Contract
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Execution Version WEIL:\98721861\10\35899.0596 ═══════════════════════════════════════ $500,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 1, 2022 among LIVENT CORPORATION and LIVENT USA CORP. as Borrowers THE GUARANTORS PARTY HERETO FROM TIME TO TIME as Guarantors THE LENDERS AND ISSUING BANKS PARTY HERETO and CITIBANK, N.A., as Administrative Agent, * * * CITIBANK, N.A., BOFA SECURITIES, INC., CREDIT SUISSE LOAN FUNDING LLC and SUMITOMO MITSUI BANKING CORPORATION, as Joint Lead Arrangers and as Joint Bookrunners, BANK OF AMERICA, N.A., CREDIT SUISSE LOAN FUNDING LLC, and SUMITOMO MITSUI BANKING CORPORATION, as Co-Syndication Agents, and CITIZENS BANK, N.A., and XXXXXXX XXXXX BANK USA, as Co-Documentation Agents ═══════════════════════════════════════ Exhibit 10.1 WEIL:\98721861\10\35899.0596 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND ACCOUNTING TERMS .............................1 Section 1.01. Certain Defined Terms .............................................................................. 1 Section 1.02. Computation of Time Periods ................................................................. 42 Section 1.03. Accounting Terms and Principles ........................................................... 42 Section 1.04. Certain Terms .......................................................................................... 42 Section 1.05. Times of Day ........................................................................................... 43 Section 1.06. Timing of Payment or Performance ........................................................ 43 Section 1.07. Interpretive Provisions Relating to Divisions ......................................... 43 ARTICLE II AMOUNTS AND TERMS OF THE LOANS...............................44 Section 2.01. The Revolving Loans .............................................................................. 44 Section 2.02. The Letters of Credit ............................................................................... 44 Section 2.03. Fees ......................................................................................................... 45 Section 2.04. Reductions and Increases of the Commitments and Term Loan Tranches .................................................................................................. 46 Section 2.05. Repayment ............................................................................................... 51 Section 2.06. Interest ..................................................................................................... 53 Section 2.07. Interest Rate Determinations ................................................................... 53 Section 2.08. Prepayments ............................................................................................ 54 Section 2.09. Payments and Computations ................................................................... 55 Section 2.10. Taxes ....................................................................................................... 57 Section 2.11. Sharing of Payments, Etc ........................................................................ 60 Section 2.12. Conversion or Continuation of Revolving Loans .................................... 61 Section 2.13. Defaulting Lender ................................................................................... 61 Section 2.14. Acknowledgement and Consent to Bail-In of Affected Financial Institutions ............................................................................................... 64 Section 2.15. Joint and Several Liability of the Borrowers ........................................... 64 Section 2.16. Benchmark Replacement Setting ............................................................ 65 ARTICLE III MAKING THE LOANS AND ISSUING THE LETTERS OF CREDIT ...................................................................................68 Section 3.01. Making the Revolving Loans .................................................................. 68 Section 3.02. Issuance of Letters of Credit ................................................................... 69 Section 3.03. Increased Costs ........................................................................................ 73 ii WEIL:\98721861\10\35899.0596 Section 3.04. Illegality .................................................................................................. 75 Section 3.05. Reasonable Efforts to Mitigate ................................................................ 76 Section 3.06. Right to Replace Affected Person or Lender ........................................... 76 Section 3.07. Use of Proceeds ....................................................................................... 76 ARTICLE IV CONDITIONS ...............................................................................76 Section 4.01. Conditions Precedent to Effective Date .................................................. 76 Section 4.02. Conditions Precedent to Each Borrowing and Letter of Credit Issuance ................................................................................................... 78 ARTICLE V REPRESENTATIONS AND WARRANTIES..............................79 Section 5.01. Corporate Existence; Compliance with Law; No Default ....................... 79 Section 5.02. Corporate Power; Authorization; Enforceable Obligations .................... 80 Section 5.03. Financial Statements ............................................................................... 80 Section 5.04. Material Adverse Change ........................................................................ 80 Section 5.05. Litigation ................................................................................................. 80 Section 5.06. Taxes ....................................................................................................... 81 Section 5.07. Full Disclosure ........................................................................................ 81 Section 5.08. Margin Regulations and Investment Company Act ................................ 81 Section 5.09. ERISA ..................................................................................................... 81 Section 5.10. Environmental Matters ............................................................................ 82 Section 5.11. Ownership of Properties; Liens ............................................................... 82 Section 5.12. Insurance ................................................................................................. 83 Section 5.13. Corporate Structure ................................................................................. 83 Section 5.14. Labor Matters .......................................................................................... 83 Section 5.15. Solvency .................................................................................................. 83 Section 5.16. Status of Loan as Senior Indebtedness .................................................... 83 Section 5.17. No Default or Event of Default ............................................................... 83 Section 5.18. Sanctions ................................................................................................. 83 Section 5.19. Anti-Corruption Laws; Anti-Money Laundering Laws; USA PATRIOT Act ......................................................................................... 84 Section 5.20. Security Interest in Collateral .................................................................. 84 Section 5.21. Not an Affected Financial Institution ...................................................... 84 Section 5.22. Material Agreements ............................................................................... 84 ARTICLE VI COVENANTS OF THE COMPANY ...........................................85 Section 6.01. Financial Covenants ................................................................................ 85 iii WEIL:\98721861\10\35899.0596 Section 6.02. Reporting Covenants ............................................................................... 85 Section 6.03. Affirmative Covenants ............................................................................ 88 Section 6.04. Negative Covenants ................................................................................. 92 ARTICLE VII EVENTS OF DEFAULT .............................................................103 Section 7.01. Events of Default ................................................................................... 103 Section 7.02. Actions in Respect of the Letters of Credit Upon Event of Default; L/C Cash Collateral Account; Investing of Amounts in the L/C Cash Collateral Account; Release ............................................ 105 ARTICLE VIII THE ADMINISTRATIVE AGENT ............................................108 Section 8.01. Authorization and Action ...................................................................... 108 Section 8.02. Xxxxxxxx, Etc.......................................................................................... 108 Section 8.03. The Administrative Agent and their Affiliates as Lenders .................... 109 Section 8.04. Lender Credit Decision ......................................................................... 109 Section 8.05. Indemnification ..................................................................................... 109 Section 8.06. Successor Administrative Agent ........................................................... 110 Section 8.07. No Other Duties, Etc ............................................................................. 110 Section 8.08. Certain ERISA Matters ......................................................................... 110 Section 8.09. Incorrect Payment ................................................................................. 111 ARTICLE IX MISCELLANEOUS ....................................................................114 Section 9.01. Amendments, Etc .................................................................................. 114 Section 9.02. Notices, Etc ........................................................................................... 116 Section 9.03. No Waiver; Remedies ........................................................................... 119 Section 9.04. Costs and Expenses ............................................................................... 119 Section 9.05. Rights of Set-off; Payments Set Aside .................................................. 120 Section 9.06. Binding Effect ....................................................................................... 121 Section 9.07. Assignments and Participations............................................................. 121 Section 9.08. No Liability of the Issuing Banks.......................................................... 126 Section 9.09. Governing Law ...................................................................................... 126 Section 9.10. Execution in Counterparts ..................................................................... 126 Section 9.11. Confidentiality ....................................................................................... 127 Section 9.12. Submission to Jurisdiction; Service of Process ..................................... 127 Section 9.13. WAIVER OF JURY TRIAL ................................................................. 128 Section 9.14. Judgment Currency ............................................................................... 128 Section 9.15. European Monetary Union .................................................................... 129
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iv WEIL:\98721861\10\35899.0596 Section 9.16. USA PATRIOT Act .............................................................................. 129 Section 9.17. Appointment of Livent as Representative ............................................. 129 Section 9.18. Entire Agreement .................................................................................. 129 Section 9.19. No Fiduciary Duty ................................................................................. 130 Section 9.20. Appointment for Perfection ................................................................... 130 Section 9.21. XXXX Events ......................................................................................... 130 Section 9.22. Acknowledgement Regarding any Supported QFCs ............................. 131 Section 9.23. Amendment and Restatement ................................................................ 131 ARTICLE X LOAN GUARANTY ...................................................................132 Section 10.01. Loan Guaranty ....................................................................................... 132 Section 10.02. Authorization; Other Agreements ......................................................... 132 Section 10.03. Loan Guaranty Absolute and Unconditional ......................................... 133 Section 10.04. Waivers.................................................................................................. 134 Section 10.05. Reliance ................................................................................................. 135 Section 10.06. Waiver of Subrogation and Contribution Rights ................................... 135 Section 10.07. Subordination ........................................................................................ 135 Section 10.08. Default; Remedies ................................................................................. 136 Section 10.09. Irrevocability ......................................................................................... 136 Section 10.10. Setoff ..................................................................................................... 136 Section 10.11. No Marshaling ....................................................................................... 136 Section 10.12. Enforcement; Amendments; Waivers ................................................... 136 Section 10.13. Keepwell................................................................................................ 137 v WEIL:\98721861\10\35899.0596 SCHEDULES AND EXHIBITS SCHEDULES Schedule I - Commitments Schedule 5.02 - Consents Schedule 5.13 - Subsidiaries Schedule 5.22 - Material Agreements Schedule 6.03(o) - Post-Closing Deliverables Schedule 6.04(a)(ii) - Existing Debt Schedule 6.04(b)(iii) - Existing Liens Schedule 6.04(d)(ii) - Existing Investments EXHIBITS Exhibit A - Form of Revolving Loan Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Notice of Conversion or Continuation Exhibit C-1 - Form of Assignment and Acceptance Exhibit C-2 - Form of Participation Agreement Exhibit C-3 - Form of New Commitment Acceptance Exhibit D-1 - Form of Perfection Certificate Exhibit D-2 - Form of Perfection Certificate Supplement Exhibit E - Form of Joinder Agreement Exhibit F - Form of Amended and Restated Security Agreement Exhibit G - Form of Compliance Certificate WEIL:\98721861\10\35899.0596 AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 1, 2022, among LIVENT CORPORATION, a Delaware corporation (“Livent”), LIVENT USA CORP., a Delaware corporation (“Lithium Opco”, together with Livent, collectively, the “Borrowers” and, each, a “Borrower”), the Guarantors (as defined below) party hereto from time to time, the lenders and issuing banks listed on the signature pages hereof under the heading “Lenders” (the “Lenders”) and the other Lenders party hereto from time to time, and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders hereunder. WHEREAS, the Borrowers, the Guarantors, the lenders from time to time party thereto and the Administrative Agent are party to that certain Credit Agreement, dated as of September 28, 2018 (as amended by the First Amendment to Credit Agreement, dated as of May 6, 2020, the Second Amendment to Credit Agreement, dated as of August 3, 2020, the Third Amendment to Credit Agreement, dated as of November 5, 2021, and the Fourth Amendment to Credit Agreement, dated as of December 28, 2021, the “Existing Credit Agreement”); and WHEREAS, the Borrowers have requested, among other things, that the Lenders make certain changes to the Existing Credit Agreement as contained herein and amend and restate the Existing Credit Agreement in whole, without constituting a novation. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety without constituting a novation, effective on the Effective Date, as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “Acceptance” means an Assignment and Acceptance or a New Commitment Acceptance. “Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the Stock of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger, amalgamation or consolidation or any other combination with another Person (other than a Person that is a Borrower or a Restricted Subsidiary); provided, that the applicable Borrower or Restricted Subsidiary is the surviving entity. “Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor. 2 WEIL:\98721861\10\35899.0596 “Administrative Agent” has the meaning specified in the introductory paragraph to this Agreement. “Administrative Agent’s Account” means, in respect of any Currency, such account as the Administrative Agent shall designate in a notice to Livent and the Lenders. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affected Person” has the meaning specified in Sections 3.03(e), 3.04 and 3.06. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or that is controlled by or is under common control with such Person, each officer, director, general partner or joint-venturer of such Person, and each Person that is the beneficial owner of 5% or more of any class of Voting Stock of such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. “Agreement” has the meaning specified in the introductory paragraph to this Agreement. “Alternate Currency” means any lawful currency other than Dollars or Euros (approved by the Administrative Agent and each Lender) which is freely transferable into Dollars. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq. “Anti-Money Laundering Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or its Subsidiaries from time to time concerning or relating to money laundering, including the Patriot Act. “Applicable Lending Office” means, with respect to each Lender, and for each Type and Currency of Loan, such Lender’s Domestic Lending Office in the case of a Base Rate Loan or a SOFR Loan and such Xxxxxx’s EURIBOR Lending Office in the case of a EURIBOR Loan. “Applicable Margin” means, as of any date, the applicable margin set forth under the Adjusted Term SOFR/EURIBOR or Base Rate column set forth below, as applicable, based upon Livent’s First Lien Leverage Ratio as of the most recent determination date; provided, that until the delivery to the Administrative Agent, pursuant to Section 6.02(a), of Livent’s annual or quarterly consolidated financial statements and compliance certificate for Livent’s first Fiscal Quarter ending after the Effective Date, the “Applicable Margin” shall be the applicable rate per annum set forth below in Pricing Level I:
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3 WEIL:\98721861\10\35899.0596 Pricing Level First Lien Leverage Ratio Applicable Margin ADJUSTED TERM SOFR LOANS/EURIBOR LOANS Base Rate Loans I ≤ 1.00 to 1.00 1.75% 0.75% II > 1.00 to 1.00 but ≤ 2.00 to 1.00 2.00% 1.00% III > 2.00 to 1.00 but ≤ 3.00 to 1.00 2.25% 1.25% IV > 3.00 to 1.00 2.50% 1.50% For purposes of the foregoing, the Applicable Margin shall be determined as of the end of each Fiscal Quarter of Livent based upon Livent’s annual or quarterly consolidated financial statements and compliance certificate delivered pursuant to Section 6.02(a) each change in the Applicable Margin resulting from a change in the First Lien Leverage Ratio shall be effective three (3) Business Days after the Administrative Agent has received the annual or quarterly consolidated financial statements and compliance certificate delivered pursuant to Section 6.02(a) and shall apply during the period commencing on and including the effective date of such change and ending on the date immediately preceding the effective date of the next such change; provided, that the First Lien Leverage Ratio shall be deemed to be in Pricing Level IV if Livent fails to deliver the annual or quarterly consolidated financial statements or compliance certificate required to be delivered by it pursuant to Section 6.02(a) during the period commencing three (3) Business Days from the expiration of the time for delivery thereof until three (3) Business Days after such consolidated financial statements are delivered. “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “Arrangers” means Citibank, BofA Securities, Inc., Credit Suisse Loan Funding LLC and Sumitomo Mitsui Banking Corporation, in their respective capacities as joint lead arrangers. “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in accordance with Section 9.07 and in substantially the form of Exhibit C-1 hereto. “Available Amount Basket” means, at any date (the “Reference Date”), an amount, not less than zero in the aggregate, determined on a cumulative basis equal to: (a) $25.0 million, plus (b) 50% of Livent’s and its Restricted Subsidiaries Consolidated net income (determined in accordance with GAAP) (or if Consolidated net income (determined in accordance with GAAP) is negative, 100% of such deficit) determined for the period (taken as one accounting period) commencing with the Fiscal Quarter ending on December 31, 2018, plus 4 WEIL:\98721861\10\35899.0596 (c) the cumulative amount of cash and the fair market value of returns (including dividends, interest, distributions, interest payments, returns of principal, repayments, income and similar amounts) received by Livent or any Restricted Subsidiary in respect of any Investments made using the Available Amount Basket during the period from and including the Business Day immediately following the Effective Date through and including the Reference Date, provided, that in no event shall the amount added to the Available Amount Basket pursuant to this clause (c) exceed the original amount of the applicable Investment made using the Available Amount Basket; plus (d) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary of the amount of all Investments in such Unrestricted Subsidiary made using the Available Amount Basket during the period from and including the Business Day immediately following the Effective Date through and including the Reference Date, provided, that in no event shall the amount added to the Available Amount Basket pursuant to this clause (d) exceed the lesser of (i) the original amount of the applicable Investment made using the Available Amount Basket, and (ii) the fair market value at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, minus (e) an amount equal to the sum of (i) Investments made in respect of the Available Amount Basket, plus (ii) Restricted Payments made in respect of the Available Amount Basket, in each case, after the Effective Date and prior to such time or contemporaneously therewith. “Available LC Amount” means, at any time, with respect to any Letter of Credit, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing), provided, that if any Letter of Credit provides for future increases in the maximum amount available to be drawn under such Letter of Credit, then the “Available LC Amount” of such Letter of Credit shall mean, at any time, the maximum amount available to be drawn under such Letter of Credit after taking into account all increases in the availability thereunder. “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.16(d). “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with 5 WEIL:\98721861\10\35899.0596 respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the highest of: (a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as its “base rate”; (b) the Federal Funds Rate plus 1/2 of 1%; and (c) Adjusted Term SOFR for a one-month tenor in effect on such day (including the interest rate floors set forth therein) plus 1%; provided that the Base Rate shall not be less than the Floor. “Base Rate Loan” means a Loan denominated in Dollars which bears interest as provided in Section 2.06(a)(i). “Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”. “Benchmark” means, initially (i) with respect to any amounts denominated in Dollars, the Term SOFR Reference Rate and (ii) with respect to any amounts denominated in Euros, EURIBOR; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate, EURIBOR or the then-current Benchmark for the applicable Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.16(a). “Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrowers as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated in the applicable Currency at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. “Benchmark Replacement Adjustment” means, with respect to any replacement of any then current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant 6 WEIL:\98721861\10\35899.0596 Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Currency at such time. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark for any Currency: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non- representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means, with respect to the then-current Benchmark for any Currency, the occurrence of one or more of the following events with respect to such Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the central bank for the Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
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7 WEIL:\98721861\10\35899.0596 (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Start Date” means, with respect to any Benchmark, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication). “Benchmark Unavailability Period” means, with respect to any then-current Benchmark for any Currency, the period (if any) (a) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16 and (b) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16. “BHC Act Affiliate” means an “affiliate” (as such term is defined under, and interpreted in accordance with 12 U.S.C. 1841(k)) of a party. “Borrowers” has the meaning specified in the introductory paragraph to this Agreement. “Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of a SOFR Borrowing or a EURIBOR Borrowing, having the same Interest Period, made by each of the Lenders pursuant to Section 2.01(a). “Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any EURIBOR Loans, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open. “Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, property by such Person as lessee that would be accounted for as a capital or finance lease on a balance sheet of such Person prepared in conformity with GAAP. “Capital Lease Obligations” means, with respect to any Person, the capitalized amount of all Consolidated obligations of such Person or any of its Subsidiaries under Capital Leases. 8 WEIL:\98721861\10\35899.0596 “Cash Collateralize” means, in respect of an obligation, to provide and pledge (as a first priority perfected security interest) cash collateral in Dollars or Alternate Currency specified by the Administrative Agent, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent (and “Cash Collateral” has the corresponding meaning). “Cash Equivalents” means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within one (1) year from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Xxxxx’x; (c) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within one (1) year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500 million; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Xxxxx’x and (iii) have portfolio assets of at least $5 billion; (f) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Xxxxx’x; and (g) other short-term investments made by Restricted Subsidiaries that are not Domestic Subsidiaries in accordance with normal investment practices for cash management in the relevant jurisdiction in investments of a credit quality and tenor comparable, in each case, in such Restricted Subsidiary’s ordinary course of business, to the foregoing. “Cash Pooling Arrangements” means a deposit account arrangement among a single depository institution, any Borrower and one or more Restricted Subsidiaries involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts with such institution by the Borrower and such Restricted Subsidiaries for cash management purposes and treasury operations in the ordinary course of business. “CFC” means a “controlled foreign corporation” as defined in Section 957 of the Code. 9 WEIL:\98721861\10\35899.0596 “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Change of Control” means the occurrence of any of the following: (a) any Person or group of Persons (within the meaning of the Securities Exchange Act of 1934) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934) of 30% or more of the issued and outstanding Voting Stock of Livent, (b) Livent shall fail to own directly 100% of the issued and outstanding Stock of Lithium Opco or (c) during any period of twenty-four (24) consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of Livent (together with any new directors whose election by the board of directors of Livent or whose nomination for election by the stockholders of Livent was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose elections or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office. “Citibank” means Citibank, N.A., a national banking association, and its successors. “Code” means the Internal Revenue Code of 1986 and the regulations promulgated and rulings issued thereunder. “Collateral” has the meaning given to “Collateral” in the Security Agreement. “Collateral Documents” means collectively, the Security Agreement, each Mortgage, each Intellectual Property Security Agreement (as defined in the Security Agreement), all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by any Borrower or any other Loan Party creating (or purporting to create) a Lien upon Collateral in favor of the Administrative Agent and any supplement or amendment to any of the foregoing delivered to any Administrative Agent pursuant to the terms hereof or any other Loan Document. “Commitment” means, as to any Lender, (a) the Dollar amount set forth opposite its name on Schedule I hereto (it being understood that such Commitment shall also constitute a Commitment with respect to Euros based on the then applicable Dollar Equivalent) or (b) if such Lender has entered into one or more Acceptances, the amount set forth for such Lender in the Register, in each case as the same may be increased or reduced as expressly provided herein (including pursuant to Sections 2.04, 3.06 and 9.07). 10 WEIL:\98721861\10\35899.0596 “Commitment Fee” means, as of any date, the commitment fee set forth below, based upon Livent’s First Lien Leverage Ratio as of the most recent determination date; provided, that until the delivery to the Administrative Agent, pursuant to Section 6.02(a), of Livent’s annual or quarterly consolidated financial statements and related compliance certificate for Livent’s first Fiscal Quarter ending after the Effective Date, the “Commitment Fee” shall be the applicable rate per annum set forth below in Pricing Level I: Pricing Level First Lien Leverage Ratio Commitment Fee I ≤ 1.00 to 1.00 0.25% II > 1.00 to 1.00 but ≤ 2.00 to 1.00 0.30% III > 2.00 to 1.00 but ≤ 3.00 to 1.00 0.35% IV > 3.00 to 1.00 0.40% For purposes of the foregoing, (a) the Commitment Fee shall be determined as of the end of each Fiscal Quarter of Livent based upon Livent’s annual or quarterly consolidated financial statements and compliance certificate delivered pursuant to Section 6.02(a) and each change in the Commitment Fee resulting from a change in the First Lien Leverage Ratio shall be effective three (3) Business Days after the Administrative Agent has received the annual or quarterly consolidated financial statements and compliance certificate delivered pursuant to Section 6.02(a) and shall apply during the period commencing on and including the effective date of such change and ending on the date immediately preceding the effective date of the next such change; provided, that the First Lien Leverage Ratio shall be deemed to be in Pricing Level IV if Livent fails to deliver the annual or quarterly consolidated financial statements or compliance certificate required to be delivered by it pursuant to Section 6.02(a) during the period commencing three (3) Business Days from the expiration of the time for delivery thereof until three (3) Business Days after such consolidated financial statements are delivered. “Compliance Certificate” has the meaning specified in Section 6.02(a)(iii). “Confidential Information” has the meaning specified in Section 9.11. “Conforming Changes” means, with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate” (if applicable), the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 9.04(c) and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the
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11 WEIL:\98721861\10\35899.0596 Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by Consolidated net income (determined in accordance with GAAP) (however denominated) or that are franchise Taxes or branch profits Taxes. “Consolidated” refers to the consolidation of accounts of each Borrower and its Subsidiaries (or Restricted Subsidiaries where applicable) in accordance with GAAP. “Consolidated Total Assets” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the applicable Person at such date. “Constituent Documents” means, with respect to any Person, (a) the articles of incorporation and/or organization, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws, operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election and duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock. “Contaminant” means any material, substance or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any greenhouse gas, petroleum or petroleum-derived substance or waste, asbestos and polychlorinated biphenyls, and any Per- and Polyfluoroalkyl Substances (PFAS). “Continuation”, “Continue” and “Continued” each refer to a continuation of SOFR Loans or EURIBOR Loans for an additional Interest Period pursuant to Section 2.12. “Contractual Obligation” means, as to any Person, any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its tangible or intangible property is bound. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with 12 C.F.R. § 47.3(b), or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning specified in Section 9.22(a). “Conversion”, “Convert” and “Converted” each refer to a conversion of Revolving Loans of one Type into Revolving Loans of the other Type pursuant to Section 2.12. “Convertible Indebtedness” means Indebtedness of Livent (which may be guaranteed by the Guarantors) permitted to be incurred hereunder that is either (a) convertible into common equity of Livent (and cash in lieu of fractional shares) or cash (in an amount determined by reference to the price of such common equity) or (b) sold as units with call options, warrants or 12 WEIL:\98721861\10\35899.0596 rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common equity of Livent or cash (in an amount determined by reference to the price of such common equity). “Currency” means Dollars, Euros or any Alternate Currency. “Customary Permitted Liens” means, with respect to any Person, any of the following Liens: (a) Liens for taxes, assessments, governmental charges, claims or levies in each case that are not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves (in the good faith judgment of the management of the respective Person) have been established; (b) Liens of landlords, liens in favor of utilities and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other liens imposed by law or contract which were incurred in the ordinary course of business and (i) which secure amounts not yet due or (ii)(A) which do not in the aggregate materially detract from the value of such property (other than immaterial property) or materially impair the use thereof in the operation of the business of any Person or (B) which Liens (or the amounts secured thereby) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject to such Lien and with respect to which adequate reserves (in the good faith judgment of the management of the respective Person) have been established; (c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of trade contracts, bids, tenders, statutory and regulatory obligations, sales, contracts (other than for the repayment of borrowed money), performance bonds, bid bonds, appeal bonds, leases, government contracts or customs bonds and other similar obligations incurred in the ordinary course of business; (d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; (e) encumbrances, easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of any Person; (f) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted at such real property; (g) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business; (h) Liens arising from judgments, decrees or attachments and Liens securing appeal bonds arising from judgments, in each case in circumstances not constituting an Event of 13 WEIL:\98721861\10\35899.0596 Default, provided, that no cash or property is deposited or delivered to secure any such judgment or award; (i) Liens encumbering goods under production and arising from progress or partial payments by any Borrower or any of its respective Restricted Subsidiaries relating to the underlying goods; (j) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Borrower or any of its respective Restricted Subsidiaries in the ordinary course of business; (k) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (l) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such Restricted Subsidiary; (m) Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (n) broker’s Liens, bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by each Borrower or any of its Restricted Subsidiaries, in each case, granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, including any such Liens or rights of setoff securing amounts owing in the ordinary course of business to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (o) licenses, sub-licenses and other similar encumbrances incurred in the ordinary course of business that do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of either Borrower or any Restricted Subsidiary; (p) Liens on cash or Cash Equivalents constituting xxxxxxx money deposits made by any Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement for a Permitted Acquisition; (q) non-exclusive licenses of intellectual property granted by the Borrowers or any of their respective Restricted Subsidiaries in the ordinary course of business that do not interfere in any material respect with the ordinary conduct of the businesses of the Borrowers or any of their respective Restricted Subsidiaries; and (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business. “Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. 14 WEIL:\98721861\10\35899.0596 “Default Interest” has the meaning specified in Section 2.06(b). “Default Right” has the meaning assigned to such term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Defaulting Lender” means at any time, subject to Section 2.13(e), (a) any Lender that has failed to comply with its obligations under this Agreement to make a Loan, make a payment to any Issuing Bank in respect of a Letter of Credit, or pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder (each a “Funding Obligation”) within two (2) Business Days of the date such Funding Obligation was required to be funded hereunder unless such Xxxxxx notifies the Administrative Agent and Livent in writing that such failure is the result of such Xxxxxx’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) any Lender that has notified the Administrative Agent, Livent or the Issuing Bank in writing, or has stated publicly, that it does not intend to comply with its Funding Obligations hereunder (unless such writing or public statement relates to such Xxxxxx’s obligation to fund a Loan hereunder and states that such position is based on such Xxxxxx’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) any Lender that has defaulted on its funding obligations under any other loan agreements or credit agreements generally, (d) any Lender that has, for three or more Business Days after written request of the Administrative Agent or Livent, failed to confirm in writing to the Administrative Agent and Livent that it will comply with its prospective funding obligations hereunder (provided, that such Xxxxxx will cease to be a Defaulting Lender pursuant to this clause (d) upon the Administrative Agent’s and Livent’s receipt of such written confirmation), (e) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company or (f) any Lender that has, or has a Parent Company that has, become the subject of a Bail-In Action (provided, in each case, that neither the reallocation of Funding Obligations provided for in Section 2.13 as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated Funding Obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender). Notwithstanding anything to the contrary above, any determination by the Administrative Agent that a Lender is a Defaulting Lender under any of clauses (a) through (e) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.13(e)) upon notification of such determination by the Administrative Agent to Livent, the Issuing Banks and the Lenders. “Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by any Borrower or any of its respective Restricted Subsidiaries in connection with a Disposition made pursuant to Section 6.04(e)(xii) that is designated as “Designated Non-Cash Consideration” on the date received pursuant to a certificate of a responsible officer of Livent setting forth the basis of such fair market value (with the amount of Designated Non-Cash Consideration in respect of any Disposition being reduced for purposes of Section 6.04(e)(xii) upon such Borrower or such Restricted Subsidiary converting the same to cash or Cash Equivalents following the closing of the applicable Disposition). “Disclosure Documents” means Livent’s (i) annual report on Form 10-K for December 31, 2021, (ii) quarterly report on Form 10-Q for March 31, 2022, and (iii) quarterly report on Form 10-Q for June 30, 2022, in each case, together with any amendments thereto filed by Livent with the SEC.
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15 WEIL:\98721861\10\35899.0596 “Disposition” means the sale, transfer, license, lease or other disposition of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. “Documentary Letter of Credit” means any Letter of Credit that is drawable upon presentation of documents evidencing the sale or shipment of goods purchased by any Borrower or any of its respective Restricted Subsidiaries in the ordinary course of its business; provided, that Credit Suisse Loan Funding LLC nor any of its Affiliates shall be required to provide Documentary Letters of Credit. “Dollar Equivalent” means, with respect to any amount denominated in an Alternate Currency, the amount of Dollars that would be required to purchase such amount of such Alternate Currency, based upon the rate at which such Alternate Currency may be exchanged for Dollars (a) in the case of an amount denominated in any Alternate Currency other than Euros, in the London foreign exchange market at approximately 11:00 A.M. London time or (b) in the case of an amount denominated in Euros, in the London foreign exchange market at approximately 10:00 A.M. London time or, at the request of Livent, 11:00 A.M., Brussels time, in each case for delivery two (2) Business Days thereafter; provided, that, solely for purposes of calculating the amount of any fronting fee payable to any Issuing Bank pursuant to Section 2.03(b)(ii) that is otherwise calculated in Euros or the amount of any Reimbursement Obligations owing to any Issuing Bank pursuant to Section 3.02(g) or 3.02(h) in respect of any Letter of Credit denominated in Euros, “Dollar Equivalent” shall be the amount of Dollars that would be required to purchase such amount of Euros, based upon the rate determined by such Issuing Bank through its principal foreign exchange trading office at approximately 11:00 A.M. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made. “Dollar Revolving Loan” has the meaning specified in Section 2.01(a). “Dollars” and “$” mean lawful money of the United States of America. “Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” in its administrative questionnaire delivered to the Administrative Agent or in the Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to Livent and the Administrative Agent. “Domestic Subsidiary” means any Subsidiary of any Borrower organized under the laws of any state of the United States of America or the District of Columbia or any entity disregarded for U.S. tax purposes wholly owned by any Borrower or a Domestic Subsidiary. “EBITDA” means, with respect to Livent and its Restricted Subsidiaries, for any period, (a) Consolidated net income (determined in accordance with GAAP) for such period, plus, without duplication and to the extent deducted from revenues in determining Consolidated net income (determined in accordance with GAAP) for such period, the sum of: (i) the aggregate amount of interest expense for such period; 16 WEIL:\98721861\10\35899.0596 (ii) the aggregate amount of income and franchise tax expense for such period; (iii) all amounts attributable to depreciation and amortization for such period; (iv) all other non-cash charges and non-cash losses for such period; (v) all Non-Recurring Items for such period; (vi) all fees, expenses and charges incurred in connection with or arising as a result of any proposed or actual acquisitions, investments, asset sales or divestitures; and minus, without duplication and to the extent added to revenues in determining Consolidated net income (determined in accordance with GAAP) for such period, (b) the sum of: (i) all non-recurring non-cash gains during such period; (ii) the amount of cash used during such period to the extent charged against Consolidated net income (determined in accordance with GAAP) in a different period (excluding any item under clause (a)(vi) above); and (iii) the amount of cash used during such period relating to a Non-Recurring Item, all as determined on a consolidated basis with respect to Livent and its Restricted Subsidiaries in accordance with GAAP. For the purposes of calculating EBITDA for any period, if during such period Livent or any of its Restricted Subsidiaries shall have made a material Acquisition, EBITDA for such period shall be calculated after giving pro forma effect thereto as if such material Acquisition occurred on the first day of such period. “ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Effective Date” has the meaning specified in Section 4.01. 17 WEIL:\98721861\10\35899.0596 “Eligible Assignee” means a Lender and any Affiliate of such Lender or any other Person approved in writing by the Administrative Agent, the Issuing Banks (to the extent an assignment relates to Revolving Loans and related Commitments) and Livent (in the case of Livent, such approval not to be unreasonably withheld, delayed or conditioned); provided, that none of the following shall be an Eligible Assignee: (a) any natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (b) any Borrower or any Affiliates of such Borrower or (c) any Defaulting Lender. “EMU” means economic and monetary union as contemplated in the Treaty on European Union. “EMU Legislation” means legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency (whether known as the euro or otherwise), being in part the implementation of the third stage of EMU. “Environmental Law” means any federal, state or local law, rule, regulation, order, writ, judgment, injunction, decree, determination or award relating to the environment, health, safety or hazardous materials, including the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Clean Air Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and Health Act and Regulation (EC) No. 1907/2006 – Registration, Evaluation, Authorization and Restrictions of Chemicals. “Environmental Liabilities and Costs” means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute and whether arising under any Environmental Law, Permit, order or agreement with any Governmental Authority or other Person, in each case relating to any environmental, health or safety condition or to any Release or threatened Release and resulting from the past, present or future operations of, or ownership of property by, such Person or any of its Subsidiaries. “Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. “ERISA Affiliate” means any Person, trade or business (whether or not incorporated) who for purposes of Title IV of ERISA is a member of any Borrower’s controlled group, or is treated as a “single employer” within the meaning of Section 414(b) or 414(c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. “ERISA Event” means, with respect to any Person, (a) the occurrence of a reportable event, within the meaning of Section 4043(b) or (c) of ERISA, with respect to any Plan of such Person or any of its ERISA Affiliates unless the thirty (30) day notice requirement with 18 WEIL:\98721861\10\35899.0596 respect to such event has been waived by the PBGC; (b) the provision by the administrator of any Plan of such Person or any of its ERISA Affiliates of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA with respect to a termination described in Section 4041(c)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (c) the cessation of operations at a facility of such Person or any of its ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA; (d) the complete or partial withdrawal by such Person or any of its ERISA Affiliates from a Plan or Multiemployer Plan subject to Section 4063 of ERISA Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (e) the failure by such Person or any of its ERISA Affiliates to make any payment or contribution to a Plan required under the minimum funding standards of ERISA; (f) a determination that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA or Section 430 of the Code); (g) the institution by the PBGC of proceedings to terminate a Plan of such Person or any of its ERISA Affiliates, pursuant to Section 4042 of ERISA; or (h) any other event or condition with respect to a Plan that could result in the liability of any Borrower or ERISA Affiliate. “Erroneous Payment” has the meaning specified in Section 8.09(a). “Erroneous Payment Deficiency Assignment” has the meaning specified in Section 8.09(d)(i). “Erroneous Payment Impacted Class” has the meaning specified in Section 8.09(d)(i). “Erroneous Payment Return Deficiency” has the meaning specified in Section 8.09(d)(i). “Erroneous Payment Subrogation Rights” has the meaning specified in Section 8.09(e). “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “EURIBOR” means, for any Interest Period, the rate per annum appearing on the applicable Bloomberg screen (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the Euro interbank market, the “Screen Rate”) as the Euro interbank offered rate administered by the European Money Markets Institute (or any other Person which takes over administration of that rate) for deposits in Euros at approximately 11:00 A.M. (Brussels time) on the second TARGET Day immediately preceding the first day of such Interest Period, for a term comparable to such Interest Period; provided that if EURIBOR as so determined shall ever be less than the Floor, then EURIBOR shall be deemed to be the Floor; provided further, that if the applicable Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to the relevant currency, then EURIBOR shall be the Interpolated Rate at such time. “EURIBOR Lending Office” means, with respect to any Lender, the office of such Lender specified as its “EURIBOR Lending Office” in its administrative questionnaire delivered to the Administrative Agent or in the Acceptance pursuant to which it became a Lender (or, if no
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19 WEIL:\98721861\10\35899.0596 such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the Administrative Agent. “EURIBOR Loan” means a Loan denominated in Euros which bears interest as provided in Section 2.06(a)(iii). “EURIBOR Reserve Percentage” of any Lender for any Interest Period for any EURIBOR Loan means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period. “Euro” means the single currency of Participating Member States of the European Union. “Euro Revolving Loan” has the meaning specified in Section 2.01(a). “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. “Events of Default” has the meaning specified in Section 7.01. “Excluded Domestic Holdco” means a Domestic Subsidiary that has no material assets other than Stock (and, if applicable, Stock and Indebtedness) of one or more Excluded Foreign Subsidiaries described in clause (a) of the definition of “Excluded Foreign Subsidiary.” “Excluded Foreign Subsidiary” means a Foreign Subsidiary which is (a) a CFC that has not guaranteed or pledged any of its assets to secure, or with respect to which there shall not have been pledged two-thirds or more of the voting Stock to secure, any Indebtedness (other than the Loans) of a Loan Party or any other Subsidiary of Livent which is a United States person within the meaning of Section 7701(a)(30) of the Code, or (b) a Foreign Subsidiary owned by a Foreign Subsidiary described in clause (a). “Excluded Hedging Contract” means, with respect to any Guarantor, any Hedging Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Hedging Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Hedging Obligation. If a Hedging Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. “Excluded Subsidiary” means each Excluded Domestic Holdco and each Excluded Foreign Subsidiary. 20 WEIL:\98721861\10\35899.0596 “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Livent under Section 3.06) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.10, amounts with respect to such Taxes were payable either to such Xxxxxx's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.10(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. “Existing Credit Agreement” has the meaning assigned to such term in the preliminary statements to this Agreement. “Existing Obligations” has the meaning assigned to such term in Section 9.23. “Facility” means the Commitments and the provisions herein relating to the Revolving Loans and Letters of Credit. “Factoring or Receivables Transaction” means (a) any transaction or series of transactions that may be entered into by any Person pursuant to which such Person may directly or indirectly sell, convey or otherwise transfer Receivables to any buyer, purchaser or lender of interests in Receivables, including any factoring agreement, discounting arrangement or similar transaction, and (b) any transaction or series of transactions that may be entered into by any Person pursuant to which such Person may directly or indirectly sell, convey or otherwise transfer Receivables to another Person, or may grant a security interest in, any Receivables of such Person, and any assets related thereto including all collateral securing such Receivables, proceeds of such Receivables and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Receivables. “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three 21 WEIL:\98721861\10\35899.0596 federal funds brokers of recognized standing selected by it; provided, that the Federal Funds Rate shall not be less than zero. “Fee Letter” means that certain Fee Letter in respect of the Facility, dated as of August 1, 2022, between Livent and Citigroup Global Markets Inc. “Final Maturity Date” means the date that is five (5) years after the Effective Date (or if such day is not a Business Day, the immediately preceding Business Day). “Financial Covenant Debt” of any Person means Indebtedness of the type specified in clauses (a), (b), (c), (d), (e), (f), (g) and (h) of the definition of “Indebtedness”; provided, however, that (a) in the case of clause (c), such obligations shall be included in this definition of Financial Covenant Debt only to the extent such obligations are in respect of unreimbursed drawings under letters of credit, and (b) any obligations supported by a Letter of Credit shall not, to the extent so supported, be included in this definition of Financial Covenant Debt. “First Lien Leverage Ratio” means, with respect to Livent and its Restricted Subsidiaries on a Consolidated basis as of any date, the ratio of (a) Financial Covenant Debt as of such date that is secured by a Lien on any asset or property of Livent or its Restricted Subsidiaries on a pari passu or senior basis with the Loans and the Commitments, minus the amount of cash and Cash Equivalents that are or would be included on a balance sheet of Livent and its Restricted Subsidiaries as of such date to the extent such cash and Cash Equivalents is not or would not be listed as “restricted” on such balance sheet in accordance with GAAP to (b) EBITDA for the last four Fiscal Quarters ending on or before such date. “Fiscal Quarter” means each of the three- (3) month periods ending on March 31, June 30, September 30 and December 31. “Fiscal Year” means the twelve- (12) month period ending on December 31. “Flood Insurance” means, for any Material Real Property (including any personal property Collateral located on such Material Real Property) located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance reasonably satisfactory to the Administrative Agent, in either case, that (a) meets the requirements of FEMA and any other applicable federal agencies, (b) includes a deductible not to exceed $50,000 and (c) has a coverage amount equal to the lesser of (i) the insurable value of the buildings and any personal property Collateral located on the Material Real Property as determined by the Administrative Agent or (ii) the maximum policy limits set under the National Flood Insurance Program. “Flood Insurance Requirements” means, with respect to any Mortgages, Administrative Agent shall have received: (i) evidence as to whether the applicable Material Real Property is located in a Special Flood Hazard Area pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and (ii) if such Material Real Property is located in a Special Flood Hazard Area, (A) evidence as to whether the community in which such Material Real Property is located is participating in the National Flood Insurance Program, (B) the applicable Loan Party’s written acknowledgment of receipt of written notification from Administrative Agent as to the fact that such Material Real Property is located in a Special Flood Hazard Area and as to whether the community in which such Material Real Property is located is participating in the National Flood Insurance Program and (C) copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration 22 WEIL:\98721861\10\35899.0596 page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to Administrative Agent and naming Administrative Agent as sole loss payee on behalf of the Secured Parties in the amounts required by an applicable Requirement of Law. “Floor” means a rate of interest equal to 0.0%. “Foreign Currency Equivalent” means, with respect to any amount in Dollars, the amount of an Alternate Currency that could be purchased with such amount of Dollars using the reciprocal of foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined by the Administrative Agent. “Foreign Lender” means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code. “Foreign Subsidiary” means any Subsidiary of Livent that is not a Domestic Subsidiary. “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, except that, with respect to the determination of compliance by the Borrowers with the covenants set forth in Section 6.01, “GAAP” shall mean such principles in the United States of America as in effect as of the date of, and used in, the preparation of the audited combined financial statements of Livent referred to in Section 5.03. “Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, including any central bank and any supra-national bodies (such as the European Union or the European Central Bank). “Granting Lender” has the meaning specified in Section 9.07(a). “Guarantee” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring the Guarantee is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments outside of the ordinary course of business, if required, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement described under clause (b)(i), (ii),
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23 WEIL:\98721861\10\35899.0596 (iii), (iv) or (v) above the primary purpose or intent thereof is to provide assurance that Indebtedness of another Person will be paid or discharged, that any agreement relating thereto will be complied with or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof. The amount of any Guarantee shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported. “Guarantied Obligations” has the meaning specified in Section 10.01(a). “Guarantor” means (a) each of Livent’s Wholly-Owned Subsidiaries which is a Material Domestic Subsidiary (other than Lithium Opco) and (b) each Borrower (other than as to its direct obligations); provided, that subject to any administrative requirements of the Administrative Agent and the Lenders (including with respect to any “know your client” or similar requirements), Livent may elect to add additional Domestic Subsidiaries as Guarantors so long as each such added Guarantor complies with Section 6.03(m) of this Agreement as if it were a newly acquired Wholly-Owned Subsidiary that is a Material Domestic Subsidiary at the time of such designation. “Hedging Contracts” means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements, and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices. “Hedging Obligation” means, with respect to any Person any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder. Notwithstanding anything to the contrary in the foregoing, any Permitted Bond Hedge Transaction, any Permitted Warrant Transaction, and any obligations thereunder, in each case, shall not constitute Hedging Obligations. “Immaterial Domestic Subsidiary” means, as of any date, any Domestic Subsidiary of Livent (a) having total assets of less than 5.0% of Consolidated Total Assets of Livent and its Restricted Subsidiaries, and (b) the contribution to EBITDA of which does not exceed 5.0% of EBITDA of Livent and its Restricted Subsidiaries, in each case, as of the last day of the most recent Fiscal Year for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.02(a)(ii); provided, that (i) the Consolidated Total Assets of all Immaterial Domestic Subsidiaries shall not exceed 7.5% of Consolidated Total Assets of Livent and its Material Domestic Subsidiaries at any time, and (ii) the contribution to EBITDA of all Immaterial Domestic Subsidiaries shall not exceed 7.5% of EBITDA of Livent and its Material Domestic Subsidiaries at any time. “Increase Date” has the meaning specified in Section 2.04(b)(ii). “Increase Notice” has the meaning specified in Section 2.04(b)(ii). “Increase Notice Date” has the meaning specified in Section 2.04(b)(ii). “Increasing Lender” means, in connection with any increase in the aggregate amount of the Commitments pursuant to Section 2.04(b), a Lender whose Commitment is increased pursuant to Section 2.04(b)(vi). 24 WEIL:\98721861\10\35899.0596 “Incremental Term Loan Amendment” has the meaning specified in Section 2.04(c)(vii). “Incremental Term Loan Commitments” has the meaning specified in Section 2.04(c)(i). “Incremental Term Loan Facility” has the meaning specified in Section 2.04(c)(i). “Incremental Term Loan Facility Date” has the meaning specified in Section 2.04(c)(ii). “Incremental Term Loan Facility Notice” has the meaning specified in Section 2.04(c)(ii). “Incremental Term Loan Facility Notice Date” has the meaning specified in Section 2.04(c)(ii). “Indebtedness” of any Person means, as of any date of determination, without duplication, (a) indebtedness of such Person for borrowed money; (b) all obligations of such Person evidenced by notes, bonds (other than surety and performance bonds, which are covered in clause (c) below), debentures or similar instruments or that bear interest; (c) all reimbursement and other obligations with respect to letters of credit, bankers’ acceptances, surety bonds and performance bonds, whether or not matured; (d) all indebtedness for the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business that are not overdue; (e) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (f) all Capital Lease Obligations of such Person and the present value of future rental payments under all synthetic leases; (g) all Guarantees of such Person; (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Stock or Stock Equivalents of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends; (i) all net obligations payable by such Person in respect of Hedging Contracts of such Person; and 25 WEIL:\98721861\10\35899.0596 (j) all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and general intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. “Indemnified Party” has the meaning specified in Section 9.04(b). “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrowers under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. “Interest Coverage Ratio” means, with respect to Livent and its Restricted Subsidiaries on a Consolidated basis for any period, the ratio of EBITDA for such period to Net Consolidated Interest Expense for such period. “Interest Income” means, with respect to any Person, on a Consolidated basis for any period, total interest income for such period on a Consolidated basis in conformity with GAAP. “Interest Period” means, with respect to each SOFR Loan and EURIBOR Loan, the period commencing on the date of such SOFR Loan and EURIBOR Loan and ending one, three or six calendar months thereafter (in each case, subject to the availability for the interest rate applicable to the relevant Currency), as any Borrower (on its own behalf and on behalf of the other Borrower) may, upon notice received by the Administrative Agent not later than 11:00 A.M. on the third U.S. Government Securities Business Day or the third Business Day, as applicable, prior to the first day of such Interest Period, select; provided, that: (a) the Borrowers may not select any Interest Period that ends after the Final Maturity Date; (b) Interest Periods commencing on the same date for Revolving Loans comprising part of the same Borrowing shall be of the same duration; (c) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a SOFR Loan or a EURIBOR Loan, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; (d) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (e) no tenor that has been removed from this definition pursuant to Section 2.16(d) shall be available for specification in such Notice of Revolving Loan Borrowing or Notice of Conversion or Continuation. “Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance. 26 WEIL:\98721861\10\35899.0596 “Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate for the longest period (for which that Screen Rate is available in the relevant currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available in the relevant currency) that exceeds the Impacted Interest Period, in each case, at such time; provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “Investment” means, with respect to any Person, (a) any purchase or other acquisition by such Person of (i) any security issued by, (ii) a beneficial interest in any security issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by such Person of all or a significant part of the assets of a business conducted by any other Person, or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, (c) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items made or incurred in the ordinary course of business as presently conducted) or capital contribution by such Person to any other Person, including all Indebtedness of any other Person to such Person arising from a sale of property by such Person other than in the ordinary course of its business, and (d) any Guarantees incurred by such Person in respect of Indebtedness of any other Person. “IRS” means the United States Internal Revenue Service. “Issue” means, with respect to any Letter of Credit, to issue, extend the expiry of or increase the maximum amount (including by deleting or reducing any scheduled decrease in such maximum amount) of, such Letter of Credit. The terms “Issued” and “Issuance” shall have a corresponding meaning “Issuing Bank” means each Lender or Affiliate of a Lender that (a) is listed on the signature pages hereof as an “Issuing Bank” or (b) hereafter becomes an Issuing Bank with the approval of the Administrative Agent and Livent by agreeing pursuant to an agreement with and in form and substance satisfactory to the Administrative Agent and Livent to be bound by the terms hereof applicable to Issuing Banks. “Joinder Agreement” has the meaning specified in Section 6.03(m)(i). “JV Investment” has the meaning specified in Section 6.04(d)(xi). “JV Investment Basket” has the meaning specified in Section 6.04(d)(xi). “L/C Cash Collateral Account” has the meaning specified in Section 7.02(b). “L/C Cash Collateral Account Collateral” has the meaning specified in Section 7.02(b). “L/C Cash Collateral Account Investments” has the meaning specified in Section 7.02(c). “L/C Cash Collateral Account Obligations” has the meaning specified in Section 7.02(e)(i).
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27 WEIL:\98721861\10\35899.0596 “Leaseholds” of any Person means all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures. “Lender Insolvency Event” shall mean that (a) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company. Notwithstanding anything to the contrary above, a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Stock in such Lender or its Parent Company by any Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. “Lenders” means the Lenders listed on the signature pages hereof and each Eligible Assignee that shall become a party hereto pursuant to Section 9.07 and shall include the Issuing Banks. “Letter of Credit” has the meaning specified in Section 2.02. “Letter of Credit Commitment” means, as to any Issuing Bank, (a) the Dollar amount set forth opposite its name on Schedule I hereto or (b) such other amount as agreed to by the Issuing Bank and Livent. “Letter of Credit Loan” means a payment by an Issuing Bank of a drawing under any Letter of Credit pursuant to Section 3.02 or, without duplication, a payment by a Lender in respect thereof pursuant to Section 3.02. “Letter of Credit Obligations” means, at any time, the aggregate of all liabilities at such time of the Borrowers to all Issuing Banks with respect to Letters of Credit, whether or not any such liability is contingent, including, without duplication, the sum of (a) the Reimbursement Obligations in respect of the Letters of Credit at such time and (b) Available LC Amount at such time. “Letter of Credit Reimbursement Agreement” has the meaning specified in Section 3.02(d). “Letter of Credit Request” has the meaning specified in Section 3.02(b). “Letter of Credit Sub-Facility” has the meaning specified in Section 2.02. “Letter of Credit Sublimit” has the meaning specified in Section 2.02. “Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, lien (statutory or other), intellectual property license, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment of any Indebtedness or the performance of any other obligation, including any conditional sale or other title retention agreement, the interest 28 WEIL:\98721861\10\35899.0596 of a lessor under a Capital Lease and any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction naming the owner of the asset to which such Xxxx relates as debtor. “Lithium Opco” has the meaning specified in the introductory paragraph to this Agreement. “Livent” has the meaning specified in the introductory paragraph to this Agreement. “Livent’s Accountants” means KPMG LLP or other independent nationally- recognized public accountants acceptable to the Administrative Agent. “Livent’s Business” means Livent’s business of developing, manufacturing and/or selling, and providing research and development, marketing and/or other services and support for, lithium products and related organic and inorganic materials and any business reasonably related, incidental, complementary or ancillary thereto, as further detailed in the Disclosure Documents. “Loan Documents” means this Agreement, each Note, each Letter of Credit, the Collateral Documents, the Perfection Certificate, any Perfection Certificate Supplement and each certificate, agreement, instrument or document executed by a Loan Party and delivered to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing, including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party. “Loan Guaranty” means Article X (Loan Guaranty) of this Agreement. “Loan Parties” means each Borrower and each Guarantor and their respective successors and assigns. “Loans” means all Revolving Loans and all Letter of Credit Loans. “Local Time” means, with respect to any Loan denominated, or any payment to be made, in Dollars, New York City time, and with respect to any Loan denominated, or any payment to be made, in an Alternate Currency, the local time in the Principal Financial Center for such Alternate Currency. “Margin Regulations” means, collectively, Regulations T, U and X, as from time to time in effect, and any regulation replacing the same, of the Board of Governors of the Federal Reserve System, or any successor thereto. “Material Adverse Change” means a material adverse change in any of (a) the business, condition (financial or otherwise), operations or properties of Livent and its Subsidiaries taken as a whole, (b) the legality, validity or enforceability of any Loan Document, (c) the ability of the Loan Parties to repay the Obligations or to perform their respective obligations under the Loan Documents or (d) the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents. 29 WEIL:\98721861\10\35899.0596 “Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a Material Adverse Change. “Material Contract” means (a) Agreement, dated as of February 21, 1991, as amended, among the Province of Catamarca, Argentina, FMC Corporation and Minera del Altiplano S.A., as such agreement may be further amended, restated, amended and restated or otherwise modified from time to time, and (b) all contracts or agreements the loss of which could reasonably be expected to result in a Material Adverse Effect on any Borrower or any of its respective Restricted Subsidiaries. “Material Domestic Subsidiary” means any Domestic Subsidiary of Livent that is not an Immaterial Domestic Subsidiary. “Material Real Property” means (a) the North Carolina Facility, and (b) any parcel of Real Property owned in fee by any Loan Party and acquired after the Effective Date by such Loan Party having a fair market value in excess of $10 million. “Mine OpCo” means (a) Minera del Altiplano S.A., a corporation formed under the laws of Argentina, which is involved in lithium mining and processing in Argentina and (b) any Subsidiary of Livent to which the assets of such Person are transferred at any point. “Mine OpCo Group Member” means (a) Mine OpCo, (b) any other Restricted Subsidiary that owns substantially all or a material portion of the assets of Mine OpCo owned on the Effective Date and (c) any direct or indirect parent or holding company of Mine OpCo or such other Restricted Subsidiary (other than Livent). “Moody’s” means Xxxxx’x Investors Service, Inc., or any successor by merger or consolidation to its business. “Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by any Loan Party in favor or for the benefit of the Administrative Agent on behalf of the Secured Parties creating and evidencing a Lien on Material Real Property in form and substance reasonably satisfactory to the Administrative Agent and any other mortgage executed and delivered pursuant to Section 6.03(m), in each case, as the same may from time to time be amended, restated, supplemented or otherwise modified. “Mortgage Requirements” means, with respect to any Material Real Property, (i) provision of (a) a policy or policies of title insurance together with customary endorsements requested by Administrative Agent issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a first priority Lien on the Material Real Property described therein free of any other Liens other than those permitted by this Agreement, (b) a Mortgage executed by the applicable Loan Party in recordable form and otherwise in form and substance reasonably acceptable to Livent and the Administrative Agent, (c) a UCC fixture filing and (d) an ALTA survey which shall include all endorsements and certifications requested by Administrative Agent, (ii) recording of such Mortgage in the land records of the county in which such Material Real Property to be so encumbered is located and the filing of the UCC fixture filing, (iii) the Flood Insurance Requirements and (iv) a local counsel opinion as to the enforceability of such Mortgage in the state in which the Material Real Property described in such Mortgage is located in form and substance reasonably acceptable to the Administrative Agent. 30 WEIL:\98721861\10\35899.0596 “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. “National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that, among other things, mandates the purchase of flood insurance to cover real property improvements and contents located in Special Flood Hazard Areas in participating communities and may provide protection to property owners through a federal insurance program. “Net Consolidated Interest Expense” means, for any Person for any period, Consolidated interest expense for such period less the sum of (a) amortization of debt discount and premium for such period and (b) Interest Income for such period. “New Commitment Acceptance” means a New Commitment Acceptance executed and delivered by a New Lender, and accepted by the Administrative Agent, in accordance with Section 9.07 and in substantially the form of Exhibit C-3 hereto. “New Lender” means, for purposes of Sections 2.04(b), 2.04(c), and 9.07(c), an Eligible Assignee, approved by the Administrative Agent and the Issuing Banks (which approval shall not be unreasonably withheld), that Livent has requested to become a Lender hereunder pursuant to said Section 2.04(b) or 2.04(c), as applicable. “North Carolina Facility” means those parcels of real property located in Xxxxxx County, North Carolina, and owned by Lithium Opco in fee simple as listed on Schedule 5(a) of the Perfection Certificate executed and delivered by the Loan Parties as of the Effective Date. “Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders in accordance with the terms of Section 9.01 and (b) has been approved by the Required Lenders. “Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender. “Non-Recurring Items” means, to the extent reflected in the determination of Consolidated net income (determined in accordance with GAAP) for any period, provisions for restructuring, discontinued operations, special reserves or other similar charges, including write- downs or write-offs of assets (other than write-downs resulting from foreign currency translations). “Note” means a Revolving Loan Note. “Notice of Borrowing” has the meaning specified in Section 3.01(a). “Obligations” means principal of and interest on the Loans made by each Lender to, and the Notes held by each Lender of, each Borrower (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and all accrued and unpaid fees and all expenses (including fees and expenses accruing during the pendency of any bankruptcy, insolvency, reorganization or other similar proceeding, regardless of whether allowed or allowable in such proceeding), reimbursements, indemnities and all other advances to, debts, liabilities and
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31 WEIL:\98721861\10\35899.0596 obligations of the Loan Parties, including any obligations owed pursuant to a Loan Guaranty by a Loan Party, to the Lenders or to any Lender, the Administrative Agent, any Issuing Bank or any indemnified party arising under the Loan Documents in respect of any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to become due, now existing or hereafter arising, and any Erroneous Payment Subrogation Rights. “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). “Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, that is the direct or indirect parent of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the Stock of such Lender. “Participant” has the meaning specified in Section 9.07(f). “Participant Register” has the meaning specified in Section 9.07(f). “Participating Member State” means each state so described in any EMU Legislation. “Participation Agreement” means a loan participation agreement in substantially the form of Exhibit C-2 hereto. “Patriot Act” has the meaning specified in Section 9.16. "Payment Recipient" has the meaning assigned to such term in Section 8.09(a). “PBGC” means the Pension Benefit Guaranty Corporation or any successor. “Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”. “Perfection Certificate” means that certain perfection certificate in the form of Exhibit D-1 to be executed and delivered by the Loan Parties, as it may be supplemented from time to time by a Perfection Certificate Supplement or otherwise. 32 WEIL:\98721861\10\35899.0596 “Perfection Certificate Supplement” means a perfection certificate supplement in the form of Exhibit D-2 to be executed and delivered by the Loan Parties, or any other form approved by the Administrative Agent “Permit” means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under an applicable Requirement of Law. “Permitted Acquisition” means any Acquisition in which each of the following conditions is satisfied: (a) the Person or business which is the subject of such Acquisition is in a similar or complementary line of business as those of Livent and its Restricted Subsidiaries on the Effective Date or in a business reasonably related, incidental or ancillary thereto; (b) all governmental, corporate and material third-party approvals and consents necessary in connection with such Acquisition shall have been obtained and be in full force and effect; (c) if acquiring a Person, unless such Person is contemporaneously merged with and into Lithium OpCo or a Restricted Subsidiary of Livent, such Person becomes a Wholly- Owned Subsidiary of Livent and, simultaneously with such Acquisition, a Loan Party to the extent required by Section 6.03(m), with such Person’s Stock being pledged as Collateral to the extent required by Section 6.03(m); (d) such Acquisition shall be consummated in accordance with the terms of the purchase or acquisition agreement executed in connection therewith and with all other material agreements, instruments and documents implementing such Acquisition and in compliance with applicable law and regulatory approvals; (e) no Default or Event of Default shall have occurred and be continuing or would result therefrom and all representations and warranties contained in the Loan Documents shall be true and correct in all material respects on the date of the consummation of such Acquisition, except to the extent that any such representation or warranty specifically refers to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (f) after giving effect to such Acquisition (including the incurrence, assumption or acquisition of any Indebtedness in connection therewith), Livent shall be in pro forma compliance (as if such Acquisition had been consummated at the beginning of such period) with Section 6.01(a). “Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on Livent’s common stock (or other securities or property following a merger event, reclassification or other change of the common stock of Livent) purchased by Livent in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by Livent from the sale of any related Permitted Warrant Transaction, does not exceed the net cash proceeds received by Livent or any other Loan Party from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction. 33 WEIL:\98721861\10\35899.0596 “Permitted Factoring or Receivables Transaction” means one or more Factoring or Receivables Transactions, but for those Factoring or Receivables Transactions that result in Indebtedness, only to the extent that the aggregate outstanding principal amount of such Indebtedness in relation thereto does not exceed $100 million. “Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on Livent’s common stock (or other securities or property following a merger event, reclassification or other change of the common stock of Livent) sold by Livent in connection with and substantially concurrently with any purchase by Livent of a related Permitted Bond Hedge Transaction. “Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, limited liability company, joint venture or other entity, or a government or any political subdivision or agency thereof. “Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(2) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA. “Principal Financial Center” means, in the case of any Currency, the principal financial center of the country of issue of such Currency, as determined by the Administrative Agent. “property” or “properties” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. “Proposed Aggregate Commitment Increase” has the meaning specified in Section 2.04(b)(i). “Proposed Increased Commitment” has the meaning specified in Section 2.04(b)(iv). “Proposed Existing Lender Incremental Term Loan Commitment” has the meaning specified in Section 2.04(c)(iv). “Proposed New Commitment” has the meaning specified in Sections 2.04(b)(iii). “Proposed New Lender Incremental Term Loan Commitment” has the meaning specified in Section 2.04(c)(iii). “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exception may be amended from time to time. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 34 WEIL:\98721861\10\35899.0596 “QFC Credit Support” has the meaning specified in Section 9.22. “Qualified ECP Guarantor” means, in respect of any Hedging Obligation, each Loan Party that has total assets exceeding $10 million at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Hedging Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Quarterly Dates” means the first Business Day of each April, July, October and January, commencing on the first such date to occur after the Effective Date. “Receivable” means (a) a right to receive payment arising from the sale or lease of goods or services by a Person to another Person and (b) a right to receive payment arising under a bank acceptance draft or similar payment instrument issued by a bank in connection with the purchase of goods or services by a Person to another Person. “Recipient” means (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank, as applicable. “Reference Date” has the meaning specified in the definition of “Available Amount Basket”. “Register” has the meaning specified in Section 9.07(d). “Reimbursement Date” has the meaning specified in Section 3.02(g). “Reimbursement Obligations” means all matured reimbursement or repayment obligations of the Borrowers to any Issuing Bank with respect to amounts drawn under Letters of Credit. “Related Party” has the meaning specified in Section 9.04(b). “Real Property” of any Person shall mean all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds and surface rights. “Release” means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Contaminant into the indoor or outdoor environment or into or out of any property owned by such Person, including the movement of Contaminants through or in the air, soil, surface water, ground water or property. “Relevant Governmental Body” means (i) with respect to a Benchmark or Benchmark Replacement in respect of any Benchmark applicable to Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto, and (ii) with respect to a Benchmark Replacement for any Benchmark applicable to a currency other than Dollars, (a) the central bank for the applicable currency or any central bank or other supervisor which is
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35 WEIL:\98721861\10\35899.0596 responsible for supervising (1) such Benchmark or Benchmark Replacement for such currency or (2) the administrator of such Benchmark or Benchmark Replacement for such currency or (b) any working group or committee officially endorsed or convened by: (1) the central bank for such currency, (2) any central bank or other supervisor that is responsible for supervising either (x) such Benchmark or Benchmark Replacement for such currency or (y) the administrator of such Benchmark or Benchmark Replacement for such currency, or (3) the Financial Stability Board, or a committee officially endorsed or convened by the Financial Stability Board, or any successor thereto. “Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Contaminant in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release so that a Contaminant does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care. “Required Lenders” means Lenders having more than 50% of the aggregate amount of the Commitments or, if the Commitments shall have terminated, Lenders holding more than 50% of the sum of (a) the aggregate unpaid principal amount of the Loans, plus (b) the aggregate Available LC Amount of all Letters of Credit (computed, in the case of Loans denominated in an Alternate Currency and Letters of Credit denominated in Euros, as the Dollar Equivalent thereof, as determined by the Administrative Agent); provided, that, for purposes hereof, neither any Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Loans or Available LC Amount of Letters of Credit or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Loans or Available LC Amount of Letters of Credit or the total Commitments. For purposes of this definition, (A) the Available LC Amount of each Letter of Credit and the outstanding amount of each Letter of Credit Loan shall be considered to be owed to the Lenders ratably according to the amounts of their respective Revolving Loan Notes and Commitments (less, in the case of any Lender which is a Defaulting Lender as a result of a breach of its obligations under Section 3.02(c), the amount in respect of which such Lender is in default) and (B) the unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time in accordance with the second paragraph of Section 9.01. “Requirement of Law” means, with respect to any Person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Stock in or any of its respective Restricted Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Stock in or any of its respective Restricted Subsidiaries or any option, warrant or other right to acquire any such Stock in or any of its respective Restricted Subsidiaries. 36 WEIL:\98721861\10\35899.0596 “Restricted Subsidiary” means any Subsidiary of any of Livent (including Lithium Opco) other than an Unrestricted Subsidiary. “Revolving Loan” means a Dollar Revolving Loan or a Euro Revolving Loan. “Revolving Loan Note” means a promissory note of a Borrower payable to the order of any Lender, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Revolving Loans made by such Lender to such Borrower. “Revolving Loan Outstandings” means, at any time, the then aggregate outstanding principal amount of all Revolving Loans (which shall be, in the case of Revolving Loans denominated in a Currency other than Dollars, the Dollar Equivalent thereof at such time). “S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., or any successor by merger or consolidation to its business. “Sanctioned Country” means a country or territory that is subject or the target of a sanctions program administered or enforced by OFAC, the European Union, Her Majesty’s Treasury of the United Kingdom or the United Nations Security Council (at the time of this Agreement, the so - called Donetsk People’s Republic, the so- called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea and Syria). “Sanctioned Person” means a Person that is the subject or target of Sanctions, including (a) an entity that is directly or indirectly controlled or owned 50% or more by the government of a Sanctioned Country, (b) a Person located, organized, or resident in a Sanctioned Country, to the extent the target of Sanctions or (c) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the European Union, Her Majesty’s Treasury of the United Kingdom, or the United Nations Security Council. Any Person directly or indirectly controlled or owned 50 percent or more by any Sanctioned Person is also a Sanctioned Person. “Sanctions” means economic sanctions administered or enforced by OFAC, the U.S. Department of State, the European Union, Her Majesty’s Treasury of the United Kingdom, or the United Nations Security Council. “SEC” means the United States Securities and Exchange Commission. “Secured Obligations” means all Obligations, together with all (a) obligations owing to any Person under any Specified Cash Management Agreement and (b) Hedging Obligations owing to any Person that, in each case under clauses (a) or (b), as applicable, at the time of entering into such arrangement with a Loan Party or any Restricted Subsidiary, was the Administrative Agent, a Lender or an Affiliate thereof; provided, that (i) with respect to such Hedging Obligations, to the extent designated by Livent in a written statement (including by way of email) to the Administrative Agent as constituting Secured Obligations (provided, that, a single notice with respect to a specified Hedging Contract may designate all transactions thereunder as being Secured Obligations, without the need for separate notices for each individual transaction thereunder) and (ii) the definition of “Secured Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Hedging Contract of such Guarantor for purposes of determining any obligations of any Guarantor. 37 WEIL:\98721861\10\35899.0596 “Secured Parties” means the Administrative Agent, each Lender, each Issuing Bank, each provider under a Specified Cash Management Agreement, each counterparty to a Hedging Contract and each other provider of Secured Obligations as permitted pursuant to the definition thereof. “Security Agreement” means that certain Amended and Restated Pledge and Security Agreement, substantially in the form attached hereto as Exhibit F, appropriately completed, to be entered into among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the other Secured Parties, and any other pledge agreement or security agreement entered into, after the date of this Agreement by any Loan Party (as required by this Agreement or any other Loan Document), each as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing. “SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate”. “SPC” has the meaning specified in Section 9.07(a). “Special Flood Hazard Area” means an area that FEMA has designated as an area subject to special flood hazards, the current standard for which is at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year, as per the applicable flood maps. “Specified Cash Management Agreement” means any agreement providing for treasury, depositary, cash management or commercial, credit or debit card services, including in connection with any automated clearing house transactions, controlled disbursements, return items, overdrafts, interstate depository network services or any similar transactions between any Person (or guaranteed by any Person) and any other Person that (a) was a Lender (or any affiliate thereof) at the time such agreement was entered into or (b) with respect to any such agreement in effect as of the Effective Date, is, as of the Effective Date or within ninety (90) days thereafter, a Lender or an affiliate of such a Lender. Such designation shall not create in favor of such Lender or affiliate of a Lender any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party hereunder or under any Collateral Document. “Standby Letter of Credit” means any Letter of Credit that is not a Documentary Letter of Credit. “Stock” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting. 38 WEIL:\98721861\10\35899.0596 “Stock Equivalent” means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable. “Subsidiary” of any Person means any corporation, partnership, limited liability company, joint venture, trust or estate of which more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, limited liability company or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries. “Subsidiary Redesignation” has the meaning specified in the definition “Unrestricted Subsidiary.” “Supported QFC” has the meaning specified in Section 9.22. “TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, reasonably determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euros. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Termination Date” means the earlier of (a) the date of termination in whole of the Commitments pursuant to the second sentence of Section 2.04(a), pursuant to Section 2.08(b) or pursuant to Section 7.01, or (b) the Final Maturity Date. “Term SOFR” means, (a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and (b) for any calculation with respect to an Base Rate Loans on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such
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[Signature Page to Livent A&R Credit Agreement] The Guarantors LIVENT ASIA-PACIFIC, INC. By: Name: Xxxxxx Xxxxx Title: President LIVENT OVERSEAS LTD. By: Name: Xxxxxx Xxxxx Title: President LIVENT QUEBEC HOLDINGS LLC By: Name: Xxxxxxxx Xxxxxxxxxx Title: Vice President and Chief Financial Officer LIVENT LITHIUM LLC By: Name: Xxxxxx Xxxxxxxxx Title: President Xxxxxxxx Xxxxxxxxxx (Aug 31, 2022 09:08 EDT) [Signature Page to Livent A&R Credit Agreement] The Guarantors LIVENT ASIA-PACIFIC, INC. By: Name: Xxxxxx Xxxxx Title: President LIVENT OVERSEAS LTD. By: Name: Xxxxxx Xxxxx Title: President LIVENT QUEBEC HOLDINGS LLC By: Name: Xxxxxxxx Xxxxxxxxxx Title: Vice President and Chief Financial Officer LIVENT LITHIUM LLC By: Name: Xxxxxx Xxxxxxxxx Title: President Xxxxxx Xxxxx (Aug 31, 2022 09:51 EDT) Xxxxxx Xxxxx (Aug 31, 2022 09:51 EDT) [Signature Page to Livent A&R Credit Agreement] The Guarantors LIVENT ASIA-PACIFIC, INC. By: Name: Xxxxxx Xxxxx Title: President LIVENT OVERSEAS LTD. By: Name: Xxxxxx Xxxxx Title: President LIVENT QUEBEC HOLDINGS LLC By: Name: Xxxxxxxx Xxxxxxxxxx Title: Vice President and Chief Financial Officer LIVENT LITHIUM LLC By: Name: Xxxxxx Xxxxxxxxx Title: President Xxxxxx Xxxxxxxxx (Aug 31, 2022 21:29 GMT+8) [Signature Page to Livent A&R Credit Agreement] CITIBANK, N.A., as Administrative Agent, a Lender and an Issuing Bank By: Name: Xxxxxxx Xxxxxxxxx Title: Vice President
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[Signature Page to Livent Credit Agreement] BANK OF AMERICA, N.A., as a Lender and an Issuing Bank By: Name: Xxxx Xxxxxxx Title: Director [Signature Page to Livent Credit Agreement] CREDIT SUISSE AG, NEW YORK BRANCH, as a Lender and an Issuing Bank By: Name: X. Xxxxxx Xxxxxxx Title: Authorized Signatory By: Name: Xxxxxxx Xxxxxxxxxxxxx Title: Authorized Signatory
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[Signature Page to Livent Credit Agreement] XXXXXXX SACHS BANK USA, as a Lender By: Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory [Signature Page to Livent Credit Agreement] Confidential SANTANDER BANK, N.A., as a Lender By: Name: Xxx Xxx Title: Managing Director WEIL:\98787426\3\35899.0596 Schedule I Commitments Lender Revolving Loan Commitment Letters of Credit Commitment Citibank, N.A. $75,000,000 $12,500,000 Bank of America, N.A. $75,000,000 $12,500,000 Credit Suisse AG, New York Branch $75,000,000 $12,500,000 Sumitomo Mitsui Banking Corporation $75,000,000 $12,500,000 Citizens Bank, N.A. $60,000,000 N/A Xxxxxxx Xxxxx Bank USA $60,000,000 N/A JPMorgan Chase Bank, N.A. $40,000,000 N/A Santander Bank, N.A. $40,000,000 N/A TOTAL $500,000,000 $50,000,000
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WEIL:\98787426\3\35899.0596 Schedule 5.02 Consents None. WEIL:\98787426\3\35899.0596 Schedule 5.13 Subsidiaries Borrower/Subsidiary Number of Shares Class of Stock Certificate Numbers(s) Relationship to Borrowers/Borrowers Subsidiaries Type of Entity Jurisdiction of Issuer Type of Subsidiary Livent Corporation 100 Common stock N/A Borrower Corporation Delaware N/A Livent USA Corp. 100 Common stock N/A 100% owned by Livent Corporation Corporation Delaware N/A Livent Asia-Pacific, Inc. 100 Common stock N/A 100% owned by Livent Corporation Corporation Delaware Material Domestic Subsidiary Livent Overseas Ltd. 100 Common stock N/A 100% owned by Livent Corporation Corporation Delaware Material Domestic Subsidiary Livent Lithium LLC Sole Member LLC interests N/A 100% owned by Livent Singapore Pte. Ltd. Limited liability company Delaware Material Domestic Subsidiary Livent Quebec Holdings LLC Sole Member LLC interests N/A 100% owned by Livent USA Corp. Limited liability company Delaware Material Domestic Subsidiary WEIL:\98787426\3\35899.0596 Borrower/Subsidiary Number of Shares Class of Stock Certificate Numbers(s) Relationship to Borrowers/Borrowers Subsidiaries Type of Entity Jurisdiction of Issuer Type of Subsidiary Livent Lithium UK Limited 4,005,429 Ordinary shares of £0.10 each No. 3 35.66% owned by Livent Switzerland GmbH Private company limited by shares United Kingdom Restricted Subsidiary Livent Lithium UK Limited 7,226,833 Ordinary shares of £0.10 each No. 4 64.34% owned by Livent Corporation Private company limited by shares United Kingdom Restricted Subsidiary Buli Chemicals India Private Limited 1 Equity shares N/A 0.01% owned by Livent Corporation Private company limited by shares India Restricted Subsidiary Buli Chemicals India Private Limited 46,925,999 Equity shares N/A 99.99% owned by Livent USA Corp. Private company limited by shares India Restricted Subsidiary Livent Foreign HoldCo B.V. 100 Equity shares, nominal amount €1 per share N/A 100% owned by Livent Corporation Private limited liability company Netherlands Restricted Subsidiary Livent Switzerland GmbH 210 Quotas N/A 100% owned by Livent Foreign HoldCo B.V. Gesellschaft mit beschränkter Haftung Switzerland Restricted Subsidiary WEIL:\98787426\3\35899.0596 Borrower/Subsidiary Number of Shares Class of Stock Certificate Numbers(s) Relationship to Borrowers/Borrowers Subsidiaries Type of Entity Jurisdiction of Issuer Type of Subsidiary Livent Singapore Pte. Ltd. 61,150,100 Ordinary N/A 100% owned by Livent Lithium UK Holdings Limited Company limited by shares Singapore Restricted Subsidiary Livent Japan G.K. 427,960 Equity interest N/A 100% owned by Livent USA Corp. Godo Kaisha Japan Restricted Subsidiary MDA Lithium Holdings LLC 100 Membership units N/A 100% owned by Livent Switzerland GmbH Limited liability company Delaware Restricted Subsidiary Livent Lithium (Zhangjiagang) Co., Ltd. N/A Equity interest N/A 100% owned by Livent Singapore Pte. Ltd. Wholly foreign- owned enterprise China Restricted Subsidiary Minera del Altiplano SA 5,224,987,814 Class B shares N/A 95.00% owned by MDA Lithium Holdings LLC Private company Argentina Restricted Subsidiary Minera del Altiplano SA 275,255,912 Class B shares N/A 5.00% owned by Livent Switzerland GmbH Private company Argentina Restricted Subsidiary Lithium Corporation of Europe Limited 1 Ordinary shares of £1 each N/A 100% owned by Livent Lithium UK Limited Private limited Company United Kingdom Restricted Subsidiary
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WEIL:\98787426\3\35899.0596 Borrower/Subsidiary Number of Shares Class of Stock Certificate Numbers(s) Relationship to Borrowers/Borrowers Subsidiaries Type of Entity Jurisdiction of Issuer Type of Subsidiary Livent Lithium (GY) Limited 17,500,000 Common Stock par value .0010 Canadian Dollar N/A 100% owned by Livent Quebec Holdings LLC Non Cellular Company Guernsey Restricted Subsidiary Quebec Lithium Partners (UK) Limited 15,000,000 Ordinary shares N/A 50% owned by Livent USA Corp. Private limited company United Kingdom Restricted Subsidiary Quebec Lithium Partners (UK) Limited 15,000,000 Ordinary shares N/A 50% owned by Livent Lithium (GY) Limited Private limited company United Kingdom Restricted Subsidiary Lithium USA Holding LLC Sole Member LLC interests N/A 100% owned by Livent Foreign Holdco B.V. Limited liability company Delaware Restricted Subsidiary Lithium Cayman LLP Limited Partner Capital Contributions N/A 99.99% owned by Livent Foreign HoldCo B.V. Limited liability partnership Cayman Islands Restricted Subsidiary Lithium Cayman LLP General Partner Capital Contributions N/A 0.01% owned by Lithium USA Holding LLC Limited liability partnership Cayman Islands Restricted Subsidiary Livent Lithium UK Holdings Limited 2,104,000,001 Ordinary Shares N/A 100% owned by Lithium Cayman LLP Private limited company United Kingdom Restricted Subsidiary WEIL:\98787426\3\35899.0596 Borrower/Subsidiary Number of Shares Class of Stock Certificate Numbers(s) Relationship to Borrowers/Borrowers Subsidiaries Type of Entity Jurisdiction of Issuer Type of Subsidiary Livent UK Pension Plan Limited 100 Ordinary Shares N/A 100% owned by Livent Lithium UK Limited Private limited company United Kingdom Restricted Subsidiary Livent Korea LLC 100,000,000 Won Capital Contribution N/A 100% owned by Livent Lithium UK Limited Limited liability company Republic of Korea Restricted Subsidiary WEIL:\98787426\3\35899.0596 Schedule 5.22 Material Contracts 1. Agreement, dated as of February 21, 1991, as amended, by and among the Province of Catamarca, Argentina, FMC Corporation and Minera del Altiplano S.A., as such agreement may be further amended, restated, amended and restated or otherwise modified from time to time, as assigned (regulating the relationship between the parties and authorizing FMC Corporation to conduct the exploration and development of the mining claims situated in the mineral deposit known as the Salar del Hombre Muerto located in the Province of Catamarca, Argentina). WEIL:\98787426\3\35899.0596 Schedule 6.03(o) Post-Closing Deliverables 1. Within ninety (90) days of the Effective Date (or such longer period as the Administrative Agent may reasonably agree), Livent shall, with respect to the North Carolina Facility, deliver: a. a Mortgage as to the North Carolina Facility, in form and substance satisfactory to Administrative Agent, with evidence that (A) counterparts of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding UCC or equivalent fixture filing (if applicable) are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary in order to create a valid and subsisting Lien on the Nin favor of the Administrative Agent for the benefit of the Secured Parties, (B) such Mortgage and any corresponding UCC or equivalent fixture filings have been duly recorded or filed, as applicable, and (C) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; b. a fully paid lender’s policy of title insurance (the “Mortgage Policy”) in an amount reasonably acceptable to the Administrative Agent (not to exceed the fair market value of the North Carolina Facility covered thereby (as reasonably determined by Livent) issued by a nationally recognized title insurance company in the applicable jurisdiction that is reasonably acceptable to the Administrative Agent, insuring the Mortgage as having created a valid subsisting first-priority Lien on the real property described therein, subject only to Permitted Liens, together with such customary endorsements, zoning and survey related coverage (including a zoning report), coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent the same are available in the applicable jurisdiction; c. customary legal opinions of counsel to the relevant Loan Party in the jurisdiction in which the North Carolina Facility is located, and if applicable, in the jurisdiction of formation of the owner of the North Carolina Facility, in each case as the Administrative Agent may reasonably request; and d. an ALTA survey and appraisal; provided that the Administrative Agent may in its reasonable discretion accept any such existing appraisal or certificate so long as such existing appraisal satisfies any applicable Requirements of Law, and the ALTA survey shall be certified to the Administrative Agent, in form and substance reasonably acceptable to the title company for purposes of obtaining the issuance of the title endorsements and coverage reasonably required by the Administrative Agent in connection therewith; and e. “Life-of-Loan” flood certifications under Regulation H of the Board of Governors of the Federal Reserve System of the United States of America, together with notices of determination executed by the owner of the North Carolina Facility and evidence of federal or private flood insurance, together with copies of the insurance certificates and policies therefor, for any improvements, including contents thereof, located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide
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WEIL:\98787426\3\35899.0596 hazards, in an insured amount not less than the replacement cost thereof, and reflecting the Administrative Agent as the mortgagee/loss payee. 2. Within thirty (30) days of the Effective Date (or such longer period as the Administrative Agent may reasonably agree), Livent shall deliver, or cause to be delivered, to the Administrative Agent an executed deposit account control agreement with respect to the Citibank, N.A. accounts listed on Schedule 2 of the Security Agreement, signed by Citibank, N.A. and Livent Lithium LLC, in form and substance reasonably satisfactory to the Administrative Agent. WEIL:\98787426\3\35899.0596 Schedule 6.04(a)(ii) Existing Debt Livent Corporation 1. 4.125% Convertible Senior Note due 2025, by Livent Corporation, in the initial principal amount of $225,000,000. 2. 4.125% Convertible Senior Note due 2025, by Livent Corporation, in the initial principal amount of $20,750,000. Quebec Lithium Partners (UK) Limited 1. Deferred Payment Note, dated November 26, 2020, by Xxxxxxx Xxxxxxx Shawinigan Transformation Inc. in favor of OMF (Cayman) Co-VII Ltd., in the initial principal amount of $12,500,000, assigned to Quebec Lithium Partners (UK) Limited on December 1, 2020. 2. Promissory Note, dated as of November 26, 2020, by Xxxxxxx Xxxxxxx Shawinigan Transformation Inc. in favor of OMF (Cayman) Co-VII Ltd., in the initial principal amount of $28,443,950, guaranteed 50% by Quebec Lithium Partners (UK) Limited pursuant to that certain Limited Recourse Guarantee, dated as of November 26, 2020. WEIL:\98787426\3\35899.0596 Schedule 6.04(b)(iii) Existing Liens None. WEIL:\98787426\3\35899.0596 Schedule 6.04(d)(ii) Existing Investments 1. Promissory Note from FMC Switzerland IV GmbH to Livent Corporation in the aggregate principal amount of $6,499,028 (USD), amended 6/30/2020. 2. Intercompany Loan Agreement from Livent Corporation to FMC Chemicals Limited in the aggregate principal amount of £6,625,914 (GBP). 3. Intercompany Loan Agreement from FMC Lithium USA Corp to FMC Lithium Singapore Pte. Ltd. in the aggregate principal amount of $50,000,000 (USD). 4. Intercompany Loan Agreement from FMC Lithium USA Corp to FMC Switzerland IV GmbH in the aggregate principal amount of $2,000,000 (USD). 5. Intercompany Loan Agreement from FMC Lithium USA Corp to FMC Lithium Foreign HoldCo B.V. in the aggregate principal amount of $6,000,000 (USD), amended on 03/01/2019. 6. Intercompany Loan Agreement from FMC Lithium USA Corp to Minera del Altiplano S.A. in the aggregate principal amount of $75,000,000 (USD), executed on 02/03/2020, amended 6/30/2021. 7. Offer Framework Agreement for Deferred Payment Agreement from FMC Lithium USA Corp to Minera del Altiplano SA in the aggregate principal amount of $130,000,000 (USD), executed on 08/21/2020 8. Revolving Credit Facility from Livent Lithium LLC to Livent Singapore Pte. Ltd. up to $180,000,000 (USD), executed on 6/15/2022. 9. Intercompany Loan Agreement from FMC Lithium Singapore Pte. Ltd. to Minera del Altiplano S.A. in the aggregate principal amount of $70,000,000 (USD). 10. Intercompany Loan Agreement from FMC Lithium Singapore Pte. Ltd. to Minera del Altiplano S.A. in the aggregate principal amount of $30,000,000 (USD). 11. Intercompany Loan Agreement from FMC Lithium Singapore Pte. Ltd. to FMC Specialty Chemicals (Zhangjiagang) Co. Ltd. in the aggregate principal amount of $70,000,000 (USD). 12. Intercompany Loan Agreement from FMC Lithium Singapore Pte. Ltd. to Minera del Altiplano S.A. in the aggregate principal amount of $75,000,000 (USD). 13. Intercompany Loan Agreement from Lithium Cayman LLP to Lithium USA Holding LLC in the aggregate principal amount of $201,400 (USD). 14. Intercompany Loan Agreement from Livent Singapore Pte. Ltd. to Minera del Altiplano S.A. in the aggregate principal amount of $5,000,000 (USD).
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WEIL:\98740446\6\35899.0596 The undersigned hereby certifies that the following statements are true on the date hereof and shall be true on the Funding Date both before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom: A. the representations and warranties set forth in the Loan Documents are true and correct in all material respects (except any representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the Funding Date, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent such representations and warranties that, by their terms, refer to a date other than the date of the Proposed Borrowing, in which case such representations and warranties shall have been true and correct as of such earlier date; and B. no event has occurred and is continuing, or would result from the Proposed Borrowing or from the application of the proceeds therefrom, which constitutes a Default. [Signature Page Follows] WEIL:\98740446\6\35899.0596 LIVENT CORPORATION [as representative of LIVENT USA CORP.]3 By: Name: Title: 3 If applicable. WEIL:\98740446\6\35899.0596 EXHIBIT B-2 TO CREDIT AGREEMENT FORM OF NOTICE OF CONVERSION OR CONTINUATION CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement referred to below 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx Reference is made to the Amended and Restated Credit Agreement, dated as of September 1, 2022 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Livent Corporation, a Delaware corporation (“Livent”), and Livent USA Corp., a Delaware corporation (“Lithium Opco”), as borrowers, the Guarantors party thereto from time to time, the Lenders party thereto from time to time and the Administrative Agent for the Lenders thereunder. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. Livent [, as representative of Lithium Opco,] hereby gives you notice, irrevocably, pursuant to Section 2.12 of the Credit Agreement that the undersigned hereby requests a [conversion] [continuation] on [ ], of $[ ] in principal amount of presently outstanding Revolving Loans that are [Base Rate Loans] [SOFR Loans] [EURIBOR Loans] having an Interest Period ending on [ ] , [to] [as] [Base Rate Loans][SOFR Loans] [EURIBOR Loans]. [The Interest Period for such amount requested to be converted to or continued as [SOFR Loans] [EURIBOR Loans] is [one] [three] [six] month[s]].] [SIGNATURE PAGE FOLLOWS] XXXX:\98740446\6\35899.0596 In connection herewith, the undersigned hereby certifies that no Default or Event of Default has occurred and is continuing on the date hereof. LIVENT CORPORATION [as representative of LIVENT USA CORP.] By: Name: Title:
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WEIL:\98740446\6\35899.0596 ACCEPTED AND AGREED as of the first date written above CITIBANK, N.A. as Administrative Agent By: Name: Title: WEIL:\98740446\6\35899.0596 [ISSUING BANK] By: Name: Title: WEIL:\98740446\6\35899.0596 [LIVENT CORPORATION, in its own capacity and in its capacity as representative for LIVENT USA CORP.]4 By: Name: Title: 4 If required pursuant to Section 9.07 of the Credit Agreement. WEIL:\98740446\6\35899.0596 SCHEDULE I TO ASSIGNMENT AND ACCEPTANCE SECTION 1. Ratable portion assigned to Assignee: Revolving Credit Facility Revolving Credit CUSIP % Commitment assigned to Assignee: $ Aggregate outstanding principal amount of Revolving Loans assigned to Assignee: $ SECTION 2. Effective Date
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WEIL:\98740446\6\35899.0596 Please confirm your agreement with the foregoing by executing the enclosed copy hereof and returning the same to us. Very truly yours, [NAME OF SELLER] By: Name: Title: WEIL:\98740446\6\35899.0596 Accepted this day of , [NAME OF PARTICIPANT] By: Name: Title: LIVENT CORPORATION [[in its own capacity and] on behalf of LIVENT USA CORP.]5 By: Name: Title: 5 If required by Section 9.07(f) of the Credit Agreement. WEIL:\98740446\6\35899.0596 EXHIBIT A to EXHIBIT C-2 PARTICIPATION CERTIFICATE [Date of Participation] [Name and Address of Participant] Ladies and Gentlemen: We hereby confirm that we have sold and transferred to you for your account and risk, upon the terms and conditions of our Participation Agreement with you, dated [ ], 20[ ], an undivided interest and participation (your “Participation”) to the extent of % (your “Purchased Interest”) in and to a Loan of $ made by us on , to [Livent Corporation][Livent USA Corp.], a Delaware corporation (the “Borrower”) pursuant to the Amended and Restated Credit Agreement, dated as of September 1, 2022 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower and the other Loan Parties thereto from time to time, the Lenders party thereto from time to time and Citibank, N.A., as administrative agent for the Lenders thereunder. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. We acknowledge receipt from you of the sum of $[ ] in payment of your Participation in such Loan. Very truly yours, [NAME OF SELLING LENDER] By: Title: WEIL:\98740446\6\35899.0596 EXHIBIT B TO EXHIBIT C-2 CONFIDENTIALITY AGREEMENT [Date of Participation] Livent Corporation 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000, Attention: Xxxxxxxx Xxxxxxxxxx Chief Financial Officer Ladies and Gentlemen: We refer to the Amended and Restated Credit Agreement, dated as of September 1, 2022 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Livent Corporation, a Delaware corporation, and Livent USA Corp., a Delaware corporation, as borrowers, the Guarantors party thereto from time to time, the Lenders party thereto from time to time and Citibank, N.A., as administrative agent. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. We are considering the purchase of an undivided interest and participation in and to a Loan or Loans pursuant to a Participation Agreement. Intending to be legally bound, we hereby agree to abide by the terms of Section 9.11 of the Credit Agreement as if we were a party thereto. This letter, and all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate in any way to this letter, the execution or performance of this letter or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the state of New York, without regard to any principle of conflicts of law that could require the application of any other law. Very truly yours, [NAME OF PARTICIPANT] By: Name: Title:
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WEIL:\98740446\6\35899.0596 EXHIBIT C-3 TO CREDIT AGREEMENT FORM OF NEW COMMITMENT ACCEPTANCE Dated , 20 LIVENT CORPORATION (a “Borrower”) CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders referred to in the Amended and Restated Credit Agreement, dated as of September 1, 2022 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Livent Corporation, a Delaware corporation and Livent USA Corp., a Delaware corporation, as borrowers, the Guarantors party thereto from time to time, the Lenders from time to time party thereto and the Administrative Agent for the Lenders thereunder. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. Ladies and Gentlemen: Unless otherwise indicated in this New Commitment Acceptance (the “Acceptance”), the capitalized terms used in this Acceptance shall have the meanings given to such terms in the Credit Agreement. 1. [INSERT NAME OF ACCEPTED XXXXXX] (the “Accepted Lender”) agrees to become a party to the Credit Agreement and to have the rights and perform the obligations of a Lender under the Credit Agreement, and to be bound in all respects by the terms of the Credit Agreement. 2. The Accepted Lender hereby agrees to a [Commitment][Incremental Term Loan Facility] of [INSERT AMOUNT OF PROPOSED NEW COMMITMENT/INCREMENTAL TERM LOAN FACILITY] (the “Proposed New Commitment”). 3. The Accepted Lender (i) agrees that no Lender has made any representation or warranty, or assumes any responsibility with respect to, (x) any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto or (y) the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.03 thereof, the most recent financial statements delivered pursuant to Section 6.02(a) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Acceptance; (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under the Credit Agreement; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental WEIL:\98740446\6\35899.0596 thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (vii) specifies as its Domestic Lending Office (and address for notices) and EURIBOR Lending Office the offices set forth beneath its name on the signature page(s) hereof; and (viii) attaches the declarations, certifications and other documents required under Section 2.10(g) of the Credit Agreement as to the Accepted Lender’s status for purposes of determining exemption from withholding taxes with respect to all payments to be made to the Accepted Lender under the Credit Agreement or to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty. 4. The effective date for this Acceptance shall be the [Increase Date][Incremental Term Loan Facility Date] related to this Acceptance (the “Effective Date”); provided, that this Acceptance has been fully executed and delivered to the Administrative Agent for acceptance and recording by the Administrative Agent on or prior to such [Increase Date][Incremental Term Loan Facility Date]. 5. Upon such execution, delivery, acceptance and recording and as of the Effective Date, the Accepted Lender shall be a party to the Credit Agreement with a [Commitment][ Incremental Term Loan Facility] equal to the Proposed New Commitment and, to the extent provided in this Acceptance, have the rights and obligations of a Lender thereunder. 6. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the Proposed New Commitment provided for in this Acceptance (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Accepted Lender. 7. This Acceptance, and all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate in any way to this letter, the execution or performance of this letter or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the state of New York, without regard to any principle of conflicts of law that could require the application of any other law. 8. This Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Acceptance. The words “execution,” “executed,” “signed,” “signature,” and words of like import in this Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. [SIGNATURES ON FOLLOWING PAGE] WEIL:\98740446\6\35899.0596 ACCEPTED LENDER [NAME OF ACCEPTED LENDER] By: Name: Title: Domestic Lending Office (and address for notices): [Address] EURIBOR Lending Office: [Address] WEIL:\98740446\6\35899.0596 This Acceptance is hereby acknowledged and agreed on as of the date set forth above. LIVENT CORPORATION, in its own capacity and as representative of LIVENT USA CORP. By: Name: Title:
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41 WEIL:\98740446\6\35899.0596 Schedule 1(b) Changes in Corporate Identity; Other Names Corporate Name of Entity Action Date of Action Jurisdiction of Organization / Formation List of All Other Names Used During Past Five Years Information for any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction or otherwise during past five years: 42 WEIL:\98740446\6\35899.0596 Schedule 2(a) Chief Executive Offices Company Address County State WEIL:\98740446\6\35899.0596 Schedule 2(b) Principal Mailing Addresses 44 WEIL:\98740446\6\35899.0596 Schedule 2(c) Location of Books Company Address County State
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WEIL:\98740446\6\35899.0596 Schedule 2(d) Additional Locations of Equipment and Inventory Company Address County State 46 WEIL:\98740446\6\35899.0596 Schedule 2(e) Locations of Collateral in Possession of Persons Other Than Company Company Name of Entity in Possession of Collateral/Capacity of such Entity Address/Location of Collateral County State 47 WEIL:\98740446\6\35899.0596 Schedule 2(f) All Other Locations WEIL:\98740446\6\35899.0596 Schedule 2(g) Locations and Value of Lithium/Minerals
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WEIL:\98740446\6\35899.0596 Schedule 3(a) Prior Locations Maintained by Company WEIL:\98740446\6\35899.0596 Schedule 3(b) Prior Locations/Other Entities Schedule 4 Transactions Other Than in the Ordinary Course of Business 51 WEIL:\98740446\6\35899.0596 Schedule 5(a) Real Property Entity of Record Location Address Owned or Leased /Mortgaged Property Landlord/Owner if Leased Description of Lease Documents 52 WEIL:\98740446\6\35899.0596 Schedule 5(b) Entity of Record Location Address Owned or Leased /Mortgaged Property Lessee/Sublessee/Franchisee Description of Lease Documents
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WEIL:\98740446\6\35899.0596 Schedule 6(a) Stock Ownership and Other Equity Interests Record Owner Issuer Jurisdiction of Issuer Type of Equity Interest Number of Shares/Interest Percentage Ownership of Record Owner 54 WEIL:\98740446\6\35899.0596 Schedule 6(b) Joint Venture Equity Interests WEIL:\98740446\6\35899.0596 Schedule 7 Instruments and Tangible Chattel Paper 1. Promissory Notes: 2. Chattel Paper: WEIL:\98740446\6\35899.0596 Schedule 8(a) Intellectual Property Filings Patents and Trademarks PATENTS TRADEMARKS
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WEIL:\98740446\6\35899.0596 Schedule 8(b) Copyrights COPYRIGHT REGISTRATIONS WEIL:\98740446\6\35899.0596 Schedule 9 Commercial Tort Claims WEIL:\98740446\6\35899.0596 Schedule 10 Deposit Accounts, Securities Accounts and Commodity Accounts Grantor Name of Institution Account Number Type of Account WEIL:\00000000\6\35899.0596 Schedule 11 Letter of Credit Rights .
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WEIL:\98740446\6\35899.0596 Schedule 12 Motor Vehicles & Marine Vessels WEIL:\98740446\6\35899.0596 Schedule 13 Material Contracts & Licenses WEIL:\98740446\6\35899.0596 Schedule 14 Accounts Receivables WEIL:\00000000\6\35899.0596 EXHIBIT D-2 TO CREDIT AGREEMENT FORM OF PERFECTION CERTIFICATE SUPPLEMENT See attached.
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WEIL:\98740446\6\35899.0596 Schedule 2(b) Principal Mailing Addresses WEIL:\98740446\6\35899.0596 Schedule 2(c) Location of Books Company Address County State WEIL:\98740446\6\35899.0596 Schedule 2(d) Additional Locations of Equipment and Inventory Company Address County State WEIL:\98740446\6\35899.0596 Schedule 2(e) Locations of Collateral in Possession of Persons Other Than Company Company Name of Entity in Possession of Collateral/Capacity of such Entity Address/Location of Collateral County State
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WEIL:\98740446\6\35899.0596 Schedule 2(f) All Other Locations WEIL:\98740446\6\35899.0596 Schedule 2(g) Locations and Value of Lithium/Minerals WEIL:\98740446\6\35899.0596 Schedule 3(a) Prior Locations Maintained by Company WEIL:\98740446\6\35899.0596 Schedule 3(b) Prior Locations/Other Entities
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WEIL:\98740446\6\35899.0596 Schedule 4 Transactions Other Than in the Ordinary Course of Business WEIL:\98740446\6\35899.0596 Schedule 5(a) Real Property Entity of Record Location Address Owned or Leased /Mortgaged Property Landlord/Owner if Leased Description of Lease Documents WEIL:\98740446\6\35899.0596 Schedule 5(b) Entity of Record Location Address Owned or Leased /Mortgaged Property Lessee/Sublessee/Franchisee Description of Lease Documents WEIL:\98740446\6\35899.0596 Schedule 6(a) Stock Ownership and Other Equity Interests Record Owner Issuer Jurisdiction of Issuer Type of Equity Interest Number of Shares/Interest Percentage Ownership of Record Owner
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WEIL:\98740446\6\35899.0596 Schedule 6(b) Joint Venture Equity Interests WEIL:\98740446\6\35899.0596 Schedule 7 Instruments and Tangible Chattel Paper 1. Promissory Notes: 2. Chattel Paper: WEIL:\98740446\6\35899.0596 Schedule 8(a) Intellectual Property Filings Patents and Trademarks PATENTS TRADEMARKS WEIL:\98740446\6\35899.0596 Schedule 8(b) Copyrights COPYRIGHT REGISTRATIONS
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WEIL:\98740446\6\35899.0596 Schedule 9 Commercial Tort Claims WEIL:\98740446\6\35899.0596 Schedule 10 Deposit Accounts, Securities Accounts and Commodity Accounts Grantor Name of Institution Account Number Type of Account WEIL:\00000000\6\35899.0596 Schedule 11 Letter of Credit Rights . WEIL:\98740446\6\35899.0596 Schedule 12 Motor Vehicles & Marine Vessels
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[Signature Page to Livent Pledge and Security Agreement] WEIL:\98740446\6\35899.0596 CITIBANK, N.A., as Administrative Agent By: Name: Title: WEIL:\98740446\6\35899.0596 SCHEDULE 1 GRANTOR’S INFORMATION AND COLLATERAL LOCATIONS I. Name of Grantor: II. State of Incorporation or Organization: III. Type of Entity: IV. Organizational Number assigned by State of Incorporation or Organization, if applicable: V. Federal Identification Number: VI. Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address: VII. Locations of Collateral: (a) Properties Owned by the Grantors: (b) Properties Leased by the Grantors (Include Landlord’s Name): (c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee): VIII. Previous Name or Identity: WEIL:\98740446\6\35899.0596 SCHEDULE 2 DEPOSIT ACCOUNTS; SECURITIES ACCOUNTS; COMMODITIES ACCOUNTS (OTHER THAN EXCLUDED ACCOUNTS) Grantor Name and Address of Institution Account Number Type of Account WEIL:\00000000\6\35899.0596 SCHEDULE 3 LETTER OF CREDIT RIGHTS
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WEIL:\98740446\6\35899.0596 SCHEDULE 4 INTELLECTUAL PROPERTY RIGHTS PATENTS Country Patent Description Patent Number Issue Date PATENT APPLICATIONS Country Patent Application Application Filing Date Application Serial Number TRADEMARKS Country Trademark Registration Date Registration Number TRADEMARK APPLICATIONS Country Trademark Application Application Filing Date Application Serial Number COPYRIGHTS Country Copyright Registration Date Registration Number COPYRIGHT APPLICATIONS Country Copyright Application Application Filing Date Application Serial Number WEIL:\98740446\6\35899.0596 SCHEDULE 5 COMMERCIAL TORT CLAIMS WEIL:\98740446\6\35899.0596 SCHEDULE 6 LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY STOCKS Grantor: Issuer Certificate Number(s) Number of Shares Class of Stock Percentage of Outstanding Shares WEIL:\98740446\6\35899.0596 SCHEDULE 7 OFFICES IN WHICH FINANCING STATEMENTS HAVE BEEN FILED Entity Jurisdiction
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WEIL:\98740446\6\35899.0596 Unrestricted Subsidiaries and/or Material Domestic Subsidiary since the later of the Effective Date and the date of the last Compliance Certificate.] 5. [Attached as Schedule [II] hereto are reconciliation statements of the pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries designated by Livent from the attached financial statements in Exhibit A.]8 6. Schedule [III] attached hereto sets forth financial data and calculations used in determining the First Lien Leverage Ratio and demonstrating compliance with each of the financial covenants contained in Section Error! Reference source not found. of the Credit Agreement, all of which financial data and calculations are true, complete and correct. 7. [Attached as Schedule [IV] is a Perfection Certificate Supplement which is true, complete and correct in all respects][I hereby certify that there has been no change in information contained in the [Perfection Certificate][latest Perfection Certificate Supplement] since the date of such [Perfection Certificate][Perfection Certificate Supplement].9 [Signature Page Follows] 8 Only required if one or more of Livent’s Subsidiaries is or has been designated as an Unrestricted Subsidiary at the time of delivery of the applicable Compliance Certificate. 9 If unable to provide the foregoing certification, deliver a Perfection Certificate Supplement pursuant to Section 6.02(f) of the Credit Agreement. WEIL:\98740446\6\35899.0596 The foregoing certifications, together with the information and computations set forth in the Schedules [I] through [IV] [and Annex A] and the financial statements delivered with this Compliance Certificate contained in Exhibit A in support hereof, are made and delivered as of the first date written above. LIVENT CORPORATION By: Name: Title: WEIL:\98740446\6\35899.0596 EXHIBIT A FINANCIAL STATEMENTS WEIL:\98740446\6\35899.0596 SCHEDULE [I] LIST OF RESTRICTED SUBSIDIARIES, UNRESTRICTED SUBSIDIARIES AND MATERIAL DOMESTIC SUBSIDIARIES10 10 If applicable.
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WEIL:\98740446\6\35899.0596 SCHEDULE [II] RECONCILIATION STATEMENTS FOR DESIGNATION OF UNRESTRICTED SUBSIDIARIES11 11 If applicable. WEIL:\98740446\6\35899.0596 SCHEDULE [III] FIRST LIEN LEVERAGE RATIO AND COMPLIANCE WITH FINANCIAL COVENANTS WEIL:\98740446\6\35899.0596 SCHEDULE [IV] PERFECTION CERTIFICATE SUPPLEMENT12 12 If applicable.