Common use of Incremental Term Loan Commitments Clause in Contracts

Incremental Term Loan Commitments. (a) Each Tranche M Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Amended Credit Agreement and subject to the conditions set forth herein, to make Tranche M Term Loans to the Borrower on the Amendment No. 18 Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Tranche M Term Lender’s name on Schedule I hereto under the heading “Tranche M Term Loan Commitment”. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. (b) The Incremental Term Loan Maturity Date for the Tranche M Term Loans shall be the Tranche M Maturity Date set forth in the Amended Credit Agreement and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche M Term Loans shall amortize as provided in Section 2.08(a)(v) of the Amended Credit Agreement. Unless the context shall otherwise require, the Tranche M Term Loans shall constitute “Incremental Term Loans” and “Other Term Loans”, and the Tranche M Term Lenders shall constitute “Incremental Term Lenders”, “Term Lenders” and “Lenders”, in each case, for all purposes of the Amended Credit Agreement and the other Loan Documents. (c) The proceeds of the Tranche M Term Loans shall be used, together with the net proceeds of the Borrower’s 6.250% Senior Secured Notes due 2034, the Borrower’s 6.750% Senior Subordinated Notes due 2034 and cash on hand of the Borrower, (i) to fund a special cash dividend to holders of Holdings’ common stock and cash dividend equivalent payments on eligible vested options under Holdings’ stock option plans and (ii) to pay related Transaction Costs. (d) Unless previously terminated, the commitments of the Tranche M Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Tranche M Term Loans on the Amendment No. 18

Incremental Term Loan Commitments. (a) 2.1. Each Tranche M Additional Term Lender hereby agrees, severally and not jointly, hereto agrees to provide the 2022-2 Incremental Term Loan Commitments on the terms set forth herein Incremental Effective Date and in to fund the Amended Credit Agreement and subject to the conditions set forth herein, to make Tranche M 2022-2 Incremental Term Loans to the Borrower thereunder on the Amendment No. 18 Effective Date Incremental Closing Date, in an aggregate principal amount not equal to exceed the such 2022-2 Incremental Term Loan Commitment amount set forth opposite next to such Tranche M Additional Term Lender’s name on Schedule I hereto under the heading caption “Tranche M 2022-2 Incremental Term Loan Commitment”. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. (b) The 2.2. Except as otherwise expressly set forth herein and in the Amended Credit Agreement, the 2022-2 Incremental Term Loan Maturity Date for Loans shall have terms that are identical to those of the Tranche M Existing Term A-1 Loans. Effective as of the Incremental Closing Date, the 2022-2 Incremental Term Loans shall constitute the same Class of Term Loans as the Existing Term A-1 Loans and shall be fungible with the Existing Term A-1 Loans. Except as necessary to give effect to the provisions of Section 2.3 through 2.6 below, (a) the 2022-2 Incremental Term Loans shall be the Tranche M Maturity Date set forth in the Amended Credit Agreement and“Loans”, for purposes of Section 2.08(b) of the Credit Agreement“Term Loans”, the Tranche M “Term Loans shall amortize as provided in Section 2.08(a)(v) of the Amended Credit Agreement. Unless the context shall otherwise require, the Tranche M Term Loans shall constitute A-1 Loans” and “Incremental Term Loans” and “Other Term Loans”, and (b) the Tranche M Term Lenders shall constitute “2022-2 Incremental Term LendersLoan Commitments shall be “Commitments”, “Term LendersLoan Commitments”, “Term A-1 Loan Commitments” and “LendersIncremental Term Loan Commitments”, in each case, for all purposes of the Amended Credit Agreement and the other Loan Documents. The 2022-2 Incremental Term Loans may be repaid or prepaid in the same manner as the Existing Term A-1 Loans in accordance with the provisions of the Credit Agreement and this Agreement, but once repaid or prepaid may not be reborrowed. 2.3. The aggregate principal amount of the 2022-2 Incremental Term Loans made on the Incremental Closing Date shall be $240,000,000. 2.4. The Maturity Date in respect of the 2022-2 Incremental Term Loans (the “2022-2 Incremental Term Loan Maturity Date”) shall be the Maturity Date in respect of the Existing Term A-1 Loans as set forth in the definition “Term Loan Maturity Date” in the Credit Agreement. 2.5. The 2022-2 Incremental Term Loans shall accrue interest on the same basis, and with the same Base Rate Margin, RFR Margin or Term Benchmark Margin, as applicable, as the Existing Term A-1 Loans (it being understood that, as of the Incremental Closing Date, the 2022-2 Incremental Term Loans shall constitute the same Type of Loans as the Existing Term A-1 Loans and, to the extent the Existing Term A-1 Loans are Term Benchmark Loans, have an initial Interest Period ending on the last day of the Interest Period applicable to the Existing Term A-1 Loans). 2.6. Commencing with the first fiscal quarter ending after the Incremental Closing Date, the 2022-2 Incremental Term Loans shall be repayable in equal quarterly installments such that the amount repaid in each such quarterly installment is equal to 1.25% (or such higher percentage as may be necessary to make the 2022-2 Incremental Term Loans fungible with the Term A-1 Loans outstanding immediately prior to the Incremental Closing Date) of the original aggregate principal amount of the 2022-2 Incremental Term Loans (as such amounts may be reduced pursuant to Section 6.2 of the Credit Agreement) on the same dates as for the Existing Term A-1 Loans as set forth in Section 6.3 of the Credit Agreement. The balance of the 2022-2 Incremental Term Loans will be repayable on the 2022-2 Incremental Term Loan Maturity Date. 2.7. Except as expressly set forth herein, the 2022-2 Incremental Term Loans shall have the same terms and conditions as the Existing Term A-1 Loans and shall be “Term A-1 Loans” for all purposes under the Credit Agreement and the other Loan Documents. (c2.8. With respect to the 2022-2 Incremental Term Loans, this Agreement is an Incremental Assumption Agreement referred to in Section 6.1.3(b) The proceeds of the Tranche M Existing Credit Agreement. The parties hereto agree that this Agreement constitutes the notice required pursuant to Section 6.1.3(a) of the Existing Credit Agreement. 2.9. To the extent the Incremental Closing Date has not occurred prior to February 15, 2023 (such later date, the “Term Loan A Ticking Fee Commencement Date”), Parent agrees to pay to the Administrative Agent, for the ratable benefit of the Additional Term Lenders, a ticking fee (the “Term Loan A Ticking Fee”) commencing on the Term Loan A Ticking Fee Commencement Date and ending on the earlier to occur of (x) the date of termination or expiration in full of the 2022-2 Incremental Term Loan Commitments (the “Term Loan A Termination Date”) and (y) the Incremental Closing Date, in an amount equal to 0.25% per annum on the 2022-2 Incremental Term Loan Commitments, the full amount of which fee shall be payable on the earlier of the Term Loan A Termination Date and the Incremental Closing Date (such date, the “Term Loan A Ticking Fee Payment Date”). For the avoidance of doubt, the Term Loan A Ticking Fee is the “Term Loan A Ticking Fee” referred to in that certain fee letter, dated October 26, 2022, between Parent and JPMorgan Chase Bank, N.A. and shall not be paid in duplication of such fee. 2.10. To the extent the Incremental Closing Date has not occurred prior to the Termination Date (as defined below), the 2022-2 Incremental Term Loan Commitments of the Additional Term Lenders and the commitment to fund the 2022-2 Incremental Term Loans shall be used, together with terminate on the net proceeds earliest of the Borrower’s 6.250% Senior Secured Notes due 2034, the Borrower’s 6.750% Senior Subordinated Notes due 2034 and cash on hand of the Borrower, (i) the Outside Date (as defined in the Acquisition Agreement as in effect on October 26, 2022 (including as may be extended pursuant to fund a special cash dividend to holders Section 7.01(b)(i) of Holdings’ common stock and cash dividend equivalent payments the Acquisition Agreement as in effect on eligible vested options under Holdings’ stock option plans and October 26, 2022)), (ii) the valid termination of the Acquisition Agreement in accordance with its terms, and (iii) as to pay related Transaction Costs. (d) Unless previously terminatedthis Agreement, the commitments consummation of the Tranche M Term Lenders pursuant to Section 2(a) shall terminate upon Acquisition without the making of use this Agreement (including the Tranche M 2022-2 Incremental Term Loans on and the Amendment No. 18Additional Revolving Commitments contemplated hereby) (such earliest date, the “Termination Date”).

Incremental Term Loan Commitments. (a) Each Tranche M L Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Amended Credit Agreement and subject to the conditions set forth herein, to make Tranche M L Term Loans to the Borrower on the Amendment No. 18 17 Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Tranche M L Term Lender’s name on Schedule I hereto under the heading “Tranche M L Term Loan Commitment”. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. (b) The Incremental Term Loan Maturity Date for the Tranche M L Term Loans shall be the Tranche M L Maturity Date set forth in the Amended Credit Agreement and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche M L Term Loans shall amortize as provided in Section 2.08(a)(v2.08(a)(iv) of the Amended Credit Agreement. Unless the context shall otherwise require, the Tranche M L Term Loans shall constitute “Incremental Term Loans” and “Other Term Loans”, and the Tranche M L Term Lenders shall constitute “Incremental Term Lenders”, “Term Lenders” and “Lenders”, in each case, for all purposes of the Amended Credit Agreement and the other Loan Documents. (c) The proceeds of the Tranche M L Term Loans shall be used, together with the net proceeds of the Borrower’s 6.2506.000% Senior Secured Notes due 2034, the Borrower’s 6.750% Senior Subordinated Notes due 2034 2033 and cash on hand of the Borrower, (i) to fund a special cash dividend to holders of Holdings’ common stock and cash dividend equivalent payments on eligible vested options under Holdings’ stock option plans and plans, (ii) to pay related Transaction CostsCosts and (iii) for general corporate purposes. (d) Unless previously terminated, the commitments of the Tranche M L Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Tranche M L Term Loans on the Amendment No. 1817

Incremental Term Loan Commitments. (a) Each Tranche M J Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Amended Credit Agreement and subject to the conditions set forth herein, to make Tranche M J Term Loans to the Borrower on the Amendment No. 18 13 Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Tranche M J Term Lender’s name on Schedule I hereto under the heading “Tranche M J Term Loan Commitment”. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. (b) The Incremental Term Loan Maturity Date for the Tranche M J Term Loans shall be the Tranche M J Maturity Date set forth in the Amended Credit Agreement and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche M J Term Loans shall amortize as provided in Section 2.08(a)(v2.08(a)(viii) of the Amended Credit Agreement. Unless the context shall otherwise require, the Tranche M J Term Loans shall constitute “Incremental Term Loans” and “Other Term Loans”, and the Tranche M J Term Lenders shall constitute “Incremental Term Lenders”, “Term Lenders” and “Lenders”, in each case, for all purposes of the Amended Credit Agreement and the other Loan Documents. (c) The proceeds of the Tranche M J Term Loans shall be used, used together with the net proceeds of the Borrower’s 6.2507.125% Senior Secured Notes due 2034, the Borrower’s 6.750% Senior Subordinated Notes due 2034 2031 and cash on hand of the Borrower, (i) to fund a special cash dividend to holders the acquisition of Holdings’ common stock and cash dividend equivalent payments on eligible vested options under Holdings’ stock option plans and the Electron Device Business of Communications & Power Industries, (ii) for general corporate purposes and (iii) to pay related Transaction CostsCosts relating to the incurrence of the Tranche J Term Loans. (d) Unless previously terminated, the commitments of the Tranche M J Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Tranche M J Term Loans on the Amendment No. 1813

Incremental Term Loan Commitments. (a) Each Tranche M B-2 Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Amended Credit Agreement and subject to the conditions set forth herein, to make Tranche M B-2 Term Loans to the Borrower on the Amendment No. 18 Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such its Tranche M Term Lender’s name on Schedule I hereto under the heading “Tranche M B-2 Term Loan Commitment”. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. 1 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates. (b) The Incremental Term Loan Maturity Date for the Tranche M B-2 Term Loans shall be the Tranche M Term Loan Maturity Date set forth in the Amended Credit Agreement and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche M B-2 Term Loans shall amortize as provided in Section 2.08(a)(v) of the Amended Credit AgreementSchedule 2. Unless the context shall otherwise require, the Tranche M B-2 Term Loans shall constitute “Incremental Term Loans” and “Other Term Loans”, and the Tranche M B-2 Term Lenders shall constitute “Incremental Term Lenders”, “Term Lenders” and “Lenders”, in each case, case for all purposes of the Amended Credit Agreement and the other Loan Documents. For convenience of reference, the Term Loans made on the Closing Date and outstanding immediately prior to the Tranche B-2 Effective Date shall, on the Tranche B-2 Effective Date, be redesignated as “Tranche B-1 Term Loans”, as more fully set forth in Section 6 below. (c) The proceeds of the Tranche M B-2 Term Loans shall be used, together used solely to finance the Merger (including the repayment in full of the Existing Company Indebtedness) in accordance with the net proceeds terms of the Borrower’s 6.250% Senior Secured Notes due 2034, the Borrower’s 6.750% Senior Subordinated Notes due 2034 Merger Agreement and cash on hand of the Borrower, (i) to fund a special cash dividend to holders of Holdings’ common stock and cash dividend equivalent payments on eligible vested options under Holdings’ stock option plans and (ii) to pay related the Transaction Costs. (d) Unless previously terminated, the commitments of the Tranche M B-2 Term Lenders pursuant to Section 2(a) Loan Commitments shall terminate upon the earliest to occur of (i) the making of the Tranche M B-2 Term Loans on the Amendment No. 18Tranche B-2 Effective Date, (ii) 5:00 p.m., New York City time, on April 20, 2012, and (iii) the termination of the Merger Agreement or the public announcement by Holdings or the Borrower of its intention not to proceed with the Merger.