Common use of Term Loan B Facility Clause in Contracts

Term Loan B Facility. Each Term Loan B Lender, severally and for itself alone, hereby agrees, on the terms and subject to the terms and conditions set forth in the Incremental Amendment No. 2 to make a loan (each such loan, a “Term Loan B” and collectively, the “Term B Loans”) to U.S. Borrower on the Incremental Amendment No. 2 Effective Date in an aggregate principal amount equal to the Term Loan B Commitment of such Lender. The Term B Loans (i) shall be incurred by U.S. Borrower pursuant to a single drawing, (ii) shall be denominated in Dollars and (iii) shall not exceed for any Lender at the time of incurrence thereof on the Incremental Amendment No. 2 Effective Date that aggregate principal amount which equals the Term Loan B Commitment, if any, of such Lender at such time. Each Lender’s Term Loan B Commitment shall expire immediately and without further action on the Incremental Amendment No. 2 Effective Date, after giving effect to the Term B Loans made thereon. No amount of any Term Loan B which is repaid or prepaid by U.S. Borrower may be reborrowed hereunder. (h) Section 2.9(a)(iii) of the Credit Agreement is hereby amended and restated in its entirety with the below: one or more tranches of additional term B loans (the “Additional Term B Loans,” and together with any Additional Farm Credit Loans and Additional Term A Loans, the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term B Loans would have a Weighted Average Life to Maturity of not less than the Term B Loans with the then longest Weighted Average Life to Maturity and the Farm Credit Loans with the then longest Weighted Average Life to Maturity and a final maturity no earlier than the latest Term Loan B Maturity Date and the latest Farm Credit Loan Maturity Date and/or (i) Section 2.9(a) of the Credit Agreement is hereby amended by adding the below immediately before the last proviso of Section 2.9(a): provided further, that to the extent that the Effective Yield applicable to (x) any Additional Term B Loans exceeds the lowest Effective Yield applicable to any Term B Loans then outstanding under this Agreement prior to giving effect to such Additional Term B Loans by more than 0.50% per annum, then the interest rate or margin applicable to any Term B Loans then outstanding under this Agreement prior to giving effect to such Additional Term B Loans shall be increased to the extent necessary so that the Effective Yield of such existing Term B Loans is equal to the Effective Yield of the Additional Term B Loans, minus 0.50% per annum; provided further, that any existing Lender approached to provide all or a portion of the Additional Facilities may elect or decline, in its sole discretion, to provide such Additional Facilities. (j) The lead in to Section 4.3 of the Credit Agreement is hereby amended by adding “, subject to the requirements of Section 4.3(f),” immediately before “in whole or in part from time to time”. (k) Section 4.3 of the Credit Agreement is hereby amended by deleting the “and” after clause (d), replacing the “.” at the end of clause (e) with “; and” and adding the following as a new clause (f): if, on or prior to the six-month anniversary of the Incremental Amendment No. 2 Effective Date, Crown Holdings, U.S. Borrower or European Borrower (x) prepays, refinances, substitutes or replaces any portion of the Term Loan B Facility in connection with a Term Loan B Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 4.4 that constitutes a Term Loan B Repricing Transaction), or (y) effects any amendment of this Agreement or the Term Loan B Facility resulting in a Term Loan B Repricing Transaction, Crown Holdings, U.S. Borrower or European Borrower, as applicable, shall pay to the Administrative Agent, for the ratable account of each of the Term Loan B Lenders (including any Term B Lender that refuses to consent to any amendment, amendment and restatement or other modification of this Agreement resulting in a Term Loan B Repricing Transaction and is replaced pursuant to Sections 3.7(b)(z) and 12.1(b) in connection with such Term Loan B Repricing Transaction), (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the portion of the Term Loan B Facility so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the portion of the Term Loan B Facility outstanding immediately prior to such amendment. (l) Section 6.8 of the Credit Agreement is hereby amended by adding the below as new clause (d):

Term Loan B Facility. Each Term Loan B Lender, severally and for itself alone, hereby agrees, on the terms (a) Upon and subject to the terms and conditions set forth hereof, each Lender agrees to make available, from time to time, until the applicable Term Loan Commitment Termination Date, for Borrower's use and upon the request of Borrower therefor to Agent, its Pro Rata Share of advances (each, a "Term Loan B ----------- Advance") to finance Eligible Acquisitions. The amount of Term Loan B Advances made to finance any Eligible Acquisition shall equal fifty percent (50%) of the amount of the purchase price financed hereunder; provided, however, that if the -------- ------- full amount of Term Loan A has been advanced hereunder or there is at such time no further availability for funding under the Term Loan A Commitment, the amount of Term Loan B Advances made to finance any Eligible Acquisition may equal up to one hundred percent (100%) of the purchase price being financed hereunder. The aggregate amount of each Lender's Term Loan B Advances shall not at any time exceed its separate Term Loan B Commitment. The obligations of each Lender hereunder shall be several and not joint. Each Term Loan B Advance shall be secured by all of the Collateral. Each Lender's Term Loan B Commitment shall be permanently reduced by the amount of each Term Loan B Advance made by it hereunder, and Borrower may not reborrow any amount repaid with respect to any Term Loan B Advance. (b) Borrower shall give Agent notice of each borrowing, which notice shall be in the Incremental Amendment No. 2 to make a loan (each such loan, a “form of the Notice of Term Loan B” Borrowing. On the dates specified for such borrowing, pursuant to Section 10.8, each Lender shall make ------------ available to Agent such Lender's Pro Rata Share of the Term Loan B Advance or Advances to be made on such date to the Borrower, in immediately available funds. Agent shall notify each other Lender of the consummation of each Eligible Acquisition financed hereby. (c) Borrower shall execute and collectively, deliver to each Lender a note in the “Term B Loans”) to U.S. Borrower on the Incremental Amendment No. 2 Effective Date in an aggregate principal amount equal to of the Term Loan B Commitment of such Lender. The Term B Loans , dated the Closing Date and substantially in the form of Exhibit A-2 (i) shall be incurred by U.S. Borrower pursuant to each, a single drawing"Note B" and, (ii) shall be denominated in Dollars and (iii) shall not exceed for any Lender at ----------- ------ collectively, the time of incurrence thereof on the Incremental Amendment No. 2 Effective Date that aggregate principal amount which equals the Term Loan B Commitment, if any, of such Lender at such time"Note B"). Each Note B shall represent the obligation of ------ Borrower to pay the amount of each Lender’s 's Term Loan B Commitment shall expire immediately and without further action on the Incremental Amendment No. 2 Effective Dateor, after giving effect to the Term B Loans made thereon. No amount of any Term Loan B which is repaid or prepaid by U.S. Borrower may be reborrowed hereunder. (h) Section 2.9(a)(iii) of the Credit Agreement is hereby amended and restated in its entirety with the below: one or more tranches of additional term B loans (the “Additional Term B Loans,” and together with any Additional Farm Credit Loans and Additional Term A Loansif less, the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term B Loans would have a Weighted Average Life to Maturity of not less than the Term B Loans with the then longest Weighted Average Life to Maturity and the Farm Credit Loans with the then longest Weighted Average Life to Maturity and a final maturity no earlier than the latest Term Loan B Maturity Date and the latest Farm Credit Loan Maturity Date and/or (i) Section 2.9(a) of the Credit Agreement is hereby amended by adding the below immediately before the last proviso of Section 2.9(a): provided further, that to the extent that the Effective Yield applicable to (x) any Additional Term B Loans exceeds the lowest Effective Yield applicable to any Term B Loans then outstanding under this Agreement prior to giving effect to such Additional Term B Loans by more than 0.50% per annum, then the interest rate or margin applicable to any Term B Loans then outstanding under this Agreement prior to giving effect to such Additional Term B Loans shall be increased to the extent necessary so that the Effective Yield of such existing Term B Loans is equal to the Effective Yield of the Additional Term B Loans, minus 0.50% per annum; provided further, that any existing Lender approached to provide all or a portion of the Additional Facilities may elect or decline, in its sole discretion, to provide such Additional Facilities. (j) The lead in to Section 4.3 of the Credit Agreement is hereby amended by adding “, subject to the requirements of Section 4.3(f),” immediately before “in whole or in part from time to time”. (k) Section 4.3 of the Credit Agreement is hereby amended by deleting the “and” after clause (d), replacing the “.” at the end of clause (e) with “; and” and adding the following as a new clause (f): if, on or prior to the six-month anniversary of the Incremental Amendment No. 2 Effective Date, Crown Holdings, U.S. Borrower or European Borrower (x) prepays, refinances, substitutes or replaces any portion aggregate amount of the Term Loan B Facility Advances made by such Lender, together with interest thereon as prescribed in connection Section 1.6. The date, amount and ----------- interest rate of each Term Loan B Advance made by each Lender and each payment of principal and interest with respect thereto shall be recorded on the books and records of Agent which books and records shall constitute prima facie ----- ----- evidence of the accuracy of the information therein recorded. (d) The principal of each Term Loan B Advance actually funded by a Term Lender shall be payable in equal consecutive quarterly installments in an amount equal to two percent (2%) of the principal amount of such Term Loan B Advance, each which shall be due commencing on the first day of the calendar quarter immediately following the date of such Term Loan B Advance (provided that the initial quarterly principal installment payment date for the initial Term Loan B Advance hereunder shall be July 1, 1999), and shall continue to be due on the first day of each calendar quarter thereafter, together with a final installment which shall be due on the Term Loan Commitment Termination Date in an amount equal to the entire remaining unpaid principal balance of such Term Loan B Advance. (e) Each payment of principal with respect to the Term Loan B Advances shall be paid to the Agent for the ratable benefit of each Lender making a Term Loan B Repricing Transaction (includingAdvance(s), for the avoidance of doubt, any prepayment made pursuant ratably in proportion to Section 4.4 that constitutes a each such Lender's respective Term Loan B Repricing Transaction), or (y) effects any amendment of this Agreement or the Term Loan B Facility resulting in a Term Loan B Repricing Transaction, Crown Holdings, U.S. Borrower or European Borrower, as applicable, shall pay to the Administrative Agent, for the ratable account of each of the Term Loan B Lenders (including any Term B Lender that refuses to consent to any amendment, amendment and restatement or other modification of this Agreement resulting in a Term Loan B Repricing Transaction and is replaced pursuant to Sections 3.7(b)(z) and 12.1(b) in connection with such Term Loan B Repricing Transaction), (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the portion of the Term Loan B Facility so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the portion of the Term Loan B Facility outstanding immediately prior to such amendmentAdvances. (l) Section 6.8 of the Credit Agreement is hereby amended by adding the below as new clause (d):

Term Loan B Facility. Each Term Loan B Lender, severally and for itself alonenot jointly, hereby agrees, on the terms and subject agrees to the terms and conditions set forth in the Incremental Amendment No. 2 lend to make a loan (each such loan, a “Term Loan B” and collectively, the “Term B Loans”) to U.S. Borrower on the Incremental Amendment No. 2 Effective Date in an aggregate principal amount equal to the Term Loan B Commitment its Pro Rata Share of such Lender. The Term B Loans (i) shall be incurred by U.S. Borrower pursuant to a single drawing, (ii) shall be denominated in Dollars and (iii) shall not exceed for any Lender at the time of incurrence thereof on the Incremental Amendment No. 2 Effective Date that aggregate principal amount which equals the Term Loan B Commitment, if anyas follows: (i) on the Effective Date, its Pro Rata Share (as set forth on Schedule 1.1(A) hereto) of a single advance in a principal amount equal to One Hundred Seventy Million Dollars ($170,000,000), or such lesser amount as may be requested by Borrower, and (ii) from time to time during the Term Loan B Availability Period, its Pro Rata Share (as set forth on Schedule 1.1(B) hereto) of one or more additional advances (each such advance, a “Delayed Draw Advance”) in an aggregate principal amount for all Delayed Draw Advances not to exceed the remaining Twenty Million Dollars ($20,000,000) (the “Delayed Draw Amount”) of the Term Loan B Commitment; provided, for each advance under clauses (i) and (ii) of this Subsection 1.1(B), all conditions precedent set forth in Subsections 7.1 and 7.2 and, with respect to advances under clause (ii) of this Subsection 1.1(B) only, 7.3, are satisfied or waived as provided herein; and provided, further, that each Delayed Draw Advance shall be in a minimum principal amount of $5,000,000. Amounts borrowed under this Subsection 1.1(B) that are repaid or prepaid may not be reborrowed. On the Term Loan A Maturity Date, the Term Loan B Commitment will be increased by Forty Million Dollars ($40,000,000), the Term Loan A will be converted to a Term Loan B borrowing, and the Term Loan A Commitment shall terminate and neither CoBank nor any other Lender at such timeshall have any further obligation to make or maintain Loans under the Term Loan A Commitment. Each As a result of the Term Loan A, which is lent to Borrower solely by CoBank, being converted to a Term Loan B borrowing on the Term Loan A Maturity Date, for the period prior to the Term Loan A Maturity Date, each Lender’s Pro Rata Share of the Term Loan B Commitment shall expire immediately be as set forth on Schedule 1.1(A) hereto, and without further action for the period commencing on the Incremental Amendment No. 2 Effective Date, after giving effect to the Term B Loans made thereon. No amount of any Term Loan B which is repaid or prepaid by U.S. Borrower may be reborrowed hereunder. (h) Section 2.9(a)(iii) of A Maturity Date and terminating on the Credit Agreement is hereby amended and restated in its entirety with the below: one or more tranches of additional term B loans (the “Additional Term B Loans,” and together with any Additional Farm Credit Loans and Additional Term A Loans, the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term B Loans would have a Weighted Average Life to Maturity of not less than the Term B Loans with the then longest Weighted Average Life to Maturity and the Farm Credit Loans with the then longest Weighted Average Life to Maturity and a final maturity no earlier than the latest Term Loan B Maturity Date and the latest Farm Credit Loan Maturity Date and/or (i) Section 2.9(a) of the Credit Agreement is hereby amended by adding the below immediately before the last proviso of Section 2.9(a): provided further, that to the extent that the Effective Yield applicable to (x) any Additional Term B Loans exceeds the lowest Effective Yield applicable to any Term B Loans then outstanding under this Agreement prior to giving effect to such Additional Term B Loans by more than 0.50% per annum, then the interest rate or margin applicable to any Term B Loans then outstanding under this Agreement prior to giving effect to such Additional Term B Loans shall be increased to the extent necessary so that the Effective Yield of such existing Term B Loans is equal to the Effective Yield of the Additional Term B Loans, minus 0.50% per annum; provided further, that any existing Lender approached to provide all or a portion of the Additional Facilities may elect or decline, in its sole discretion, to provide such Additional Facilities. (j) The lead in to Section 4.3 of the Credit Agreement is hereby amended by adding “, subject to the requirements of Section 4.3(f),” immediately before “in whole or in part from time to time”. (k) Section 4.3 of the Credit Agreement is hereby amended by deleting the “and” after clause (d), replacing the “.” at the end of clause (e) with “; and” and adding the following as a new clause (f): if, on or prior to the six-month anniversary of the Incremental Amendment No. 2 Effective Date, Crown Holdings, U.S. Borrower or European Borrower (x) prepays, refinances, substitutes or replaces any portion each Lender’s Pro Rata Share of the Term Loan B Facility in connection with a Term Loan B Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 4.4 that constitutes a Term Loan B Repricing Transaction), or (yCommitment shall be as set forth on Schedule 1.1(B) effects any amendment of this Agreement or the Term Loan B Facility resulting in a Term Loan B Repricing Transaction, Crown Holdings, U.S. Borrower or European Borrower, as applicable, shall pay to the Administrative Agent, for the ratable account of each of the Term Loan B Lenders (including any Term B Lender that refuses to consent to any amendment, amendment and restatement or other modification of this Agreement resulting in a Term Loan B Repricing Transaction and is replaced pursuant to Sections 3.7(b)(z) and 12.1(b) in connection with such Term Loan B Repricing Transaction), (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the portion of the Term Loan B Facility so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the portion of the Term Loan B Facility outstanding immediately prior to such amendmenthereto. (l) Section 6.8 of the Credit Agreement is hereby amended by adding the below as new clause (d):

Term Loan B Facility. Each To the extent there is any Term Loan A Principal Debt outstanding, any Term Loan B Lender, severally and for itself aloneat its option, hereby agreesmay elect not to accept such partial prepayment under this SECTION 3.3 (such Lender being a "DECLINING B LENDER"), on in which event the terms and subject to provisions of the terms and conditions set forth in next sentence shall apply. On the Incremental Amendment No. 2 to make a loan (each such loanprepayment date, a “Term Loan B” and collectively, the “Term B Loans”) to U.S. Borrower on the Incremental Amendment No. 2 Effective Date in an aggregate principal amount equal to that d-699365.10 32 CoorsTek Credit Agreement ------------------------- portion of the prepayment amount available to prepay Term Loan B Commitment of such Lender. The Term Lenders (less any amounts that would otherwise be payable to Declining B Loans (iLenders) shall be incurred by U.S. Borrower pursuant applied ratably to a single drawing, (ii) shall be denominated in Dollars and (iii) shall not exceed for any Lender at the time of incurrence thereof on the Incremental Amendment No. 2 Effective Date that aggregate principal amount which equals the prepay Term Loan B Commitment, if any, of such Lender at such time. Each Lender’s Principal Debt owed to Term Loan B Commitment shall expire immediately Lenders other than Declining B Lenders and without further action on the Incremental Amendment No. 2 Effective Date, after giving effect any amounts that would otherwise have been applied to the Term B Loans made thereon. No amount of any prepay Term Loan B which is repaid or prepaid by U.S. Borrower may Principal Debt owing to Declining B Lenders shall instead be reborrowed hereunder. (h) Section 2.9(a)(iii) of applied to prepay the Credit Agreement is hereby amended and restated in its entirety with the below: one or more tranches of additional term B loans (the “Additional Term B Loans,” and together with any Additional Farm Credit Loans and Additional Term A Loans, the “Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Term Loans made pursuant to Section 2.1(a) under a facility that would provide that the Additional Term B Loans would have a Weighted Average Life to Maturity of not less than the Term B Loans with the then longest Weighted Average Life to Maturity and the Farm Credit Loans with the then longest Weighted Average Life to Maturity and a final maturity no earlier than the latest remaining Term Loan B Maturity Date and the latest Farm Credit Loan Maturity Date and/or (i) Section 2.9(a) of the Credit Agreement is hereby amended by adding the below immediately before the last proviso of Section 2.9(a): provided further, that to the extent that the Effective Yield applicable to (x) any Additional Term B Loans exceeds the lowest Effective Yield applicable to any Term B Loans then outstanding under this Agreement prior to giving effect to such Additional Term B Loans by more than 0.50% per annum, then the interest rate or margin applicable to any Term B Loans then outstanding under this Agreement prior to giving effect to such Additional Term B Loans shall be increased to the extent necessary so that the Effective Yield of such existing Term B Loans is equal to the Effective Yield of the Additional Term B Loans, minus 0.50% per annumA Principal Debt; provided further, that any existing Lender approached to provide all or a portion of the Additional Facilities may elect or decline, upon prepayment in its sole discretion, to provide such Additional Facilities. (j) The lead in to Section 4.3 of the Credit Agreement is hereby amended by adding “, subject to the requirements of Section 4.3(f),” immediately before “in whole or in part from time to time”. (k) Section 4.3 of the Credit Agreement is hereby amended by deleting the “and” after clause (d), replacing the “.” at the end of clause (e) with “; and” and adding the following as a new clause (f): if, on or prior to the six-month anniversary of the Incremental Amendment No. 2 Effective Date, Crown Holdings, U.S. Borrower or European Borrower (x) prepays, refinances, substitutes or replaces any portion full of the Term Loan B Facility in connection with a Term Loan B Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant Principal Debt owing to Section 4.4 that constitutes a Term Loan B Repricing Transaction), or (y) effects any amendment of this Agreement or the Term Loan B Facility resulting in a Term Loan B Repricing Transaction, Crown Holdings, U.S. Borrower or European Borrower, as applicable, shall pay to the Administrative Agent, for the ratable account of each of the Term Loan B Lenders (including other than Declining B Lenders the remainder of any Term B Lender prepayment amount that refuses is to consent be applied to any amendment, amendment and restatement or other modification of this Agreement resulting in a Term Loan B Repricing Transaction and is replaced pursuant Principal Debt shall be applied ratably to Sections 3.7(b)(z) and 12.1(b) in connection with such prepay Term Loan B Repricing Transaction), (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the portion of the Principal Debt owing to Declining B Lenders. Any Term Loan B Facility so prepaidLender may elect not to accept its ratable share of a partial prepayment by giving written notice to the Administrative Agent not later than 11:00 a.m. Dallas, refinanced, substituted or replaced and (II) in Texas time on the case of clause (y), a fee equal to 1.00% of Business Day immediately preceding the aggregate principal amount of the portion of the Term Loan B Facility outstanding immediately prior to such amendmentscheduled prepayment date. (l) Section 6.8 of the Credit Agreement is hereby amended by adding the below as new clause (d):