Common use of NOT A NOVATION Clause in Contracts

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each expressly reserves all rights against all parties to the Credit Agreement. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, CFO & Treasurer Date Signed: 4/28/10 This agreement is dated as of April 30, 2010 (the “Agreement Date”), to be effective as of April 30, 2010 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”).

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Flexsteel Industries, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇ ▇▇▇▇▇▇▇ & Ilsley Trust Company N.A.▇. ▇▇▇▇, Trustee Chief Financial Officer Printed Name Title Date Signed: 4/28/10 August 23, 2005 JPMorgan Chase Bank, N.A. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. First Vice President — Finance, CFO & Treasurer Printed Name Title Date Signed: 4/28/10 This agreement is dated as of April 30August 25, 2010 (the “Agreement Date”)2005 Promise to Pay. On or before June 29, to be effective as of April 302006, 2010 (the “Effective Date”)for value received, by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust Flexsteel Industries, Inc. (the “Borrower”) and ▇promises to pay to JPMorgan Chase Bank, N.A. as successor by merger to Bank One, NA whose address is ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL ▇▇▇▇▇ (the “Bank”)) or order, in lawful money of the United States of America, the sum of Twenty Million and 00/100 Dollars ($20,000,000.00) or such lesser sum as is indicated on Bank records, plus interest as provided below.

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each expressly reserves all rights against all parties to the Credit Agreement. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/08 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 4/28/08 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 4/28/08 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, CFO & Treasurer Administration Date Signed: 4/28/10 4/28/08 This agreement is dated as of April 3028, 2010 2008 (the “Agreement Date”), to be effective as of April 3028, 2010 2008 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”).

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each expressly reserves all rights against all parties to the Credit Agreement. BANK: JPMORGAN CHASE BANK, N.A. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President ------------------------------------------- Date Signed: 5/16/05 BORROWER: BADGER METER EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN AND TRUST By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ------------------------------------ Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 5/12/05 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ------------------------------------ Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 5/12/05 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. ByBADGER METER, INC. BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, CFO & Treasurer ----------------------------------------- Date Signed: 4/28/10 4/18/05 NOTE MODIFICATION AGREEMENT This agreement is dated as of April 3019, 2010 2005 (the “"Agreement Date”"), to be effective as of April 3019, 2010 2005 (the “"Effective Date”"), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “"Borrower”") and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “"Bank”").

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Borrower: Park National Corporation By: /s/ ▇▇▇▇J▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇J▇▇▇ ▇. ▇▇▇▇▇ Senior VP and CFO Printed Name Title Date Signed: January 10, 2008 Bank: JPMorgan Chase Bank, N.A. By: /s/ C▇▇, Vice President, ▇▇ ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, CFO & Treasurer Date Signed: 4/28/10 This agreement is dated as of April 30, 2010 (the “Agreement Date”), to be effective as of April 30, 2010 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and ▇▇ ▇▇C▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Printed Name Title Date Signed: January 10, 2008 EXHIBIT A to Credit Agreement between Park National Corporation (the “Borrower”) and JPMorgan Chase Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL N.A. (the “Bank”) dated as of March 12, 2007, as same may be amended, restated and supplemented in writing. REPORTING REQUIREMENTS, FINANCIAL COVENANTS AND COMPLIANCE CERTIFICATE FOR CURRENT REPORTING PERIOD ENDING , 200__ (“END DATE”).

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Borrower: Heeling Sports Limited By: Heeling Management Corp. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, ▇ Printed Name CFO & Treasurer Title Date Signed: 4/28/10 This agreement is dated as of April 308/28/06 Bank: JPMorgan Chase Bank, 2010 (the “Agreement Date”), to be effective as of April 30, 2010 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and N.A. By: /s/ J. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Printed Name SVP Title Date Signed: 8/28/06 [CHASE LOGO] Note Modification Agreement This agreement is dated as of August 28, 2006 (the "Agreement Date"), by and between Heeling Sports Limited (the "Borrower") and JPMorgan Chase Bank, NA, N.A. as successor by merger to Bank One, NA NA, with its main office in Chicago, IL (the “"Bank”"). The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the "Effective Date").

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Flexsteel Industries, Inc. By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Exec. V.P., C.F.O., Secretary Printed Name Title Date Signed: 4/28/10 June 15, 2005 JPMorgan Chase Bank, N.A. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. First Vice President — Finance, CFO & Treasurer Printed Name Title Date Signed: 4/28/10 This agreement is dated as of April June 20, 2005 Promise to Pay. On or before September 30, 2010 (the “Agreement Date”)2007, to be effective as of April 30for value received, 2010 (the “Effective Date”)Flexsteel Industries, by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust Inc. (the “Borrower”) and promises to pay to Bank One, NA, with its main office in Chicago, IL, whose address is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL ▇▇▇▇▇ (the “Bank”)) or order, in lawful money of the United States of America, the sum of Twenty Million and 00/100 Dollars ($20,000,000.00) or such lesser sum as is indicated on Bank records, plus interest as provided below.

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Borrower: SHARPS COMPLIANCE CORP. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ---------------------------------------------------- David P. Tusa Executive Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee President and CFO ---------------------------------------------------- Printed Name Title Date Signed: 4/28/10 -------------------------------------------- Bank: A. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, CFO & Treasurer Date Signed: 4/28/10 This agreement is dated as of April 30, 2010 (the “Agreement Date”), to be effective as of April 30, 2010 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”).----------------------------------------------------

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Flexsteel Industries, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇ ▇▇▇▇▇▇▇ & Ilsley Trust Company N.A.▇. ▇▇▇▇, Trustee CFO Printed Name Title Date Signed: 4/28/10 December 29, 2005 JPMorgan Chase Bank, N.A. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇ ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President SVP Printed Name Title Date Signed: 4/30/10 The undersignedDecember 30, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, CFO & Treasurer Date Signed: 4/28/10 2005 This agreement is dated as of April 30August 19, 2010 2005, by and between Flexsteel Industries, Inc. (the “Agreement DateBorrower”) and JPMorgan Chase Bank, N.A., as successor by merger to Bank One, NA, (the “Bank”), and its successors and assigns. The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to be effective as of April 30, 2010 the Bank (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”).

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Borrower: Heeling Sports Limited By: Heeling Management Corp., General Partner /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, ▇ CFO & Treasurer Printed Name Title Date Signed: 4/28/10 This agreement is dated as of April 306/22/06 JPMorgan Chase Bank, 2010 (the “Agreement Date”), to be effective as of April 30, 2010 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and N.A. By: /s/ J. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SVP Printed Name Title Date Signed: 6/22/06 [CHASE LOGO] Amendment to Credit Agreement This agreement is dated as of August 25, 2006, by and between Heeling Sports Limited (the "Borrower") and JPMorgan Chase Bank, NA, N.A. as successor by merger to Bank One, NA with its main office in Chicago, IL (the “"Bank”"), and its successors and assigns. The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the "Effective Date").

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Flexsteel Industries, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, VP & Ilsley Trust Company N.A., Trustee CFO Printed Name Title Date Signed: 4/28/10 May 26, 2006 JPMorgan Chase Bank, N.A. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, CFO & Treasurer VP Printed Name Title Date Signed: 4/28/10 May 30, 2006 This agreement is dated as of April 30January 3, 2010 2006 (the “Agreement Date”), to be effective as of April 30, 2010 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust Flexsteel Industries, Inc. (the “Borrower”) and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ JPMorgan Chase Bank, NA, N.A. as successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”). The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the “Effective Date”).

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Flexsteel Industries, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, VP & Ilsley Trust Company N.A., Trustee CFO Printed Name Title Date Signed: 4/28/10 January 4, 2006 JPMorgan Chase Bank, N.A. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, ▇▇▇▇▇▇▇▇ & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/10 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President — Finance, CFO & Treasurer VP Printed Name Title Date Signed: 4/28/10 January 5, 2006 This agreement is dated as of April 30December 23, 2010 2005 (the “Agreement Date”), by and between Flexsteel Industries, Inc. (the “Borrower”) and JPMorgan Chase Bank, N.A., as successor by merger to be Bank One, NA, (the “Bank”). The provisions of this agreement are effective as of April 30on December 9, 2010 2005 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”).