Common use of Amendment to Definition of EBITDA Clause in Contracts

Amendment to Definition of EBITDA. The definition of the term EBITDA set forth in Section 1.1 of the Credit Agreement is hereby amended and restated (effective as of the date of this Amendment) to read in its entirety as follows: EBITDA means, for any period, Consolidated Net Income for such period plus (without duplication), in each case to the extent deducted in determining such Consolidated Net Income in such period, (i) Interest Expense, (ii) income tax expense and franchise tax expense (to the extent in lieu of income tax expense), (iii) depreciation and amortization, (iv) non-cash charges (if any) under FAS No. 142 regarding the impairment of goodwill, (v) other non-cash impairment charges with respect to long-term assets (for the avoidance of doubt there is no “add-back” under this clause (v) or any other clause of this definition for any increases in the reserves with respect to inventory or accounts receivable or for any write-off with respect to inventory or accounts receivable), (vi) non-cash write offs of previously capitalized financing costs, (vii) restructuring charges or restructuring expenses (whether cash or non-cash) incurred by the Parent or its Subsidiaries with respect to (a) the closure or consolidation of plants or offices, (b) rent reserves for closed or consolidated plants or offices and (c) severance payments for employees terminated as part of a general downsizing, (viii) establishment or increase in reserves for uninsured litigation claims provided that the aggregate add-back under this clause (viii) shall not exceed $100,000 for such period, (ix) non-cash expenses (if any) resulting from the grant by the Parent of Capital Securities (including options and the Warrants), (x) non-capitalized one-time out-of-pocket fees (including the Amendment Fee (as defined in Amendment No. 5) and any fees payable pursuant to the Agent Fee Letter in connection with Amendment No. 5) and legal and financial advisor expenses, not to exceed $998,000 in the aggregate for purposes of this clause (x), incurred (in such period) by the Parent and its Subsidiaries in connection with the negotiation, execution and delivery of Amendment No. 5 and any documents prepared and delivered in connection therewith or any term sheet relating thereto (such one-time fees and expenses, the “Fifth Amendment Expenses”), (xi) to the extent paid by the Borrowers and not capitalized, the $20,000 waiver fee under Amendment No. 6 and the legal fees of the Administrative Agent incurred in connection with Amendment No. 6, (xii) to the extent paid by the Borrowers and not capitalized, the $100,000 amendment fee under Amendment No. 7 and the legal fees and Capstone fees incurred by the Agent in connection with Amendment No. 7, (xiii) to the extent paid by the Borrowers and not capitalized, the $50,000 amendment fee under Amendment No. 8 and the legal fees and Capstone fees incurred by the Agent in connection with Amendment No. 8 and by the Agent (and any Lender) in connection with the Warrants and legal fees incurred by the Borrowers in connection with Amendment No. 8 and the Warrants, (xiv) to the extent paid by the Borrowers and not capitalized, the $25,000 amendment fee under Amendment No. 9 and the legal fees incurred by the Agent in connection with Amendment No. 9 and the legal fees incurred by the Borrowers in connection with Amendment No. 9, and (xv) severance expenses incurred by reason of the non-renewal of the employment contract of the President and Chief Executive Officer of the Parent provided that the add-back under this clause (xv) shall not exceed (for all periods in the aggregate) $900,000, all on a consolidated basis of the Parent and its Subsidiaries. In addition, such adjustments shall be made when calculating EBITDA as shall in good faith be required by the Administrative Agent in connection with the Nordson UV Acquisition (including without limitation the elimination of one-time events (whether expense, loss, income or gain) associated with the Nordson UV Acquisition). It is further agreed (but without duplication with any add-back pursuant to clause (ix) above) that any non-cash gain or income or non-cash loss or expense resulting from recording or “marking to market” the value of the put contained in the Warrants shall be excluded when determining EBITDA.

Amendment to Definition of EBITDA. The definition of the term EBITDA set forth in Section 1.1 1 of the Credit Financing Agreement is hereby amended and restated (effective as of the date of this Amendment) to read replaced in its entirety as followsby the following: EBITDA meansshall mean, for any periodthe period in question, Consolidated Net Income the sum of (a) the after-tax net income (or loss) of the Companies on a consolidated basis for such period determined in accordance with GAAP, plus (without duplication), in each case b) to the extent deducted in determining such Consolidated Net Income in such periodafter-tax net income, the sum of (i) Interest ExpenseExpense during such period, plus (ii) all provisions for any federal, state, local and/or foreign income tax expense and franchise tax expense taxes made by the Companies during such period (to the extent in lieu of income tax expensewhether paid or deferred), plus (iii) all depreciation and amortizationamortization expenses of the Companies during such period, plus (iv) non-cash charges (if any) under FAS No. 142 regarding the impairment of goodwillany extraordinary losses during such period, plus (v) other non-cash impairment charges any losses incurred in connection with respect the repayment in full on or about the date hereof of the Companies' obligations owing to long-term assets (for the avoidance of doubt there is no “add-back” under this clause (v) or any other clause of this definition for any increases LLCP, including accrued interest, fees and costs in the reserves with respect to inventory or accounts receivable or for any write-off with respect to inventory or accounts receivable)connection therewith, plus (vi) non-cash write offs any losses from the sale or other disposition of previously capitalized financing costsproperty other than in the ordinary course of business during such period, plus (vii) restructuring charges or restructuring expenses (whether cash or non-cash) incurred by the Parent or its Subsidiaries with respect to (a) the closure or consolidation of plants or offices, (b) rent reserves for closed or consolidated plants or offices and (c) severance payments for employees terminated as part of a general downsizing, (viii) establishment or increase in reserves for uninsured litigation claims provided that the aggregate add-back under this clause (viii) shall not exceed $100,000 for such period, (ix) all non-cash expenses (if any) resulting during such period arising from the grant by the use of capital stock of Parent of Capital Securities to pay compensation minus (including options and the Warrants), (x) non-capitalized one-time out-of-pocket fees (including the Amendment Fee (as defined in Amendment No. 5) and any fees payable pursuant to the Agent Fee Letter in connection with Amendment No. 5) and legal and financial advisor expenses, not to exceed $998,000 in the aggregate for purposes of this clause (x), incurred (in such period) by the Parent and its Subsidiaries in connection with the negotiation, execution and delivery of Amendment No. 5 and any documents prepared and delivered in connection therewith or any term sheet relating thereto (such one-time fees and expenses, the “Fifth Amendment Expenses”), (xic) to the extent paid added in determining such after-tax net income, the sum of (i) any extraordinary gains during such period, plus (ii) any gains from the sale or other disposition of property other than in the ordinary course of business during such period, plus (iii) any revenue realized by the Borrowers Companies in respect of settlement payments received pursuant to that certain Settlement Agreement dated as of September 27, 2000 among certain Companies and not capitalizedAutoliv AB, the $20,000 waiver fee under Amendment No. 6 Autoliv GmbH, Autoliv France SNC, Autoliv ASP, Inc., Autoliv North America, Inc. and the legal fees Autoliv, Inc., plus (iv) any sale price adjustments made by any Company in respect of the Administrative Agent incurred in connection with Amendment No. 6, (xii) components sold pursuant to the extent paid by the Borrowers and not capitalized, the $100,000 amendment fee under Amendment No. 7 and the legal fees and Capstone fees incurred by the Agent in connection with Amendment No. 7, (xiii) to the extent paid by the Borrowers and not capitalized, the $50,000 amendment fee under Amendment No. 8 and the legal fees and Capstone fees incurred by the Agent in connection with Amendment No. 8 and by the Agent (and any Lender) in connection with the Warrants and legal fees incurred by the Borrowers in connection with Amendment No. 8 and the Warrants, (xiv) to the extent paid by the Borrowers and not capitalized, the $25,000 amendment fee under Amendment No. 9 and the legal fees incurred by the Agent in connection with Amendment No. 9 and the legal fees incurred by the Borrowers in connection with Amendment No. 9, and (xv) severance expenses incurred by reason of the non-renewal of the employment contract of the President and Chief Executive Officer of the Parent provided that the add-back under this clause (xv) shall not exceed (for all periods in the aggregate) $900,000such Settlement Agreement, all on a consolidated basis of determined in accordance with GAAP; provided, however, that notwithstanding the Parent foregoing, for the fiscal quarters ending March 31, 2001 and its Subsidiaries. In additionJune 30, 2001, EBITDA for such adjustments fiscal quarters shall be made when calculating EBITDA as shall in good faith deemed to be required by the Administrative Agent in connection with the Nordson UV Acquisition (including without limitation the elimination of one-time events (whether expense$3,802,000 and $4,382,000, loss, income or gain) associated with the Nordson UV Acquisition). It is further agreed (but without duplication with any add-back pursuant to clause (ix) above) that any non-cash gain or income or non-cash loss or expense resulting from recording or “marking to market” the value of the put contained in the Warrants shall be excluded when determining EBITDArespectively.

Amendment to Definition of EBITDA. The definition of the term EBITDA set forth in Section 1.1 of the Credit Agreement is hereby amended and restated by: (effective as of a) by deleting the date of this Amendment) to read in its entirety as follows: EBITDA means, for any period, Consolidated Net Income for such period plus (without duplication), in each case to the extent deducted in determining such Consolidated Net Income in such period, (i) Interest Expense, (ii) income tax expense and franchise tax expense (to the extent in lieu of income tax expense), (iii) depreciation and amortization, (iv) non-cash charges (if any) under FAS No. 142 regarding the impairment of goodwill, (v) other non-cash impairment charges with respect to long-term assets parenthetical phrase “(for the avoidance of doubt there is no “add-back” under this clause (v) or any other clause of this definition for any increases in the reserves with respect to inventory or accounts receivable or for any write-off with respect to inventory or accounts receivable)” set forth in clause (v) of such definition, and inserting in lieu thereof, the parenthetical phrase “(vi) non-cash write offs for the avoidance of previously capitalized financing costs, (vii) restructuring charges or restructuring expenses (whether cash or non-cash) incurred by the Parent or its Subsidiaries with respect to (a) the closure or consolidation of plants or offices, (b) rent reserves for closed or consolidated plants or offices and (c) severance payments for employees terminated as part of a general downsizing, (viii) establishment or increase in reserves for uninsured litigation claims provided that the aggregate doubt there is no “add-back back” under this clause (viiiv) shall not exceed $100,000 or any other clause of this definition (other than clause (xxi) below) for such periodany increases in the reserves with respect to inventory or accounts receivable or for any write-off with respect to inventory or accounts receivable)”; and (b) deleting the phrase “and (xviii) out of pocket costs, (ix) non-cash fees and expenses (if anypaid to Persons who are not Affiliates of the Credit Parties) resulting from incurred in connection with the grant by the Parent of Capital Securities (including options and the Warrants), (x) non-capitalized one-time out-of-pocket fees (including the Amendment Fee Refinancing (as defined in Amendment No. 5) and any fees payable pursuant to the Agent Fee Letter in connection with Amendment No. 5) and legal and financial advisor expenses, not to exceed $998,000 in the aggregate for purposes of this clause (x11), incurred (in such period) by all on a consolidated basis of the Parent and its Subsidiaries Subsidiaries” and inserting in lieu thereof the phrase “, (xviii) to the extent not capitalized, out of pocket costs, fees and expenses (paid to Persons who are not Affiliates of the Credit Parties) incurred in connection with the negotiation, execution and delivery of Refinancing (as defined in Amendment No. 5 and any documents prepared and delivered in connection therewith or any term sheet relating thereto (such one-time fees and expenses, the “Fifth Amendment Expenses”11), (xixix) to the extent paid by the Borrowers and not capitalized, the $20,000 waiver fee under Amendment No. 6 and the legal fees of the Administrative Agent incurred in connection with Amendment No. 6, (xii) to the extent paid by the Borrowers and not capitalized, the $100,000 amendment fee under Amendment No. 7 and the legal fees and Capstone fees incurred by the Agent in connection with Amendment No. 7, 12 (xiii) to the extent paid by the Borrowers and not capitalized, the $50,000 amendment fee under as defined in Amendment No. 8 and the legal fees and Capstone fees incurred by the Agent in connection with 13), Amendment No. 8 and by 13 or the Agent (and any Lender) in connection with Forsyth Merger Agreement, the Warrants Capstone fees required to be paid pursuant to Amendment No. 13, and legal fees incurred by the Borrowers in connection with Amendment No. 8 and the Warrants12 or Amendment No. 13, (xivxx) to the extent paid by the Borrowers and not capitalized, any other out of pocket costs, fees and expenses (paid to Persons who are not Affiliates of the $25,000 amendment fee under Amendment No. 9 and the legal fees Credit Parties) incurred by the Agent in connection with Amendment No. 9 the Forsyth Merger Agreement and (xxi) any loss or expense resulting from the legal fees incurred write-off (as a result of the insolvency of Manroland AG) of accounts receivable owed to any of the Borrowers (and/or their Subsidiaries) by Manroland AG except that the add-back for such write-off shall be limited to fifty percent (50%) of such loss or expense (so that, for example, if Consolidated Net Income for such period was reduced by the Borrowers in connection with Amendment No. 9, and (xv) severance expenses incurred Dollar Equivalent of $1,200,000 by reason of the nonsuch write-renewal of the employment contract of the President and Chief Executive Officer of the Parent provided that off then the add-back under this clause (xvxxi) shall not exceed (for all periods in the aggregate) such period would be $900,000600,000), all on a consolidated basis of the Parent and its Subsidiaries. In addition, such adjustments shall be made when calculating EBITDA as shall in good faith be required by the Administrative Agent in connection with the Nordson UV Acquisition (including without limitation the elimination of one-time events (whether expense, loss, income or gain) associated with the Nordson UV Acquisition). It is further agreed (but without duplication with any add-back pursuant to clause (ix) above) that any non-cash gain or income or non-cash loss or expense resulting from recording or “marking to market” the value of the put contained in the Warrants shall be excluded when determining EBITDA”.

Amendment to Definition of EBITDA. The definition THE DEFINITION OF EBITDA SET FORTH IN SECTION 1 OF THE FINANCING AGREEMENT IS HEREBY AMENDED AND REPLACED IN ITS ENTIRETY BY THE FOLLOWING: EBITDA shall mean, for the period in question, the sum of (a) the after-tax net income (or loss) of the term EBITDA set forth in Section 1.1 of the Credit Agreement is hereby amended and restated (effective as of the date of this Amendment) to read in its entirety as follows: EBITDA means, for any period, Consolidated Net Income Companies on a consolidated basis for such period determined in accordance with GAAP, plus (without duplication), in each case b) to the extent deducted in determining such Consolidated Net Income in such periodafter-tax net income, the sum of (i) Interest ExpenseExpense during such period, plus (ii) all provisions for any federal, state, local and/or foreign income tax expense and franchise tax expense taxes made by the Companies during such period (to the extent in lieu of income tax expensewhether paid or deferred), plus (iii) all depreciation and amortizationamortization expenses of the Companies during such period, plus (iv) non-cash charges (if any) under FAS No. 142 regarding the impairment of goodwillany extraordinary losses during such period, plus (v) other non-cash impairment charges any losses incurred in connection with respect the repayment in full on or about the date hereof of the Companies' obligations owing to long-term assets (for the avoidance of doubt there is no “add-back” under this clause (v) or any other clause of this definition for any increases LLCP, including accrued interest, fees and costs in the reserves with respect to inventory or accounts receivable or for any write-off with respect to inventory or accounts receivable)connection therewith, plus (vi) non-cash write offs any losses from the sale or other disposition of previously capitalized financing costsproperty other than in the ordinary course of business during such period, plus (vii) restructuring charges or restructuring expenses (whether cash or non-cash) incurred by the Parent or its Subsidiaries with respect to (a) the closure or consolidation of plants or offices, (b) rent reserves for closed or consolidated plants or offices and (c) severance payments for employees terminated as part of a general downsizing, (viii) establishment or increase in reserves for uninsured litigation claims provided that the aggregate add-back under this clause (viii) shall not exceed $100,000 for such period, (ix) all non-cash expenses (if any) resulting during such period arising from the grant by the use of capital stock of Parent of Capital Securities to pay compensation minus (including options and the Warrants), (x) non-capitalized one-time out-of-pocket fees (including the Amendment Fee (as defined in Amendment No. 5) and any fees payable pursuant to the Agent Fee Letter in connection with Amendment No. 5) and legal and financial advisor expenses, not to exceed $998,000 in the aggregate for purposes of this clause (x), incurred (in such period) by the Parent and its Subsidiaries in connection with the negotiation, execution and delivery of Amendment No. 5 and any documents prepared and delivered in connection therewith or any term sheet relating thereto (such one-time fees and expenses, the “Fifth Amendment Expenses”), (xic) to the extent paid added in determining such after-tax net income, the sum of (i) any extraordinary gains during such period, plus (ii) any gains from the sale or other disposition of property other than in the ordinary course of business during such period, plus (iii) any revenue realized by the Borrowers Companies in respect of settlement payments received pursuant to that certain Settlement Agreement dated as of September 27, 2000 among certain Companies and not capitalizedAutoliv AB, Autoliv GmbH, Autoliv France SNC, Autoliv ASP, Inc., Autoliv North America, Inc. and Autoliv, Inc., plus (iv) any sale price adjustments made by any Company in respect of components sold pursuant to such Settlement Agreement, all determined in accordance with GAAP; provided, however, that notwithstanding the foregoing, for the fiscal quarters ending March 31, 2001 and June 30, 2001, EBITDA for such fiscal quarters shall be deemed to be $3,802,000 and $4,382,000, respectively. Notwithstanding anything set forth in the Financing Agreement to the contrary, the $20,000 waiver fee under Amendment No. 6 and Companies shall be permitted to add back, in the legal fees calculation of EBITDA, any GAAP-recognized restructuring costs associated with the Administrative Agent incurred in connection with Amendment No. 6cost reduction plan previously delivered by the Companies to Allied (the "Restructuring Costs"), provided, however, that (xiii) the Companies shall only be permitted to add back Restructuring Costs to the extent paid by they are incurred during the Borrowers and not capitalized, the $100,000 amendment fee under Amendment No. 7 and the legal fees and Capstone fees incurred by the Agent in connection with Amendment No. 7, (xiii) to the extent paid by the Borrowers and not capitalized, the $50,000 amendment fee under Amendment No. 8 and the legal fees and Capstone fees incurred by the Agent in connection with Amendment No. 8 and by the Agent (and any Lender) in connection with the Warrants and legal fees incurred by the Borrowers in connection with Amendment No. 8 and the Warrants, (xiv) to the extent paid by the Borrowers and not capitalized, the $25,000 amendment fee under Amendment No. 9 and the legal fees incurred by the Agent in connection with Amendment No. 9 and the legal fees incurred by the Borrowers in connection with Amendment No. 9third quarter of fiscal year 2002, and (xvii) severance expenses incurred by reason the amount of the non-renewal of the employment contract of the President and Chief Executive Officer of the Parent provided Restructuring Costs that the add-Companies shall be permitted to add back under this clause (xv) in the calculation of EBITDA shall not exceed (for all periods be limited to $900,000, in the aggregate) $900,000, all on a consolidated basis of the Parent and its Subsidiaries. In addition, such adjustments shall be made when calculating EBITDA as shall in good faith be required by the Administrative Agent in connection with the Nordson UV Acquisition (including without limitation the elimination of one-time events (whether expense, loss, income or gain) associated with the Nordson UV Acquisition). It is further agreed (but without duplication with any add-back pursuant to clause (ix) above) that any non-cash gain or income or non-cash loss or expense resulting from recording or “marking to market” the value of the put contained in the Warrants shall be excluded when determining EBITDA.