2. Priority Debt. The Obligors will not, at any time, permit the aggregate amount\nof all Priority Debt to exceed 25% of Consolidated Net Worth, determined as of the end of the then\nmost recently ended fiscal quarter of the Company.\n
\n\n
Section 10.3. Limitation on Liens. The Obligors will not, and will not permit any of their\nSubsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the\nhappening of a contingency or otherwise) any Lien on or with respect to any property or asset\n(including, without limitation, any document or instrument in respect of goods or accounts\nreceivable) of the Obligors or any such\nSubsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or\nassign or otherwise convey any right to receive income or profits, except:\n
\n

 \n\n

-27-\n

\n\n\n

\n

 

\n\n

\n\n\n
(a) Liens for taxes, assessments or other governmental charges that are not yet due and\npayable or the payment of which is not at the time required by Section 9.4;\n
\n\n\n
(b) any attachment or judgment Lien, unless the judgment it secures shall not, within\nsixty (60) days after the entry thereof, have been discharged or execution thereof stayed\npending appeal, or shall not have been discharged within sixty (60) days after the\nexpiration of any such stay;\n
\n\n\n
(c) Liens incidental to the conduct of business or the ownership of properties and\nassets (including landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s and other\nsimilar Liens for sums not yet due and payable) and Liens to secure the performance of bids,\ntenders, leases, or trade contracts, or to secure statutory obligations (including\nobligations under workers compensation, unemployment insurance and other social security\nlegislation), surety or appeal bonds or other Liens incurred in the ordinary course of\nbusiness and not in connection with the borrowing of money;\n
\n\n\n
(d) encumbrances in the nature of leases, subleases, zoning restrictions, easements,\nrights-of-way, restrictions and other similar charges, encumbrances, or defects of title\nincidental to the ownership of property or assets or the ordinary conduct of the business of\nthe Obligors or any of their Subsidiaries, on Liens incidental to minor survey exceptions\nand the like, provided that such Liens do not, in the aggregate, materially detract from the\nvalue of such property;\n
\n\n\n
(e) Liens securing Debt of a Subsidiary to the Obligors or to a Wholly-Owned\nSubsidiary;\n
\n\n\n
(f) Liens granted by Subsidiary Guarantors to Brady Investment Co. that secure\nintercompany Debt, provided that Brady Investment Co. shall at all times remain a\nWholly-Owned Subsidiary;\n
\n\n\n
(g) Liens securing Debt existing on property or assets of the Obligors or their\nSubsidiaries existing as of the date of Closing and reflected in Schedule 10.3;\n
\n\n\n
(h) Liens securing Debt on property or assets of the Obligors or their Subsidiaries\nwhich Liens were given after the date of Closing, provided the Obligors make, or cause to be\nmade, effective provision whereby the Notes will be equally and ratably secured with any and\nall other obligations thereby secured, such security to be pursuant to an agreement\nreasonably satisfactory to the Required Holders and, in any such case, the Notes shall have\nthe benefit, to the fullest extent that, and with such priority as, the holders of the Notes\nmay be entitled under applicable law, of an equitable Lien on such property;\n
\n

 \n\n

-28-\n

\n\n\n

\n

 

\n\n

\n\n\n
(i) Liens incurred after the date of Closing given to secure the payment of the\npurchase price incurred in connection with the acquisition, construction or improvement of\nproperty (other than accounts receivable or inventory) useful and intended to be used in\ncarrying on the business of any Obligor or any Subsidiary, including Liens existing on such\nproperty at the time of acquisition or construction thereof or Liens incurred within 365\ndays of such acquisition or completion of such construction or improvement, provided that\n(i) the Lien shall attach solely to the property acquired, purchased, constructed or\nimproved; and (ii) at the time of acquisition, construction or improvement of such property,\nthe aggregate amount remaining unpaid on all Debt secured by Liens on such property, whether\nor not assumed by such Obligors or such Subsidiary, shall not exceed the lesser of (y) the\ncost of such acquisition, construction or improvement or (z) the Fair Market Value of such\nproperty (as determined in good faith by one or more officers of an Obligor to whom\nauthority to enter into the transaction has been delegated by the board of directors of such\nObligor);\n
\n\n\n
(j) any Lien existing on property of a Person immediately prior to its being\nconsolidated with or merged into any Obligor or any Subsidiary or its becoming a Subsidiary,\nor substantially all of its assets are acquired by any Obligor or Subsidiary, or any Lien\nexisting on any property acquired by any Obligor or any Subsidiary at the time such\nproperty is so acquired (whether or not the Debt secured thereby shall have been assumed),\nprovided that (i) no such Lien shall have been created or assumed in contemplation of such\nconsolidation or merger or such Person’s becoming a Subsidiary or such acquisition of\nproperty, (ii) each such Lien shall extend solely to the item or items of property so\nacquired and, if required by the terms of the instrument originally creating such Lien,\nother property which is an improvement to or is acquired for specific use in connection with\nsuch acquired property, and (iii) at the time of such incurrence and after giving effect\nthereto, no Default or Event of Default would exist;\n
\n\n\n
(k) any extensions, renewals or replacements of any Lien permitted by the preceding\nsubparagraphs (e), (f), (i) and (j) of this Section 10.3, provided that (i) no additional\nproperty shall be encumbered by such Liens, (ii) the unpaid principal amount of the Debt or\nother obligations secured thereby shall not be increased on or after the date of any\nextension, renewal or replacement, and (iii) at such time and immediately after giving\neffect thereto, no Default or Event of Default shall have occurred and be continuing; and\n
\n\n\n
(l) Liens securing Priority Debt of the Obligors or any Subsidiary, provided that the\naggregate principal amount of any such Priority Debt shall be permitted by Section 10.2,\nprovided that no such Liens permitted pursuant to the terms of this Section 10.3 may secure\nany obligations under the Senior Credit Agreement unless the Company makes, or causes to be\nmade, effective a provision whereby the Notes will be equally and ratably secured with any\nand all other obligations thereby secured, such security to be pursuant to an agreement\nreasonably satisfactory to the Required Holders.\n
\n\n
Section 10.4. Sales of Assets. The Obligors will not, and will not permit any Subsidiary to,\nsell, lease or otherwise dispose of any\nsubstantial part (as defined below) of the assets of the Obligors and their Subsidiaries (including\nwithout limitation the sale or transfer of assets in a sale and leaseback transaction or a\nsecuritization transaction or a sale of equity interest in any Subsidiary); provided, however, that\nany Obligor or any Subsidiary may sell, lease or otherwise dispose of assets constituting a\nsubstantial part of the assets of the Obligors and their Subsidiaries if such assets are sold in an\narms length transaction and, at such time and after giving effect thereto, no Default or Event of\nDefault shall have occurred and be continuing and an amount equal to the net proceeds received from\nsuch sale, lease or other disposition shall be used within 365 days of such sale, lease or\ndisposition, in any combination:\n
\n

 \n\n

-29-\n

\n\n\n

\n

 

\n\n

\n\n\n
(1) to acquire productive assets used or useful in carrying on the business of the\nObligors and their Subsidiaries and having a value at least equal to the value of such\nassets sold, leased or otherwise disposed of; or\n
\n\n\n
(2) to prepay or retire Senior Debt of the Obligors and/or their Subsidiaries, provided\nthat (i) the Obligors shall offer to prepay each outstanding Note in a principal amount\nwhich equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes\nshall be made at par, together with accrued interest thereon to the date of such prepayment,\nbut without the payment of the Make-Whole Amount (provided, however, any such prepayment\nshall include the applicable Swap Indemnification Amount, if any). Any offer of prepayment\nof the Notes pursuant to this Section 10.4 shall be given to each holder of the Notes by\nwritten notice that shall be delivered not less than thirty (30) days and not more than\nsixty (60) days prior to the proposed prepayment date. Each such notice shall state that it\nis given pursuant to this Section and that the offer set forth in such notice must be\naccepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a\ndescription of the circumstances which give rise to the proposed prepayment and (iii) a\ncalculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which\ndesires to have its Notes prepaid shall notify any Obligor in writing delivered not less\nthan five (5) Business Days prior to the proposed prepayment date of its acceptance of such\noffer of prepayment. Prepayment of Notes pursuant to this Section 10.4 shall be made in\naccordance with Section 8.2 and Section 8.4 of the Note Agreement.\n
\n\n
As used in this Section 10.4, a sale, lease or other disposition of assets shall be deemed to\nbe a “substantial part” of the assets of the Obligors and their Subsidiaries if the book value of\nsuch assets, when added to the book value of all other assets sold, leased or otherwise disposed of\nby the Obligors and their Subsidiaries during the period of 12 consecutive months ending on the\ndate of such sale, lease or other disposition, exceeds 15% of the book value of Consolidated Total\nAssets, determined as of the end of the fiscal year immediately preceding such sale, lease or other\ndisposition; provided that there shall be excluded from any determination of a “substantial part”\nany (i) sale or disposition of assets in the ordinary course of business of the Obligors and their\nSubsidiaries, (ii) any transfer of assets from any Obligor to any Wholly-Owned Subsidiary or from\nany Subsidiary to any Obligor or a Wholly-Owned Subsidiary and (iii) any sale or transfer of\nproperty acquired by any Obligor or any Subsidiary after the date of this Agreement to any Person\nwithin 365 days following the acquisition or construction of such property by such Obligor or any\nSubsidiary if an Obligor or a Subsidiary shall concurrently with such sale or transfer, lease such\nproperty, as lessee.\n
\n

 \n\n

-30-\n

\n\n\n

\n

 

\n\n

\n\n
Section 10.5. Merger and Consolidation. The Obligors will not, and will not permit any of\ntheir Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or lease\nsubstantially all of its assets in a single transaction or series of transactions to any Person;\nprovided that:\n
\n\n\n
(1) any Subsidiary of the Obligors may (x) consolidate with or merge with, or convey,\ntransfer or lease substantially all of its assets in a single transaction or series of\ntransactions to, (i) any Obligor or a Subsidiary so long as in any merger or consolidation\ninvolving the Company, the Company shall be the surviving or continuing corporation or (ii)\nany other Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease\nall of its assets in compliance with the provisions of Section 10.4;\n
\n\n\n
(2) any Obligor may consolidate with or merge with, or convey, transfer or lease\nsubstantially all of its assets in a single transaction or series of transactions to, any\nother Obligor; and\n
\n\n\n
(3) the foregoing restriction does not apply to the consolidation or merger of any\nObligor with, or the conveyance, transfer or lease of substantially all of the assets of any\nObligor in a single transaction or series of transactions to, any Person so long as:\n
\n\n\n
(a) the successor formed by such consolidation or the survivor of such merger\nor the Person that acquires by conveyance, transfer or lease substantially all of\nthe assets of an Obligor as an entirety, as the case may be (the “Successor\nCorporation”), shall be a solvent corporation or limited liability company organized\nand existing under the laws of the United States of America, any State thereof or\nthe District of Columbia;\n
\n\n\n
(b) if such Obligor is not the Successor Corporation, such Successor\nCorporation shall have executed and delivered to each holder of Notes its assumption\nof the due and punctual performance and observance of each covenant and condition of\nthis Agreement (and each Supplement thereto) and the Notes (pursuant to such\nagreements and instruments as shall be reasonably satisfactory to the Required\nHolders), and the Successor Corporation shall have caused to be delivered to each\nholder of Notes (A) an opinion of nationally recognized independent counsel, to the\neffect that all agreements or instruments effecting such assumption are enforceable\nin accordance with their terms and (B) an acknowledgment from each Subsidiary\nGuarantor that the Subsidiary Guaranty continues in full force and effect; and\n
\n\n\n
(c) immediately after giving effect to such transaction no Default or Event of\nDefault would exist.\n
\n\n
Section 10.6. Nature of Business. The Obligors and their Subsidiaries will not engage in any\nbusiness, if, as a result, when taken as a whole, the general nature of the business of the\nObligors and their Subsidiaries would be substantially changed from the general nature of the\nbusiness conducted by the Obligors and their Subsidiaries on the date of this Agreement as\ndescribed in the Memorandum.\n
\n

 \n\n

-31-\n

\n\n\n

\n

 

\n\n

\n\n
Section 10.7. Transactions with Affiliates. The Obligors will not and will not permit any\nSubsidiary to enter into directly or indirectly any Material transaction or Material group of\nrelated transactions (including without limitation the purchase, lease, sale or exchange of\nproperties of any kind or the rendering of any service) with any Affiliate (other than any Obligor\nor another Subsidiary), except in the ordinary course and upon fair and reasonable terms that are\nnot materially less favorable to the Obligors or such Subsidiary than would be obtainable in a\ncomparable arm’s-length transaction with a Person not an Affiliate.\n
\n\n
Section 10.8. Terrorism Sanctions Regulations. The Obligors will not and will not permit any\nSubsidiary to (a) become a Person described or designated in the Specially Designated Nationals and\nBlocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism\nOrder or (b) engage directly in any dealings or transactions with any such Person.\n
\n\n
Section 11. Events of Default.\n
\n\n\n
An “Event of Default” shall exist if any of the following conditions or events shall occur and\nbe continuing:\n
\n\n\n
(a) any Obligor defaults in the payment of any principal or Make-Whole Amount, if any,\non any Note or any Swap Indemnification Amount in respect of a Swapped Note when the same\nbecomes due and payable, whether at maturity or at a date fixed for prepayment or by\ndeclaration or otherwise; or\n
\n\n\n
(b) any Obligor defaults in the payment of any interest on any Note for more than five\n(5) Business Days after the same becomes due and payable; or\n
\n\n\n
(c) any Obligor defaults in the performance of or compliance with any term contained in\nSections 10.1 through 10.5, inclusive, or any covenant in a Supplement which specifically\nprovides that it shall have the benefit of this paragraph (c) or any Subsidiary Guarantor\ndefaults in the performance of or compliance with any term of the Subsidiary Guaranty beyond\nany period of grace or cure period provided with respect thereto; or\n
\n\n\n
(d) any Obligor defaults in the performance of or compliance with any term contained\nherein or in any Supplement (other than those referred to in paragraphs (a), (b) and (c) of\nthis Section 11) and such default is not remedied within thirty (30) days after the earlier\nof (i) a Responsible Officer obtaining actual knowledge of such default or (ii) any Obligor\nreceiving written notice of such default from any holder of a Note (any such written notice\nto be identified as a “notice of default” and to refer specifically to this paragraph (d) of\nSection 11); or\n
\n\n\n
(e) any Subsidiary Guaranty ceases to be a legally valid, binding and enforceable\nobligation or contract of a Subsidiary Guarantor (other than upon a release of any\nSubsidiary Guarantor from a Subsidiary Guaranty in accordance with the terms of Section\n2.3(b) hereof), or any Subsidiary Guarantor or any Affiliate by, through or on account of\nany such Person, challenges the validity, binding nature or enforceability of any such\nSubsidiary Guaranty; or\n
\n

 \n\n

-32-\n

\n\n\n

\n

 

\n\n

\n\n\n
(f) any representation or warranty made in writing by or on behalf of any Obligor or\nany Subsidiary Guarantor or by any officer of any Obligor or any Subsidiary Guarantor in any\nwriting furnished in connection with the transactions contemplated hereby or by any\nSubsidiary Guaranty proves to have been false or incorrect in any material respect on the\ndate as of which made; or\n
\n\n\n
(g) (i) any Obligor or any Subsidiary is in default (as principal or as guarantor or\nother surety) in the payment of any principal of or premium or make-whole amount or interest\n(in the payment amount of at least $100,000) on any Debt other than the Notes that is\noutstanding in an aggregate principal amount of greater than $25,000,000 beyond any period\nof grace provided with respect thereto, or (ii) any Obligor or any Subsidiary is in default\nin the performance of or compliance with any term of any instrument, mortgage, indenture or\nother agreement relating to any Debt other than the Notes in an aggregate principal amount\nexceeding $25,000,000, and as a consequence of such default such Debt has become, or has\nbeen declared, due and payable or one or more Persons has the right to declare such Debt to\nbe due and payable before its stated maturity or before its regularly scheduled dates of\npayment, or (iii) as a consequence of the occurrence or continuation of any event or\ncondition (other than the passage of time or the right of the holder of Debt to convert such\nDebt into equity interests), any Obligor or any Subsidiary has become obligated to purchase\nor repay Debt other than the Notes before its regular maturity or before its regularly\nscheduled dates of payment in an aggregate outstanding principal amount exceeding\n$25,000,000 or one or more Persons have the right to require any Obligor or any Subsidiary\nto purchase or repay such Debt; or\n
\n\n\n
(h) any Obligor, any Material Subsidiary or any Subsidiary Guarantor (i) is generally\nnot paying, or admits in writing its inability to pay, its debts as they become due, (ii)\nfiles, or consents by answer or otherwise to the filing against it of, a petition for relief\nor reorganization or arrangement or any other petition in bankruptcy, for liquidation or to\ntake advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar\nlaw of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv)\nconsents to the appointment of a custodian, receiver, trustee or other officer with similar\npowers with respect to it or with respect to any substantial part of its property, (v) is\nadjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose\nof any of the foregoing; or\n
\n\n\n
(i) a court or governmental authority of competent jurisdiction enters an order\nappointing, without consent by any Obligor, any of its Material Subsidiaries or any\nSubsidiary Guarantor, a custodian, receiver, trustee or other officer with similar powers\nwith respect to it or with respect to any substantial part of its property, or constituting\nan order for relief or approving a petition for relief or reorganization or any other\npetition in bankruptcy or for liquidation or to take advantage of any bankruptcy or\ninsolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation\nof any Obligor, any of its Material Subsidiaries or any Subsidiary Guarantor, or any such\npetition shall be\nfiled against any Obligor, any of its Material Subsidiaries or any Subsidiary Guarantor and\nsuch petition shall not be dismissed within sixty (60) days; or\n
\n

 \n\n

-33-\n

\n\n\n

\n

 

\n\n

\n\n\n
(j) a final judgment or judgments at any one time outstanding for the payment of money\naggregating in excess of $25,000,000 (other than any judgment in which a third party\ninsurance provider has agreed in writing that it shall pay the full amount of such judgment)\nare rendered against one or more of any Obligor, its Subsidiaries or any Subsidiary\nGuarantor and which judgments are not, within sixty (60) days after entry thereof, bonded,\ndischarged or stayed pending appeal, or are not discharged within sixty (60) days after the\nexpiration of such stay; or\n
\n\n\n
(k) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the\nCode for any plan year or part thereof or a waiver of such standards or extension of any\namortization period is sought or granted under Section 412 of the Code, (ii) a notice of\nintent to terminate any Plan shall have been or is reasonably expected to be filed with the\nPBGC or the PBGC shall have instituted proceedings under Section 4042 of ERISA to terminate\nor appoint a trustee to administer any Plan or the PBGC shall have notified any Obligor or\nany ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the\naggregate “amount of unfunded benefit liabilities” (within the meaning of Section\n4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA,\nshall exceed $25,000,000, (iv) any Obligor or any ERISA Affiliate shall have incurred or is\nreasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty\nor excise tax provisions of the Code relating to employee benefit plans, (v) any Obligor or\nany ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) any Obligor or any\nSubsidiary establishes or amends any employee welfare benefit plan that provides\npost-employment welfare benefits in a manner that would increase the liability of any\nObligor or any Subsidiary thereunder; and any such event or events described in clauses (i)\nthrough (vi) above, either individually or together with any other such event or events,\ncould reasonably be expected to have a Material Adverse Effect.\n
\n\n
As used in Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan”\nshall have the respective meanings assigned to such terms in Section 3 of ERISA.\n
\n\n
Section 12. Remedies on Default, Etc.\n
\n\n\n
Section 12.1. Acceleration. (a) If an Event of Default with respect to the Obligors described\nin paragraph (h) or (i) of Section 11 (other than an Event of Default described in clause (i) of\nparagraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause\nencompasses clause (i) of paragraph (h)) has occurred, all the Notes of every Series then\noutstanding shall automatically become immediately due and payable.\n
\n\n
(b) If any other Event of Default has occurred and is continuing, the Required Holders may at\nany time at their option, by notice or notices to the Obligors, declare all the Notes of every\nSeries then outstanding to be immediately due and payable.\n
\n

 \n\n

-34-\n

\n\n\n

\n

 

\n\n

\n\n
(c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and\nis continuing with respect to any Notes, any holder or holders of Notes at the time outstanding\naffected by such Event of Default may at any time, at its or their option, by notice or notices to\nthe Obligors, declare all the Notes held by such holder or holders to be immediately due and\npayable.\n
\n\n
Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by\ndeclaration, such Note will forthwith mature and the entire unpaid principal amount of such Note,\nplus all accrued and unpaid interest thereon and the Make-Whole Amount or other premium determined\nin respect of such principal amount (to the full extent permitted by applicable law), plus any Swap\nIndemnification Amount in respect of a Swapped Note shall all be immediately due and payable, in\neach and every case without presentment, demand, protest or further notice, all of which are hereby\nwaived. Each Obligor acknowledges, and the parties hereto agree, that each holder of a Note has\nthe right to maintain its investment in the Notes free from repayment by the Obligors (except as\nherein specifically provided for) and that the provision for payment of a Make-Whole Amount or\nother premium by the Obligors in the event that the Notes are prepaid or are accelerated as a\nresult of an Event of Default, is intended to provide compensation for the deprivation of such\nright under such circumstances.\n
\n\n
Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is\ncontinuing, and irrespective of whether any Notes have become or have been declared immediately due\nand payable under Section 12.1, the holder of any Note at the time outstanding may proceed to\nprotect and enforce the rights of such holder by an action at law, suit in equity or other\nappropriate proceeding, whether for the specific performance of any agreement contained herein or\nin any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in\naid of the exercise of any power granted hereby or thereby or by law or otherwise.\n
\n\n
Section 12.3. Rescission. At any time after the Notes have been declared due and payable\npursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the\nObligors, may rescind and annul any such declaration and its consequences if (a) the Obligors have\npaid all overdue interest on the Notes, all principal of and Make-Whole Amount or premium, if any,\non any Notes that are due and payable and are unpaid other than by reason of such declaration, and\nall interest on such overdue principal and Make-Whole Amount or premium, if any, and (to the extent\npermitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b)\nall Events of Default and Defaults, other than non-payment of amounts that have become due solely\nby reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c)\nno judgment or decree has been entered for the payment of any monies due pursuant hereto or to any\nNotes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent\nEvent of Default or Default or impair any right consequent thereon.\n
\n\n
Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no\ndelay on the part of any holder of any Note in exercising any right, power or remedy shall operate\nas a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right,\npower or\nremedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any\nother right, power or remedy referred to herein or therein or now or\n
\n

 \n\n

-35-\n

\n\n\n

\n

 

\n\n

\n\n
\nhereafter available at law, in\nequity, by statute or otherwise. Without limiting the obligations of the Obligors under Section\n15, the Obligors will pay to the holder of each Note on demand such further amount as shall be\nsufficient to cover all costs and expenses of such holder incurred in any enforcement or collection\nunder this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and\ndisbursements.\n
\n\n
Section 13. Registration; Exchange; Substitution of Notes.\n
\n\n\n
Section 13.1. Registration of Notes. The Company shall keep at its principal executive\noffice a register for the registration and registration of transfers of Notes. The name and\naddress of each holder of one or more Notes, each transfer thereof and the name and address of each\ntransferee of one or more Notes shall be registered in such register. Prior to due presentment for\nregistration of transfer, the Person in whose name any Note shall be registered shall be deemed and\ntreated as the owner and holder thereof for all purposes hereof, and the Obligors shall not be\naffected by any notice or knowledge to the contrary. The Obligors shall give to any holder of a\nNote that is an Institutional Investor promptly upon request therefor, a complete and correct copy\nof the names and addresses of all registered holders of Notes.\n
\n\n
Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note at the principal\nexecutive office of the Company for registration of transfer or exchange (and in the case of a\nsurrender for registration of transfer, duly endorsed or accompanied by a written instrument of\ntransfer duly executed by the registered holder of such Note or its attorney duly authorized in\nwriting and accompanied by the address for notices of each transferee of such Note or part\nthereof), the Obligors shall execute and deliver not more than five (5) Business Days following\nsurrender of such Note, at the Obligors’ expense (except as provided below), one or more new Notes\n(as requested by the holder thereof) of the same Series (and of the same tranche if such Series has\nseparate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid\nprincipal amount of the surrendered Note. Each such new Note shall be payable to such Person as\nsuch holder may request and shall be substantially in the form of the Note of such Series\noriginally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and\nbear interest from the date to which interest shall have been paid on the surrendered Note or dated\nthe date of the surrendered Note if no interest shall have been paid thereon. The Obligors may\nrequire payment of a sum sufficient to cover any stamp tax or governmental charge imposed in\nrespect of any such transfer of Notes. Notes shall not be transferred in denominations of less\nthan $500,000 (or the equivalent amount in Euros), provided that if necessary to enable the\nregistration of transfer by a holder of its entire holding of Notes of a Series (or of a tranche,\nif such Series has separate tranches), one Note of such Series or tranche, as applicable, may be in\na denomination of less than $500,000 (or the equivalent amount in Euros). Any transferee, by its\nacceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have\nmade the representation set forth in Section 6, provided that such holder may (in reliance upon\ninformation provided by the Obligors, which shall not be unreasonably withheld) make a\nrepresentation to the effect that the purchase by such holder of any Note will not constitute a\nnon-exempt prohibited transaction under Section 406(a) of ERISA.\n
\n

 \n\n

-36-\n

\n\n\n

\n

 

\n\n

\n\n
The Notes have not been registered under the Securities Act or under the securities laws of\nany state and may not be transferred or resold unless registered under the Securities Act and all\napplicable state securities laws or unless an exemption from the requirement for such registration\nis available.\n
\n\n
Section 13.3. Replacement of Notes. Upon receipt by the Obligors of evidence reasonably\nsatisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Note\n(which evidence shall be, in the case of an Institutional Investor, notice from such Institutional\nInvestor of such ownership and such loss, theft, destruction or mutilation), and\n
\n\n\n
(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to\nthem (provided that if the holder of such Note is, or is a nominee for, an original\nPurchaser or another holder of a Note with a minimum net worth of at least $50,000,000, such\nPerson’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or\n
\n\n\n
(b) in the case of mutilation, upon surrender and cancellation thereof,\n
\n\n
the Obligors at their own expense shall execute and deliver not more than five (5) Business Days\nfollowing satisfaction of such conditions, in lieu thereof, a new Note of the same Series (and of\nthe same tranche if such Series has separate tranches), dated and bearing interest from the date to\nwhich interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the\ndate of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.\n
\n\n
Section 14. Payments on Notes.\n
\n\n\n
Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole\nAmount, interest and any Swap Indemnification Amount in respect of the Swapped Notes becoming due\nand payable on the Notes shall be made in New York, New York at the principal office of Bank of\nAmerica, N.A. in such jurisdiction. The Obligors may at any time, by notice to each holder of a\nNote, change the place of payment of the Notes so long as such place of payment shall be either the\nprincipal office of a Obligor in such jurisdiction or the principal office of a bank or trust\ncompany in such jurisdiction.\n
\n\n
Section 14.2. Home Office Payment. So long as any Purchaser or Additional Purchaser or such\nPurchaser’s nominee or such Additional Purchaser’s nominee shall be the holder of any Note, and\nnotwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Obligors\nwill pay all sums becoming due on such Note for principal, Make-Whole Amount or premium, if any,\nand interest and any Swap Indemnification Amount in respect of the Swapped Notes by the method and\nat the address specified for such purpose for such Purchaser on Schedule A hereto or, in the case\nof any\nAdditional Purchaser, Schedule A attached to any Supplement pursuant to which such Additional\nPurchaser is a party, or by such other method or at such other address as such Purchaser or\nAdditional Purchaser shall have from time to time specified to the Obligors in writing for such\npurpose, without the presentation or surrender of such Note or the making of any notation thereon,\nexcept that upon written request of the Obligors made concurrently with or reasonably promptly\nafter payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall\nsurrender such Note for cancellation, reasonably promptly after any such request, to the Obligors\nat the principal executive office of\n
\n

 \n\n

-37-\n

\n\n\n

\n

 

\n\n

\n\n\n
\n the Company or at the place of payment most recently\ndesignated by the Obligors pursuant to Section 14.1. Prior to any sale or other disposition of any\nNote held by any Purchaser or Additional Purchaser or such Person’s nominee, such Person will, at\nits election, either endorse thereon the amount of principal paid thereon and the last date to\nwhich interest has been paid thereon or surrender such Note to an Obligor in exchange for a new\nNote or Notes pursuant to Section 13.2. The Obligors will afford the benefits of this Section 14.2\nto any Institutional Investor that is the direct or indirect transferee of any Note.\n
\n\n\n
Section 15. Expenses, Etc.\n
\n\n\n
Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are\nconsummated, the Obligors will pay all reasonable costs and expenses (including reasonable\nattorneys’ fees of one special counsel for the Purchasers or any Additional Purchasers and, if\nreasonably required, local or other counsel) incurred by each Purchaser and each Additional\nPurchaser and each other holder of a Note in connection with such transactions and in connection\nwith any amendments, waivers or consents under or in respect of this Agreement (including any\nSupplement) or the Notes (whether or not such amendment, waiver or consent becomes effective),\nincluding, without limitation: (a) the costs and expenses incurred in enforcing or defending (or\ndetermining whether or how to enforce or defend) any rights under this Agreement (including any\nSupplement) or the Notes or in responding to any subpoena or other legal process or informal\ninvestigative demand by any Governmental Authority issued in connection with this Agreement\n(including any Supplement) or the Notes, or by reason of being a holder of any Note, and (b) the\ncosts and expenses, including financial advisors’ fees, incurred in connection with the insolvency\nor bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring\nof the transactions contemplated hereby (including any Supplement), by any Subsidiary Guaranty and\nby the Notes. In the event the Obligors default in the payment of any interest, principal or other\namounts on any Swapped Notes on the date such payment is due (regardless of whether any period of\ngrace shall be applicable thereto and regardless of whether such default shall be an Event of\nDefault), the Obligors will pay, and will save each holder of a Swapped Note harmless from, any\nfees, costs, contractual damages or expenses (including without limitation, the costs of any funds\nused to pay amounts owing to any swap counterparty on such payment date) arising out of or in\nconnection with any payments that may be due under any Swap Agreement entered into by such holder\nin connection with this Agreement and any Swapped Note. The Obligors will pay, and will save each\nPurchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in\nrespect of any reasonable fees, costs or expenses if any, of brokers and finders (other than those\nretained by the Purchasers).\n
\n\n
Section 15.2. Survival. The obligations of the Obligors under this Section 15 will survive\nthe payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this\nAgreement, any Supplement or the Notes, and the termination of this Agreement or any Supplement.\n
\n

 \n\n

-38-\n

\n\n\n

\n

 

\n\n

\n\n
Section 16. Survival of Representations and Warranties; Entire Agreement. \n
\n\n\n
All representations and warranties contained herein or in any Supplement shall survive the\nexecution and delivery of this Agreement, such Supplement and the Notes, the purchase or transfer\nby any Purchaser or any Additional Purchaser of any such Note or portion thereof or interest\ntherein and the payment of any Note may be relied upon by any subsequent holder of any such Note,\nregardless of any investigation made at any time by or on behalf of any Purchaser or any Additional\nPurchaser or any other holder of any such Note. All statements contained in any certificate or\nother instrument delivered by or on behalf of the Obligors pursuant to this Agreement or any\nSupplement shall be deemed representations and warranties of the Obligors under this Agreement;\nprovided, that the representations and warranties contained in any Supplement shall only be made\nfor the benefit of the Additional Purchasers which are party to such Supplement and the holders of\nthe Notes issued pursuant to such Supplement, including subsequent holders of any Note issued\npursuant to such Supplement, and shall not require the consent of the holders of existing Notes.\nSubject to the preceding sentence, this Agreement (including every Supplement) and the Notes embody\nthe entire agreement and understanding between the Purchasers and the Additional Purchasers and the\nObligors and supersede all prior agreements and understandings relating to the subject matter\nhereof.\n
\n\n
Section 17. Amendment and Waiver.\n
\n\n\n
Section 17.1. Requirements. (a) This Agreement (including any Supplement) and the Notes may\nbe amended, and the observance of any term hereof or of the Notes may be waived (either\nretroactively or prospectively), with (and only with) the written consent of the Obligors and the\nRequired Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2,\n3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement, or any defined term (as\nit is used in any such Section or such corresponding provision of any Supplement), will be\neffective as to any holder of Notes unless consented to by such holder of Notes in writing, and\n(ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at\nthe time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to\nacceleration or rescission, change the amount or time of any prepayment or payment of principal of,\nor reduce the rate or change the time of payment or method of computation of interest or of the\nMake-Whole Amount or premium on, the Notes, (B) change the percentage of the principal amount of\nthe Notes the holders of which are required to consent to any such amendment or waiver, or (C)\namend any of Sections 8, 11(a), 11(b), 12, 17 or 20; provided that, with respect to the\ndetermination of a Recognized Euro Market Maker, such determination shall be made by the Required\nHolders of Series 2010-A Non-Swapped Notes and, if applicable, the Obligors as provided in Section\n8.6(a).\n
\n\n
(b) Supplements. Notwithstanding anything to the contrary contained herein, the Obligors may\nenter into any Supplement providing for the issuance of one or more Series of\nAdditional Notes consistent with Sections 2.2 and 4.12 hereof without obtaining the consent of any\nholder of any other Series of Notes.\n
\n

 \n\n

-39-\n

\n\n\n

\n

 

\n\n

\n\n
Section 17.2. Solicitation of Holders of Notes.\n
\n\n
(a) Solicitation. The Obligors will provide each holder of the Notes (irrespective of the\namount of Notes then owned by it) with sufficient information, sufficiently far in advance of the\ndate a decision is required, to enable such holder to make an informed and considered decision with\nrespect to any proposed amendment, waiver or consent in respect of any of the provisions hereof,\nany Supplement or of the Notes. The Obligors will deliver executed or true and correct copies of\neach amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each\nholder of outstanding Notes promptly following the date on which it is executed and delivered by,\nor receives the consent or approval of, the requisite holders of Notes.\n
\n\n
(b) Payment. The Obligors will not directly or indirectly pay or cause to be paid any\nremuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any\nsecurity, to any holder of Notes as consideration for or as an inducement to the entering into by\nsuch holder of Notes of any waiver or amendment of any of the terms and provisions hereof or any\nSupplement unless such remuneration is concurrently paid, or security is concurrently granted, on\nthe same terms, ratably to each holder of Notes then outstanding even if such holder did not\nconsent to such waiver or amendment.\n
\n\n
(c) Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 by a\nholder of Notes that has transferred or has agreed to transfer its Notes to an Obligor, any\nSubsidiary or any Affiliate of an Obligor and has provided or has agreed to provide such written\nconsent as a condition to such transfer shall be void and of no force or effect except solely as to\nsuch holder, and any amendments effected or waivers granted or to be effected or granted that would\nnot have been or would not be so effected or granted but for such consent (and the consents of all\nother holders of Notes that were acquired under the same or similar conditions) shall be void and\nof no force or effect except solely as to such holder.\n
\n\n
Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this\nSection 17 applies equally to all holders of Notes and is binding upon them and upon each future\nholder of any Note and upon the Obligors without regard to whether such Note has been marked to\nindicate such amendment or waiver. No such amendment or waiver will extend to or affect any\nobligation, covenant, agreement, Default or Event of Default not expressly amended or waived or\nimpair any right consequent thereon. No course of dealing between any Obligor and the holder of\nany Note nor any delay in exercising any rights hereunder or under any Note shall operate as a\nwaiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and\nreferences thereto shall mean this Agreement as it may from time to time be amended or\nsupplemented.\n
\n\n
Section 17.4. Notes Held by Obligors, Etc. Solely for the purpose of determining whether the\nholders of the requisite percentage of the aggregate principal amount of Notes then outstanding\napproved or consented to any amendment, waiver or consent to be given under this Agreement or the\nNotes, or have directed the taking of any action provided herein or in the Notes to be taken upon\nthe direction of\nthe holders of a specified percentage of the aggregate principal amount of Notes then outstanding,\nNotes directly or indirectly owned by any Obligor or any of its Affiliates shall be deemed not to\nbe outstanding.\n
\n

 \n\n

-40-\n

\n\n\n

\n

 

\n\n

\n\n
Section 18. Notices.\n
\n\n\n
All notices and communications provided for hereunder shall be in writing and sent (a) by\ntelefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized\novernight delivery service (charges prepaid), or (b) by a recognized overnight delivery service\n(with charges prepaid). Any such notice must be sent:\n
\n\n\n
(i) if to a Purchaser or such Purchaser’s nominee, to such Purchaser or such\nPurchaser’s nominee at the address specified for such communications in Schedule A to this\nAgreement, or at such other address as such Purchaser or such Purchaser’s nominee shall have\nspecified to any Obligor in writing pursuant to this Section 18;\n
\n\n\n
(ii) if to an Additional Purchaser or such Additional Purchaser’s nominee, to such\nAdditional Purchaser or such Additional Purchaser’s nominee at the address specified for\nsuch communications in Schedule A to any Supplement, or at such other address as such\nAdditional Purchaser or such Additional Purchaser’s nominee shall have specified to any\nObligor in writing,\n
\n\n\n
(iii) if to any other holder of any Note, to such holder at such address as such other\nholder shall have specified to the Obligor in writing pursuant to this Section 18, or\n
\n\n\n
(iv) if to any Obligor, to such Obligor at its address set forth at the beginning\nhereof to the attention of Chief Financial Officer, with a copy to the Treasurer, or at such\nother address as such Obligor shall have specified to the holder of each Note in writing.\n
\n\n
Notices under this Section 18 will be deemed given only when actually received.\n
\n\n
Section 19. Reproduction of Documents.\n
\n\n\n
This Agreement and all documents relating thereto, including, without limitation, (a)\nconsents, waivers and modifications that may hereafter be executed, (b) documents received by each\nPurchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates\nand other information previously or hereafter furnished to each Purchaser, may be reproduced by\nsuch Purchaser by any photographic, photostatic, microfilm, microcard, miniature photographic or\nother similar process and such Purchaser may destroy any original document so reproduced. Each\nObligor agrees and stipulates that, to the extent permitted by applicable law, any such\nreproduction shall be admissible in evidence as the original itself in any judicial or\nadministrative proceeding (whether or not the original is in existence and whether or not such\nreproduction was made by such Purchaser in the regular course of business) and any enlargement,\nfacsimile or further reproduction of such reproduction shall likewise be admissible in evidence.\nThis Section 19 shall not prohibit any Obligor or any other holder of Notes from\ncontesting any such reproduction to the same extent that it could contest the original, or\nfrom introducing evidence to demonstrate the inaccuracy of any such reproduction.\n
\n

 \n\n

-41-\n

\n\n\n

\n

 

\n\n

\n\n
Section 20. Confidential Information.\n
\n\n
For the purposes of this Section 20, “Confidential Information” means information delivered to\nany Purchaser by or on behalf of the Obligors or any Subsidiary in connection with the transactions\ncontemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was\nclearly marked or labeled or otherwise adequately identified when received by such Purchaser as\nbeing confidential information of the Obligors or such Subsidiary, provided that such term does not\ninclude information that (a) was publicly known or otherwise known to such Purchaser prior to the\ntime of such disclosure, (b) subsequently becomes publicly known through no act or omission by such\nPurchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such\nPurchaser other than through disclosure by any Obligor or any Subsidiary or (d) constitutes\nfinancial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly\navailable. Each Purchaser will maintain the confidentiality of such Confidential Information in\naccordance with procedures adopted by such Purchaser in good faith to protect confidential\ninformation of third parties delivered to such Purchaser, provided that such Purchaser may deliver\nor disclose Confidential Information to (i) such Purchaser’s directors, trustees, officers,\nemployees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to\nthe administration of the investment represented by such Purchaser’s Notes), (ii) such Purchaser’s\nfinancial advisors and other professional advisors who agree to hold confidential the Confidential\nInformation substantially in accordance with the terms of this Section 20, (iii) any other holder\nof any Note, (iv) any Institutional Investor to which such Purchaser sells or offers to sell such\nNote or any part thereof or any participation therein (if such Person has agreed in writing prior\nto its receipt of such Confidential Information to be bound by the provisions of this Section 20),\n(v) any Person from which such Purchaser offers to purchase any security of any Obligor (if such\nPerson has agreed in writing prior to its receipt of such Confidential Information to be bound by\nthe provisions of this Section 20), (vi) any federal or state regulatory authority having\njurisdiction over such Purchaser, (vii) the National Association of Insurance Commissioners or any\nsimilar organization, or any nationally recognized rating agency that requires access to\ninformation about such Purchaser’s investment portfolio, or (viii) any other Person to which such\ndelivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule,\nregulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal\nprocess, (y) in connection with any litigation to which such Purchaser is a party or (z) if an\nEvent of Default has occurred and is continuing, to the extent such Purchaser may reasonably\ndetermine such delivery and disclosure to be necessary or appropriate in the enforcement or for the\nprotection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder\nof a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be\nentitled to the benefits of this Section 20 as though it were a party to this Agreement. On\nreasonable request by any Obligor in connection with the delivery to any holder of a Note of\ninformation required to be delivered to such holder under this Agreement or requested by such\nholder (other than a holder that is a party to this Agreement or its nominee), such holder will\nenter into an agreement with the Obligors embodying the provisions of this Section 20.\n
\n

 \n\n

-42-\n

\n\n\n

\n

 

\n\n

\n\n
Notwithstanding anything herein to the contrary, and to the extent not otherwise prohibited by\napplicable securities laws, each Purchaser (and each employee, representative or other agent of\neach Purchaser) may disclose to any Person, without limitations of any kind, the “tax treatment”\nand “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of\nthe offering of the Notes and all materials of any kind (including opinions or other tax analyses)\nthat are or have been provided to each Purchaser relating to such tax treatment or tax structure;\nprovided that, with respect to any document or similar item that in either case contains\ninformation concerning such tax treatment or tax structure of the offering as well as other\ninformation, such permitted disclosure shall apply solely to such facts and relevant portions of\nthe document or similar item that relate to such tax treatment or tax structure.\n
\n\n
Section 21. Substitution of Purchaser.\n
\n\n\n
Each Purchaser shall have the right to substitute any one of such Purchaser’s Affiliates as\nthe purchaser of the Notes that such Purchaser has agreed to purchase hereunder, by written notice\nto any Obligor, which notice shall be signed by both such Purchaser and such Purchaser’s Affiliate,\nshall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a\nconfirmation by such Affiliate of the accuracy with respect to it of the representations set forth\nin Section 6. Upon receipt of such notice, wherever the word “Purchaser” is used in this Agreement\n(other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of\nsuch Purchaser. In the event that such Affiliate is so substituted as a purchaser hereunder and\nsuch Affiliate thereafter transfers to such Purchaser all of the Notes then held by such Affiliate,\nupon receipt by any Obligor of notice of such transfer, wherever the word “Purchaser” is used in\nthis Agreement (other than in this Section 21), such word shall no longer be deemed to refer to\nsuch Affiliate, but shall refer to such Purchaser, and such Purchaser shall have all the rights of\nan original holder of the Notes under this Agreement.\n
\n\n
Section 22. Miscellaneous.\n
\n\n\n
Section 22.1. Successors and Assigns. All covenants and other agreements contained in this\nAgreement (including all covenants and other agreements contained in any Supplement) by or on\nbehalf of any of the parties hereto bind and inure to the benefit of their respective successors\nand assigns (including, without limitation, any subsequent holder of a Note) whether so expressed\nor not.\n
\n\n
Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to\nthe contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice\nof any optional prepayment specify a Business Day as the date fixed for such prepayment), any\npayment of principal of or Make-Whole Amount, any Swap Indemnification Amount in respect of the\nSwapped Note or interest on any Note that is due on a date other than a Business Day shall be made\non the next succeeding Business Day without including the additional days elapsed in the\ncomputation of the interest payable on such next succeeding Business Day; provided that if the\nmaturity date of any Note is a date other than a Business Day, the payment otherwise due on such\nmaturity date shall be made on the next succeeding Business Day and shall include the additional\ndays elapsed in the computation of interest payable on such next succeeding Business Day.\n
\n

 \n\n

-43-\n

\n\n\n

\n

 

\n\n

\n\n
Section 22.3. Severability. Any provision of this Agreement that is prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of\nsuch prohibition or unenforceability without invalidating the remaining provisions hereof, and any\nsuch prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by\nlaw) not invalidate or render unenforceable such provision in any other jurisdiction.\n
\n\n
Section 22.4. Construction. Each covenant contained herein shall be construed (absent express\nprovision to the contrary) as being independent of each other covenant contained herein, so that\ncompliance with any one covenant shall not (absent such an express contrary provision) be deemed to\nexcuse compliance with any other covenant. Where any provision herein refers to action to be taken\nby any Person, or which such Person is prohibited from taking, such provision shall be applicable\nwhether such action is taken directly or indirectly by such Person.\n
\n\n
Section 22.5. Counterparts. This Agreement may be executed in any number of counterparts,\neach of which shall be an original but all of which together shall constitute one instrument. Each\ncounterpart may consist of a number of copies hereof, each signed by less than all, but together\nsigned by all, of the parties hereto.\n
\n\n
Section 22.6. Governing Law. This Agreement shall be construed and enforced in accordance\nwith, and the rights of the parties shall be governed by, the law of the State of New York\nexcluding choice-of-law principles of the law of such State that would require the application of\nthe laws of a jurisdiction other than such State.\n
\n\n
Section 22.7. Accounting Terms. All accounting terms used herein which are not expressly\ndefined in this Agreement have the meanings respectively given to them in accordance with GAAP.\nExcept as otherwise specifically provided herein, (i) all computations made pursuant to this\nAgreement shall be made in accordance with GAAP, and (ii) all financial statements shall be\nprepared in accordance with GAAP. For purposes of determining compliance with the financial\ncovenants set out in this Agreement, any election by the Company to measure an item of Indebtedness\nusing fair value (as permitted by Accounting Standards Codification 825-10-25 (previously referred\nto as Statement of Financial Accounting Standards No. 159) or any other Accounting Standards\nCodification or Financial Accounting Standard having a similar result or effect) shall be\ndisregarded and such determination shall be made by valuing indebtedness at 100% of the outstanding\nprincipal amount (except to the extent that such indebtedness was issued at a discount or premium\nin which case the value of such indebtedness shall be valued at the 100% of the outstanding\nprincipal amount less any unamortized discount or plus any unamortized premium, as the case may\nbe).\n
\n\n
Section 22.8 Determinations Involving Different Currencies. In the event of any determination\nhereunder of the requisite percentage or the principal amount of any Notes of more than one\ncurrency, all such Notes which are issued in Euros shall, for the purposes of determining any\nsuch requisite percentage or principal amount, be deemed to have been converted into Dollars as of\nthe end of the immediately preceding Business Day as indicated on screen FXIP of Bloomberg (or such\nother screen that may replace screen FXIP).\n
\n\n\n

 \n\n

-44-\n

\n\n\n\n\n

\n

 

\n

\n\n
Section 23. Submission to Jurisdiction; Waiver of Immunity. \n
\n\n\n
(a) For the purpose of assuring that the holders of the Notes may enforce their rights under\nthis Agreement, each Obligor, for itself and its successors and assigns, hereby irrevocably:\n
\n\n\n
(i) agrees that any legal or equitable action, suit or proceeding against an Obligor\narising out of or relating to this Agreement or any transaction contemplated hereby or\nthereby or the subject matter of any of the foregoing may be instituted in the Supreme Court\nof the State of New York, New York County or the United States District Court for the\nSouthern District of New York;\n
\n\n\n
(ii) waives any objection which it may now or hereafter have to the venue of any\naction, suit or proceeding;\n
\n\n\n
(iii) irrevocably submits itself to the nonexclusive jurisdiction of any state or\nfederal court of competent jurisdiction in the State of New York for purposes of any such\naction, suit or proceeding; and\n
\n\n\n
(iv) irrevocably waives any immunity from jurisdiction to which it might otherwise be\nentitled in any such action, suit or proceeding which may be instituted in the Supreme Court\nof the State of New York, New York County or the United States District Court for the\nSouthern District of New York, and irrevocably waives any immunity from the maintaining of\nan action against it to enforce any judgment for money obtained in any such action, suit or\nproceeding and, to the extent permitted by applicable law, any immunity from execution.\n
\n\n
(b) Each Obligor consents to process being served by or on behalf of any holder of Notes in\nany suit, action or proceeding of the nature referred to in Section 23(a) by mailing a copy thereof\nby registered or certified mail (or any substantially similar form of mail), postage prepaid,\nreturn receipt requested, to it at its address specified in Section 18 or at such other address of\nwhich such holder shall then have been notified pursuant to said Section. Each Obligor agrees that\nsuch service upon receipt (i) shall be deemed in every respect effective service of process upon it\nin any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by\napplicable law, be taken and held to be valid personal service upon and personal delivery to it.\nNotices hereunder shall be conclusively presumed received as evidenced by a delivery receipt\nfurnished by the United States Postal Service or any reputable commercial delivery service.\n
\n\n
Section 24. Judgment Currency.\n
\n\n\n
Section 24.1. Judgment Currency. Any payment on account of an amount that is payable\nhereunder or under the Notes by the Obligors which is made to or for the account of any holder of\nNotes in a currency other than the Applicable Currency (as defined below) with respect to such\npayment, whether as a result of any\njudgment or order or the enforcement thereof or the realization of any security or the liquidation\nof such party or any other reason whatsoever, shall constitute a discharge of the Obligors’\nobligations under this Agreement and/or the Notes only to\n
\n\n

 \n\n

-45-\n

\n\n\n

\n

 

\n\n

\n\n\n
the extent of the amount of the\nApplicable Currency which such holder could purchase in the foreign exchange markets in accordance\nwith normal banking procedures at the rate of exchange prevailing on the Business Day following\nreceipt of the payment first referred to above with the amount of the currency in which such\npayment was made. If the amount of the Applicable Currency that could be so purchased is less than\nthe amount of the Applicable Currency originally due to such holder, the Obligors agree, to the\nfull extent permitted by law, to indemnify and save harmless such holder from and against all loss\nor damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest\nextent permitted by law, constitute an obligation separate and independent from the other\nobligations contained in this Agreement and/or the Notes, shall give rise to a separate and\nindependent cause of action, shall apply irrespective of any indulgence granted by such holder from\ntime to time and, shall continue in full force and effect notwithstanding any judgment or order for\na liquidated sum in respect of an amount due hereunder or the Notes or under any judgment or order.\n“Applicable Currency” means, with respect to any and all payments of principal, Make-Whole Amount\n(other than any Make-Whole Amount and (without duplication) the Swap Indemnification Amount with\nrespect to a Swapped Note payable pursuant to the terms of this Agreement) and interest becoming\ndue and payable on any Note, the currency specified in such Note and, with respect to all other\npayments required to be made hereunder or under any Note, Dollars.\n
\n\n
Section 24.2. Survival. The obligations of the Obligors under this Section 24 will survive\nthe payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this\nAgreement, any Supplement or the Notes, and the termination of this Agreement or any Supplement.\n
\n\n
* * * * *\n
\n\n\n\n\n

 \n\n

-46-\n

\n\n\n

\n

 

\n\n

\n\n\n\n
The execution hereof by the Purchasers shall constitute a contract among the Obligors and the\nPurchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any\nnumber of counterparts, each executed counterpart constituting an original but all together only\none agreement.\n
\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n\n
     
 Very truly yours,
\n
\nBrady Corporation
\n 		 
 By  /s/ Aaron J. Pearce\n  
  Name:  Aaron J. Pearce  
  Title:  Vice President and Treasurer  
 
 Brady Worldwide, Inc.
\n 		 
 By  /s/ Aaron J. Pearce\n  
  Name:  Aaron J. Pearce  
  Title:  Vice President and Treasurer  
 
 Tricor Direct, Inc.
\n 		 
 By  /s/ Aaron J. Pearce\n  
  Name:  Aaron J. Pearce  
  Title:  Vice President and Treasurer  
 
\n\n
[Signature page to Note Purchase Agreement]\n
\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n

\n\n
[Form of Series 2010-A, Tranche A, Note]\n
\n\n\n
Brady Corporation
\nBrady Worldwide, Inc.
\nTricor Direct, Inc.\n\n
\n\n
3.71% Series 2010-A Senior Note, Tranche A, due May 13, 2017\n
\n\n
\n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n \n \n \n\n
No. [                    ]\n [Date]
€                                        \n PPN 10468* AD6
\n
\n\n\n
For Value Received, each of the undersigned, Brady Corporation (herein\ncalled the “Company”), a corporation organized and existing under the laws of the State of\nWisconsin, Brady Worldwide, Inc., a corporation organized and existing under the laws of\nthe State of Wisconsin (“Brady Worldwide”), and Tricor Direct, Inc., a corporation\norganized and existing under the laws of the State of Delaware (“Tricor Direct” and, together with\nthe Company and Brady Worldwide, the “Obligors”), jointly and severally, hereby promises to pay to\n[                                                            ] or registered assigns, the principal sum of\n[                                       ] Euros\n(or so much thereof as shall not have been prepaid) on May 13, 2017 with interest (computed on the\nbasis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of\n3.71% per annum from the date hereof, payable semi-annually, on the 13th day of May and November in\neach year and at maturity, commencing on November 13, 2010, until the principal hereof shall have\nbecome due and payable, and (b) to the extent permitted by law, at a rate per annum from time to\ntime equal to the applicable Default Rate (as defined in the Note Purchase Agreement referred to\nbelow), on any overdue payment of interest and, during the continuance of an Event of Default, on\nthe unpaid balance hereof and on any overdue payment of any Make-Whole Amount and (without\nduplication) any Swap Indemnification Amount, payable semiannually as aforesaid (or, at the option\nof the registered holder hereof, on demand).\n
\n\n
Payments of principal of, interest on and any Make-Whole Amount (other than any Make-Whole\nAmount or Swap Indemnification Amount with respect to a Swapped Note payable pursuant to the terms\nof the Note Purchase Agreement referred to below, which shall be paid in Dollars or otherwise\nspecified therein) with respect to this Note are to be made in Euros, the single currency of Euro\nMembers of the European Union, at the location specified pursuant to Section 14 of the Note\nPurchase Agreement referred to below.\n
\n\n
This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to\nthe Note Purchase Agreement, dated as of May 13, 2010 (as from time to time amended, supplemented\nor modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers\nnamed therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by\nits acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20\nof the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the\nNote Purchase Agreement, provided, that in lieu thereof such holder may (in reliance upon\ninformation provided by the Company, which shall not be unreasonably withheld) make a\nrepresentation to the effect that the purchase by any holder of any Note will not constitute a\nnon-exempt prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated,\ncapitalized terms used in this Note shall have the respective meanings ascribed to such terms\nin the Note Purchase Agreement.\n
\n\n
Exhibit 1(a)
\n(to Note Purchase Agreement)\n
\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n\n\n
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender\nof this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of\ntransfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized\nin writing, a new Note for a like principal amount will be issued to, and registered in the name\nof, the transferee. Prior to due presentment for registration of transfer, the Company may treat\nthe person in whose name this Note is registered as the owner hereof for the purpose of receiving\npayment and for all other purposes, and the Company will not be affected by any notice to the\ncontrary.\n
\n\n
The Company will make required prepayments of principal on the date and in the amounts\nspecified in the Note Purchase Agreement. This Note is subject to optional prepayment, in whole or\nfrom time to time in part, at the times and on the terms specified in the Note Purchase Agreement,\nbut not otherwise.\n
\n\n
Pursuant to the Subsidiary Guaranty Agreement dated as of May 13, 2010 (as amended, restated\nor otherwise modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the\nCompany have absolutely and unconditionally guaranteed payment in full of the principal of,\nMake-Whole Amount, if any, and interest on this Note and the performance by the Company of its\nobligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary\nGuaranty.\n
\n\n
If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,\nthe principal of this Note may be declared or otherwise become due and payable in the manner, at\nthe price (including any applicable Make-Whole Amount) and with the effect provided in the Note\nPurchase Agreement.\n
\n\n
This Note shall be construed and enforced in accordance with, and the rights of the Company\nand holder hereof shall be governed by, the law of the State of New York excluding choice-of-law\nprinciples of the law of such State that would require the application of the laws of a\njurisdiction other than such State.\n
\n\n
E-1(a)-2\n
\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n\n
     
 Brady Corporation
\n 		 
 By    
  Name:    
  Title:    
 
 Brady Worldwide, Inc.
\n 		 
 By    
  Name:    
  Title:    
 
 Tricor Direct, Inc.
\n 		 
 By    
  Name:    
  Title:    
 
\n\n
E-1(a)-3\n
\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n\n\n
[Form of Series 2010-A, Tranche B, Note]\n
\n\n\n
Brady Corporation
\nBrady Worldwide, Inc.
\nTricor Direct, Inc.\n\n
\n\n
4.24% Series 2010-A Senior Note, Tranche B, due May 13, 2020\n
\n\n
\n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n \n \n \n\n
No. [                    ]\n [Date]
€                                        \n PPN 10468* AE4
\n
\n\n\n
For Value Received, each of the undersigned, Brady Corporation (herein\ncalled the “Company”), a corporation organized and existing under the laws of the State of\nWisconsin, Brady Worldwide, Inc., a corporation organized and existing under the laws of\nthe State of Wisconsin (“Brady Worldwide”), and Tricor Direct, Inc., a corporation\norganized and existing under the laws of the State of Delaware (“Tricor Direct” and, together with\nthe Company and Brady Worldwide, the “Obligors”), jointly and severally, hereby promises to pay to\n[                \n                \n                \n            ] or registered assigns, the\nprincipal sum of [             \n                \n           ] Euros\n(or so much thereof as shall not have been prepaid) on May 13, 2020 with interest (computed on the\nbasis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of\n4.24% per annum from the date hereof, payable semi-annually, on the 13th day of May and November in\neach year and at maturity, commencing on November 13, 2010, until the principal hereof shall have\nbecome due and payable, and (b) to the extent permitted by law, at a rate per annum from time to\ntime equal to the applicable Default Rate (as defined in the Note Purchase Agreement referred to\nbelow), on any overdue payment of interest and, during the continuance of an Event of Default, on\nthe unpaid balance hereof and on any overdue payment of any Make-Whole Amount and (without\nduplication) any Swap Indemnification Amount, payable semiannually as aforesaid (or, at the option\nof the registered holder hereof, on demand).\n
\n\n
Payments of principal of, interest on and any Make-Whole Amount (other than any Make-Whole\nAmount or Swap Indemnification Amount with respect to a Swapped Note payable pursuant to the terms\nof the Note Purchase Agreement referred to below, which shall be paid in Dollars or otherwise\nspecified therein) with respect to this Note are to be made in Euros, the single currency of Euro\nMembers of the European Union, at the location specified pursuant to Section 14 of the Note\nPurchase Agreement referred to below.\n
\n\n
This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to\nthe Note Purchase Agreement, dated as of May 13, 2010 (as from time to time amended, supplemented\nor modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers\nnamed therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by\nits acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20\nof the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the\nNote Purchase Agreement, provided, that in lieu thereof such holder may (in reliance upon\ninformation provided by the Company, which shall not be unreasonably withheld) make a\nrepresentation to the effect that the purchase by any holder of any Note will not constitute a\nnon-exempt prohibited transaction under section 406(a) of ERISA.\nUnless otherwise indicated, capitalized terms used in this Note shall have the respective\nmeanings ascribed to such terms in the Note Purchase Agreement.\n
\n\n
Exhibit 1(b)
\n(to Note Purchase Agreement)\n
\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n\n\n\n
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender\nof this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of\ntransfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized\nin writing, a new Note for a like principal amount will be issued to, and registered in the name\nof, the transferee. Prior to due presentment for registration of transfer, the Company may treat\nthe person in whose name this Note is registered as the owner hereof for the purpose of receiving\npayment and for all other purposes, and the Company will not be affected by any notice to the\ncontrary.\n
\n\n
The Company will make required prepayments of principal on the date and in the amounts\nspecified in the Note Purchase Agreement. This Note is subject to optional prepayment, in whole or\nfrom time to time in part, at the times and on the terms specified in the Note Purchase Agreement,\nbut not otherwise.\n
\n\n
Pursuant to the Subsidiary Guaranty Agreement dated as of May 13, 2010 (as amended, restated\nor otherwise modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the\nCompany have absolutely and unconditionally guaranteed payment in full of the principal of,\nMake-Whole Amount, if any, and interest on this Note and the performance by the Company of its\nobligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary\nGuaranty.\n
\n\n
If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,\nthe principal of this Note may be declared or otherwise become due and payable in the manner, at\nthe price (including any applicable Make-Whole Amount) and with the effect provided in the Note\nPurchase Agreement.\n
\n\n
This Note shall be construed and enforced in accordance with, and the rights of the Company\nand holder hereof shall be governed by, the law of the State of New York excluding choice-of-law\nprinciples of the law of such State that would require the application of the laws of a\njurisdiction other than such State.\n
\n\n
E-1(b)-2\n
\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n\n
     
 Brady Corporation
\n 		 
 By    
  Name:    
  Title:    
 
 Brady Worldwide, Inc.
\n 		 
 By    
  Name:    
  Title:    
 
 Tricor Direct, Inc.
\n 		 
 By    
  Name:    
  Title:    
 
\n\n
E-1(b)-3\n
\n\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n\n\n
Brady Corporation\n
\n\n\n
[Number] Supplement to Note Purchase Agreement\n\n
\n\n
Dated as of      \n                 \n                  \n
\n\n\n
Re:\n[$][€]                               \n\n         \n% Series              \n        Senior Notes
\nDue       \n                 \n                 \n
\n\n\n
Exhibit S
\n(to Note Purchase Agreement)\n
\n\n\n\n

 \n\n

 \n

\n\n\n\n\n

\n

 

\n

\n\n
Brady Corporation
\nBrady Worldwide, Inc.
\nTricor Direct, Inc.
\n
 

\n
 
\n
\n\n\n
Dated as of
\n__________________, 20__\n
\n\n\n
To the Purchaser(s) named in
\nSchedule A hereto\n
\n\n\n
Ladies and Gentlemen:\n
\n\n
This [Number] Supplement to Note Purchase Agreement (the “Supplement”) is among each of\nBrady Corporation, a Wisconsin corporation (the “Company”), Brady Worldwide, Inc., a Wisconsin\ncorporation (“Brady Worldwide”), and Tricor Direct, Inc., a Delaware corporation (“Tricor Direct”\nand, together with the Company and Brady Worldwide, the “Obligors”), and the institutional\ninvestors named on Schedule A attached hereto (the “Purchasers”).\n
\n\n
Reference is hereby made to that certain Note Purchase Agreement dated as of May 13, 2010 (the\n“Note Purchase Agreement”) among the Obligors and the purchasers listed on Schedule A thereto. All\ncapitalized terms not otherwise defined herein shall have the same meaning as specified in the Note\nPurchase Agreement. Reference is further made to Section 4.12 of the Note Purchase Agreement which\nrequires that, prior to the delivery of any Additional Notes, the Obligors and each Additional\nPurchaser shall execute and deliver a Supplement.\n
\n\n
The Company hereby agrees with the Purchaser(s) as follows:\n
\n\n
\n1. The Obligors have authorized the issue and sale of [$][€]\n_________\naggregate principal amount of its _____ % Series _____ Senior Notes due\n_______, _____ (the “Series \n_____ Notes”). The Series _____ Notes, together with the Series 2010-A Notes [and the Series\n_____ Notes] initially issued pursuant to the Note Purchase Agreement [and the\n_______ Supplement] and each series of\nAdditional Notes which may from time to time hereafter be issued pursuant to the provisions of\nSection 2.2 of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term\nshall also include any such notes issued in substitution therefor pursuant to Section 13 of the\nNote Purchase Agreement). The Series\n _____ \nNotes shall be substantially in the form set out in\nExhibit 1 hereto with such changes therefrom, if any, as may be approved by the Purchaser(s) and\nthe Obligors.\n
\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n
2. Subject to the terms and conditions hereof and as set forth in the Note Purchase Agreement\nand on the basis of the representations and warranties hereinafter set forth, the Obligors agree to\nissue and sell to each Purchaser, and each Purchaser agrees to purchase from the Obligors, Series\n_____ Notes in the principal amount set forth opposite such Purchaser’s name on Schedule A hereto\nat a price of 100% of the principal amount thereof on the closing date hereinafter mentioned.\n
\n\n
3. The sale and purchase of the Series\n_____ Notes to be purchased by each Purchaser shall\noccur at the offices of [Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603,]\nat 10:00 a.m. Chicago time, at a closing (the “Closing”) on            ,         or on such other\nBusiness Day thereafter on or prior to _____,\n_____\nas may be agreed upon by the Obligors and the\nPurchasers. At the Closing, the Obligors will deliver to each Purchaser the Series _____ Notes to\nbe purchased by such Purchaser in the form of a single Series _____ Note (or such greater number\nof Series _____ Notes in denominations of at least [$500,000][Euro equivalent amount] as such\nPurchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in\nthe name of such Purchaser’s nominee), against delivery by such Purchaser to the Obligors or its\norder of immediately available funds in the amount of the purchase price therefor by wire transfer\nof immediately available funds for the account of the Company to account number\n[_______________]\nat ________ Bank, [Insert Bank address, ABA number for wire\ntransfers, and any other relevant wire transfer information]. If, at the Closing, the Obligors\nshall fail to tender such Series ________ Notes to any Purchaser as provided above in this Section 3,\nor any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s\nsatisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further\nobligations under this Agreement, without thereby waiving any rights such Purchaser may have by\nreason of such failure or such nonfulfillment.\n
\n\n
4. The obligation of each Purchaser to purchase and pay for the Series       Notes to be sold\nto such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction,\nprior to the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement with\nrespect to the Series _______ Notes to be purchased at the Closing, and to the following additional\nconditions:\n
\n\n\n
(a) Except as supplemented, amended or superceded by the representations and warranties\nset forth in Exhibit A hereto, each of the representations and warranties of the Obligors\nset forth in Section 5 of the Note Purchase Agreement shall be correct as of the date of\nClosing and the Obligors shall have delivered to each Purchaser an Officer’s Certificate,\ndated the date of the Closing certifying that such condition has been fulfilled.\n
\n\n\n
(b) Contemporaneously with the Closing, the Obligors shall sell to each Purchaser, and\neach Purchaser shall purchase, the Series\n_____\nNotes to be purchased by such Purchaser at\nthe Closing as specified in Schedule A.\n
\n\n
5. [Here insert special provisions for Series\n______\nNotes including prepayment provisions\napplicable to Series\n_____\nNotes (including Make-Whole Amount) and closing conditions applicable\nto Series\n_____\nNotes].\n
\n

 \n\n

-2-\n

\n\n\n

\n

 

\n\n

\n\n
6. Each Purchaser represents and warrants that the representations and warranties set forth in\nSection 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to\nthe purchase of the Series\n_____\nNotes by such Purchaser.\n
\n\n
7. The Obligors and each Purchaser agree to be bound by and comply with the terms and\nprovisions of the Note Purchase Agreement as fully and completely as if such Purchaser were an\noriginal signatory to the Note Purchase Agreement.\n
\n\n
The execution hereof shall constitute a contract between the Obligors and the Purchaser(s) for\nthe uses and purposes hereinabove set forth, and this agreement may be executed in any number of\ncounterparts, each executed counterpart constituting an original but all together only one\nagreement.\n
\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n\n\n \n \n \n\n\n \n\n\n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n\n\n \n \n \n\n\n \n\n\n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n
     
 Brady Corporation
\n 		 
 By    
  Name:    
  Title:    
 
 Brady Worldwide, Inc.\n  
 
 By    
  Name:    
  Title:    
 
 Tricor Direct, Inc.\n  
 
 By    
  Name:    
  Title:    
\n\n
Accepted as of _______________,\n_____\n
\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n \n \n \n\n \n \n \n\n\n
     
 [Variation]

 
 By  
  Name:   
  Title:  
   
   
\n\n

 \n\n

-3-\n

\n\n\n

\n

 

\n\n

\n\n\n\n \n \n \n \n \n\n\n
     
\n\n
Supplemental Representations\n
\n\n\n\n
Each Obligor represents and warrants to each Purchaser that except as hereinafter set forth in\nthis Exhibit A, each of the representations and warranties set forth in Section 5 of the Note\nPurchase Agreement is true and correct in all material respects as of the date hereof with respect\nto the Series _____ Notes with the same force and effect as if each reference to “Series 2010-A\nNotes” set forth therein was modified to refer the “Series _____ Notes” and each reference to\n“this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by\nthe _____ Supplement. The Section references hereinafter set forth correspond to the similar\nsections of the Note Purchase Agreement which are supplemented hereby:\n
\n\n
Section 5.3. Disclosure. The Obligors, through their agent, Banc of America Securities LLC,\nhave delivered to each Purchaser a copy of a Private Placement Memorandum, dated\n__________ (the\n“Memorandum”), relating to the transactions contemplated by the _____ Supplement. The Memorandum\nfairly describes, in all material respects, the general nature of the business and principal\nproperties of the Obligors and their Subsidiaries. The Note Purchase Agreement, the Memorandum,\nthe documents, certificates or other writings delivered to each Purchaser by or on behalf of the\nObligors in connection with the transactions contemplated by the Note Purchase Agreement and the\n_____ Supplement and the financial statements listed in Schedule 5.5 to the _____ Supplement,\ntaken as a whole, do not contain any untrue statement of a material fact or omit to state any\nmaterial fact necessary to make the statements therein not misleading in light of the circumstances\nunder which they were made. Except as described in the Memorandum or in one of the documents,\ncertificates, or other writings identified therein or herein, since _______________, there has been no\nchange in the financial condition, operations, business or properties of the Obligors or any\nSubsidiary except changes that individually or in the aggregate could not reasonably be expected to\nhave a Material Adverse Effect. There is no fact known to the Obligors that could reasonably be\nexpected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum\nor in the other documents, certificates and other writings delivered to each Purchaser by or on\nbehalf of the Obligors specifically for use in connection with the transactions contemplated\nhereby.\n
\n\n
Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the\n_____ Supplement contains (except as noted therein) complete and correct lists of (i) the\nObligors’ Domestic Subsidiaries, and showing, as to each Domestic Subsidiary, the correct name\nthereof, the jurisdiction of its organization, and the percentage of shares of each class of its\ncapital stock or similar equity interests outstanding owned by the Obligors and each other Domestic\nSubsidiary, (ii) the Obligors’ Affiliates, other than Domestic Subsidiaries, and (iii) the\nObligors’ directors and senior officers.\n
\n\n
Section 5.13. Private Offering by the Obligors. None of the Obligors nor anyone acting on\ntheir behalf has offered the Series\n_____\nNotes or any similar securities for sale to, or solicited\nany offer to buy any of the same from, or otherwise approached or negotiated in respect thereof\nwith, any Person other than the Purchasers and not more than [_____] other Institutional\nInvestors, each of which has been offered the Series _____ Notes at a private sale for investment.\nNone of the Obligors nor anyone acting on any Obligor’s behalf has taken, or will take, any action\nthat would subject the issuance or sale of the Notes to the registration requirements of Section 5\nof the Securities Act.\n
\n\n
Exhibit A
\n(to Supplement)\n
\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n\n\n
Section 5.14. Use of Proceeds; Margin Regulations. The Obligors will apply the proceeds of\nthe sale of the Series\n_____\nNotes to\n_____\nand for general corporate purposes. No\npart of the proceeds from the sale of the Series\n_____\nNotes pursuant to the\n_____\nSupplement will\nbe used, directly or indirectly, for the purpose of buying or carrying any margin stock within the\nmeaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or\nfor the purpose of buying or carrying or trading in any securities under such circumstances as to\ninvolve the Obligors in a violation of Regulation X of said Board (12 CFR 224) or to involve any\nbroker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not\nconstitute more than [5]% of the value of the consolidated assets of the Obligors and their\nSubsidiaries and the Obligors does not have any present intention that margin stock will constitute\nmore than [5]% of the value of such assets. As used in this Section, the terms “margin stock” and\n“purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.\n
\n\n
Section 5.15. Existing Debt; Future Liens. (a) Schedule 5.15 to the       Supplement sets\nforth a complete and correct list of all outstanding Debt of the Obligors and their Subsidiaries as\nof\n _____, since which date there has been no Material change in the amounts, interest\nrates, sinking funds, installment payments or maturities of the Debt of the Obligors or their\nSubsidiaries. None of the Obligors nor any Subsidiary is in default and no waiver of default is\ncurrently in effect, in the payment of any principal or interest on any Debt of any Obligor or such\nSubsidiary and no event or condition exists with respect to any Debt of any Obligor or any\nSubsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one\nor more Persons to cause such Debt to become due and payable before its stated maturity or before\nits regularly scheduled dates of payment.\n
\n\n
[Add any additional Sections as appropriate at the time the Series\n_____ Notes are issued]\n
\n

 \n\n

-2-\n

\n\n\n

\n

 

\n\n

\n\n
[Form of Series ______ Note]\n
\n\n\n
Brady Corporation
\nBrady Worldwide, Inc.
\nTricor Direct, Inc. \n\n
\n\n
\n___\n% Series \n_____\nSenior Note due\n_______________\n\n\n
\n
\n\n\n \n \n \n\n\n\n\n\n \n \n \n\n
No. [\n_____\n]
\n[$][€][\n________\n]\n		 [Date]
\nPPN [\n__________\n]
\n
\n\n\n
For Value Received, each of the undersigned, Brady Corporation (herein\ncalled the “Company”), a corporation organized and existing under the laws of the State of\nWisconsin, Brady Worldwide, Inc., a corporation organized and existing under the laws of\nthe State of Wisconsin (“Brady Worldwide”), and Tricor Direct, Inc., a corporation\norganized and existing under the laws of the State of Delaware (“Tricor Direct” and, together with\nthe Company and Brady Worldwide, the “Obligors”), jointly and severally hereby promise to pay to\n[\n__________\n], or registered assigns, the principal sum of [\n__________\n]\n[Dollars][Euros] on\n__________\n, with interest (computed on the basis of a 360-day\nyear of twelve 30-day months) (a) on the unpaid balance thereof at the rate of\n__________\n% per annum from\nthe date hereof, payable semiannually, on the\n__________\nday of\n_____\nand\n_____\nin each year,\ncommencing on the first of such dates after the date hereof, until the principal hereof shall have\nbecome due and payable, and (b) to the extent permitted by law on any overdue payment (including\nany overdue prepayment) of principal, any overdue payment of interest and any overdue payment of\nany Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable\nsemiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate\nper annum from time to time equal to the greater of (i) [coupon + 2%]% or (ii) 2% over the rate of\ninterest publicly announced by\n__________\nfrom time to time in\n__________\nas its\n“base” or “prime” rate.\n
\n\n
Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are\nto be made in lawful money of the United States of America at\n_______________, in\n\n_______________, or at such other place as the Company shall have designated by written\nnotice to the holder of this Note as provided in the Note Purchase Agreement referred to below.\n
\n\n
This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to\nthe Note Purchase Agreement dated as of May 13, 2010 (as from time to time amended, supplemented or\nmodified, the “Note Purchase Agreement”), between the Obligors, the Purchasers named therein and\nAdditional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note\nPurchase Agreement. This Note and the holder hereof are entitled equally and ratably with the\nholders of all other Notes of all series from time to time\n
\n\n
Exhibit 1
\n(to Supplement)\n
\n\n\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n\n\n
outstanding under the Note Purchase Agreement to all the benefits provided for thereby or\nreferred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have\nmade the representations set forth in Section 6 of the Note Purchase Agreement, provided that such\nholder may (in reliance upon information provided by the Obligors, which shall not be unreasonably\nwithheld) make a representation to the effect that the purchase by such holder of any Note will not\nconstitute a non-exempt prohibited transaction under Section 406(a) of ERISA.\n
\n\n
This Note is registered with the Obligors and, as provided in the Note Purchase Agreement,\nupon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a\nwritten instrument of transfer duly executed, by the registered holder hereof or such holder’s\nattorney duly authorized in writing, a new Note of the same series for a like principal amount will\nbe issued to, and registered in the name of, the transferee. Prior to due presentment for\nregistration of transfer, the Obligors may treat the person in whose name this Note is registered\nas the owner hereof for the purpose of receiving payment and for all other purposes, and the\nObligors will not be affected by any notice to the contrary.\n
\n\n
[The Obligors will make required prepayments of principal on the dates and in the amounts\nspecified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled\nprepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from\ntime to time in part, at the times and on the terms specified in the Note Purchase Agreement, but\nnot otherwise.\n
\n\n
Pursuant to the Subsidiary Guaranty Agreement dated as of [As of Date] (as amended or modified\nfrom time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Obligors have absolutely\nand unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and\ninterest on this Note and the performance by the Obligors of their obligations contained in the\nNote Purchase Agreement all as more fully set forth in said Subsidiary Guaranty.\n
\n\n
If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,\nthe principal of this Note may be declared or otherwise become due and payable in the manner, at\nthe price (including any applicable Make-Whole Amount) and with the effect provided in the Note\nPurchase Agreement.\n
\n\n
Notwithstanding any other provision of this Note or the Note Purchase Agreement, in no event\nshall the interest payable hereon, whether before or after maturity, exceed the maximum interest\nthat may be charged on this Note under applicable law, and this Note is expressly made subject to\nthe provisions of the Note Purchase Agreement which more fully set out the limitations on how\ninterest may be accrued, charged or paid on this Note.\n
\n\n
This Note shall be construed and enforced in accordance with, and the rights of the parties\nshall be governed by, the law of the [State of New York] excluding choice-of-law principles of the\nlaw of such State that would require the application of the laws of a jurisdiction other than such\nState.\n
\n

 \n\n

E-1-2\n

\n\n\n

\n

 

\n\n

\n\n\n\n \n \n \n \n \n\n\n\n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n\n\n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n\n\n\n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n\n
     
 Brady Corporation
\n 		 
 By    
  Name:    
  Title:    
 
 Brady Worldwide, Inc.

 
 By    
  Name:    
  Title:    
 
 Tricor Direct, Inc.

 
 By    
  Name:    
  Title:    
 
\n\n\n

 \n\n

E-1-3\n

\n\n\n\n\n\n","error":null}