Common use of Term B Loan Clause in Contracts

Term B Loan. (A) Subject to the terms and conditions hereof, each Term B Lender agrees to make a term loan (each a "Term B Loan" and, collectively, the "Term B Loans") on the Closing Date to each Borrower in the amount of that Borrower's Ratable Share of the applicable Term B Lender's Term B Loan Commitment. The obligations of each Term B Lender hereunder shall be several and not joint. Each such Term B Loan shall be evidenced by a promissory note substantially in the form of Exhibit 1.1(b)(ii) (each a "Term B Note" and collectively the "Term B Notes"), and, except as provided in Section 1.12, all of the Borrowers shall jointly execute and deliver the Term B Note to the applicable Term B Lender. Each Term B Note shall represent the obligation of each Borrower to pay its Ratable Share of the applicable Term B Lender's Term B Loan Commitment, together with interest thereon as prescribed in Section 1.5. The aggregate principal amount of the Term B Loan advanced to each Borrower shall be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant to Section 12). Each Borrower's Ratable Share of the Term B Loan Commitment expressed in Dollars and as a percentage of the whole is set forth in Schedule 1.1(b) hereto. (B) Each Borrower shall repay its Ratable Share of the Term B-1 Loans in eight (8)) consecutive quarterly installments on the first day of January, April, July and October of each year, commencing July 1, 2004 in an aggregate amount equal to $25,000 on each installment date:

Term B Loan. (Ai) Each Lender which, prior to the First Amendment Effective Date, was a Term B Dollar Lender (each an “Original Term B Dollar Lender”) severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents to continue its Term B Dollar Loan (each such loan, an “Original Term B Dollar Loan” and collectively, the “Original Term B Dollar Loans”) on and after the First Amendment Effective Date as a loan. Each Lender with an Additional Term B Commitment, severally and for itself alone, hereby agrees, on the terms and subject to the conditions set forth in the First Amendment and otherwise set forth herein and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, if made, an “Additional Term B Dollar Loan” and a “Term B Dollar Loan” and collectively the “Additional Term B Dollar Loans”) on the First Amendment Effective Date in a single advance to the Borrower in an aggregate principal amount equal to the Additional Term B Dollar Commitment of such Lender. From and after the First Amendment Effective Date, the Original Term B Dollar Loans and the Additional Term B Dollar Loans shall be referred to individually as a “Term B Dollar Loan” and collectively as the “Term B Dollar Loans” and all references to Term B Dollar Loans herein shall be deemed to be references to either or both, as the context may require, of the Original Term B Dollar Loans or Additional Term B Dollar Loans. Each Lender’s Additional Term B Dollar Commitment shall expire immediately and without further action after giving effect to the Additional Term B Dollar Loans made on the First Amendment Effective Date. Subject to the terms and conditions hereof, each Term B Euro Lender agrees to make a term loan in Euros (each a "the “Term B Loan" Euro Loans” and, collectivelytogether with the Term B Dollar Loans, the "“Term B Loans"”) to the Borrower on the Closing Date to each Borrower in the amount of that Borrower's Ratable Share of the applicable Term B Lender's Term B Loan Commitment. The obligations of each Term B Lender hereunder shall be several and not joint. Each such Term B Loan shall be evidenced by a promissory note substantially in the form of Exhibit 1.1(b)(ii) (each a "Term B Note" and collectively the "Term B Notes"), and, except as provided in Section 1.12, all of the Borrowers shall jointly execute and deliver the Term B Note to the applicable Term B Lender. Each Term B Note shall represent the obligation of each Borrower to pay its Ratable Share of the applicable Term B Lender's Term B Loan Commitment, together with interest thereon as prescribed in Section 1.5. The aggregate principal amount of such Lender’s Term B Euro Commitment. No amount of a Term B Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The Term B Dollar Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all Term B Dollar Loans made by the Term B Loan Dollar Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Dollar Loans of the same Type. The Term B Euro Loans (1) shall be advanced to each the Borrower pursuant to a single drawing, which shall be on the primary obligation Closing Date, (2) shall be denominated in Euros, (3) shall initially be made as Eurocurrency Loans with an Interest Period of one month, provided, that Borrower (but shall also be guaranteed all Term B Euro Loans made by all other Borrowers pursuant to Section 12). Each Borrower's Ratable Share of the Term B Loan Commitment expressed in Dollars and as a percentage Euro Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Euro Loans of the whole is set forth in Schedule 1.1(b) heretosame Type. (B) Each Borrower shall repay its Ratable Share of the Term B-1 Loans in eight (8)) consecutive quarterly installments on the first day of January, April, July and October of each year, commencing July 1, 2004 in an aggregate amount equal to $25,000 on each installment date:

Term B Loan. Each Lender which, prior to the Seventh Amendment Effective Date, was a Term B Lender (Aeach an "Original Term B Lender") Subject to severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereof, each hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents to continue its Term B Lender agrees to make Loan (each such loan, an "Original Term B Loan" and collectively, the "Original Term B Loans") on and after the Seventh Amendment Effective Date as a term loan (each such loan, a "Term B Loan" and, collectivelyand collectively together with the Additional Term B Loans, the "Term B Loans") ). Each Lender with an Additional Term B Commitment, severally and for itself alone, hereby agrees, on the Closing Date terms and subject to each Borrower the conditions set forth in Section 5.3 hereof and otherwise set forth herein and in reliance upon the representations and warranties set forth herein and in the amount of that Borrower's Ratable Share of the applicable other Loan Documents, to make a loan (each such loan, if made, an "Additional Term B Lender's Term B Loan Commitment. The obligations of each Term B Lender hereunder shall be several Loan" and not joint. Each such Term B Loan shall be evidenced by a promissory note substantially in the form of Exhibit 1.1(b)(ii) (each a "Term B NoteLoan" and collectively the "Additional Term B NotesLoans")) during the period from the Seventh Amendment Effective Date until December 15, and2003 in a single draw (the date of such drawing the "Additional Term B Borrowing Date") to Borrower which is in an aggregate principal amount equal to the Additional Term B Commitment of such Lender and which, except as provided in Section 1.12when aggregated with the Additional Term Loan Commitments of all other Lenders shall not exceed the Maximum Additional Term Loan Commitment Amount. From and after the Additional Term B Borrowing Date, all of the Borrowers Original Term B Loans and the Additional Term B Loans shall jointly execute and deliver collectively constitute the Term B Note Loans and all references to Term B Loans herein should be deemed to be references to either or both, as the context may require, of the Original Term B Loans or Additional Term B Loans. Each Lender's Additional Term B Commitment shall expire immediately and without further action after giving effect to the applicable Additional Term B Lender. Each Loans made on the Additional Term B Note shall represent Borrowing Date or on December 15, 2003 if the obligation of each Borrower to pay its Ratable Share of the applicable Additional Term B Lender's Borrowing Date has not occurred on or before such date. No amount of a Term B Loan Commitment, together with interest thereon as prescribed in Section 1.5. The aggregate principal amount of the Term B Loan advanced to each which is repaid or prepaid by Borrower shall may be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant to Section 12). Each Borrower's Ratable Share of the Term B Loan Commitment expressed in Dollars and as a percentage of the whole is set forth in Schedule 1.1(b) heretoreborrowed hereunder. (B) Each Borrower shall repay its Ratable Share of the Term B-1 Loans in eight (8)) consecutive quarterly installments on the first day of January, April, July and October of each year, commencing July 1, 2004 in an aggregate amount equal to $25,000 on each installment date:"

Term B Loan. (Ai) Subject to the terms and conditions hereof, (A) each Existing Term B Lender and Existing Term C Lender party to this Agreement on the Amendment and Restatement Effective Date (each such Lender, a "Rolling Term Lender") agrees to convert (the "Existing Term Loan Conversion") its Existing Term Loans into new term B loans under this Agreement in an amount equal to the lesser of (i) the outstanding principal amount of such Lender's Existing Term Loans or (ii) such Lender's Final Term B Dollar Allocation (in each case, the "Converted Term Loans"); (B) each New Term B Dollar Lender agrees to make a term new loan in Dollars (each a the "New Term B Dollar Loans" and, together with the Converted Term Loans, the "Term B LoanDollar Loans") to the Borrower on the Amendment and Restatement Effective Date in the aggregate principal amount of such Lender's New Term B Dollar Commitment; and (C) each Term B Euro Lender agrees to make a new loan in Euros (the "Term B Euro Loans" and, collectivelytogether with the Term B Dollar Loans, the "Term B Loans") to the Borrower on the Closing Amendment and Restatement Effective Date to each Borrower in the aggregate principal amount of that Borrower's Ratable Share of the applicable Term B such Lender's Term B Loan Euro Commitment. The obligations of each To the extent that the Final Term B Allocation of any Rolling Term Lender hereunder is less than the aggregate principal amount of such Lender's existing Term Loans, DBTCA hereby irrevocably agrees to purchase at par and assume such Existing Term Loans from such Lender without recourse to such Lender (and such Lender hereby irrevocably sells and assigns such Loan to DBTCA) effective on the Amendment and Restatement Effective Date immediately prior to satisfaction of the conditions set forth in Section 5.1 hereof. The foregoing purchase and sale is made subject to the standard terms and conditions for assignment and assumption as set forth on Annex 1 to the Assignment and Assumption Agreement. On the Amendment and Restatement Effective Date, DBTCA shall be several deliver to such Lender in immediately available funds the principal amount of such assigned Existing Term Loans together with accrued interest and not jointfees as of such date. Each such The Borrower, Administrative Agent and Lenders acknowledge and agree that on the Amendment and Restatement Effective Date, after giving effect to the Existing Term Loan Conversion and the issuance of New Term B Dollar Loans and Term B Euro Loans, the aggregate Dollar Equivalent principal amount of Term B Loans outstanding is equal to $1,366,641,000. No amount of a Term B Loan which is repaid or prepaid by Borrower may be reborrowed hereunder. The Term B Dollar Loans (i) shall, in the case of the Restatement Term B Dollar Loans, be incurred by the Borrower pursuant to a single drawing, which shall be evidenced by a promissory note substantially on the Amendment and Restatement Effective Date, (ii) shall be denominated in the form of Exhibit 1.1(b)(iiDollars, (iii) (each a "Term B Note" and collectively the "Term B Notes"), shall be Base Rate Loans and, except as provided in Section 1.12hereinafter provided, all may, at the option of the Borrowers shall jointly execute and deliver Borrower, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Dollar Loans made by the Term B Note Dollar Lenders pursuant to the applicable same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Lender. Each Dollar Loans of the same Type and (y) except as permitted by the Administrative Agent in its sole discretion, no incurrences of, or conversions into, Term B Note Dollar Loans maintained as Eurocurrency Loans may be effected prior to the earlier of (A) the third day after the Amendment and Restatement Effective Date and (B) the date the Administrative Agent notifies the Borrower that Eurocurrency Loans are available. The Term B Euro Loans (i) shall represent be incurred by the obligation Borrower pursuant to a single drawing, which shall be on the Amendment and Restatement Effective Date, (ii) shall be denominated in Euros, (iii) shall be made as Eurocurrency Loans, provided, that all Term B Euro Loans made by the Term B Euro Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of each Borrower to pay its Ratable Share Term B Euro Loans of the applicable Term B Lender's Term B Loan Commitmentsame Type. (ii) (A) Borrower shall have the right at any time (so long as (x) no Unmatured Event of Default or Event of Default then exists and (y) Borrower shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1) giving pro forma effect to such incurrence and evidencing compliance with the covenants set forth in Article IX) following the date on which the Administrative Agent has determined that the initial syndication of the Loans and Commitments with respect to this Agreement has occurred to its satisfaction, together with interest thereon as prescribed to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in Section 1.5. The each case, agree to make such term loans to the Borrower, term loans and commitments to make term loans in Dollars in an aggregate principal amount not to exceed $200,000,000, which loans may be incurred as one or more tranches of additional term loans (the "Additional Term Loans") as determined by Administrative Agent that are pari passu in all respects to the Term B Loan advanced to each Borrower shall be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers Dollar Loans made pursuant to Section 122.1(a)(i) under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Term Loan with the then longest Weighted Average Life to Maturity and a final maturity no earlier than latest Term Maturity Date; provided, that (i) the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the existing Term Loan Facilities and (ii) the applicable margins (which, for such purposes only, shall be deemed to include all upfront or similar compensation or original issue discount (amortized over an assumed three year life) payable to all Lenders providing such Additional Term Loans, but exclusive of any arrangement, structuring or other similar fees payable in connection therewith that are not shared with all Lenders providing such Additional Term Loans) determined as of the initial funding date for such Additional Term Loans shall not be greater than 0.50% above the applicable margins then in effect for Term B Dollar Loans (which, for such purposes only, shall be deemed to include all upfront or similar compensation or original issue discount (amortized over an assumed three year life) paid to all Term B Dollar Lenders as of the initial funding date for such Additional Term Loans, but exclusive of any arrangement, structuring or other similar fees payable in connection therewith that are not shared with all Term B Dollar Lenders). Each Borrower's Ratable Share Notwithstanding anything else herein to the contrary, the proceeds of any Additional Term Loans shall be solely for (i) Capital Expenditures otherwise permitted hereunder; (ii) repayment of secured Indebtedness of the Term B Loan Commitment expressed in Dollars Borrower; and as a percentage of the whole is set forth in Schedule 1.1(b(iii) heretoto finance Acquisitions permitted by Section 8.1(a) hereof. (B) Each Borrower shall repay its Ratable Share of the Term B-1 Loans in eight (8)) consecutive quarterly installments on the first day of January, April, July and October of each year, commencing July 1, 2004 in an aggregate amount equal to $25,000 on each installment date:

Term B Loan. (Ai) Subject to the terms and conditions hereof, each Term B Loan Lender agrees to make a term loan loans (each a "Term B Loan" and, collectively, the "Term B LoansLoan") on the Closing Date to each Borrower in the amount of that Borrower's Ratable Share of the applicable Term B Loan Lender's Term B Loan CommitmentCommitment on the Effective Date for purpose of funding (i) purchase price and related transaction costs, fees and expenses in connection with the Timken Acquisition and (ii) the fees and expenses owing to the Agent and/or Term B Loan Lenders under this Agreement (items (i) and (ii) collectively, the "Transaction Cost"). To the extent the proceeds of the Term B Loan exceed the Transaction Cost, the Borrower shall use the balance of such proceeds to repay the Revolving Loan which repayment shall be eligible for reborrowing in accordance with the terms of Sections 1.1(a) and 2.2 hereof. The obligations of each Term B Loan Lender hereunder shall be several and not joint. Each such The Term B Loan of each Term B Loan Lender shall be evidenced by a promissory note substantially in the form of Exhibit 1.1(b)(ii1.1(d) (each a "Term B Loan Note" and collectively the "Term B Loan Notes"), and, except as provided in Section 1.12, all of the Borrowers and Borrower shall jointly execute and deliver the each such Term B Loan Note to the applicable Term B Loan Lender on or prior to the Effective Date in principal amount equal to such Term B Loan Lender's Term B Loan Commitment. Each Term B Loan Note shall represent the obligation of each Borrower to pay its Ratable Share of to the applicable Term B Lender's Loan Lender the Term B Loan Commitmentprovided by such Term B Loan Lender, together with interest thereon as prescribed in Section 1.5. The . (ii) Borrower shall repay the Term B Loan in one installment on May 30, 2007. (iii) Notwithstanding the foregoing clause (ii), the aggregate outstanding principal amount balance of the Term B Loan advanced to each Borrower Loan, shall be due and payable in full in immediately available funds on the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant Commitment Termination Date, if not sooner paid in full. No payment with respect to Section 12). Each Borrower's Ratable Share of the Term B Loan Commitment expressed in Dollars and as a percentage of the whole is set forth in Schedule 1.1(b) heretomay be reborrowed. (Biv) Each Borrower shall repay its Ratable Share payment of principal with respect to the Term B-1 Loans in eight (8)) consecutive quarterly installments on B Loan, shall be paid to Agent for the first day of January, April, July and October ratable benefit of each yearTerm B Loan Lender making a Term B Loan, commencing July 1, 2004 ratably in an aggregate amount equal proportion to $25,000 on each installment date:such Term B Loan Lender's respective Term B Loan Commitment.

Term B Loan. (A) Subject to On the terms and conditions hereofClosing Date, each Term B Lender agrees severally agrees, on the terms and conditions set forth in this Agreement, to make a term loan (each a "Term B Loan" andLoan to the Borrower pursuant to such Term B Lender’s Term B Commitment, collectively, the "which Term B Loans": (i) can only be incurred on the Closing Date to each Borrower in the entire amount of that Borrower's Ratable Share of the applicable each Term B Lender's ’s Term B Commitment; (ii) once prepaid or repaid, 30 Credit Agreement may not be reborrowed, (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Term B Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term B Loans made as part of the same Term B Borrowing shall consist of Term B Loans of the same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Term B Lender at the time of incurrence thereof the aggregate principal amount of such Term B Lender’s Term B Commitment, and (B) for all the Term B Lenders at the time of incurrence thereof the Total Term B Loan Commitment. The obligations of Term B Loans to be made by each Term B Lender hereunder shall will be several and not joint. Each made by such Term B Loan shall be evidenced by a promissory note substantially Lender in the form aggregate amount of Exhibit 1.1(b)(ii) (each a "its Term B Note" and collectively the "Commitment in accordance with Section 2.07 hereof. The Term B Notes"), and, except as provided in Section 1.12, all of Commitments shall automatically and immediately terminate after the Borrowers shall jointly execute and deliver the Term B Note to the applicable Term B Lender. Each Term B Note shall represent the obligation of each Borrower to pay its Ratable Share of the applicable Term B Lender's Term B Loan Commitment, together with interest thereon as prescribed in Section 1.5. The aggregate principal amount making of the Term B Loan advanced to each Borrower shall be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant to Section 12). Each Borrower's Ratable Share of the Term B Loan Commitment expressed in Dollars and as a percentage of the whole is set forth in Schedule 1.1(b) heretoLoans. (B) Each Borrower shall repay its Ratable Share of the Term B-1 Loans in eight (8)) consecutive quarterly installments on the first day of January, April, July and October of each year, commencing July 1, 2004 in an aggregate amount equal to $25,000 on each installment date: