This agreement dated as of May 20, 2010 is between JPMORGAN CHASE BANK, N.A. (together with its successors and
assigns, the “Bank”), acting through its Lansing Business Banking LPO, whose address is 620 S. Capitol Ave., Flr. 3, Lansing,
Michigan 48933, and NEOGEN CORPORATION , a Michigan corporation (the “Borrower”), whose address is 620 Lesher Place,
Lansing, Michigan 48912.
1. Credit Facilities.
1.1. Scope . This agreement governs Facility A, and, unless otherwise agreed to in writing by the Bank and the Borrower
or prohibited by any Legal Requirement (as hereafter defined), governs the Credit Facilities as defined below.
Advances under any Credit Facilities shall be subject to the administrative procedures customarily established from
time to time by the Bank. Any procedures agreed to by the Bank with respect to obtaining advances, including
automatic loan sweeps, shall not vary the terms or conditions of this agreement or the other Related Documents
regarding the Credit Facilities. Notwithstanding the foregoing, the Bank and the Borrower agree that any construction
loan governed by a construction loan agreement, whether now existing or hereafter arising, is excluded from this
1.2. Facility A (Line of Credit). The Bank has approved a credit facility to the Borrower in the principal sum not to exceed,
in the aggregate at any one time outstanding, the remainder of (a) $10,000,000.00 minus (b) the Rate Management
Transaction Obligations Amount at such time (such credit facility herein referred to as “Facility A”). Credit under
Facility A shall be repayable as set forth in a Line of Credit Note dated the date hereof, and any renewals,
modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor.
2. Definitions and Interpretations.
2.1. Definitions . As used in this agreement, the following terms have the following respective meanings: