Exhibit 10.1


 


EXECUTION VERSION


WAIVER AND AMENDMENT NO. 1


 


TO FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT 


 


This Waiver and Amendment
No. 1 to Fourth Amended and Restated Credit Agreement (this “Amendment”), dated as of June 26, 2020, is made
by and among STONERIDGE, INC., an Ohio corporation (the “Parent”), STONERIDGE ELECTRONICS, INC., a Texas corporation
(“Electronics”), STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation (“Controls”),
STONERIDGE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the
laws of the Netherlands, registered with the Dutch Chamber of Commerce under file number 67928471 (“Stoneridge Netherlands”,
and together with the Parent, Electronics and Controls, the “Borrowers”), STONERIDGE AFTERMARKET, INC., an Ohio
corporation (“Aftermarket”), ORLACO INC., a Delaware corporation (“Orlaco”), SRI HOLDINGS
US LLC, a Delaware limited liability company(“SRI Holdings US”) and SRI DELAWARE HOLDINGS, LLC, a Delaware limited
liability company (“SRI Holdings” and, together with Aftermarket, Orlaco and SRI Holdings US, the “Guarantors”),
the various Lenders (as hereinafter defined) which are a party to this Amendment and PNC Bank,
National Association, a national banking association, as the administrative agent (in such capacity, the “Administrative
Agent”) and the collateral agent (in such capacity, the “Collateral Agent”, and together with the
Administrative Agent, the “Agents”).


 


Recitals:


 


A.               
The Borrowers have been extended certain financial accommodations pursuant to that certain Fourth Amended and Restated Credit
Agreement, dated as of June 5, 2019 (as amended, supplemented, amended and restated or otherwise modified from time to time, including
as amended hereby, the “Credit Agreement”), among the Borrowers, the Guarantors party thereto from time to time,
the financial institutions party thereto from time to time, as lenders (the “Lenders”) and the Administrative
Agent;


 






     


     


    

 


B.                
The parties hereto desire to amend certain provisions of the Credit Agreement as more fully set forth below; and


 


C.                
The Borrowers, the Required Lenders and the Administrative Agent constitute the parties required for purposes of providing
this amendment pursuant to Section 11.1 of the Credit Agreement.


 


Agreements:


 


NOW THEREFORE,
in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, each of the parties hereto hereby agrees as follows:


 


Section 1DEFINED
TERMS.


 


Each defined term used
herein and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement, as amended by this
Amendment.


 








Section 2AMENDMENTS
TO THE CREDIT AGREEMENT.


 


Subject to the terms,
conditions and limitations of this Amendment, including, without limitation, Section 5, below, the Credit Agreement is hereby amended
as of the Amendment Effective Date (as hereinafter defined) as follows:


 


2.1       Amendment
to Section 1.1 [Certain Definitions] of the Credit Agreement. The following definitions are hereby inserted into Section 1.1
[Certain Definitions] as new defined terms therein in the appropriate alphabetical order:


 


“1Q21Testing Period”
shall mean the four fiscal quarter period consisting of the fiscal quarters ending on each of March 31, 2020, September 30, 2020,
December 31, 2020 and March 31, 2021 (and excluding, for the avoidance of doubt, the fiscal quarter ending on June 30, 2020).


 


“3Q20 Testing Period”
shall mean the four fiscal quarter period consisting of the fiscal quarters ending on each of September 30, 2019, December 31,
2019, March 31, 2020 and September 30, 2020 (and excluding, for the avoidance of doubt, the fiscal quarter ending on June 30, 2020).


 






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“4Q20 Testing Period”
shall mean the four fiscal quarter period consisting of the fiscal quarters ending on each of December 31, 2019, March 31, 2020,
September 30, 2020 and December 31, 2020 (and excluding, for the avoidance of doubt, the fiscal quarter ending on June 30, 2020).


 


“Covenant Relief Period”
shall mean any time from the First Amendment Effective Date until the Compliance Certificate for the fiscal quarter ending June
30, 2021 has been delivered to the Administrative Agent in form and substance satisfactory to the Administrative Agent.


 


“Excess Cash Amount”
shall have the meaning specified in Section 5.7.6. [Excess Cash].


 


“Excess Loan
Amount” shall have the meaning specified in Section 5.7.6. [Excess Cash].


 


“First Amendment Effective
Date” shall mean the “Amendment Effective Date” as defined in that certain Amendment No. 1 to Fourth Amended
and Restated Credit Agreement, dated as of June 26, 2020, among the Borrowers, the Guarantors, the Lenders party thereto and the
Administrative Agent.


 


“Liquidity Amount”
shall mean, at any time, (a) the aggregate amount of unrestricted (other than Liens in favor of the Collateral Agent) cash and
Cash Equivalents on hand of the Parent and its Subsidiaries that is held at financial institutions plus (b) an amount equal to
(i) the aggregate Revolving Credit Commitments at such time, minus (ii) the aggregate Revolving Facility Usage at such time.


 


“Specified
Hedge Loans” shall mean Revolving Credit Loans in an amount not to exceed $50,000,000 which (i) bear interest at the
LIBOR Rate Option and (ii) are subject to a Lender Provided Interest Rate Hedge.


 


2.2       Amendment
to Section 1.1 [Certain Definitions] of the Credit Agreement. The definition of “Daily LIBOR Rate” is hereby amended
by deleting the last sentence thereto and inserting the following sentence in lieu thereof:


 


“Notwithstanding the foregoing,
if the Daily LIBOR Rate as determined above would be less than one-half percent (0.50%), such rate shall be deemed to be one-half
percent (0.50%) for purposes of this Agreement.”


 






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2.3       Amendment
to Section 1.1 [Certain Definitions] of the Credit Agreement. The definition of “LIBOR Rate” is hereby amended
by deleting the last sentence thereto and inserting the following sentence in lieu thereof:


 


“Notwithstanding
anything contained herein to the contrary, if at any time the LIBOR Rate as calculated in accordance with this definition shall
be less than one-half percent (0.50%), the LIBOR Rate shall be deemed to be one-half percent (0.50%) for all purposes under this
Agreement (other than for the purpose of determining the LIBOR Rate for any Specified Hedge Loan); provided that, for the purpose
of determining the LIBOR Rate for any Specified Hedge Loans, if at any time the LIBOR Rate as calculated in accordance with this
definition shall be less than zero percent (0.00%), the LIBOR Rate shall be deemed to be zero percent (0.00%) for such purpose
under this Agreement.”


 


2.4       Amendment
to Section 1.1 [Certain Definitions] of the Credit Agreement. The definition of “Permitted Acquisition” is hereby
amended by inserting the following proviso after clause (i) thereof:


 


“;
provided that in no event shall any Permitted Acquisition be consummated during the Covenant Relief Period unless otherwise
approved in writing by the Required Lenders.”


  


2.5        Amendment
to Section 2.12 [Incremental Commitments, Increasing Lenders and New Lenders] of the Credit Agreement. Section 2.12 of the
Credit Agreement is hereby amended by the addition of new Section 2.12.1.11 to read as follows:


 


“2.12.1.11.
Covenant Relief Period. No Incremental Effective Date shall occur during the Covenant Relief Period, except as otherwise
approved in writing by the Required Lenders.”


 


2.6Amendment
to Section 5.7 [Mandatory Prepayments] of the Credit Agreement.Section 5.7 of the Credit Agreement is hereby amended by
the addition of new Section 5.7.6 to read as follows:


 


“5.7.6.
Excess Cash. During the Covenant Relief Period, in the event that both (a) the aggregate amount of cash and Cash Equivalents
on hand of the Parent and its Subsidiaries at any time shall exceed $130,000,000 (excluding restricted cash and Cash Equivalents
in an amount not to exceed $5,000,000) (any cash in excess of such amount, the “Excess Cash Amount”) and (b)
the Borrowers shall have Revolving Credit Loans outstanding in excess of $161,000,000 (any Revolving Credit Loans in excess of
such amount, the “Excess Loan Amount”), the Borrowers shall, within five (5) Business Days of such event, make
a mandatory prepayment of Revolving Credit Loans (without a permanent reduction in the Revolving Credit Commitments) in an amount
equal to the lesser of (x) the Excess Cash Amount on such date of prepayment and (y) the Excess Loan Amount on such date of prepayment.”


 






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2.7Amendment
to Section 6.1.6(ii) [Accuracy of Financial Statements] of the Credit Agreement.The last sentence in clause (ii) of Section
6.1.6 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“Since
December 31, 2018, no Material Adverse Change has occurred; provided that the impacts of COVID-19 on the financial condition,
results of operations or business of the Loan Parties and their respective Subsidiaries that (a) have been disclosed in writing
to the Administrative Agent prior to the First Amendment Effective Date or during the Covenant Relief Period or (b) have been otherwise
publicly disclosed in filings with the SEC prior to the First Amendment Effective Date or during the Covenant Relief Period, will
be disregarded for purposes of determining whether a Material Adverse Change has occurred, in each case to the extent so disclosed.”


 


2.8Amendment
to Section 8.2.5. [Dividends and Related Distributions] of the Credit Agreement.Section 8.2.5 of the Credit Agreement is
hereby amended by the addition of the following sentence to the end of such Section:


 


“Notwithstanding
the foregoing, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become
or remain liable to make or pay any Restricted Payment during the Covenant Relief Period; provided that the Loan Parties
and their respective Subsidiaries shall be permitted to make Restricted Payments set forth in clauses (i), (ii), (vi), (vii) and
(ix) of this Section 8.2.5; provided, further, that any Restricted Payments pursuant to clause (vi) of this Section 8.2.5
shall be limited to an aggregate amount not to exceed $10,000,000 during the Covenant Relief Period.”


 


2.9Amendment
to Section 8.2.16. [Maximum Leverage Ratio] of the Credit Agreement.Section 8.2.16 of the Credit Agreement is hereby amended
and restated in its entirety as follows:


 


“8.2.16.
Maximum Leverage Ratio. The Loan Parties shall not permit the Leverage Ratio as of the end of any fiscal quarter (other
than the fiscal quarters ending June 30, 2020 through March 31, 2021, inclusive) to exceed 3.50 to 1.00; provided that,
upon and following a Material Acquisition, upon written notice from the Parent to the Administrative Agent, the Leverage Ratio
shall not exceed 3.75 to 1.00 as of the last day of (i) the fiscal quarter during which such Material Acquisition occurred (any
fiscal quarter during which a Material Acquisition occurs being hereinafter referred to as an “Acquisition Quarter”)
and (ii) the three fiscal quarters immediately following the Acquisition Quarter; provided, further, that there shall
be at least one fiscal quarter as of the end of which the maximum Leverage Ratio has reverted to 3.50 to 1.00 before the maximum
Leverage Ratio may be increased in respect of a subsequent Material Acquisition.”


  






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2.10Amendment
to Section 8.2.17. [Minimum Interest Coverage Ratio] of the Credit Agreement.Section 8.2.17 of the Credit Agreement is
hereby amended and restated in its entirety as follows:


 


“8.2.17.
Minimum Interest Coverage Ratio. The Loan Parties shall not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated
Interest Expense of the Parent and its Subsidiaries, (i) calculated as of the end of the fiscal quarter ending on September 30,
2020 for the 3Q20 Testing Period, to be less than 3.50 to 1.00, (ii) calculated as of the end of the fiscal quarter ending on December
31, 2020 for the 4Q20 Testing Period, to be less than 2.75 to 1.00, (iii) calculated as of the end of the fiscal quarter ending
on March 31, 2021 for the 1Q21 Testing Period, to be less than 3.25 to 1.00 and (iv) calculated as of the end of the fiscal quarter
ending on June 30, 2021 and each fiscal quarter thereafter for the four (4) consecutive fiscal quarters then ended, to be less
than 3.50 to 1.00.”


 


2.11Amendment
to Section 8.2.18 of the Credit Agreement.Section 8.2.18 of the Credit Agreement is hereby amended and restated in its
entirety as follows:


 


“8.2.18.
Minimum Liquidity. The Loan Parties shall not, at any time during the Covenant Relief Period, permit the Liquidity Amount
to be less than $150,000,000.00.”


 


2.12       Amendment
to Section 8.3 [Reporting Requirements] of the Credit Agreement. Section 8.3 of the Credit Agreement is hereby amended
by the addition of new Section 8.3.5 to read as follows:


 


“8.3.5
Monthly Compliance Certificate. Within fifteen (15) days after the end of each calendar month during the Covenant Relief
Period, a certificate of Parent signed by the Chief Executive Officer, President or Chief Financial Officer of the Parent, demonstrating,
in form and substance reasonably satisfactory to the Administrative Agent, that the Borrowers are in compliance with Sections 5.7.6
[Excess Cash] and 8.2.18 [Minimum Liquidity].”


 


2.13       Amendment
to Schedule 1.1(A) [Pricing Grid] of the Credit Agreement. Schedule 1.1(A) of the Credit Agreement is hereby amended and restated
in its entirety as set forth on Annex I hereto.


 






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Section 3 LIMITED
WAIVER.


 


The Administrative
Agent and Lenders acknowledge receipt of materials provided by the Parent and distributed to the Lenders on June 23, 2020 (the
 “Specified Disclosure”). On the Amendment Effective Date, the Required Lenders hereby waive any Potential Default
or Event of Default that may arise under Section 8.1.9 of the Credit Agreement as a result of the situation described in the
Specified Disclosure (the “Potential Specified Default”) and agree not to enforce their rights and remedies
under the Credit Agreement with respect to any Potential Specified Default so long as (i) no later than ninety (90) days after
the Amendment Effective Date (or such later date as agreed by the Administrative Agent in its sole discretion), the Parent shall
make senior management available for an update call with the Administrative Agent to provide a summary of the investigation results
and description of subsequent actions taken, if any, in connection with the situation described in the Specified Disclosure and
(ii) the information provided pursuant to the foregoing clause (i) is reasonably acceptable to the Administrative Agent, including,
without limitation, that the situation described in the Specified Disclosure has not resulted in any material fines, penalties,
or other similar material liabilities to the Borrowers or any of their respective Subsidiaries.


 


The waivers described
in this Section 3 are limited to the specific covenants referenced and do not constitute a waiver of any other covenant or provision
of the Credit Agreement or any other Loan Document, nor do such waivers indicate any agreement on the part of the Lenders to grant
any such waivers in the future. In all other respects, each of the Loan Parties shall be and remain in full compliance with the
Credit Agreement and the foregoing waiver shall not extend to prejudice any rights of the Administrative Agent or the Lenders in
respect of any other breach, if any, by any Loan Party of any other provisions of the Credit Agreement.


 






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Section 4 REPRESENTATIONS
AND WARRANTIES.


 


Each Loan Party hereby
represents and warrants to the Lenders and the Agents as follows:


 


4.1       The
Amendment. This Amendment has been duly and validly executed by an authorized executive officer of such Loan Party and constitutes
the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms. The
Credit Agreement, as amended by this Amendment, remains in full force and effect and remains the valid and binding obligation of
such Loan Party party thereto enforceable against such Loan Party in accordance with its terms, except as such enforceability may
be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights
generally and by general principles of equity.


 


4.2       No
Potential Default or Event of Default. No Potential Default or Event of Default exists under the Credit Agreement as of the
date hereof (after giving effect to this Amendment) and no Potential Default or Event of Default will occur as a result of the
effectiveness of this Amendment.


 


4.3       Restatement
of Representations and Warranties. The representations and warranties of such Loan Party contained in the Credit Agreement,
as amended by this Amendment, and the other Loan Documents are true and correct in all material respects (or, if already qualified
by materiality therein, in all respects) on and as of the Amendment Effective Date (after giving effect to this Amendment) as though
made on the Amendment Effective Date, unless and to the extent that any such representation and warranty is stated to relate solely
to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or, if already
qualified by materiality therein, in all respects) as of such earlier date.


 






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4.4        Organizational
Documents. There have been no changes to the articles or certificate of incorporation, by-laws, code of regulations, certificate
of formation, limited liability company agreement or other organizational documents, as the case may be (collectively, the “Organizational
Documents”) of such Loan Party since the most recent certification provided to the Administrative Agent, and such Organizational
Documents remain in full force and effect as of the Amendment Effective Date.


 


Section 5CONDITIONS
TO EFFECTIVENESS.


 


The date and time of
the effectiveness of this Amendment (the “Amendment Effective Date”) is subject to the satisfaction of the following
conditions precedent:


 


5.1       Execution.
The Administrative Agent shall have received counterparts to this Amendment duly executed and delivered by an authorized officer
of each Loan Party and the Required Lenders.


 


5.2       Good
Standing Certificates. The Administrative Agent shall have received copies of certificates from the appropriate state officials
(dated not more than thirty (30) days prior to the Amendment Effective Date) as to the continued existence and good standing of
each Loan Party in each jurisdiction where organized.


 


5.3        Payment
of Costs and Expenses. The Borrowers shall have paid all outstanding and reasonable costs, expenses and the disbursements of
the Administrative Agent and its advisors, service providers and legal counsels incurred in connection with the documentation of
this Amendment, to the extent invoiced, as well as any other fees payable on or before the Amendment Effective Date pursuant to
any fee letter or agreement with the Administrative Agent.


 






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5.4       Other.
All corporate and other proceedings, and all documents, instruments, certificates and other legal matters in connection with the
transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent
and its counsel.


 


The Administrative Agent or its counsel
will advise the Parent and the Lenders promptly by electronic mail of the occurrence of the Amendment Effective Date.


 


Section 6 MISCELLANEOUS.


 


6.1       Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving
effect to the conflict of laws rules thereof.


 


6.2       Severability.
Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment.


 


6.3       Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute but one
and the same instrument.


 


6.4       Headings.
Section headings used in this Amendment are for the convenience of reference only and are not a part of this Amendment for any
other purpose.


 


6.5       Negotiations.
Each Loan Party acknowledges and agrees that all of the provisions contained herein were negotiated and agreed to in good faith
after discussion with the Agents and the Lenders.


 






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6.6       Nonwaiver.
Except as expressly set forth herein, the execution, delivery, performance and effectiveness of this Amendment shall not operate
as, or be deemed or construed to be, a waiver: (i) of any right, power or remedy of the Lenders or the Agents under the Credit
Agreement or the other Loan Documents, or (ii) of any term, provision, representation, warranty or covenant contained in the Credit
Agreement or any other Loan Document. Further, none of the provisions of this Amendment shall constitute, be deemed to be or construed
as, a waiver of any Potential Default or Event of Default (other than the Potential Specified Default) under the Credit Agreement
as amended by this Amendment.


 


6.7       Reaffirmation.
Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under
the Credit Agreement and each of the other Loan Documents to which it is a party and (ii) ratifies and reaffirms its grant of security
interests and Liens under such documents and confirms and agrees that such security interests and Liens hereafter secure all of
the Obligations.


 


6.8       Confirmation
of Obligations. Each Loan Party hereby affirms as of the date hereof all of its respective Obligations and other obligations
to each of the Lenders under and pursuant to the Credit Agreement and each of the other Loan Documents and that such Obligations
and other obligations are owed to each of the Lenders according to their respective terms. Each Loan Party hereby affirms as of
the date hereof that there are no claims or defenses to the enforcement by the Agents or Lenders of the Obligations and other obligations
of such Loan Party to each of them under and pursuant to the Credit Agreement or any of the other Loan Documents.


 


6.9       Reference
to and Effect on the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to
 “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall
mean and be a reference to the Credit Agreement as amended by this Amendment and each reference to the Credit Agreement in any
other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference
to the Credit Agreement, as amended by this Amendment.


 


[SIGNATURES FOLLOW]


 




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IN WITNESS WHEREOF, the
parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.


 


	 	BORROWERS:
	 	 
	 	STONERIDGE, INC.
	 	 
	 	 
	 	By:	/s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Executive Vice President, Chief Financial Officer &Treasurer
	 	 
	 	 
	 	STONERIDGE ELECTRONICS, INC.
	 	 
	 	 
	 	By:	 /s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Vice President & Treasurer
	 	 
	 	 
	 	STONERIDGE CONTROL DEVICES, INC.
	 	 
	 	 
	 	By:	 /s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Vice President & Treasurer
	 	 
	 	STONERIDGE B.V.
	 	 
	 	 
	 	By: 	/s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Attorney-in-fact


 




 




    [Signature
Page to Amendment No. 1]


     


    


 


	 	GUARANTORS:
	 	 	 
	 	STONERIDGE AFTERMARKET, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Vice President & Treasurer
	 	 	 
	 	 	 
	 	ORLACO INC.
	 	 	 
	 	 	 
	 	By:	 /s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Treasurer
	 	 	 
	 	 	 
	 	SRI HOLDINGS US LLC
	 	 	 
	 	By: Stoneridge, Inc., its sole member
	 	 	 
	 	 	 
	 	By:	 /s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Executive Vice President, Chief Financial Officer & Treasurer
	 	 	 
	 	 	 
	 	SRI DELAWARE HOLDINGS, LLC
	 	 	 
	 	 	 
	 	By:	 /s/ Robert R. Krakowiak
	 	Name: Robert R. Krakowiak
	 	Title: Vice President


 


 




    [Signature
Page to Amendment No. 1]


     


    


 


	 	AGENTS:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as
	 	the Administrative Agent and the Collateral Agent
	 	 
	 	 
	 	By:	/s/ Scott Neiderheide
	 	Name:  Scott Neiderheide
	 	Title:    Vice President


  


 




    [Signature
Page to Amendment No. 1]


     


    


 


 


	 	LENDERS:
	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Scott Neiderheide
	 	Name: Scott Neiderheide
	 	Title: Vice President



 


 


 




    [Signature
Page to Amendment No. 1]


     


    


 


	 	BMO HARRIS BANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Betsy Phillips
	 	 	 
	 	Name: 	Betsy Phillips
	 	 	 
	 	Title: 	Director


 


 


 





 




    [Signature Page to Amendment No. 1]
 


     


    


 





	 	CITIBANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Stephen E. Green
	 	 	 
	 	Name: 	Stephen E. Green
	 	 	 
	 	Title: 	Director


 







    [Signature
Page to Amendment No. 1]


     


    


 


 


	 	CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Stephen A. Maenhout
	 	 	 
	 	Name: 	Stephen A. Maenhout
	 	 	 
	 	Title: 	Senior Vice President





 





 




    [Signature
Page to Amendment No. 1]


     


    


 





	 	HSBC Bank USA, N.A., as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Shaun R. Kleinman
	 	 	 
	 	Name: 	Shaun R. Kleinman
	 	 	 
	 	Title: 	Senior Vice President


  





 




    [Signature
Page to Amendment No. 1]


     


    


 


 


	 	KEYBANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Brandon Welling
	 	 	 
	 	Name: 	Brandon Welling
	 	 	 
	 	Title: 	Vice President





 


 




    [Signature
Page to Amendment No. 1]


     


    


 





	 	NORTHWEST BANK,  as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Stephen J. Orban
	 	 	 
	 	Name: 	Stephen J. Orban
	 	 	 
	 	Title: 	Senior Vice President


 


 







    [Signature
Page to Amendment No. 1]


     


    


 





	 	THE HUNTINGTON NATIONAL BANK, as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Steven J. McCormack
	 	 	 
	 	Name: 	Steven J. McCormack
	 	 	 
	 	Title: 	Senior Vice President


 





 




    [Signature
Page to Amendment No. 1]


     


    


 





	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Jeffrey S. Johnson
	 	 	 
	 	Name: 	Jeffrey S. Johnson
	 	 	 
	 	Title: 	Senior Vice President


 





 




    [Signature
Page to Amendment No. 1]


     


    


 


Annex I


 


SCHEDULE 1.1(A)


 


PRICING GRID--


 


VARIABLE PRICING AND FEES BASED ON
LEVERAGE RATIO


 


	Level 	Leverage

Ratio 	Facility

Fee 	Letter of Credit Fee 	Revolving Credit Base Rate Spread 	Revolving Credit LIBOR Rate Spread 
	I	Less than 1.25 to 1.00	0.25%	1.25%	0.25%	1.25%
	II	Greater than or equal to 1.25 to 1.00 but less than 2.00 to 1.00	0.30%	1.45%	0.45%	1.45%
	II	Greater than or equal to 2.00 to 1.00 but less than 2.75 to 1.00	0.30%	1.70%	0.70%	1.70%
	IV	Greater than or equal to 2.75 to 1.00	0.35%	1.90%	0.90%	1.90%
	V	N/A	0.40%	2.35%	1.35%	2.35%


 


For purposes of determining
the Applicable Margin, the Applicable Facility Fee Rate and the Applicable Letter of Credit Fee Rate:


 


(a)       The
Applicable Margin, the Applicable Facility Fee Rate and the Applicable Letter of Credit Fee Rate shall be determined during the
Covenant Relief Period based on the rates in Level V.


 


(b)       The
Applicable Margin, the Applicable Facility Fee Rate and the Applicable Letter of Credit Fee Rate shall be recomputed as of the
fiscal quarter ending on June 30, 2021 and the end of each fiscal quarter thereafter based on the Leverage Ratio as of such quarter
end. Any increase or decrease in the Applicable Margin, the Applicable Facility Fee Rate or the Applicable Letter of Credit Fee
Rate computed as of a quarter end shall be effective on the date on which the Compliance Certificate evidencing such computation
is due to be delivered under Section 8.3.3 [Certificate of Parent]. After the Covenant Relief Period, (i) if a Compliance Certificate
is not delivered when due in accordance with such Section 8.3.3 [Certificate of Parent], then the rates in Level IV shall apply
as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall
remain in effect until the date on which such Compliance Certificate is delivered; and (ii) the rates in Level IV shall apply upon
and during the continuance of any other Event of Default.


 


(c)       If,
as a result of any restatement of or other adjustment to the financial statements of the Parent or for any other reason, the Borrowers
or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and
(ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately
and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand
by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers
under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender
or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period
over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative
Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.9 [Letter of Credit Subfacility] or Section 4.3 [Interest
After Default] or Section 9 [Default]. The Borrowers’ obligations under this paragraph shall survive the termination
of the Commitments and the repayment of all other Obligations hereunder.