WHEREAS, pursuant to the Credit Agreement, the Lenders and the Issuing Bank have agreed to extend credit to the
Borrowers on the terms and subject to the conditions set forth therein.
WHEREAS, the Company has informed the Administrative Agent that it intends to enter into or cause Subsidiaries to enter
into one or more sale and lease-back transactions with respect to machinery and equipment and real property owned by the
Company or such Subsidiaries on the date hereof (the “ Proposed Transactions ”) and to apply the Net Proceeds from the
Proposed Transactions to prepay Term Borrowings in accordance with Section 2.11(c) of the Credit Agreement.
WHEREAS, the Company has requested that the Required Lenders amend certain provisions of the Credit Agreement to
permit the Proposed Transactions and authorize and direct the Collateral Agent to (i) release from the lien of the Security
Documents the assets proposed to be transferred in connection with the Proposed Transactions and (ii) subordinate the lien of
the Security Documents in relation to any lien granted on cash or cash equivalents or on machinery and equipment (or a
combination thereof) as credit support in connection with the Proposed Transactions, all as set forth in this Amendment, and
the Lenders whose signatures appear below, constituting the Required Lenders, are willing to amend the Credit Agreement on
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement. The following new defined terms are added to Section 1.01 of the Credit Agreement in its proper
SECTION 2. Amendment of Section 1.01