Common use of Term B Loan Clause in Contracts

Term B Loan. Each Lender which, prior to the Seventh Amendment Effective Date, was a Term B Lender (each an "Original Term B 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 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 loan (each such loan, a "Term B Loan" and 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 terms and subject to 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 other Loan Documents, to make a loan (each such loan, if made, an "Additional Term B Loan" and a "Term B Loan" and collectively the "Additional Term B Loans") during the period from the Seventh Amendment Effective Date until December 15, 2003 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, when 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, the Original Term B Loans and the Additional Term B Loans shall collectively constitute the Term B 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 Additional Term B Loans made on the Additional Term B Borrowing Date or on December 15, 2003 if the Additional Term B Borrowing Date has not occurred on or before such date. No amount of a Term B Loan which is repaid or prepaid by Borrower may be reborrowed hereunder."

Term B Loan. Each Lender which, prior (i) Subject to the Seventh Amendment Effective Date, was a Term B Lender (each an "Original Term B 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 hereof, each Term B Loan Lender agrees to make loans (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 loan (each such loan, a "Term B Loan" and collectively together with the Additional Term B Loans, the "Term B LoansLoan") to Borrower in the amount of the applicable Term B Loan Lender's Term B Loan Commitment 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"). Each Lender with an Additional To the extent the proceeds of the Term B CommitmentLoan exceed the Transaction Cost, severally and the Borrower shall use the balance of such proceeds to repay the Revolving Loan which repayment shall be eligible for itself alone, hereby agrees, on reborrowing in accordance with the terms of Sections 1.1(a) and subject to the conditions set forth in Section 5.3 hereof 2.2 hereof. The obligations of each Term B Loan Lender hereunder shall be several and otherwise set forth herein and in reliance upon the representations and warranties set forth herein and not joint. The Term B Loan of each Term B Loan Lender shall be evidenced by a promissory note substantially in the other Loan Documents, to make a loan form of Exhibit 1.1(d) (each such loan, if made, an "Additional Term B Loan" and a "Term B LoanLoan Note" and collectively the "Additional Term B LoansLoan Notes") during ), and Borrower shall execute and deliver each such Term B Loan Note to the period from applicable Term B Loan Lender on or prior to the Seventh Amendment Effective Date until December 15, 2003 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 such Term B Commitment of such Lender and which, when 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 Lender's Term B Borrowing Date, the Original Loan Commitment. Each Term B Loans and Loan Note shall represent the Additional obligation of Borrower to pay to the applicable Term B Loans shall collectively constitute Loan Lender the Term B Loans and all references to Loan provided by such Term B Loans herein should be deemed to be references to either or bothLoan Lender, together with interest thereon as prescribed in Section 1.5. (ii) Borrower shall repay the context may requireTerm B Loan in one installment on May 30, 2007. (iii) Notwithstanding the foregoing clause (ii), the aggregate outstanding principal balance of the Original Term B Loans or Additional Loan, shall be due and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. No payment with respect to the Term B Loans. Loan may be reborrowed. (iv) Each Lender's Additional payment of principal with respect to the Term B Commitment Loan, shall expire immediately and without further action after giving effect be paid to Agent for the Additional ratable benefit of each Term B Loans made on the Additional Term B Borrowing Date or on December 15, 2003 if the Additional Term B Borrowing Date has not occurred on or before such date. No amount of Loan Lender making a Term B Loan, ratably in proportion to each such Term B Loan which is repaid or prepaid by Borrower may be reborrowed hereunderLender's respective Term B Loan Commitment."

Term B Loan. (i) Each Lender which, prior to the Seventh 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 Seventh First Amendment Effective Date as a loan (each such loan, a "Term B Loan" and 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 terms and subject to the conditions set forth in Section 5.3 hereof 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"”) during on the period from the Seventh First Amendment Effective Date until December 15, 2003 in a single draw (advance to 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 Dollar Commitment of such Lender and which, when aggregated with the Additional Term Loan Commitments of all other Lenders shall not exceed the Maximum Additional Term Loan Commitment AmountLender. From and after the Additional Term B Borrowing First Amendment Effective Date, the Original Term B Dollar Loans and the Additional Term B Dollar Loans shall collectively constitute the be referred to individually as a “Term B Loans Dollar Loan” and collectively as the “Term B Dollar Loans” and all references to Term B Dollar Loans herein should 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 ’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 Additional First Amendment Effective Date. Subject to the terms and conditions hereof, each Term B Borrowing Date or on December 15, 2003 if Euro Lender agrees to make a loan in Euros (the Additional “Term B Borrowing Euro Loans” and, together with the Term B Dollar Loans, the “Term B Loans”) to the Borrower on the Closing Date has not occurred on or before in the aggregate principal amount of such dateLender’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 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 the Borrower pursuant to a single drawing, which shall be on the 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 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 Term B Euro Loans of the same Type."

Term B Loan. Each Lender which, prior (i) Subject to the Seventh Amendment Effective Dateterms and conditions hereof, was a (A) each Existing Term B Lender and Existing Term C Lender party to this Agreement on the Amendment and Restatement Effective Date (each an such Lender, a "Original Rolling Term B Lender") severally and for itself alone, hereby agrees, on agrees to convert (the terms and subject "Existing Term Loan Conversion") its Existing Term Loans into new term B loans under this Agreement in an amount equal to the conditions hereinafter set forth and in reliance upon lesser of (i) the representations and warranties set forth herein and in the other Loan Documents to continue its outstanding principal amount of such Lender's Existing Term Loans or (ii) such Lender's Final Term B Loan Dollar Allocation (in each such loan, an "Original Term B Loan" and collectivelycase, the "Original Converted Term Loans"); (B) each New Term B Dollar Lender agrees to make a new loan in Dollars (the "New Term B Dollar Loans" and, together with the Converted Term Loans, the "Term B Dollar Loans") to the Borrower on the Amendment and after the Seventh Amendment Restatement Effective Date as 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 (each such loan, a the "Term B LoanEuro Loans" and collectively and, together with the Additional Term B Dollar Loans, the "Term B Loans"). Each Lender with an Additional ) to the Borrower on the Amendment and Restatement Effective Date in the aggregate principal amount of such Lender's Term B Euro Commitment. To the extent that the Final Term B Allocation of any Rolling Term Lender is less than the aggregate principal amount of such Lender's existing Term Loans, severally DBTCA hereby irrevocably agrees to purchase at par and for itself alone, assume such Existing Term Loans from such Lender without recourse to such Lender (and such Lender hereby agrees, irrevocably sells and assigns such Loan to DBTCA) effective on the terms Amendment and subject Restatement Effective Date immediately prior to satisfaction of the conditions set forth in Section 5.3 hereof 5.1 hereof. The foregoing purchase and otherwise sale is made subject to the standard terms and conditions for assignment and assumption as set forth herein on Annex 1 to the Assignment and Assumption Agreement. On the Amendment and Restatement Effective Date, DBTCA shall deliver to such Lender in reliance upon immediately available funds 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 Loan" and a "Term B Loan" and collectively the "Additional Term B Loans") during the period from the Seventh Amendment Effective Date until December 15, 2003 in a single draw (the date principal amount of such drawing the "Additional assigned Existing Term B Borrowing Date") to Borrower which is in an aggregate principal amount equal to the Additional Term B Commitment Loans together with accrued interest and fees as of such Lender date. The Borrower, Administrative Agent and which, when aggregated with Lenders acknowledge and agree that on the Additional Term Loan Commitments of all other Lenders shall not exceed the Maximum Additional Term Loan Commitment Amount. From Amendment and after the Additional Term B Borrowing Restatement Effective Date, the Original Term B Loans and the Additional Term B Loans shall collectively constitute the Term B 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 Additional 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 made on the Additional Term B Borrowing Date or on December 15, 2003 if the Additional Term B Borrowing Date has not occurred on or before such dateoutstanding 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 on the Amendment and Restatement Effective Date, (ii) shall be denominated in Dollars, (iii) shall be Base Rate Loans and, except as hereinafter provided, may, at the option of the 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 Dollar Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B 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 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 be incurred by the 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 Term B Euro Loans of the same 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, to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in 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 Dollar Loans made pursuant to Section 2.1(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). 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 Borrower; and (iii) to finance Acquisitions permitted by Section 8.1(a) hereof.

Term B Loan. Subject to all of the terms and conditions hereof, the Lenders severally agree to make a term loan in U.S. Dollars (the "Term B Loan") to the Borrower under the Term Credit in an amount not to exceed their Term B Credit Commitments. Term B Loan shall be disbursed in a single advance made, if at all, on or before June 15, 1998, at which time the commitments of the Lenders to make Term B Loan shall expire. Each Lender which, prior to shall advance a pro rata share of Term B Loan in accordance with the Seventh Amendment Effective Date, was amounts of their respective Term B Percentages. Each Lender's pro rata share of Term B Loan shall be evidenced by a Term B Lender Note of the Borrower (each an "Original Term B 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 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 loan (each such loan, individually a "Term B Loan" and 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 terms and subject to 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 other Loan Documents, to make a loan (each such loan, if made, an "Additional Term B Loan" and a "Term B LoanNote" and collectively the "Additional Term B LoansNotes") during payable to the period from the Seventh Amendment Effective Date until December 15, 2003 in a single draw (the date order of such drawing Lender in the "Additional amount of its pro rata share of Term B Borrowing Date"Loan, each Term B Note to be in the form (with appropriate insertions) attached hereto as Exhibit C. Each Term B Note shall be expressed to Borrower which is mature in twenty-eight (28) installments, commencing on September 30, 1998 and continuing on the last day of each calendar quarter occurring thereafter to and including March 31, 2005 plus the final twenty-eighth installment due on May 31, 2005, with the principal installments on the Term B Notes to aggregate $125,000 per installment through and including June 30, 2003, $3,437,500 per installment thereafter and through and including March 31, 2005 and with the final principal installment on all the Term B Notes to aggregate in an aggregate principal amount equal to the Additional Term B Commitment of such Lender all principal and whichinterest not sooner paid, when aggregated and with the Additional Term Loan Commitments amount of all other Lenders shall not exceed the Maximum Additional Term Loan Commitment Amount. From and after the Additional Term B Borrowing Date, the Original Term B Loans and the Additional Term B Loans shall collectively constitute each installment due on the Term B Loans and all references Note held by each Lender to be equal to such Lender's Term B Loans herein should be deemed to be references to either or both, as the context may require, Percentage 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 Additional Term B Loans made on the Additional Term B Borrowing Date or on December 15, 2003 if the Additional Term B Borrowing Date has not occurred on or before such date. No amount of a Term B Loan which is repaid or prepaid by Borrower may be reborrowed hereunderinstallment."

Term B Loan. Each Lender which, prior to On the Seventh Amendment Effective Closing Date, was a each Term B Lender (each an "Original Term B 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 this Agreement, to continue its make a Term B Loan (each to the Borrower pursuant to such loan, an "Original Term B Loan" and collectively, the "Original Term B Loans") on and after the Seventh Amendment Effective Date as a loan (each such loan, a "Term B Loan" and collectively together with the Additional Term B Loans, the "Term B Loans"). Each Lender with an Additional Lender’s Term B Commitment, severally and for itself alone, hereby agrees, on the terms and subject to 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 other Loan Documents, to make a loan (each such loan, if made, an "Additional Term B Loan" and a "Term B Loan" and collectively the "Additional which Term B Loans": (i) during can only be incurred on the period from Closing Date in the Seventh Amendment Effective Date until December 15, 2003 in a single draw (the date entire amount of such drawing the "Additional each Term B Borrowing Date") to Borrower which is in an aggregate principal amount equal to the Additional Lender’s Term B Commitment Commitment; (ii) once prepaid or repaid, 30 Credit Agreement may not be reborrowed, (iii) may, except as set forth herein, at the option of such Lender the Borrower, be incurred and whichmaintained as, when 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 Dateor Converted into, the Original Term B Loans and the Additional Term B Loans shall collectively constitute the Term B 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 that are Base Rate Loans or Additional Term B Eurodollar Loans. Each Lender's Additional Term B Commitment shall expire immediately and without further action after giving effect to the Additional , in each case denominated in Dollars, provided that all Term B Loans made on as part of the Additional same Term B Borrowing Date or on December 15, 2003 if the Additional shall consist of Term B Borrowing Date has Loans of the same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not occurred on or before such date. No exceed (A) for any Term B Lender at the time of incurrence thereof the aggregate principal amount of a 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 which is repaid or prepaid Commitment. The Term B Loans to be made by Borrower may each Term B Lender will be reborrowed hereundermade by such Term B Lender in the aggregate amount of its Term B Commitment in accordance with Section 2.07 hereof. The Term B Commitments shall automatically and immediately terminate after the making of the Term B Loans."