“Guaranty” shall mean any guaranty of the obligations of Borrowers executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent and such Guarantor.

In the event Agent shall elect to have the terms of this [Section 2.2(h)] apply to a requested Borrowing as described in [Section 2.2(f)], Wells Fargo as Lender shall make a Revolving Loan in the amount of such Borrowing (any such Revolving Loan made solely by Wells Fargo pursuant to this [Section 2.2(h)] being referred to as a “Non-Ratable Loan” and such Revolving Loans being referred to collectively as “Non-Ratable Loans”) available to Borrowers on the Funding Date applicable thereto by transferring same day funds to an account of Borrowers, designated in writing by Borrowers and acceptable to Agent. Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other Revolving Loans except that all payments thereon shall be payable to Wells Fargo solely for its own account (and for the account of the holder of any participation interest with respect to such Revolving Loan). Agent shall not request Wells Fargo to make any Non-Ratable Loan if # Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section Six will not be satisfied on the requested Funding Date for the applicable Borrowing, or # the requested Borrowing would exceed the Excess Availability on such Funding Date. Agent shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section Six have been satisfied or the requested Borrowing would exceed the Excess Availability on the Funding Date applicable thereto prior to making, in its discretion, a request that Wells Fargo fund any Non-Ratable Loan.

Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee (the “Letter of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in [Section 2.11(k)]) that shall accrue at a per annum rate equal to the SOFR Margin times the average amount of the Letter of Credit Usage during the immediately preceding month.

The Borrower shall have paid to the Administrative Agent # for the ratable benefit of the Lenders, an amendment fee equal to the product of 0.10% times $6,000,000 (which fee, once paid on the date hereof, shall be fully earned and non-refundable) and # all other costs, fees and expenses (including, without limitation, legal fees and expenses of attorneys, consultants and other advisors) due and payable pursuant to or in connection with the Existing Credit Agreement or this Amendment.

“Ratable Portion” means, with respect to any Note, an amount equal to the product of # the amount equal to the net proceeds being so applied to the prepayment of Senior Indebtedness in accordance with [Section 10.3(2)], multiplied by # a fraction the numerator of which is the

Accounts # that are not subject to a perfected first-priority security interest in favor of the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, or # with respect to which the ​ or a Subsidiary Guarantor does not have good and valid title thereto, free and clear of any Lien (other than # Liens granted to the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, pursuant to the Collateral Documents and (ii) (A) Liens permitted under Section 9.1 having priority by operation of applicable Laws over the Liens of the Collateral Agent, and # Liens under [Section 9.1(w)] securing obligations under the Term Facilities and any Permitted Refinancings thereof);

the Administrative Agent shall have received for the ratable account of the Banks a fee equal to 0.75% of the aggregate principal amount of the Loans outstanding on the Term Loan Conversion Date.

to payment of all other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Agent and/or the Lenders until paid in full; and

#[[Organization A:Organization]] shall pay # to [[Organization B:Organization]], for the ratable benefit of Lenders, fees for each Letter of Credit and each Acceptance for the period from and excluding the date of issuance

Other Benefit Programs. Executive shall also be entitled to: # benefits under Kimball’s generally applicable welfare and retirement plans, in accordance with the respective terms of such plans; and # Executive’s rights under the 2016 Annual Cash Incentive Plan, as amended, or any subsequent replacement plan, the Supplemental Employee Retirement Plan, the 2017 Stock Plan and award agreements granted thereunder, and any other equity or incentive plan, in accordance with the respective terms of those plans and agreements; provided that if Executive meets performance goals as shall be mutually agreed upon by the Compensation and Governance Committee of the Board of Directors for the Fiscal Year ending June 30, 2023, then effective July 1, 2023 and subject to Executive remaining employed as CEO of Kimball through June 30, 2024, Executive shall receive payment for any performance-based Full Value Awards under the 2017 Stock Plan and any incentive payments under the 2016 Annual Cash Incentive Plan, as amended, or any subsequent replacement plan, in the same amounts and at the same time as if Executive had continued in active employment through the end of the applicable performance periods and vesting dates (based on actual Salary earned through the Termination Date with respect to any cash incentive payments). If Executive does not meet such performance goals and continue as CEO through June 30, 2024, Executive’s entitlement to payment for Awards under the 2017 Stock Plan and incentive payments under the 2016 Annual Cash Incentive Plan, as amended, or any subsequent replacement plan, shall be determined without regard to this proviso. For purposes of determining whether Executive is eligible for the classification of retirement, if applicable, under the 2016 Annual Cash Incentive Plan, as amended, or any subsequent replacement plan, the Supplemental Employee Retirement Plan, as amended, or any subsequent replacement plan, or the 2017 Stock Plan, as amended, or any subsequent replacement plan, the Rule of 65 shall be used. To the extent that the provisions of this subsection # are inconsistent with the provisions of Executive’s Award Agreements, the Executive and Kimball hereby amend those Award Agreements to include the provisions of this subsection, which supersede any inconsistent provisions of the Award Agreements.