WHEREAS, the Borrower, the Agent and the Lenders party hereto, constituting all Lenders, are willing to effect such amendment on the terms and conditions contained in this Amendment. NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Amendments to the Existing Credit Agreement. Effective as of the Amendment No. 1 Effective Date, the parties hereto agree that the Existing Credit Agreement shall be amended as follows: (a) Section 1.1 of the Existing Credit Agreement is hereby amended by amending and restating clause (i)(E) of the definition of "EBITDA” in its entirety as follows: "(E) the amount of all unusual or non-recurring charges or expenses during such period (not to exceed in the aggregate with clause (i)(L)(1) below $8,000,000 for any such period), plus” (b) Section 1.1 of the Existing Credit Agreement is hereby amended by amending and restating clause (i)(L) of the definition of "EBITDA” in its entirety as follows: "(L) business optimization expenses and other restructuring charges or reserves (1) not to exceed in the aggregate with clause (i)(E) above $8,000,000 for any such period (excluding expenses, charges or reserves incurred pursuant to clause (2) and/or clause (3)), (2) for any such period ending on or prior to December 31, 2023, unlimited one-time cash expenses, charges or reserves in connection with implementation of the Approved Plan and (3) reserves in respect of Covid-19 subsidies administered by any Dutch Governmental Authority in an aggregate amount not to exceed $4,000,000;” (c) Section 8.1(c) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows: "Indebtedness (including Capitalized Lease Obligations and purchase money Indebtedness) to finance all or any part of the purchase, lease, construction, installment, repair or improvement of property, plant or equipment or other fixed or capital assets in an aggregate principal amount not to exceed $10,000,000; provided that such Indebtedness is incurred within ninety (90) days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject of such Indebtedness;” 2. Limited Waivers. (a) Mandatory Prepayment. In connection with the Sale Leaseback Transaction and pursuant to Section 2.5(b)(i) and Section 8.5(l) of the Credit Agreement, the Borrower is required to pay to the Agent, for the benefit of the Lenders, 100% of the Net Cash Proceeds of the Sale Leaseback Transaction to prepay the Obligations, in accordance with Section 2.5 (such requirement, the "Sale Leaseback Mandatory Prepayment”). The undersigned Lenders hereby waive the
Form 10-K Page 104 Page 106