Oil-Dri BMO

This Consent to Credit Agreement (this “Consent”) dated as of June 6, 2022, is between Oil-Dri Corporation of America (the “Company”) and BMO Harris Bank N.A. (the “Bank”).

    A.    The Company, the Domestic Subsidiaries of the Company, and the Bank are parties to a Credit Agreement dated as of January 27, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as in the Credit Agreement.

    B.    The Company has requested and, subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Bank has consented to, a one-time modification to the Credit Agreement.

Upon satisfaction of the conditions precedent contained in Section 3 below, the following definitions shall be modified as follows, effective for the fiscal quarter ending April 30, 2022 and thereafter:

1.1 The definition of Consolidated EBITDA shall be modified by replacing the period at the end of such definition with:

“, plus (iv) a one-time non-cash goodwill impairment charge relating to the Retail and Wholesale Reporting Segment in an amount equal to $5,644,000, taken during the fiscal quarter ending April 30, 2022, and any subsequent period that includes such fiscal quarter.”

1.2 The definition of Consolidated EBITR shall be modified by including the following additional sub-clause (iv) at the end of clause (A)(iii) of such definition:

“, plus (iv) a one-time non-cash goodwill impairment charge relating to the Retail and Wholesale Reporting Segment in an amount equal to $5,644,000, taken during the fiscal quarter ending April 30, 2022, and any subsequent period that includes such fiscal quarter,”

1.3 The attachment to Exhibit B to the Credit Agreement is amended and restated in its entirety as set forth on Exhibit A attached hereto.

In order to induce the Bank to execute and deliver this Consent, the Company hereby represents and warrants to the Bank that after giving effect to this Consent, (a)  each of the representations and warranties set forth in Section 5 of the Credit Agreement is true and correct

in all material respects (or in all respects to the extent subject to or qualified by materiality or similar concepts) on and as of the date of this Consent as if made on and as of the date hereof and as if each reference therein to the Credit Agreement referred to the Credit Agreement as amended hereby and (b) no Default or Event of Default exists under the Credit Agreement.

This Consent shall become effective upon satisfaction of the following conditions precedent:

    3.1.    The Company and the Bank shall have executed and delivered this Consent, and each Guarantor shall have executed and delivered its consent to this Consent in the space provided for that purpose below.

    3.2.    The Bank’s special counsel, Chapman and Cutler LLP, shall have received payment of its outstanding invoice.

    4.1.    The Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Consent need not be made in the Credit Agreement, the Note, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement modified hereby.

    4.2.    The Company agrees to pay on demand all costs and expenses of or incurred by the Bank in connection with the negotiation, preparation, execution, and delivery of this Consent.

    4.3.    This Consent may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Consent by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of executed counterparts of this Consent by facsimile transmission or by e-mail transmission of a portable document format file (also known as a “PDF” file) shall be effective as an original. This Consent shall be governed by, and construed in accordance with, the internal laws of the State of Illinois.

This Consent to Credit Agreement is dated as of the date first above written.

Each of the undersigned has heretofore guaranteed the due and punctual payment of all present and future Obligations pursuant to Section 9 of the Credit Agreement and hereby consents to the Consent to the Credit Agreement as set forth above and confirms that all of the obligations of the undersigned thereunder remain in full force and effect. Each of the undersigned further agrees that the consent of the undersigned to any further modification to the Credit Agreement shall not be required as a result of this consent having been obtained. Each of the undersigned acknowledges that the Bank is relying on the assurances provided for herein in entering into this Consent and maintaining credit outstanding to the Company under the Credit Agreement as so modified.

1. Consolidated Debt as defined                  _____________

4. As listed in Section 7.17(b), for the date of

this Certificate, the Consolidated Debt Ratio

shall be less than                      0.55 to 1.0

5. Company is in compliance?

(Circle yes or no)                              Yes/No

(d) One time non cash goodwill

impairment charge relating

to the Retail and Wholesale

Reporting Segment in an

amount equal to $5,644,000,

taken during the fiscal quarter

ending April 30, 2022, and

any subsequent period that

includes such fiscal quarter             __________________

3. Sum of Lines 1, 2(a), (b), (c) and (d)          __________________

4. Interest Income                      __________________

5. Gains on sales of fixed assets              __________________

6. Sum of Lines 4 and 5                  __________________

8. Sum of Line 2(a) and 2(c)                  __________________

9. Line 8 minus line 4

10. Ratio of Line 7 to Line 9                  __________________

11. As listed in Section 7.17(c), for the date of

this Certificate, the Line 10 ratio shall not be

greater than                      1.50:1

12. Company is in compliance?

(Circle Yes or No)          Yes/No