the "Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement); and WHEREAS, the Borrower Agent, the Agent and the Lenders party hereto, constituting the Required 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. 4 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)(i) 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 (i) 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 (ii) and/or clause (iii)), (ii) 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 (iii) reserves in respect of Covid-19 subsidies administered by any Dutch Governmental Authority in an aggregate amount not to exceed $4,000,000; provided, however, that no addback that would otherwise be included in clause (ii) shall be included for determining EBITDA in connection with any calculation of the Consolidated Fixed Charge Coverage Ratio unless the Agent shall have approved in writing such addback;” (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 at any time outstanding, and any Refinancing Indebtedness in respect of such Indebtedness; 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 2
Form 10-K Page 117 Page 119