EX-10.1



 





Exhibit 10.1




$400,000,000.00 REVOLVING CREDIT FACILITY




CREDIT AGREEMENT




by and among




ATI FUNDING CORPORATION, a Delaware corporation,




TDY HOLDINGS, LLC, a Delaware limited liability company,




THE GUARANTORS PARTY HERETO,




THE LENDERS PARTY HERETO,




PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent,




CITIBANK, N.A., as Co-Syndication Agent,




JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent,




BANK OF AMERICA N.A., as Co-Documentation Agent,




BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, as Co-Documentation Agent,




CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Co-Managing Agent,




WACHOVIA BANK, NATIONAL ASSOCIATION, as a Co-Managing Agent,




NATIONAL CITY BANK, as a Co-Managing Agent,




THE BANK OF NEW YORK, as a Co-Managing Agent,




and




PNC CAPITAL MARKETS LLC, as Lead Arranger




Dated July 31, 2007




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	1   CERTAIN DEFINITIONS

	 	 	1	 
	 
	 	 	 	 
	  1.1     Certain Definitions

	 	 1

	  1.2     Construction

	 	21

	  1.3     Accounting Principles

	 	22

	 
	 	 	 	 
	2   REVOLVING CREDIT AND SWING LOAN FACILITIES

	 	 	22	 
	 
	 	 	 	 
	  2.1     Revolving Credit and Swing Loan Commitments

	 	22

	     2.1.1     Revolving Credit Loans

	 	 	22	 
	     2.1.2     Swing Loans

	 	 	22	 
	  2.2     Nature of Lenders’ Obligations with Respect to Revolving Credit Loans

	 	23

	  2.3     Commitment Fees

	 	23

	  2.4     Revolving Credit Loan Requests; Swing Loan Requests

	 	23

	     2.4.1     Revolving Credit Loan Requests

	 	 	23	 
	     2.4.2     Swing Loan Requests

	 	 	24	 
	  2.5     Increase in Revolving Credit Commitments

	 	24

	     2.5.1     Increasing Lenders and New Lenders

	 	 	24	 
	     2.5.2     Treatment of Outstanding Loans and Letters of Credit

	 	 	25	 
	  2.6     Making Revolving Credit Loans and Swing Loans; Presumptions by the
Administrative Agent; Repayment of Revolving Credit Loans; Repayment of Swing Loans

	 	26

	     2.6.1     Making Revolving Credit Loans

	 	 	26	 
	     2.6.2     Making Swing Loans

	 	 	26	 
	     2.6.3     Presumptions by the Administrative Agent

	 	 	26	 
	     2.6.4     Repayment of Revolving Credit Loans

	 	 	27	 
	  2.7     Borrowings to Repay Swing Loans

	 	27

	  2.8     Notes

	 	27

	  2.9     Use of Proceeds

	 	28

	  2.10 Letter of Credit Subfacility

	 	28

	     2.10.1     Issuance of Letters of Credit

	 	 	28	 
	     2.10.2     Letter of Credit Fees

	 	 	29	 
	     2.10.3     Disbursements, Reimbursement

	 	 	29	 
	     2.10.4     Repayment of Participation Advances

	 	 	30	 
	     2.10.5     Documentation

	 	 	31	 
	     2.10.6     Determinations to Honor Drawing Requests

	 	 	31	 
	     2.10.7     Nature of Participation and Reimbursement Obligations

	 	 	31	 
	     2.10.8     Indemnity

	 	 	33	 
	     2.10.9     Liability for Acts and Omissions

	 	 	33	 
	     2.10.10     Issuing Lender Reporting Requirements

	 	 	34	 
	     2.10.11     Currency Fluctuations

	 	 	35	 
	     2.10.12     Periodic Computations of Dollar Equivalent Amount of Letter of Credit
Obligations; Requests for Additional Optional Currencies

	 	 	35	 
	     2.10.13     Judgment Currency

	 	 	35	 






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	 	 	Page
	 
	 	 	 	 
	3   INTEREST RATES

	 	 	36	 
	 
	 	 	 	 
	  3.1     Interest Rate Options

	 	36

	     3.1.1     Revolving Credit Interest Rate Options

	 	 	37	 
	     3.1.2     Swing Loan Interest Rate

	 	 	37	 
	     3.1.3     Rate Quotations

	 	 	37	 
	  3.2     Interest Periods

	 	37

	     3.2.1     Amount of Borrowing Tranche

	 	 	38	 
	     3.2.2     Renewals

	 	 	38	 
	  3.3     Interest After Default

	 	38

	     3.3.1     Interest Rate

	 	 	38	 
	     3.3.2     Letter of Credit Fees

	 	 	38	 
	     3.3.3     Other Obligations

	 	 	38	 
	     3.3.4     Acknowledgment

	 	 	38	 
	  3.4     LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available

	 	39

	     3.4.1     Unascertainable

	 	 	39	 
	     3.4.2     Illegality; Increased Costs; Deposits Not Available

	 	 	39	 
	     3.4.3     Administrative Agent’s and Lender’s Rights

	 	 	39	 
	  3.5     Selection of Interest Rate Options

	 	40

	 
	 	 	 	 
	4   PAYMENTS

	 	 	40	 
	 
	 	 	 	 
	  4.1     Payments

	 	40

	  4.2     Pro Rata Treatment of Lenders

	 	41

	  4.3     Sharing of Payments by Lenders

	 	41

	  4.4     Presumptions by Administrative Agent

	 	42

	  4.5     Interest Payment Dates

	 	42

	  4.6     Voluntary Prepayments

	 	42

	     4.6.1     Right to Prepay

	 	 	42	 
	     4.6.2     Replacement of a Lender

	 	 	44	 
	  4.7     Increased Costs

	 	44

	     4.7.1     Increased Costs Generally

	 	 	44	 
	     4.7.2     Capital Requirements

	 	 	45	 
	     4.7.3     Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of
New Loans

	 	 	45	 
	     4.7.4     Delay in Requests

	 	 	46	 
	  4.8     Taxes

	 	46

	     4.8.1     Payments Free of Taxes

	 	 	46	 
	     4.8.2     Payment of Other Taxes by the Borrowers

	 	 	46	 
	     4.8.3     Indemnification by the Loan Parties

	 	 	46	 
	     4.8.4     Evidence of Payments

	 	 	47	 
	     4.8.5     Status of Lenders

	 	 	47	 
	  4.9     Indemnity

	 	48

	  4.10   Settlement Date Procedures

	 	48







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	 	 	Page
	 
	 	 	 	 
	5   REPRESENTATIONS AND WARRANTIES

	 	 	49	 
	 
	 	 	 	 
	  5.1     Representations and Warranties

	 	49

	     5.1.1     Organization and Qualification; Power and Authority; Compliance With Laws;
Title to Properties; Event of Default

	 	 	49	 
	     5.1.2     Subsidiaries and Owners; Investment Companies

	 	 	49	 
	     5.1.3     Validity and Binding Effect

	 	 	50	 
	     5.1.4     No Conflict; Material Agreements; Consents

	 	 	50	 
	     5.1.5     Litigation

	 	 	50	 
	     5.1.6     Financial Statements

	 	 	51	 
	     5.1.7     Margin Stock

	 	 	51	 
	     5.1.8     Full Disclosure

	 	 	52	 
	     5.1.9     Taxes

	 	 	52	 
	     5.1.10     Patents, Trademarks, Copyrights, Licenses, Etc.

	 	 	52	 
	     5.1.11     Insurance

	 	 	52	 
	     5.1.12     ERISA Compliance

	 	 	52	 
	     5.1.13     Environmental Matters

	 	 	53	 
	     5.1.14     Senior Debt Status

	 	 	53	 
	     5.1.15     Solvency

	 	 	53	 
	  5.2     Updates to Schedules

	 	53

	 
	 	 	 	 
	6   CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

	 	 	54	 
	 
	 	 	 	 
	  6.1     First Loans and Letters of Credit

	 	54

	     6.1.1     Deliveries

	 	 	54	 
	     6.1.2     Payment of Fees

	 	 	55	 
	  6.2     Each Loan or Letter of Credit

	 	56

	 
	 	 	 	 
	7   COVENANTS

	 	 	56	 
	 
	 	 	 	 
	  7.1     Affirmative Covenants

	 	56

	     7.1.1     Preservation of Existence, Etc.

	 	 	56	 
	     7.1.2     Payment of Liabilities, Including Taxes, Etc.

	 	 	56	 
	     7.1.3     Maintenance of Insurance

	 	 	56	 
	     7.1.4     Maintenance of Properties and Leases

	 	 	57	 
	     7.1.5     Visitation Rights

	 	 	57	 
	     7.1.6     Keeping of Records and Books of Account

	 	 	57	 
	     7.1.7     Compliance with Laws; Use of Proceeds

	 	 	57	 
	     7.1.8     Further Assurances

	 	 	58	 
	     7.1.9     Anti-Terrorism Laws

	 	 	58	 
	  7.2     Negative Covenants

	 	58

	     7.2.1     Liens

	 	 	58	 
	     7.2.2     Dividends and Related Distributions

	 	 	58	 
	     7.2.3     Liquidations, Mergers, Consolidations, Acquisitions

	 	 	58	 
	     7.2.4     Dispositions of Assets or Subsidiaries

	 	 	59	 
	     7.2.5     Subsidiaries and Partnerships

	 	 	60	 
	     7.2.6     Continuation of or Change in Business

	 	 	60	 
	     7.2.7     Fiscal Year

	 	 	61	 
	     7.2.8     Changes in Organizational Documents

	 	 	61	 
	     7.2.9     Maximum Leverage Ratio

	 	 	61	 






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	 	 	Page
	 
	     7.2.10     Minimum Interest Coverage Ratio

	 	 	61	 
	     7.2.11     Negative Pledges

	 	 	61	 
	  7.3     Reporting Requirements

	 	61

	     7.3.1     Quarterly Financial Statements

	 	 	61	 
	     7.3.2     Annual Financial Statements

	 	 	62	 
	     7.3.3     Certificate of ATI

	 	 	62	 
	     7.3.4     Notices

	 	 	62	 
	 
	 	 	 	 
	8   DEFAULT

	 	 	63	 
	 
	 	 	 	 
	  8.1     Events of Default

	 	63

	     8.1.1     Payments Under Loan Documents

	 	 	63	 
	     8.1.2      Breach of Warranty

	 	 	63	 
	     8.1.3      Breach of Negative Covenants or Visitation Rights

	 	 	63	 
	     8.1.4      Breach of Other Covenants

	 	 	64	 
	     8.1.5      Defaults in Other Agreements or Indebtedness

	 	 	64	 
	     8.1.6     Final Judgments or Orders

	 	 	64	 
	     8.1.7     Loan Document Unenforceable

	 	 	64	 
	     8.1.8     Uninsured Losses; Proceedings Against Assets

	 	 	64	 
	     8.1.9     Events Relating to Plans and Benefit Arrangements

	 	 	65	 
	     8.1.10   Change of Control

	 	 	65	 
	     8.1.11   Relief Proceedings

	 	 	65	 
	  8.2     Consequences of Event of Default

	 	65

	     8.2.1     Events of Default Other Than Bankruptcy, Insolvency or Reorganization
Proceedings

	 	 	65	 
	     8.2.2     Bankruptcy, Insolvency or Reorganization Proceedings

	 	 	66	 
	     8.2.3     Set-off

	 	 	66	 
	     8.2.4     Suits, Actions, Proceedings

	 	 	66	 
	     8.2.5     Application of Proceeds

	 	 	67	 
	 
	 	 	 	 
	9   THE ADMINISTRATIVE AGENT

	 	 	67	 
	 
	 	 	 	 
	  9.1     Appointment and Authority

	 	67

	  9.2     Rights as a Lender

	 	67

	  9.3     Exculpatory Provisions

	 	68

	  9.4     Reliance by Administrative Agent

	 	69

	  9.5     Delegation of Duties

	 	69

	  9.6     Resignation of Administrative Agent

	 	69

	  9.7     Non-Reliance on Administrative Agent and Other Lenders

	 	70

	  9.8     No Other Duties, etc.

	 	70

	  9.9     Administrative Agent’s Fee

	 	71

	  9.10   Authorization to Release Guarantors

	 	71

	  9.11   No Reliance on Administrative Agent’s Customer Identification Program

	 	71

	 
	 	 	 	 
	10   MISCELLANEOUS

	 	 	71	 
	 
	 	 	 	 
	  10.1     Modifications, Amendments or Waivers

	 	71

	     10.1.1     Increase of Commitment.

	 	 	72	 
	     10.1.2     Extension of Payment; Reduction of Principal Interest or Fees; Modification
of Terms of Payment

	 	 	72	 
	     10.1.3     Release of Guarantor

	 	 	72	 






-iv-









 






	 	 	 	 	 
	 	 	Page
	 
	     10.1.4     Miscellaneous

	 	 	72	 
	  10.2     No Implied Waivers; Cumulative Remedies

	 	72

	  10.3     Expenses; Indemnity; Damage Waiver

	 	73

	     10.3.1     Costs and Expenses

	 	 	73	 
	     10.3.2     Indemnification by the Borrowers

	 	 	73	 
	     10.3.3     Reimbursement by Lenders

	 	 	74	 
	     10.3.4     Waiver of Consequential Damages, Etc.

	 	 	74	 
	     10.3.5     Payments

	 	 	74	 
	  10.4     Holidays

	 	74

	  10.5     Notices; Effectiveness; Electronic Communication

	 	75

	     10.5.1     Notices Generally

	 	 	75	 
	     10.5.2     Electronic Communication.

	 	 	75	 
	     10.5.3     Change of Address, Etc.

	 	 	76	 
	  10.6     Severability

	 	76

	  10.7     Duration; Survival

	 	76

	  10.8     Successors and Assigns

	 	76

	     10.8.1     Successors and Assigns Generally

	 	 	76	 
	     10.8.2     Assignments by Lenders

	 	 	77	 
	     10.8.3     Register

	 	 	78	 
	     10.8.4     Participations

	 	 	78	 
	     10.8.5     Limitations upon Participant Rights Successors and Assigns Generally

	 	 	79	 
	     10.8.6     Certain Pledges; Successors and Assigns Generally

	 	 	79	 
	  10.9     Confidentiality

	 	80

	     10.9.1     General

	 	 	80	 
	     10.9.2     Sharing Information With Affiliates of the Lenders

	 	 	80	 
	  10.10     Counterparts; Integration; Effectiveness

	 	81

	     10.10.1     Counterparts; Integration; Effectiveness

	 	 	81	 
	  10.11     CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE;
SERVICE OF PROCESS; WAIVER OF JURY TRIAL

	 	81

	     10.11.1     Governing Law

	 	 	81	 
	     10.11.2     SUBMISSION TO JURISDICTION

	 	 	81	 
	     10.11.3     WAIVER OF VENUE

	 	 	82	 
	     10.11.4     SERVICE OF PROCESS

	 	 	82	 
	     10.11.5     WAIVER OF JURY TRIAL

	 	 	82	 
	  10.12     USA Patriot Act Notice

	 	83

	  10.13     Joinder of Guarantors

	 	83

	  10.14     Payment of Debt; Joint and Several Obligations

	 	83

	  10.15     Additional Waivers of Borrowers

	 	83

	  10.16     Relative Priority of Security Interests; Limitation of Certain Liabilities

	 	84







-v-









 






LIST OF SCHEDULES AND EXHIBITS




	 	 	 	 	 
	SCHEDULES	 	 	 	 
	SCHEDULE 1.1(A)

	 	—
	 	PRICING GRID
	SCHEDULE 1.1(B)

	 	—
	 	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 1.1(E)

	 	—
	 	EXISTING LETTERS OF CREDIT
	SCHEDULE 1.1(P)

	 	—
	 	PERMITTED LIENS
	SCHEDULE 5.1.1

	 	—
	 	QUALIFICATIONS TO DO BUSINESS
	SCHEDULE 5.1.2

	 	—
	 	SUBSIDIARIES
	SCHEDULE 5.1.5

	 	—
	 	LITIGATION
	SCHEDULE 5.1.12

	 	—
	 	ERISA COMPLIANCE
	SCHEDULE 5.1.13

	 	—
	 	ENVIRONMENTAL DISCLOSURES






	 	 	 	 	 
	EXHIBITS	 	 	 	 
	EXHIBIT 1.1(A)

	 	—
	 	ASSIGNMENT AND ASSUMPTION AGREEMENT
	EXHIBIT 1.1(G)(1)

	 	—
	 	GUARANTOR JOINDER
	EXHIBIT 1.1(G)(2)

	 	—
	 	GUARANTY AGREEMENT (ATI)
	EXHIBIT 1.1(G)(3)

	 	—
	 	GUARANTY AGREEMENT (SUBSIDIARIES)
	EXHIBIT 1.1(I)

	 	—
	 	INTERCOMPANY SUBORDINATION AGREEMENT
	EXHIBIT 1.1(N)(1)

	 	—
	 	REVOLVING CREDIT NOTE
	EXHIBIT 1.1(N)(2)

	 	—
	 	SWING NOTE
	EXHIBIT 2.4.1

	 	—
	 	REVOLVING CREDIT LOAN REQUEST
	EXHIBIT 2.4.2

	 	—
	 	SWING LOAN REQUEST
	EXHIBIT 7.3.3

	 	—
	 	QUARTERLY COMPLIANCE CERTIFICATE







-vi-









 





CREDIT AGREEMENT




     THIS CREDIT AGREEMENT is dated July 31, 2007 and is made by and among ATI FUNDING CORPORATION,
a Delaware corporation (“ATI Funding”), TDY HOLDINGS, LLC, a Delaware limited liability
company (“TDYH”) (ATI Funding and TDYH are each a “Borrower” and collectively, the
“Borrowers”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter
defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders
under this Agreement (as hereinafter defined) (hereinafter referred to in such capacity as the
“Administrative Agent”), CITIBANK, N.A., in its capacity as co-syndication agent for the
Lenders under this Agreement, JPMORGAN CHASE BANK, N.A., in its capacity as co-syndication agent
for the Lenders under this Agreement (each a “Co-Syndication Agent” and hereinafter
collectively referred to in such capacity as the “Co-Syndication Agents”), BANK OF AMERICA
N.A., in its capacity as co-documentation agent for the Lenders under this Agreement, BANK OF
TOKYO-MITSUBISHI UFJ TRUST COMPANY, in its capacity as co-documentation agent for the Lenders under
this Agreement (each a “Co-Documentation Agent” and hereinafter collectively referred to in
such capacity as the “Co-Documentation Agents”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, in
its capacity as co-managing agent for the Lenders under this Agreement, WACHOVIA BANK, NATIONAL
ASSOCIATION, in its capacity as co-managing agent for the Lenders under this Agreement, NATIONAL
CITY BANK, in its capacity as co-managing agent for the Lenders under this Agreement, and THE BANK
OF NEW YORK, in its capacity as co-managing agent for the Lenders under this Agreement (each a
“Co-Managing Agent” and hereinafter collectively referred to in such capacity as the
“Co-Managing Agents”).



     The Borrowers have requested the Lenders to provide a revolving credit facility (including a
letter of credit subfacility) to the Borrowers in an aggregate principal amount, subject to Section
2.5 [Increase in Revolving Credit Commitments], not to exceed Four Hundred Million and 00/100
Dollars ($400,000,000.00). In consideration of their mutual covenants and agreements hereinafter
set forth and intending to be legally bound hereby, the parties hereto covenant and agree as
follows:



1 CERTAIN DEFINITIONS




     1.1 Certain Definitions.




          In addition to words and terms defined elsewhere in this Agreement, the following words and
terms shall have the following meanings, respectively, unless the context hereof clearly requires
otherwise:



          Administrative Agent shall mean have the meaning specified in the preamble of this
agreement and shall include its successors and assigns.



          Administrative Agent’s Fee shall have the meaning specified in Section 9.9
[Administrative Agent’s Fee].



          Administrative Agent’s Letter shall have the meaning specified in Section 9.9
[Administrative Agent’s Fee].



 









 





          Affiliate as to any Person, any other Person (i) which directly or indirectly
controls, is controlled by, or is under common control with such Person, (ii) which beneficially
owns or holds ten percent (10%) or more of any class of the voting or other equity interests of
such Person, or (iii) ten percent (10%) or more of any class of voting interests or other equity
interests of which is beneficially owned or held, directly or indirectly, by such Person.



          Agreement shall mean this Credit Agreement, as the same may be amended, supplemented,
modified or restated from time to time, including all schedules and exhibits.



          Alternate Source shall have the meaning specified in the definition of LIBOR Rate.



          Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering,
including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the
Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of
Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed,
extended, or replaced).



          Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the
Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the
heading “Commitment Fee.”



          Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on
the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below
the heading “Letter of Credit Fee.”



          Applicable Margin shall mean, as applicable:



          (A) the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans
under the Base Rate Option based on the Leverage Ratio then in effect according to the pricing grid
on Schedule 1.1(A) below the heading “Revolving Credit Base Rate Spread”, or



          (B) the percentage spread to be added to the LIBOR Rate applicable to Revolving Credit Loans
under the LIBOR Rate Option based on the Leverage Ratio then in effect according to the pricing
grid on Schedule 1.1(A) below the heading “Revolving Credit LIBOR Rate Spread”.



          Approved Fund shall mean any fund that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course of 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.



          Assignment and Assumption shall mean an assignment and assumption entered into by a
Lender and an assignee permitted under Section 10.8 [Successors and Assigns], in substantially the
form of Exhibit 1.1(A).



          ATI shall mean Allegheny Technologies Incorporated, a Delaware corporation.



-2-









 





          ATI Funding shall have the meaning specified in the preamble of this Agreement.



          Authorized Officer shall mean the Chief Executive Officer, President, Chief Financial
Officer or Chief Accounting Officer of each of the Loan Parties or such other individuals,
designated by written notice to the Administrative Agent from the Borrowers, authorized to execute
notices, reports and other documents on behalf of the Loan Parties required hereunder. The
Borrowers may amend such list of individuals from time to time by giving written notice of such
amendment to the Administrative Agent.



          Base Rate shall mean the greater of (i) the interest rate per annum announced from
time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate
may not be the lowest rate then being charged commercial borrowers by the Administrative Agent, or
(ii) the Federal Funds Open Rate, plus one half of one percent (0.5%) per annum.



          Base Rate Option shall mean the option of the Borrowers to have Loans bear interest at
the rate and under the terms set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option].



          Borrower shall have the meaning specified in the preamble of this Agreement.



          Borrowers shall have the meaning specified in the preamble of this Agreement.



          Borrowing Date shall mean, with respect to any Loan, the date for the making thereof
or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which
shall be a Business Day.



          Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i)
any Loans to which a LIBOR Rate Option applies which become subject to the same Interest Rate
Option under the same Loan Request by the Borrowers and which have the same Interest Period shall
constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall
constitute one Borrowing Tranche.



          Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on
which commercial banks are authorized or required to be closed for business in Pittsburgh,
Pennsylvania and if the applicable Business Day relates to any Loan to which the LIBOR Rate Option
applies, such day must also be a day on which dealings are carried on in the London interbank
market.



          Change in Law shall mean the occurrence, after the date of this Agreement, of any of
the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the
administration, interpretation or application thereof by any Official Body or (c) the making or
issuance of any request, guideline or directive (whether or not having the force of Law) by any
Official Body.



          Closing Date shall mean July 31, 2007 or such other date as may be agreed to by the
parties hereto.



-3-









 





          Code shall mean the Internal Revenue Code of 1986, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and the rules and
regulations thereunder, as from time to time in effect.



          Commercial Letter of Credit shall mean any letter of credit which is a commercial
letter of credit issued in respect of the purchase of goods or services by one or more of the Loan
Parties in the ordinary course of their business.



          Commitment shall mean as to any Lender the aggregate of its Revolving Credit
Commitment and, in the case of PNC Bank, the aggregate of its Revolving Credit Commitment and its
Swing Loan Commitment, and Commitments shall mean the aggregate of the Revolving Credit
Commitments and Swing Loan Commitment of all of the Lenders.



          Commitment Fee shall have the meaning specified in Section 2.3 [Commitment Fees].



          Compliance Certificate shall have the meaning specified in Section 7.3.3 [Certificate
of ATI].



          Complying Lender shall mean any Lender which is not a Non-Complying Lender.



          Computation Date shall have the meaning specified in Section 2.10.12 [Periodic
Computations of Dollar Equivalent Amount of Obligations; Requests for Additional Optional
Currencies].



          Consolidated EBIT for any period of determination shall mean the sum of (i) net income
(or loss) (excluding extraordinary gains or losses including, without limitation, those items
created by mandated changes in accounting treatment), plus (ii) net interest expense, (iii)
plus all charges against or minus credits to income for federal, state and local
taxes, (iv) plus or minus, as applicable, any other non-cash non-recurring items of
gain or loss with respect to such fiscal period not already excluded hereunder, in each case of ATI
and its Subsidiaries for such period determined and consolidated in accordance with GAAP.



          Consolidated EBITDA for any period of determination shall mean the sum of (i)
Consolidated EBIT, plus (ii) depreciation, plus (iii) amortization, in each case of
ATI and its Subsidiaries for such period determined and consolidated in accordance with GAAP.



          Consolidated Net Indebtedness shall mean (a) Consolidated Total Indebtedness
minus (b) (i) cash that is not subject to a Lien, plus (ii) Permitted Investments
that are not subject to a Lien, minus (iii) One Hundred Million and 00/100 Dollars
($100,000,000.00), in each case determined and consolidated for ATI and its Subsidiaries in
accordance with GAAP.



          Consolidated Tangible Assets shall mean total assets minus intangible assets
in each case determined and consolidated for ATI and its Subsidiaries in accordance with GAAP.



          Consolidated Total Indebtedness as of any date of determination, shall mean any and
all Indebtedness of ATI and its Subsidiaries, in each case determined and consolidated in
accordance with GAAP.



-4-









 





          Co-Documentation Agent shall have the meaning specified in the preamble of this
Agreement.



          Co-Documentation Agents shall have the meaning specified in the preamble of this
Agreement.



          Co-Managing Agent shall have the meaning specified in the preamble of this Agreement.



          Co-Managing Agents shall have the meaning specified in the preamble of this Agreement.



          Co-Syndication Agent shall have the meaning specified in the preamble of this
Agreement.



          Co-Syndication Agents shall have the meaning specified in the preamble of this
Agreement.



          Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the
United States of America.



          Dollar Equivalent shall mean, with respect to any amount of any currency, the
Equivalent Amount of such currency expressed in Dollars.



          Domestic Subsidiary shall mean any Subsidiary organized under the laws of any state of
the United States of America or the District of Columbia.



          Drawing Date shall have the meaning specified in Section 2.10.3 [Disbursements,
Reimbursement].



          Environmental Laws shall mean all applicable federal, state and local Laws (including
common law), constitutions, statutes, treaties, regulations, rules, ordinances and codes and any
consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued
by or entered into with an Official Body pertaining or relating to: (i) pollution or pollution
control; (ii) protection of human health from exposure to regulated substances; or the environment;
(iii) protection of the environment and/or natural resources; employee safety in the workplace;
(iv) the presence, use, management, generation, manufacture, processing, extraction, treatment,
recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection,
distribution, disposal or release or threat of release of regulated substances; (v) the presence of
contamination; (vi) the protection of endangered or threatened species; and (vii) the protection of
environmentally sensitive areas.



          Equivalent Amount shall mean, at any time, as determined by the Administrative Agent
(which determination shall be conclusive absent manifest error), with respect to an amount of any
currency (the “Reference Currency”) which is to be computed as an equivalent amount of another
currency (the “Equivalent Currency”): (i) if the Reference Currency and the Equivalent Currency
are the same, the amount of such Reference Currency, or (ii) if the Reference Currency and the
Equivalent Currency are not the same, the amount of such Equivalent Currency



-5-









 




converted from such Reference Currency at the Administrative Agent’s then current selling rate
of exchange, as determined by the Administrative Agent, for payment by teletransmission or
otherwise to or at the place of payment when and in the currency in which payment is to be made
under the Letter of Credit, plus any and all costs, premiums and expenses arising from all currency
conversions incurred by the Administrative Agent in connection therewith.




          Equivalent Currency shall have the meaning specified in the definition of Equivalent
Amount.



          ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may
be amended or supplemented from time to time, and any successor statute of similar import, and the
rules and regulations thereunder, as from time to time in effect.



          ERISA Affiliate shall mean, at any time, any trade or business (whether or not
incorporated) under common control with ATI or either Borrower and are treated as a single employer
under Section 414 of the Code.



          ERISA Event means (a) a reportable event (under Section 4043 of ERISA and regulations
thereunder) with respect to a Pension Plan; (b) a withdrawal by ATI, either Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that
is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by ATI, either Borrower or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an
event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon ATI, either Borrower or any ERISA Affiliate.



          Euro shall mean the European common currency pursuant to the European monetary union.



          Eurocurrency Liabilities shall have the meaning specified in the definition of LIBOR
Rate Reserve Percentage.



          Event of Default shall mean any of the events described in Section 8.1 [Events of
Default] and referred to therein as an “Event of Default.”



          Excess Interest shall have the meaning assigned to that term in Section 3.1 [Interest
Rate Options].



          Excluded Taxes shall mean, with respect to the Administrative Agent, any Lender, the
Issuing Lender or any other recipient of any payment to be made by or on account of any obligation
of the Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes),



-6-









 




by the jurisdiction (or any political subdivision thereof) under the Laws of which such
recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable lending office is located, (b) any branch profits taxes imposed by the
United States of America or any similar tax imposed by any other jurisdiction in which either
Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new lending office) or is attributable to such Foreign Lender’s failure or inability
(other than as a result of a Change in Law) to comply with Section 4.8.5 [Taxes —Status of
Lenders], except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at
the time of designation of a new lending office (or assignment), to receive additional amounts from
the Borrowers with respect to such withholding tax pursuant to Section 4.8.1 [Payment Free of
Taxes].




          Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed,
extended, amended or replaced.



          Existing Credit Agreement shall mean that certain First Amended and Restated Revolving
Credit and Security Agreement dated August 4, 2005, by and among the Borrowers from time to time
party thereto, each of the Guarantors from time to time party thereto, the Lenders from time to
time party thereto, PNC Bank, National Association, as administrative agent and collateral agent
for the Lenders, Bank of America, N.A., National City Business Credit, Inc. and Wachovia Bank,
National Association, as documentation agents for the Lenders and PNC Capital Markets, Inc. and J.
P. Morgan Securities, Inc., as co-lead arrangers and joint book runners.



          Existing Letters of Credit shall mean all letters of credit set forth on Schedule
1.1(E) which were issued by the financial institution listed on Schedule 1.1(E) under
the Existing Credit Agreement prior to the date hereof upon the application of a Loan Party and are
outstanding on the Closing Date.



          Expiration Date shall mean, with respect to the Revolving Credit Commitments, July 31,
2012.



          Federal Funds Effective Rate for any day shall mean the rate per annum (based on a
year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced
by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted
average of the rates on overnight federal funds transactions arranged by federal funds brokers on
the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor)
in substantially the same manner as such Federal Reserve Bank computes and announces the weighted
average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement;
provided, if such Federal Reserve Bank (or its successor) does not announce such rate on
any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate
for the last day on which such rate was announced.



          Federal Funds Open Rate. The rate per annum determined by the Administrative Agent in
accordance with its usual procedures (which determination shall be conclusive absent



-7-









 




manifest error) to be the “open” rate for federal funds transactions as of the opening of
business for federal funds transactions among members of the Federal Reserve System arranged by
federal funds brokers on such day, as quoted by Garvin Guybutler, any successor entity thereto, or
any other broker selected by the Administrative Agent, as set forth on the applicable Telerate
display page; provided, however; that if such day is not a Business Day, the
Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business
Day, or if no such rate shall be quoted by a Federal funds broker at such time, such other rate as
determined by the Administrative Agent in accordance with its usual procedures.




          Foreign Lender shall mean any Lender that is organized under the Laws of a
jurisdiction other than that in which each Borrower is resident for tax purposes. For purposes of
this definition, the United States of America, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.



          Foreign Subsidiary shall mean any Subsidiary of ATI that is not organized under the
Laws of the United States of America or any state thereof.



          GAAP shall mean generally accepted accounting principles as are in effect in the
United States from time to time, subject to the provisions of Section 1.3 [Accounting Principles],
and applied on a consistent basis both as to classification of items and amounts.



          Guarantor shall mean separately, and Guarantors shall mean collectively, each
of the parties to this Agreement which is designated as a “Guarantor” on the signature page hereof
and each other Person which joins this Agreement as a Guarantor after the date hereof.



          Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan
Documents in the form of Exhibit 1.1(G)(1).



          Guaranty of any Person shall mean any obligation of such Person guaranteeing or in
effect guaranteeing any liability or obligation of any other Person in any manner, whether directly
or indirectly, including any agreement to indemnify or hold harmless any other Person, any
performance bond or other suretyship arrangement and any other form of assurance against loss,
except endorsement of negotiable or other instruments for deposit or collection in the ordinary
course of business.



          Guaranty Agreement or Guaranty Agreements shall mean, singularly or
collectively, as the context may require, (i) the Guaranty and Suretyship Agreement in
substantially the form of Exhibit 1.1(G)(2) executed and delivered by ATI to the
Administrative Agent for the benefit of the Lenders on the date hereof, (ii) the Guaranty and
Suretyship Agreement in substantially in the form of Exhibit 1.1(G)(3) executed and
delivered by each of the Guarantors (other than ATI) to the Administrative Agent for the benefit of
the Lenders, on the date hereof, and (iii) any other Guaranty and Suretyship Agreement executed and
delivered by any Person to the Administrative Agent for the benefit of the Lenders on or after the
date hereof, in form and content satisfactory to the Administrative Agent, each as amended,
modified or supplemented from time to time.



          Hedging Contracts shall mean currency swap agreements, energy, raw material, commodity
and other swap agreements and futures agreements, interest rate swap agreements,



-8-









 




interest rate cap agreements, interest rate collar agreements, option agreements or any other
similar hedging agreements or arrangements entered into by a Loan Party in the ordinary course of
business and not for speculative purposes.




          Increasing Lender shall have the meaning specified in Section 2.5.1 [Increasing
Lenders and New Lenders].



          Indebtedness shall mean, as to any Person at any time, without duplication, any and
all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or
unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for
or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any
note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or
otherwise) under any letter of credit, currency swap agreement, interest rate swap, cap, collar or
floor agreement or other interest rate management device, (iv) any other transaction (including
forward sale or purchase agreements, capitalized leases and conditional sales agreements) having
the commercial effect of a borrowing of money entered into by such Person to finance its operations
or capital requirements (but not including trade payables and accrued expenses incurred in the
ordinary course of business which are not represented by a promissory note or other evidence of
indebtedness and which are not more than ninety (90) days past due), (v) any Guaranty of
Indebtedness for borrowed money, or (vi) a Receivables Financing.



          Indemnified Taxes shall mean Taxes other than Excluded Taxes.



          Indemnitee shall have the meaning specified in Section 10.3.2 [Indemnification by the
Borrowers].



          Information shall mean all information received from the Loan Parties or any of their
Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or
any of their Subsidiaries, provided that, in the case of information received from the Loan
Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly
identified at the time of delivery as confidential.



          Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or
proceeding with respect to such Person (i) before any court or any other Official Body under any
bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for
the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution,
winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors,
composition, marshaling of assets for creditors, or other, similar arrangement in respect of such
Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.



          Intellectual Property shall have the meaning specified in Section 5.1.10 [Patents,
Trademarks, Copyrights, Licenses, Etc.].



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     Intercompany Subordination Agreement shall mean a Subordination Agreement among the
Loan Parties in the form attached hereto as Exhibit 1.1(I), as amended, modified or
supplemented from time to time.



     Interest Period shall mean the period of time selected by the Borrowers in connection
with (and to apply to) any election permitted hereunder by the Borrowers to have Revolving Credit
Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition,
such period shall be one, two, three or six Months. Such Interest Period shall commence on the
effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if the Borrowers
are requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if
the Borrowers are renewing or converting to the LIBOR Rate Option applicable to outstanding Loans.
Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a
date which is not a Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (B) the Borrowers shall not select, convert to or renew an
Interest Period for any portion of the Loans that would end after the Expiration Date.



     Interest Coverage Ratio shall mean, as of any date of determination, the ratio of
Consolidated EBIT to interest expense, in each case determined and consolidated for ATI and its
Subsidiaries in accordance with GAAP.



     Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap,
adjustable strike cap, adjustable strike corridor or similar agreements entered into by the Loan
Parties or their Subsidiaries in order to provide protection to, or minimize the impact upon, the
Borrowers, the Guarantors and/or their Subsidiaries of increasing floating rates of interest
applicable to Indebtedness.



     Interest Rate Option shall mean any LIBOR Rate Option or Base Rate Option.



     Inventory shall mean and include as to each Loan Party all of such Loan Party’s now
owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be
furnished under any consignment arrangement, contract of service or held for sale or lease, all raw
materials, work in process, finished goods and materials and supplies of any kind, nature or
description which are or might be used or consumed in such Loan Party’s business or used in selling
or furnishing such goods, merchandise and other personal property, and all documents of title or
other documents representing them.



     IRS shall mean the Internal Revenue Service.



     Issuing Lender means PNC Bank, in its individual capacity as issuer of Letters of
Credit hereunder, and any other Lender that Borrowers, Administrative Agent and such other Lender
may agree may from time to time issue Letters of Credit hereunder.



     Joint Venture shall mean a corporation, partnership, limited liability company or
other entities in which any Person other than the Loan Parties and their Subsidiaries holds,
directly or indirectly, an equity interest.




-10-










 





          Law shall mean any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond,
judgment, authorization or approval, lien or award of or settlement agreement with any Official
Body.




          Lender Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is
provided by any Lender or its Affiliate and with respect to which the Administrative Agent
confirms: (i) is documented in a standard International Swap Dealer Association Agreement, (ii)
provides for the method of calculating the reimbursable amount of the provider’s credit exposure in
a reasonable and customary manner, and (iii) is entered into for hedging (rather than speculative)
purposes.




          Lenders shall mean the financial institutions named on Schedule 1.1(B) and
their respective successors and assigns as permitted hereunder, each of which is referred to herein
as a Lender.




          Letter of Credit shall have the meaning specified in Section 2.10.1 [Issuance of
Letters of Credit].




          Letter of Credit Borrowing shall have the meaning specified in Section 2.10.3.3
[Disbursements, Reimbursement].




          Letter of Credit Fee shall have the meaning specified in Section 2.10.2 [Letter of
Credit Fees].




          Letter of Credit Obligation means, as of any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit (if any Letter of Credit shall
increase in amount automatically in the future, such aggregate amount available to be drawn shall
currently give effect to any such future increase) plus the aggregate Reimbursement
Obligations and Letter of Credit Borrowings.




          Letter of Credit Sublimit shall have the meaning specified in Section 2.10.1 [Letter
of Credit Subfacility].




          Leverage Ratio shall mean as of the date of determination, the ratio of (A)
Consolidated Total Indebtedness on such date to (B) Consolidated EBITDA (i) for the four (4) fiscal
quarters ending if such date is a fiscal quarter end or (ii) for the four (4) fiscal quarters most
recently ended if such date is not a fiscal quarter end.




          Leverage Ratio (Pricing) shall mean, as of any date of determination, the ratio of (A)
Consolidated Net Indebtedness on such date to (B) Consolidated EBITDA (i) for the four (4) fiscal
quarters then ending if such date is a fiscal quarter end or (ii) for the four (4) fiscal quarters
most recently ended if such date is not a fiscal quarter end.




          LIBOR Rate shall mean, with respect to the Loans comprising any Borrowing Tranche to
which the LIBOR Rate Option applies for any Interest Period, the interest rate per annum determined
by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to
the nearest 1/100th of 1% per annum) (i) the rate which appears on the

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Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which
US dollar deposits are offered by leading banks in the London interbank deposit market), or the
rate which is quoted by another source selected by the Administrative Agent which has been approved
by the British Bankers’ Association as an authorized information vendor for the purpose of
displaying rates at which US dollar deposits are offered by leading banks in the London interbank
deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business
Days prior to the commencement of such Interest Period as the London interbank offered rate for
U.S. Dollars for an amount comparable to such Borrowing Tranche and having a borrowing date and a
maturity comparable to such Interest Period (or if there shall at any time, for any reason, no
longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable
replacement rate determined by the Administrative Agent at such time (which determination shall be
conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve
Percentage. Such LIBOR Rate may also be expressed by the following formula:




	 	 	 	 	 
	LIBOR = 

	 	Average of London interbank offered rates quoted by Bloomberg

or appropriate successor as shown on Bloomberg Page BBAM1
	 	 
	 	 	 
	 	 	1.00 - LIBOR Reserve Percentage	 	 






          The LIBOR Rate shall be adjusted with respect to any Loan to which the LIBOR Rate Option
applies that is outstanding on the effective date of any change in the LIBOR Rate Reserve
Percentage as of such effective date. The Administrative Agent shall give prompt notice to the
Borrowers of the LIBOR Rate as determined or adjusted in accordance herewith, which determination
shall be conclusive absent manifest error.




          LIBOR Rate Option shall mean the option of the Borrowers to have Loans bear interest
at the rate and under the terms set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate
Option].




          LIBOR Rate Reserve Percentage shall mean as of any day the maximum percentage in
effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirements (including supplemental, marginal and emergency
reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency
Liabilities”).




          Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge
or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or
involuntarily given, including any conditional sale or title retention arrangement, and any
assignment, deposit arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or not a lien or other
encumbrance is created or exists at the time of the filing).




          Loan Documents shall mean this Agreement, the Administrative Agent’s Letter, the
Guaranty Agreements, the Intercompany Subordination Agreement, the Notes, the Letters of Credit and
any other instruments, certificates or documents delivered in connection herewith or




-12-









 







therewith, as the same may be amended, modified or supplemented from time to time in
accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents.




          Loan Parties shall collectively mean the Borrowers and the Guarantors and Loan
Party shall mean any Borrower or any Guarantor.




          Loan Request shall mean either a Revolving Credit Loan Request or a Swing Loan
Request.




          Loans shall mean collectively and Loan shall mean separately all Revolving
Credit Loans and Swing Loans or any Revolving Credit Loan or Swing Loan, respectively.




          Material Adverse Change shall mean any set of circumstances or events which (a) has or
could reasonably be expected to have any material adverse effect whatsoever upon the validity or
enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be expected
to be material and adverse to the business, properties, assets, financial condition or results of
operations of the Loan Parties taken as a whole, (c) impairs materially or could reasonably be
expected to impair materially the ability of the Loan Parties to duly and punctually pay or perform
their Indebtedness, or (d) impairs materially or could reasonably be expected to impair materially
the ability of the Administrative Agent or any of the Lenders, to the extent permitted, to enforce
their legal remedies pursuant to this Agreement or any other Loan Document.




          Month, with respect to an Interest Period under the LIBOR Rate Option, shall mean the
interval between the days in consecutive calendar months numerically corresponding to the first day
of such Interest Period. If any LIBOR Rate Interest Period begins on a day of a calendar month for
which there is no numerically corresponding day in the month in which such Interest Period is to
end, the final month of such Interest Period shall be deemed to end on the last Business Day of
such final month.




          Moody’s shall mean Moody’s Investors Service, Inc. and its successors.




          Multiemployer Plan shall mean any employee benefit plan which is a “multiemployer
plan” within the meaning of Section 4001(a)(3) of ERISA and to which ATI, either Borrower or any
member of the ERISA Group is then making or accruing an obligation to make contributions or, within
the preceding five Plan years, has made or had an obligation to make such contributions.




          New Lender shall have the meaning specified in Section 2.5.1 [Increasing Lenders and
New Lenders].




          Non-Complying Lender shall mean any Lender which has failed to fund any Loan which it
is required to fund, or pay any other amount which it is required to pay to the Administrative
Agent or any other Lender, within one day of the due date therefor.




          Non-Consenting Lender shall have the meaning specified in Section 10.1.4
[Miscellaneous].




-13-









 








          Notes shall mean, collectively, the Notes in the form of Exhibit 1.1(N)(1)
evidencing the Revolving Credit Loans and in the form of Exhibit 1.1(N)(2) evidencing the
Swing Loans.




          Notices shall have the meaning specified in Section 10.5 [Notices; Effectiveness;
Electronic Communication].




          Obligation shall mean any obligation or liability of any of the Loan Parties,
howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due, under or in connection with (i) this Agreement, the
Notes, the Letters of Credit, the Administrative Agent’s Letter or any other Loan Document whether
to the Administrative Agent, any of the Lenders or their Affiliates or other persons provided for
under such Loan Documents, and (ii) any Lender Provided Interest Rate Hedge.




          Official Body shall mean the government of the United States of America or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).




          Optional Currency shall mean any of the following currencies (i) Euro, (ii) Swiss
francs, (iii) Japanese yen, (iv) British pounds sterling, (v) Canadian dollars and (vi) any other
currency approved by the Administrative Agent and all of the Lenders pursuant to Section 2.10.12
[Periodic Computations of Dollar Equivalent Amount of Obligations; Requests for Additional Optional
Currencies].




          Order shall have the meaning specified in Section 2.10.9 [Liability for Acts and
Omissions].




          Original Currency shall have the meaning specified in Section 2.10.13 [Judgment
Currency].




          Other Currency shall have the meaning specified in Section 2.10.13 [Judgment
Currency].




          Other Taxes shall mean all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.




          Participant has the meaning specified in Section 10.8.4 [Participations].




          Participation Advance shall have the meaning specified in Section 2.10.3.3
[Disbursements, Reimbursement].




          Payment Date shall mean the first day of each calendar quarter after the date hereof
and on the Expiration Date or upon acceleration of the Notes.




-14-









 








          Payment In Full shall mean payment in full in cash of the Loans and other Obligations
hereunder, termination of the Commitments and expiration or termination of all Letters of Credit.




          PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA or any successor.




          Pension Plan means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is sponsored or maintained by ATI, either Borrower or any ERISA Affiliate or to which ATI, either
Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a
multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at
any times during the immediately preceding five plan years.




          Permitted Acquisition shall have the meaning specified in Section 7.2.3(ii)
[Liquidations, Mergers, Consolidations, Acquisitions].




          Permitted Investments shall mean:




          (i) direct obligations of the United States of America or any agency or instrumentality
thereof or obligations backed by the full faith and credit of the United States of America;




          (ii) commercial paper domestic or foreign (A) rated not lower than A-1, by Standard & Poor’s
or P-1 by Moody’s on the date of acquisition or (B) issued by any of (y) the Administrative Agent,
or (z) any Lender;




          (iii) demand deposits, time deposits or certificates of deposit and other obligations issued
by any Lender, or any other domestic or foreign commercial bank that has stockholders’ equity of
One Hundred Million and 00/100 Dollars ($100,000,000.00) or more on the date of acquisition; and




          (iv) obligations of any foreign government or obligations that possess a guaranty of the full
faith and credit of any foreign government;




          (v) obligations of any of the following:




               (a) United States government-sponsored enterprises, federal agencies, and federal financing
banks that are not otherwise authorized including, but not limited to, the following:



                    (I) United States government-sponsored enterprises such as instrumentalities of the Federal
Credit System (Bank for Cooperatives, Federal Land Banks), Federal Home Loan Banks and Federal
National Mortgage Association; and



                    (II) Federal agencies such as instrumentalities of the Department of Housing and Urban
Development (Federal Housing Administration, Government



-15-









 




National Mortgage Association), Export-Import Bank, Farmers Home Administration and Tennessee
Valley Authority;




          (vi) obligations of states, counties, and municipalities of the United States;




          (vii) debt obligations (other than commercial paper obligations) of domestic or foreign
corporations;




          (viii) preferred stock obligations with a floating rate dividend that is reset periodically at
auction;




          (ix) investments in repurchase agreements collateralized by any of the above securities
eligible for outright purchase, provided the collateral is delivered to a bank custody account in
accordance with the terms of a written repurchase agreement with a dealer or bank; and




          (x) investments in shares of institutional mutual funds whose investment policies are
essentially in agreement with the above type and criteria for investments otherwise set forth in
this definition of Permitted Investments,




provided that investments described in clauses (i), (iv), (v), (vi), (vii), (viii), (ix) and (x)
above are restricted to obligations rated no lower than investment grade by Moody’s or Standard &
Poor’s.




          Permitted Liens shall mean:




          (i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of
business and which are not yet due and payable;




          (ii) Pledges or deposits made in the ordinary course of business to secure payment of
workmen’s compensation, or to participate in any fund in connection with workmen’s compensation,
unemployment insurance, old-age pensions or other social security programs or general liability or
product liability insurance;




          (iii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing
obligations incurred in the ordinary course of business that are not yet due and payable and Liens
of landlords securing obligations to pay lease payments that are not yet due and payable or in
default;




          (iv) Good-faith pledges or deposits made in the ordinary course of business to secure
performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases,
not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or
surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of
business;




          (v) Encumbrances consisting of zoning restrictions, easements or other restrictions on the use
of real property, none of which materially impairs the use of such property


-16-









 








or the value thereof, and none of which is violated in any material respect by existing or
proposed structures or land use;




          (vi) Liens on property leased by or consigned to any Loan Party or Subsidiary of a Loan Party
under capital and operating leases or consignment arrangements securing obligations of such Loan
Party or Subsidiary to the lessor under such leases;




          (vii) Any Lien existing on the date of this Agreement and described on Schedule
1.1(P), provided that the principal amount secured thereby is not hereafter increased,
and no additional assets become subject to such Lien, and Liens created in connection with a
refinancing of Indebtedness related to Liens identified on Schedule 1.1(P) which
refinancing is not in violation of the terms of this Agreement;




          (viii) Purchase Money Security Interests, provided that the aggregate value of the
assets subject to such Purchase Money Security Interest securing such Indebtedness shall not exceed
ten percent (10%) of Consolidated Tangible Assets (excluding for the purpose of this computation
any loans or deferred payments secured by Liens described on Schedule 1.1(P));




          (ix) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository institution, provided that (1) such deposit
account is not a dedicated cash collateral account and is not subject to restrictions against
access by the applicable Loan Party in excess of those set forth by regulations promulgated by the
Federal Reserve Board, and (2) such deposit account is not intended by such Loan Party to provide
collateral to the depository institution;




          (xi) Liens on assets acquired in connection with a Permitted Acquisition, provided
that such Liens extend only to the assets acquired in such Permitted Acquisition;




          (xii) Liens arising in connection with a Receivable Financing in an amount not to exceed Two
Hundred Fifty Million and 00/100 Dollars ($250,000,000.00) unless such Receivables Financing has
been approved by the Required Lenders;




          (xiii) Liens incurred by Shanghai STAL Precision Stainless Steel Co. Ltd. on assets owned by
Shanghai STAL Precision Stainless Steel Co. Ltd.;




          (xiv) Liens consisting of pledges of government securities or cash collateral in an amount not
to exceed One Hundred Million and 00/100 Dollars ($100,000,000.00) to secure obligations under
Hedging Contracts entered into in the ordinary course of business;




          (xv) The following, (A) if the validity or amount thereof is being contested in good faith by
appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have
been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is
discharged within thirty (30) days of entry, and in any case they do not, in the aggregate,
materially impair the ability of any Loan Party to perform its Obligations hereunder or under the
other Loan Documents:




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          (1) Claims or Liens for taxes, assessments or charges due and payable and subject to interest
or penalty; provided that the applicable Loan Party maintains such reserves or other
appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges
forthwith upon the commencement of proceedings to foreclose any such Lien;




          (2) Claims, Liens or encumbrances upon, and defects of title to, real or personal property,
including any attachment of personal or real property or other legal process prior to adjudication
of a dispute on the merits;




          (3) Claims or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory
nonconsensual Liens; or




          (4) Liens resulting from final judgments or orders described in Section 8.1.6 [Final Judgments
or Orders]; and




          (xvi) Liens not otherwise described by the foregoing clauses in this definition on assets
other than Inventory of the Loan Parties securing Indebtedness, provided that the value of
the assets subject to such Liens securing such Indebtedness shall not exceed ten percent (10%) of
Consolidated Tangible Assets.




          Person shall mean any individual, corporation, partnership, limited liability company,
association, joint-stock company, trust, unincorporated organization, joint venture, government or
political subdivision or agency thereof, or any other entity.




          Plan shall mean at any time an employee pension benefit plan (including a Multiple
Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to
the minimum funding standards under Section 412 of the Code and either (i) is maintained by any
member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time
within the preceding five years been maintained by any entity which was at such time a member of
the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.




          PNC Bank shall mean PNC Bank, National Association, its successors and assigns.




          Potential Default shall mean any event or condition which with notice or passage of
time, or a determination by the Administrative Agent or the Required Lenders, or any combination of
the foregoing, would constitute an Event of Default.




          Principal Office shall mean the main banking office of the Administrative Agent in
Pittsburgh, Pennsylvania.




          Projections shall have the meaning specified in Section 5.1.6(i) [Projections].




          Purchase Money Security Interest shall mean Liens upon real or tangible personal
property securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by
such Loan Party or Subsidiary for the purchase of such real or tangible personal property.




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          Ratable Share shall mean the proportion that a Lender’s Commitment (excluding the
Swing Loan Commitment) bears to the Commitments (excluding the Swing Loan Commitment) of all of the
Lenders. If the Commitments have terminated or expired, the Ratable Shares shall be determined
based upon the Commitments (excluding the Swing Loan Commitment) most recently in effect, giving
effect to any assignments.




          Receivables Financing shall mean the sale and/or pledge of all or a portion of the
accounts receivables of the Loan Parties in connection with an “asset securitization” or similar
transaction.




          Reference Currency shall have the meaning specified in the definition of Equivalent
Amount.




          Reimbursement Obligation shall have the meaning specified in Section 2.10.3.1
[Disbursements, Reimbursement].




          Related Parties shall mean, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.




          Relief Proceeding shall mean any proceeding seeking a decree or order for relief in
respect of any Loan Party or Subsidiary of a Loan Party in a voluntary or involuntary case under
any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in
effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of any Loan Party or Subsidiary of a Loan Party for
any substantial part of its property, or for the winding-up or liquidation of its affairs, or an
assignment for the benefit of its creditors.




          Required Lenders shall mean




          (i) if there are no Loans, Reimbursement Obligations or Letter of Credit Borrowings
outstanding, Complying Lenders whose Commitments (excluding the Swing Loan Commitment) aggregate
more than fifty percent (50%) of the Commitments (excluding the Swing Loan Commitment) of all of
the Complying Lenders, or




          (ii) if there are Loans, Reimbursement Obligations, or Letter of Credit Borrowings
outstanding, any group of Complying Lenders if the sum of the Loans (excluding the Swing Loans),
Reimbursement Obligations and Letter of Credit Borrowings of such Lenders then outstanding
aggregates more than fifty percent (50%) of the total principal amount of all of the Loans
(excluding the Swing Loans), Reimbursement Obligations and Letter of Credit Borrowings of all of
the Complying Lenders then outstanding.




          Required Share shall have the meaning specified in Section 4.1 [Settlement Date
Procedures].




          Revolving Credit Commitment shall mean, as to any Lender at any time, the amount
initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount of
Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or

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modified and Revolving Credit Commitments shall mean the aggregate Revolving Credit
Commitments of all of the Lenders.




          Revolving Credit Loan Request shall have the meaning specified in Section 2.4.1
[Revolving Credit Loan Requests].




          Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall
mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Lenders or one
of the Lenders to the Borrowers pursuant to Section 2.1 [Revolving Credit and Swing Loan
Commitments] or 2.10.3 [Disbursements, Reimbursement].




          Revolving Facility Usage shall mean at any time the sum of the outstanding Revolving
Credit Loans and the Dollar Equivalent Amount of Letter of Credit Obligations.




          Settlement Dates shall mean any Business Day on which the Administrative Agent elects
to effect settlement pursuant to Section 4.10.




          Solvent shall mean, with respect to any Person on a particular date, that on such date
(i) the fair value of the property of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person, (ii) the present fair
saleable value of the assets of such Person is not less than the amount that will be required to
pay the probable liability of such Person on its debts as they become absolute and matured, (iii)
such Person is able to realize upon its assets and pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of business, (iv) such Person
does not intend to, and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in
business or a transaction, and is not about to engage in business or a transaction, for which such
Person’s property would constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which such Person is engaged. In computing the amount of
contingent liabilities at any time, it is intended that such liabilities will be computed at the
amount which, in light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability.




          Specified Dividend shall have the meaning specified in Section 7.2.2 [Dividends and
Related Distributions].




          Standard & Poor’s shall mean Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors.




          Standby Letter of Credit shall mean a Letter of Credit issued to support obligations
of one or more of the Loan Parties, contingent or otherwise, which finance the working capital or
business needs of the Loan Parties, but excluding any Letter of Credit (a) under which the stated
amount of such Letter of Credit increases automatically over time or (b) that is a Commercial
Letter of Credit.




          Statements shall have the meaning specified in Section 5.1.6(ii) [Historical
Statements].




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          Subsidiary of any Person at any time shall mean any corporation, trust, partnership,
any limited liability company or other business entity (i) of which more than fifty percent (50%)
of the outstanding voting securities or other interests normally entitled to vote for the election
of one or more directors or trustees (regardless of any contingency which does or may suspend or
dilute the voting rights) is at such time owned directly or indirectly by such Person or one or
more of such Person’s Subsidiaries, or (ii) which is controlled by such Person or one or more of
such Person’s Subsidiaries.




          Subsidiary Equity Interests shall have the meaning specified in Section 5.1.2
[Subsidiaries and Owners; Investment Companies].




          Suretyship Portion shall have the meaning specified in Section 10.16 [Relative
Priority of Security Interests; Limitation of Certain Liabilities].




          Swing Loan Commitment shall have the meaning specified in Section 2.1.2 [Swing Loans].




          Swing Loan Request shall have the meaning specified in Section 2.4.2 [Swing Loan
Requests].




          Swing Loans shall mean PNC Bank’s commitment to make Swing Loans to the Borrowers
pursuant to Section 2.1.2 [Swing Loans] hereof in an aggregate principal amount up to Twenty-Five
Million and 00/100 Dollars ($25,000,000.00).




          Taxes shall mean all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Official Body, including any
interest, additions to tax or penalties applicable thereto.




          TDYH shall have the meaning specified in the preamble of this Agreement.




          USA Patriot Act shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as
the same has been, or shall hereafter be, renewed, extended, amended or replaced.




     1.2 Construction.



          Unless the context of this Agreement otherwise clearly requires, the following rules of
construction shall apply to this Agreement and each of the other Loan Documents: (i) references to
the plural include the singular, the plural, the part and the whole and the words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii)
the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any
other Loan Document refer to this Agreement or such other Loan Document as a whole; (iii) article,
section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan
Document, as the case may be, unless otherwise specified; (iv) reference to any Person includes
such Person’s successors and assigns; (v) reference to any agreement, including this Agreement and
any other Loan Document together with the schedules and exhibits hereto or thereto, document or
instrument means such agreement, document or instrument as amended, modified, replaced, substituted
for, superseded or restated; (vi) relative





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to the determination of any period of time, “from” means “from and including,” “to” means
“to but excluding,” and “through” means “through and including”; (vii) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract
rights, (viii) section headings herein and in each other Loan Document are included for convenience
and shall not affect the interpretation of this Agreement or such Loan Document, and (ix) unless
otherwise specified, all references herein to times of day shall be references to Eastern Standard
Time.




     1.3 Accounting Principles.



          Except as otherwise provided in this Agreement, all computations and determinations as to
accounting or financial matters and all financial statements to be delivered pursuant to this
Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation
where appropriate), and all accounting or financial terms shall have the meanings ascribed to such
terms by GAAP; provided, however, that all accounting terms used in Section 7.2
[Negative Covenants] (and all defined terms used in the definition of any accounting term used in
Section 7.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms)
under GAAP as in effect on the date hereof applied on a basis consistent with those used in
preparing the Statements referred to in Section 5.1.6(ii) [Historical Statements]. In the event of
any change after the date hereof in GAAP, and if such change would result in the inability to
determine compliance with the financial covenants set forth in Section 7.2 [Negative Covenants]
based upon ATI’s regularly prepared financial statements by reason of the preceding sentence, then
the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement
that would adjust such financial covenants in a manner that would not affect the substance thereof,
but would allow compliance therewith to be determined in accordance with ATI’s financial statements
at that time.




2 REVOLVING CREDIT AND SWING LOAN FACILITIES




     2.1 Revolving Credit and Swing Loan Commitments.



          2.1.1 Revolving Credit Loans.




          Subject to the terms and conditions hereof and relying upon the representations and warranties
herein set forth, each Lender severally agrees to make Revolving Credit Loans to the Borrowers at
any time or from time to time on or after the date hereof to the Expiration Date; provided
that after giving effect to each such Revolving Credit Loan (i) the aggregate amount of all
Revolving Credit Loans from such Lender shall not exceed such Lender’s Revolving Credit Commitment
minus such Lender’s Ratable Share of the Letter of Credit Obligations and (ii) the Revolving
Facility Usage shall not exceed the Revolving Credit Commitments. Within such limits of time and
amount and subject to the other provisions of this Agreement, the Borrowers may borrow, repay and
reborrow pursuant to this Section 2.1.1 [Revolving Credit Loans].




          2.1.2 Swing Loans.




          Subject to the terms and conditions hereof and relying upon the representations and warranties
herein set forth, and in order to facilitate loans and repayments between


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Settlement Dates, PNC Bank may, at its option, cancelable at any time for any reason
whatsoever, make swing loans (the “Swing Loans”) to the Borrowers at any time or from time
to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal
amount up to but not in excess of Twenty Five Million and 00/100 Dollars ($25,000,000.00) (the
“Swing Loan Commitment”), provided that the aggregate principal amount of PNC
Bank’s Swing Loans and the Revolving Credit Loans of all the Lenders and the Letter of Credit
Obligations at any one time outstanding shall not exceed the Revolving Credit Commitments of all
the Lenders. Within such limits of time and amount and subject to the other provisions of this
Agreement, the Borrowers may borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing
Loans].




     2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.



          Each Lender shall be obligated to participate in each request for Revolving Credit Loans
pursuant to Section 2.4.1 [Revolving Credit Loan Requests] in accordance with its Ratable Share.
The aggregate of each Lender’s Revolving Credit Loans outstanding hereunder to the Borrowers at any
time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the Letter of
Credit Obligations. The obligations of each Lender hereunder are several. The failure of any
Lender to perform its obligations hereunder shall not affect the Obligations of the Borrowers to
any other party nor shall any other party be liable for the failure of such Lender to perform its
obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans
hereunder on or after the Expiration Date.




     2.3 Commitment Fees.



          Accruing from the date hereof until the Expiration Date, the Borrowers agree to pay to the
Administrative Agent for the account of each Lender, as consideration for such Lender’s Revolving
Credit Commitment hereunder, a nonrefundable commitment fee (the “Commitment Fee”) equal to
the Applicable Commitment Fee Rate (computed on the basis of a year of three hundred sixty five
(365) or three hundred sixty six (366) days, as the case may be, and actual days elapsed) on the
average daily difference between the amount of (i) such Lender’s Revolving Credit Commitment as the
same may be constituted from time to time and the (ii) the sum of such Lender’s Revolving Credit
Loans outstanding (for purposes of this computation, PNC Bank’s Swing Loans shall be deemed to be
borrowed amounts under its Revolving Credit Commitment) plus its Ratable Share of Letter of Credit
Obligations. All Commitment Fees shall be payable in arrears on each Payment Date.




     2.4 Revolving Credit Loan Requests; Swing Loan Requests.



          2.4.1 Revolving Credit Loan Requests.




          Except as otherwise provided herein, the Borrowers may from time to time prior to the
Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the
Interest Rate Option applicable to existing Revolving Credit Loans pursuant to Section 3.2
[Interest Periods], by delivering to the Administrative Agent, not later than 12:00 noon, (i) three
(3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving
Credit Loans to which the LIBOR Rate Option applies or the date of conversion to or the

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renewal of the LIBOR Rate Option for any Loans; and (ii) one (1) Business Day prior to either
the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base
Rate Option applies or the last day of the preceding Interest Period with respect to the conversion
to the Base Rate Option for any Loan, of a duly completed request therefor substantially in the
form of Exhibit 2.4.1 or a request by telephone immediately confirmed in writing by letter,
facsimile or telex in such form (each, a “Revolving Credit Loan Request”), it being
understood that the Administrative Agent may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written confirmation. Each Loan
Request shall be irrevocable and shall specify (i) the proposed Borrowing Date and (ii) the
aggregate amount of the proposed Loans comprising each Borrowing Tranche, and, if applicable, the
Interest Period, which amounts shall be in integral multiples of One Million and 00/100 Dollars
($1,000,000.00) and not less than Five Million and 00/100 Dollars ($5,000,000.00) for each
Borrowing Tranche under the LIBOR Rate Option and not less than the lesser of One Million and
00/100 Dollars ($1,000,000.00) or the maximum amount available for Borrowing Tranches under the
Base Rate Option.




          2.4.2 Swing Loan Requests.




          Except as otherwise provided herein, the Borrowers may from time to time prior to the
Expiration Date request PNC Bank to make Swing Loans by delivery to PNC Bank not later than 1:00
p.m. on the proposed Borrowing Date of a duly completed request therefor substantially in the form
of Exhibit 2.4.2 or a request by telephone immediately confirmed in writing by letter,
facsimile or telex, in such form (each, a “Swing Loan Request”), it being understood that
the Administrative Agent may rely on the authority of any individual making such a telephonic
request without the necessity of receipt of such written confirmation. Each Swing Loan Request
shall be irrevocable and shall specify (i) the proposed Borrowing Date and (ii) the principal
amount of such Swing Loan, which shall be in integral multiples of One Hundred Thousand and 00/100
Dollars ($100,000.00) and not less than Five Hundred Thousand and 00/100 Dollars ($500,000.00).




     2.5 Increase in Revolving Credit Commitments.



          2.5.1 Increasing Lenders and New Lenders.




          The Borrowers may, at any time and from time to time, request that (1) the current Lenders
increase their Revolving Credit Commitments (any current Lender which elects to increase its
Revolving Credit Commitment shall be referred to as an “Increasing Lender”) or (2) one or
more new lenders (each, a “New Lender”) join this Agreement and provide a Revolving Credit
Commitment hereunder, subject to the following terms and conditions:




               (i) No Obligation to Increase. No current Lender shall be obligated to increase its
Revolving Credit Commitment and any increase in the Revolving Credit Commitment by any current
Lender shall be in the sole discretion of such current Lender.



               (ii) Defaults. There shall exist no Events of Default or Potential Default on the
effective date of such increase after giving effect to such increase.



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               (iii) Aggregate Revolving Credit Commitments. After giving effect to such increase,
the total Revolving Credit Commitments shall not exceed Five Hundred Million and 00/100 Dollars
($500,000,000.00).



               (iv) Minimum Revolving Credit Commitments. After giving effect to such increase, the
amount of the Revolving Credit Commitments provided by each of the New Lenders and each of the
Increasing Lenders shall be at least Twenty Five Million and 00/100 Dollars ($25,000,000.00).



               (v) Resolutions; Opinion. The Loan Parties shall deliver to the Administrative Agent
on or before the effective date of such increase the following documents in a form reasonably
acceptable to the Administrative Agent: (1) certifications of their corporate secretaries with
attached resolutions certifying that the increase in the Revolving Credit Commitment has been
approved by such Loan Parties, and (2) an opinion of counsel addressed to the Administrative Agent
and the Lenders addressing the authorization and execution of the Loan Documents by, and
enforceability of the Loan Documents against, the Loan Parties.



               (vi) Notes. The Borrowers shall execute and deliver (1) to each Increasing Lender a
replacement revolving credit Note reflecting the new amount of such Increasing Lender’s Revolving
Credit Commitment after giving effect to the increase (and the prior Note issued to such Increasing
Lender shall be deemed to be terminated) and (2) to each New Lender a revolving credit Note
reflecting the amount of such New Lender’s Revolving Credit Commitment.



               (vii) Approval of New Lenders. Any New Lender shall be subject to the approval of the
Administrative Agent, which approval shall not be unreasonably withheld.



               (viii) Increasing Lenders. Each Increasing Lender shall confirm its agreement to
increase its Revolving Credit Commitment pursuant to an acknowledgement in a form acceptable to the
Administrative Agent, signed by it and the Borrowers and delivered to the Administrative Agent at
least five (5) days before the effective date of such increase.



               (ix) New Lenders; Joinder. Each New Lender shall execute a lender joinder in form and
substance satisfactory to the Administrative Agent pursuant to which such New Lender shall join and
become a party to this Agreement and the other Loan Documents with a Revolving Credit Commitment in
the amount set forth in such lender joinder.



          2.5.2 Treatment of Outstanding Loans and Letters of Credit.




               2.5.2.1 Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date
of such increase, the Borrowers shall repay all Loans then outstanding, subject to the Borrowers’
indemnity obligations under Section 4.9 [Indemnity]; provided that they may borrow new
Loans with a Borrowing Date on such date. Each of the Lenders shall participate in any new Loans
made on or after such date in accordance with their respective Ratable Shares after giving effect
to the increase in Revolving Credit Commitments contemplated by this Section 2.5 [Increase in
Revolving Credit Commitments].



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               2.5.2.2 Outstanding Letters of Credit; Repayment of Outstanding Loans; Borrowing of New
Loans. On the effective date of such increase, each Increasing Lender and each New Lender (i)
will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to
its Ratable Share of such Letter of Credit and the participation of each other Lender in such
Letter of Credit shall be adjusted accordingly and (ii) will acquire, (and will pay to the
Administrative Agent, for the account of each Lender, in immediately available funds, an amount
equal to) its Ratable Share of all outstanding Participation Advances.




				
	 	2.6	 	Making Revolving Credit Loans and Swing Loans; Presumptions by the
Administrative Agent; Repayment of Revolving Credit Loans; Repayment of Swing
Loans.





          2.6.1 Making Revolving Credit Loans.




               The Administrative Agent shall, promptly after receipt by it of a Revolving Credit Loan
Request pursuant to Section 2.4.1 [Revolving Credit Loan Requests], notify the Lenders of its
receipt of such Revolving Credit Loan Request specifying the information provided by the Borrowers
and the apportionment among the Lenders of the requested Revolving Credit Loans as determined by
the Administrative Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations with
Respect to Revolving Credit Loans]. Each Lender shall remit the principal amount of each Revolving
Credit Loan to the Administrative Agent such that the Administrative Agent is able to, and the
Administrative Agent shall, to the extent the Lenders have made funds available to it for such
purpose and subject to Section 6.2 [Each Loan or Letter of Credit], fund such Revolving Credit
Loans to the Borrowers in U.S. Dollars and immediately available funds at the Principal Office
prior to 2:00 p.m., on the applicable Borrowing Date; provided that if any Lender fails to
remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect
in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such
Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 2.6.3
[Presumptions by the Administrative Agent].



          2.6.2 Making Swing Loans.




               So long as PNC Bank elects to make Swing Loans, PNC Bank shall, after receipt by it of a Swing
Loan Request pursuant to Section 2.4.2 [Swing Loan Requests], fund such Swing Loan to the Borrowers
in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00 p.m. on the
Borrowing Date.



          2.6.3 Presumptions by the Administrative Agent.




               Unless the Administrative Agent shall have received notice from a Lender prior to the proposed
date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s
share of such Loan, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.6.1 [Making Revolving Credit Loans] and may, in
reliance upon such assumption, make available to the Borrowers a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Loan available to the
Administrative Agent, then the applicable Lender and the



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Borrowers severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount with interest thereon, for each day from and including the date such amount is
made available to the Borrowers to but excluding the date of payment to the Administrative Agent,
at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation and (ii) in the case of a payment to be made by the
Borrowers, the interest rate applicable to Loans under the Base Rate Option. If such Lender pays
its share of the applicable Loan to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan. Any payment by the Borrowers shall be without prejudice to any
claim the Borrowers may have against a Lender that shall have failed to make such payment to the
Administrative Agent.




          2.6.4 Repayment of Revolving Credit Loans.




               The Borrowers shall repay the Revolving Credit Loans together with all outstanding interest
thereon on the Expiration Date.



     2.7 Borrowings to Repay Swing Loans.



               PNC Bank may, at its option, exercisable at any time for any reason whatsoever, demand
repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount equal
to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans,
plus, if PNC Bank so requests, accrued interest thereon, provided that no Lender shall be
obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment
less its Ratable Share of the Letter of Credit Obligations. Revolving Credit Loans made pursuant
to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have
been properly requested in accordance with Section 2.4.1 [Revolving Credit Loan Requests] without
regard to any of the requirements of that provision. PNC Bank shall provide notice to the Lenders
(which may be telephonic, written, or facsimile notice) that such Revolving Credit Loans are to be
made under this Section 2.7 [Borrowings to Repay Swing Loans] and of the apportionment among the
Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans
(whether or not the conditions specified in Section 2.4.1 [Revolving Credit Loan Requests] are then
satisfied) by the time PNC Bank so requests, which shall not be earlier than 2:00 p.m. on the next
Business Day after the date the Lenders receive such notice from PNC Bank.



     2.8 Notes.



               The Obligation of the Borrowers to repay the aggregate unpaid principal amount of the
Revolving Credit Loans made to them by each Lender, together with interest thereon, shall be
evidenced by a revolving credit Note, dated the Closing Date payable to the order of such Lender in
a face amount equal to the Revolving Credit Commitment of such Lender. The Obligation of the
Borrowers to repay the aggregate unpaid principal amount of the Swing Loans made to them by PNC
Bank, together with interest thereon, shall be evidenced by a swing Note, dated the Closing Date
payable to the order of PNC Bank in a face amount equal to the Swing Loan Commitment.



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     2.9 Use of Proceeds.



          The proceeds of the Loans shall be used (i) to provide working capital, and (ii) for general
corporate purposes, including but not limited to payment of dividends, repurchase of stock,
repurchase, retirement or repayment of outstanding indebtedness, Permitted Acquisitions, capital
expenditures, and contributions to pension plans and voluntary employee benefit associations.




     2.10 Letter of Credit Subfacility.



          2.10.1 Issuance of Letters of Credit.




               Borrowers may at any time prior to the Expiration Date request the issuance of a letter of
credit (each a “Letter of Credit”) on behalf of either Borrower or another Loan Party, or
the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan
Party deliver to the Issuing Lender (with a copy to the Administrative Agent) a completed
application and agreement for letters of credit, or request for such amendment or extension, as
applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00
a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing
Lender, in advance of the proposed date of issuance. Each Letter of Credit shall be either a
Standby Letter of Credit or a Commercial Letter of Credit. Promptly after receipt of any Letter of
Credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has received a copy of such Letter of Credit application
and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the
Issuing Lender has received notice from any Lender, Administrative Agent or any Loan party, at
least one day prior to the requested date of issuance, amendment or extension of the applicable
Letter of Credit, that one or more applicable conditions in Section 6 [Conditions of Lending and
Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof
and in reliance on the agreements of the other Lenders set forth in this Section 2.10 [Letter of
Credit Subfacility], the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a
Letter of Credit, which may be denominated in either Dollars or an Optional Currency, or agree to
such amendment or extension, provided that each Letter of Credit shall in no event expire
later than the Expiration Date and provided further that in no event shall (i) the
Dollar Equivalent amount of Letter of Credit Obligations exceed, at any one time, Two Hundred
Million and 00/100 Dollars ($200,000,000.00) (the “Letter of Credit Sublimit”) or (ii) the
Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request
by the Borrowers for the issuance, amendment or extension of a Letter of Credit shall be deemed to
be a representation by the Borrowers that they shall be in compliance with the preceding sentence
and with Section 6 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to
the requested issuance, amendment or extension of such Letter of Credit. Promptly after its
delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof,
the applicable Issuing Lender will also deliver to Borrowers and Administrative Agent a true and
complete copy of such Letter of Credit or amendment. Each of the Existing Letters of Credit shall
be deemed to have been issued hereunder on the Closing Date by PNC Bank as the Issuing Lender.
Each of the Existing Letters of Credit shall be deemed to be a Letter of Credit for all purposes of
this Agreement.



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          2.10.2 Letter of Credit Fees.




               The Borrowers shall pay in Dollars (i) to the Administrative Agent for the ratable account of
the Lenders a fee (the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee
Rate, and (ii) to the Issuing Lender for its own account a fronting fee equal to one hundred twenty
five thousandths of one percent (0.125%) per annum (in each case computed on the basis of a year of
three hundred sixty five (365) or three hundred sixty six (366) days, as applicable, and actual
days elapsed), which fees shall be computed on the daily average Dollar Equivalent amount of Letter
of Credit Obligations and shall be payable quarterly in arrears on each Payment Date in Dollars
following issuance of each Letter of Credit. The Borrowers shall also pay in Dollars to the
Issuing Lender for the Issuing Lender’s sole account the Issuing Lender’s then in effect customary
fees and administrative expenses payable with respect to the Letters of Credit as the Issuing
Lender may generally charge or incur from time to time in connection with the issuance,
maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration
of Letters of Credit.



          2.10.3 Disbursements, Reimbursement.




               Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation
in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable
Share of the maximum amount available to be drawn under such Letter of Credit and the amount of
such drawing, respectively.



               2.10.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary
or transferee thereof, the Issuing Lender will promptly notify the Borrowers and the Administrative
Agent thereof. Provided that it shall have received such notice, the Borrowers shall reimburse
(such obligation to reimburse the Issuing Lender shall sometimes be referred to as a
“Reimbursement Obligation”) the Issuing Lender in Dollars prior to 12:00 noon time on each
date that an amount is paid by the Issuing Lender under any Letter of Credit (each such date, a
“Drawing Date”) by paying to the Administrative Agent for the account of the Issuing Lender
an amount equal to the Dollar Equivalent amount so paid by the Issuing Lender. In the event the
Borrowers fail to reimburse the Issuing Lender (through the Administrative Agent) for the full
Dollar Equivalent amount of any drawing under any Letter of Credit by 12:00 noon on the Drawing
Date, the Administrative Agent will promptly notify each Lender thereof, and the Borrowers shall be
deemed to have requested that Revolving Credit Loans be made by the Lenders in Dollars under the
Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the
amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions
set forth in Section 6.2 [Each Additional Loan] other than any notice requirements. Any notice
given by the Administrative Agent or Issuing Lender pursuant to this Section 2.10.3.1 may be oral
if immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such notice.



               2.10.3.2 Each Lender shall upon any notice pursuant to Section 2.10.3.1 make available to the
Administrative Agent for the account of the Issuing Lender an amount in Dollars in immediately
available funds equal to its Ratable Share of the Dollar Equivalent



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amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.10.3
[Disbursement; Reimbursement]) each be deemed to have made a Revolving Credit Loan in Dollars under
the Base Rate Option to the Borrowers in that amount. If any Lender so notified fails to make
available in Dollars to the Administrative Agent for the account of the Issuing Lender the amount
of such Lender’s Ratable Share of such Dollar Equivalent amount by no later than 2:00 p.m. on the
Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the
Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to
the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and
(ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate
Option on and after the fourth (4th) day following the Drawing Date. The Administrative
Agent and the Issuing Lender will promptly give notice (as described in Section 2.10.3.1 above) of
the occurrence of the Drawing Date, but failure of the Administrative Agent or the Issuing Lender
to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect
such payment on such date shall not relieve such Lender from its obligation under this Section
2.10.3.2.




               2.10.3.3 With respect to any unreimbursed drawing that is not converted into Revolving Credit
Loans under the Base Rate Option to the Borrowers in whole or in part as contemplated by Section
2.10.3.1, because of the Borrowers’ failure to satisfy the conditions set forth in Section 6.2
[Each Additional Loan] other than any notice requirements, or for any other reason, the Borrowers
shall be deemed to have incurred from the Issuing Lender a borrowing (each a “Letter of Credit
Borrowing”) in Dollars equal to the Dollar Equivalent amount of such drawing. Such Letter of
Credit Borrowing shall be due and payable on demand (together with interest) and shall bear
interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option.
Each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant
to Section 2.10.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its
participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such
Lender in satisfaction of its participation obligation under this Section 2.10.3.3.



          2.10.4 Repayment of Participation Advances.




               2.10.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the
Issuing Lender of immediately available funds from the Borrowers (i) in reimbursement of any
payment made by the Issuing Lender under the Letter of Credit with respect to which any Lender has
made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a
payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on
behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the
Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the
Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable
Share of such funds of any Lender that did not make a Participation Advance in respect of such
payment by the Issuing Lender.



               2.10.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or
to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any
portion of any payment made by any Loan Party to the Administrative Agent for the account of the
Issuing Lender pursuant to this Section 2.10.4.2 in reimbursement of a



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payment made under the Letter of Credit or interest or fee thereon, each Lender shall, on
demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of
the Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative
Agent plus interest thereon from the date such demand is made to the date such amounts are returned
by such Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds
Effective Rate in effect from time to time.




          2.10.5 Documentation.




               Each Loan Party agrees to be bound by the terms of the Issuing Lender’s application and
agreement for letters of credit and the Issuing Lender’s written regulations and customary
practices relating to letters of credit, though such interpretation may be different from such Loan
Party’s own. In the event of a conflict between such application or agreement and this Agreement,
this Agreement shall govern. It is understood and agreed that, except in the case of gross
negligence or willful misconduct, the Issuing Lender shall not be liable for any error, negligence
and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or
those contained in the Letters of Credit or any modifications, amendments or supplements thereto.



          2.10.6 Determinations to Honor Drawing Requests.




               In determining whether to honor any request for drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents
and certificates required to be delivered under such Letter of Credit have been delivered and that
they comply on their face with the requirements of such Letter of Credit.



          2.10.7 Nature of Participation and Reimbursement Obligations.




               Each Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans
or Participation Advances, as contemplated by Section 2.10.3 [Disbursements, Reimbursement], as a
result of a drawing under a Letter of Credit, and the Obligations of the Borrowers to reimburse the
Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.10
[Letter of Credit Subfacility] under all circumstances, including the following circumstances:



               (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have
against the Issuing Lender or any of its Affiliates, the Borrowers or any other Person for any
reason whatsoever, or which any Loan Party may have against the Issuing Lender or any of its
Affiliates, any Lender or any other Person for any reason whatsoever;



               (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter
of Credit Borrowing, with the conditions set forth in Section 2.1.1 [Revolving Credit Commitments],
2.4.1 [Revolving Credit Loan Requests], 2.6.1 [Making Revolving Credit Loans] or 6.2 [Each Loan or
Letter of Credit] or as otherwise set forth in this Agreement for the making of a Revolving Credit
Loan, it being acknowledged that such conditions are not required for the making of a Letter of
Credit Borrowing and the obligation of




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the Lenders to make Participation Advances under Section 2.10.3 [Disbursements,
Reimbursement];




               (iii) any lack of validity or enforceability of any Letter of Credit;



               (iv) any claim of breach of warranty that might be made by any Loan Party or any Lender
against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment,
counterclaim, crossclaim, defense or other right which any Loan Party or any Lender may have at any
time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of
Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the
Issuing Lender or its Affiliates or any Lender or any other Person, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction (including any
underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary
for which any Letter of Credit was procured);



               (v) the lack of power or authority of any signer of (or any defect in or forgery of any
signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy,
enforceability or genuineness of any draft, demand, instrument, certificate or other document
presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in
connection with any Letter of Credit, or the transport of any property or provision of services
relating to a Letter of Credit, in each case even if the Issuing Lender or any of its Affiliates
has been notified thereof;



               (vi) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not comply with the
terms of such Letter of Credit;



               (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit,
or any other Person having a role in any transaction or obligation relating to a Letter of Credit,
or the existence, nature, quality, quantity, condition, value or other characteristic of any
property or services relating to a Letter of Credit;



               (viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of
Credit in the form requested by any Loan Party, unless the Issuing Lender has received written
notice from such Loan Party of such failure within three (3) Business Days after the Issuing Lender
shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit
and such error is material and no drawing has been made thereon prior to receipt of such notice;



               (ix) any adverse change in the business, operations, properties, assets, condition (financial
or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;



               (x) any breach of this Agreement or any other Loan Document by any party thereto;



               (xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;



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               (xii) the fact that an Event of Default or a Potential Default shall have occurred and be
continuing;



               (xiii) the fact that the Expiration Date shall have passed or this Agreement or the
Commitments hereunder shall have been terminated; and



               (xiv) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing.



          2.10.8 Indemnity.




               The Loan Parties hereby agree to protect, indemnify, pay and save harmless the Issuing Lender
and any of its Affiliates that has issued a Letter of Credit from and against any and all claims,
demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and
expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of
internal counsel) which the Issuing Lender or any of its Affiliates may incur or be subject to as a
consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of
(A) the gross negligence or willful misconduct of the Issuing Lender as determined by a final
non-appealable judgment of a court of competent jurisdiction or (B) the wrongful dishonor by the
Issuing Lender or any of Issuing Lender’s Affiliates of a proper demand for payment made under any
Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or governmental authority.



          2.10.9 Liability for Acts and Omissions.




               As between any Loan Party and the Issuing Lender, or the Issuing Lender’s Affiliates, such
Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by,
the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, the Issuing Lender shall not be responsible for any of the following, including any
losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party
in connection with the application for an issuance of any such Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged
(even if the Issuing Lender or any of its Affiliates shall have been notified thereof); (ii) the
validity or sufficiency of any instrument transferring or assigning or purporting to transfer or
assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole
or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the
beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be
transferred, to comply fully with any conditions required in order to draw upon such Letter of
Credit or any other claim of any Loan Party against any beneficiary of such Letter of Credit, or
any such transferee, or any dispute between or among any Loan Party and any beneficiary of any
Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi)
any loss or delay in the transmission or otherwise of any document required in order to make a
drawing under any such Letter of Credit or of the proceeds



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thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the
proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes
beyond the control of the Issuing Lender or any of its Affiliates, as applicable, including any act
or omission of any governmental authority, and none of the above shall affect or impair, or prevent
the vesting of, any of the Issuing Lender’s or any of its Affiliates rights or powers hereunder.
Nothing in the preceding sentence shall relieve the Issuing Lender from liability for the Issuing
Lender’s gross negligence or willful misconduct in connection with actions or omissions described
in such clauses (i) through (viii) of such sentence. In no event shall the Issuing Lender or any
of its Affiliates be liable to any Loan Party for any indirect, consequential, incidental,
punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees),
or for any damages resulting from any change in the value of any property relating to a Letter of
Credit.



               Without limiting the generality of the foregoing, the Issuing Lender and each of its
Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing
Lender or such Affiliate to have been authorized or given by or on behalf of the applicant Loan
Party for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on
their face substantially to comply with the terms and conditions of the relevant Letter of Credit;
(iii) may honor a previously dishonored presentation under a Letter of Credit, whether such
dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or
otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had
initially been honored, together with any interest paid by the Issuing Lender or its Affiliate;
(iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or
payment, upon receipt of such statement (even if such statement indicates that a draft or other
document is being delivered separately), and shall not be liable for any failure of any such draft
or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may
pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices
of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on
the Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s
request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar
document (each an “Order”) and honor any drawing in connection with any Letter of Credit
that is the subject of such Order, notwithstanding that any drafts or other documents presented in
connection with such Letter of Credit fail to conform in any way with such Letter of Credit.



               In furtherance and extension and not in limitation of the specific provisions set forth above,
any action taken or omitted by the Issuing Lender or any of its Affiliates under or in connection
with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if
taken or omitted in good faith, shall not put the Issuing Lender or any of its Affiliates under any
resulting liability to the Borrowers or any Lender.



          2.10.10 Issuing Lender Reporting Requirements.




               Each Issuing Lender shall, on the first business day of each month, provide to Administrative
Agent and Borrowers a schedule of the Letters of Credit issued by it, in form and substance
satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the
account party, the type of currency, the original face amount (if any), and



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the expiration date of any Letter of Credit outstanding at any time during the preceding
month, and any other information relating to such Letter of Credit that the Administrative Agent
may request.



          2.10.11 Currency Fluctuations.




               If on any Computation Date the aggregate balance of outstanding Revolving Credit Loans and the
Dollar Equivalent amount of Letter of Credit Obligations is in excess of the Commitments as a
result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then
the Administrative Agent shall notify the Borrowers of the same. The Borrowers shall pay or prepay
the Loans (subject to Borrowers’ indemnity obligations under Section 4.9 [Indemnity]) within one
(1) Business Day after receiving such notice such that the aggregate balance of outstanding
Revolving Credit Loans and the Dollar Equivalent amount of Letter of Credit Obligations shall not
exceed the Commitments after giving effect to such payments or prepayments.



          2.10.12 Periodic Computations of Dollar Equivalent Amount of Letter of Credit
Obligations; Requests for Additional Optional Currencies.




               The Administrative Agent will determine the Dollar Equivalent amount of (i) proposed Letters
of Credit to be denominated in an Optional Currency as of the requested date of issuance, as the
case may be, and (ii) Letter of Credit Obligations with respect to Letters of Credit denominated in
an Optional Currency as of the last Business Day of each month, (each such date under clauses (i)
and (ii), a “Computation Date”). The Borrowers may deliver to the Administrative Agent a written
request that Letters of Credit to be issued hereunder be permitted to be issued in any other lawful
currency (other than Dollars), in addition to the currency specified in the definition of “Optional
Currency” herein, provided that such currency must be freely convertible into Dollars. The
Administrative Agent will promptly notify the Lenders of any such request. The Administrative
Agent and each Lender may grant or accept such request in its sole discretion. The Administrative
Agent will promptly notify the Borrowers of the acceptance or rejection by the Administrative Agent
and each of the Lenders of the Borrowers’ request. The requested currency shall be approved as an
Optional Currency hereunder only if the Administrative Agent and each of the Lenders approve the
Borrowers’ request.



          2.10.13 Judgment Currency.




               (i) Currency Conversion Procedures for Judgments. If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder or under a Note in any
currency (the “Original Currency”) into another currency (the “Other Currency”), the parties hereby
agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at
which in accordance with normal banking procedures each Lender could purchase the Original Currency
with the Other Currency after any premium and costs of exchange on the Business Day preceding that
on which final judgment is given.



               (ii) Indemnity in Certain Events. The obligation of the Borrowers in respect of any
sum due from the Borrowers to any Lender hereunder shall, notwithstanding any judgment in an Other
Currency, whether pursuant to a judgment or otherwise, be discharged only



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to the extent that, on the Business Day following receipt by any Lender of any sum adjudged to
be so due in such Other Currency, such Lender may in accordance with normal banking procedures
purchase the Original Currency with such Other Currency. If the amount of the Original Currency so
purchased is less than the sum originally due to such Lender in the Original Currency, the
Borrowers agree, as a separate obligation and notwithstanding any such judgment or payment, to
indemnify such Lender against such loss.



3 INTEREST RATES


     3.1 Interest Rate Options.



          The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the
Loans as selected by them from the Base Rate Option or LIBOR Rate Option set forth below applicable
to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers
may select different Interest Rate Options and different Interest Periods to apply simultaneously
to the Loans comprising different Borrowing Tranches and may convert to or renew one or more
Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing
Tranche; provided that there shall not be at any one time outstanding more than eight (8)
Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which
the Base Rate Option Applies); provided that only the Base Rate or such other interest
rates as PNC Bank and the Borrowers may agree to from time to time shall apply to the Swing Loans;
and provided further that if an Event of Default or Potential Default exits and is
continuing, the Borrowers may not request, convert to, or renew the LIBOR Rate Option for any Loans
and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the
LIBOR Rate Option shall be converted immediately to the Base Rate Option, subject to the obligation
of the Borrowers to pay any indemnity under Section 4.9 [Indemnity] in connection with such
conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds
such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to
such Lender’s highest lawful rate. Notwithstanding any provisions to the contrary contained in
this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the
Lenders shall not be permitted to collect, any amount of interest in excess of the maximum amount
of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is
provided for or determined by a court of competent jurisdiction to have been provided for in this
Agreement or in any other Loan Document, then, in such event: (1) the provisions of this
subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess
Interest; (3) any Excess Interest that the Lenders may have received hereunder shall be, at the
option of the Required Lenders, (a) applied as a credit against the outstanding principal balance
of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by
Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest
rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from
time to time under applicable Law, and this Agreement and the other Loan Documents shall be deemed
to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrowers
shall have no action against the Administrative Agent or any Lender for any damages arising out of
the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest
Rate Options]).




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          3.1.1 Revolving Credit Interest Rate Options.




               The Borrowers shall have the right to select from the following Interest Rate Options
applicable to the Revolving Credit Loans (subject to the provisions above regarding Swing Loans):



               (i) Revolving Credit Base Rate Option: A fluctuating rate per annum (computed on the
basis of a year of three hundred sixty five (365) or three hundred sixty six (366) days, as the
case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such
interest rate to change automatically from time to time effective as of the effective date of each
change in the Base Rate; or



               (ii) Revolving Credit LIBOR Rate Option: A rate per annum (computed on the basis of a
year of three hundred sixty (360) days and actual days elapsed) equal to the LIBOR Rate plus the
Applicable Margin.



          3.1.2 Swing Loan Interest Rate.




               Each Swing Loan shall bear interest at a rate per annum equal to (i) the Base Rate (computed
on the basis of a year of three hundred sixty five (365) or three hundred sixty six (366) days, as
the case may be, and actual days elapsed), such interest rate to change automatically from time to
time effective as of the effective date of each change in the Base Rate or (ii) such other interest
rates (computed on the basis of a year of three hundred sixty (360), three hundred sixty five (365)
or three hundred sixty six (366) days, as PNC may determine) as PNC Bank and the Borrowers may
agree to from time to time.



          3.1.3 Rate Quotations.




               The Borrowers may call the Administrative Agent on or before the date on which a Loan Request
is to be delivered to receive an indication of the interest rates and the applicable currency
exchange rates then in effect, but it is acknowledged that such projection shall not be binding on
the Administrative Agent or the Lenders nor affect the rate of interest or the calculation of
Equivalent Amounts which thereafter are actually in effect when the election is made.



     3.2 Interest Periods.



          At any time when the Borrowers shall select, convert to or renew a LIBOR Rate Option, the
Borrowers shall notify the Administrative Agent thereof at least three (3) Business Days prior to
the effective date of such LIBOR Rate Option by delivering a Loan Request. The notice shall
specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the
preceding sentence, the following provisions shall apply to any selection of, renewal of, or
conversion to a LIBOR Rate Option:




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          3.2.1 Amount of Borrowing Tranche.




               Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples of
One Million and 00/100 Dollars ($1,000,000.00) and not less than Five Million and 00/100 Dollars
($5,000,000.00); and



          3.2.2 Renewals.




               In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first
day of the new Interest Period shall be the last day of the preceding Interest Period, without
duplication in payment of interest for such day.



     3.3 Interest After Default.



          To the extent permitted by Law, upon the occurrence of an Event of Default and until such time
such Event of Default shall have been cured or waived:




          3.3.1 Interest Rate.




               The rate of interest for each Loan otherwise applicable pursuant to Section 3.1 [Interest Rate
Options], shall bear interest at a rate per annum equal to the sum of the rate of interest
applicable under the Base Rate Option plus an additional two percent (2.0%) per annum, each
Borrowing Tranche to which the LIBOR Rate Option applies shall automatically convert to the Base
Rate Option at the end of the applicable Interest Period and no Loans may be made as, renewed as or
converted into a Borrowing Tranche to which the LIBOR Rate Option applies;



          3.3.2 Letter of Credit Fees.




               The Letter of Credit Fees otherwise applicable pursuant to Section 2.10.2 [Letter of Credit
Fees], shall be increased by two percent (2.0%) per annum;



          3.3.3 Other Obligations.




               Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum
equal to the sum of the rate of interest applicable under the Revolving Credit Base Rate Option
plus an additional two percent (2.0%) per annum from the time such Obligation becomes due and
payable and until it is paid in full; and



          3.3.4 Acknowledgment.




               The Borrowers acknowledge that the increase in rates referred to in this Section 3.3 reflects,
among other things, the fact that such Loans or other amounts have become a substantially greater
risk given their default status and that the Lenders are entitled to additional compensation for
such risk; and all such interest shall be payable by Borrowers upon demand by Administrative Agent.



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     3.4 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not
Available.



          3.4.1 Unascertainable.




               If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent
shall have determined that:



               (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate, or



               (ii) a contingency has occurred which materially and adversely affects the London interbank
eurodollar market relating to the LIBOR Rate, the Administrative Agent shall have the rights
specified in Section 3.4.3 [Administrative Agent’s and Lender’s Rights].



          3.4.2 Illegality; Increased Costs; Deposits Not Available.




               If at any time any Lender shall have determined that:



               (i) the making, maintenance or funding of any Loan to which a LIBOR Rate Option applies has
been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any
interpretation or application thereof by any Official Body or with any request or directive of any
such Official Body (whether or not having the force of Law), or



               (ii) such LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of
the establishment or maintenance of any such Loan, or



               (iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for the
relevant Interest Period for a Loan, or to banks generally, to which a LIBOR Rate Option applies,
respectively, are not available to such Lender with respect to such Loan, or to banks generally, in
the interbank eurodollar market,


then the Administrative Agent shall have the rights specified in Section 3.4.3 [Administrative
Agent’s and Lender’s Rights].




          3.4.3 Administrative Agent’s and Lender’s Rights.




               In the case of any event specified in Section 3.4.1 [Unascertainable] above, the
Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the
case of an event specified in Section 3.4.2 [Illegality; Increased Costs; Deposits Not Available]
above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to
such notice as to the specific circumstances of such notice, and the Administrative Agent shall
promptly send copies of such notice and certificate to the other Lenders and the Borrowers. Upon
such date as shall be specified in such notice (which shall not be earlier than the date such
notice is given), the obligation of (A) the Lenders, in the case of such notice given by the
Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow
the Borrowers to select, convert to or renew a LIBOR Rate Option shall be suspended until the
Administrative Agent shall have later notified the Borrowers, or such Lender



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shall have later notified the Administrative Agent, of the Administrative Agent’s or such
Lender’s, as the case may be, determination that the circumstances giving rise to such previous
determination no longer exist. If at any time the Administrative Agent makes a determination under
Section 3.4.1 [Unascertainable] and the Borrowers have previously notified the Administrative Agent
of their selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate
Option has not yet gone into effect, such notification shall be deemed to provide for the selection
of, conversion to or renewal of the Base Rate Option otherwise available with respect to such
Loans. If any Lender notifies the Administrative Agent of a determination under Section 3.4.2
[Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the
Borrowers’ indemnification Obligations under 4.9 [Indemnity], as to any Loan of the Lender to which
a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the
Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance
with Section 4.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or
prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available
with respect to such Loan upon such specified date.



     3.5 Selection of Interest Rate Options.



          If the Borrowers fail to select a new Interest Period to apply to any Borrowing Tranche of
Loans under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to
such Borrowing Tranche in accordance with the provisions of Section 3.2 [Interest Periods], the
Borrowers shall be deemed to have converted such Borrowing Tranche to the Revolving Credit Base
Rate Option commencing upon the last day of the existing Interest Period.



4 PAYMENTS


     4.1 Payments.



          All payments and prepayments to be made in respect of principal, interest, Commitment Fees,
Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrowers
hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by the Borrowers, and
without set-off, counterclaim or other deduction of any nature, and an action therefor shall
immediately accrue. Such payments shall be made to the Administrative Agent at the Principal
Office for the account of PNC Bank with respect to the Swing Loans and for the ratable accounts of
the Lenders with respect to the Revolving Credit Loans in U.S. Dollars and in immediately available
funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders, as
applicable, in immediately available funds; provided that in the event payments are
received by 11:00 a.m. by the Administrative Agent with respect to the Revolving Credit Loans and
such payments are not distributed to the Lenders on the same day received by the Administrative
Agent, the Administrative Agent shall pay the Lenders the Federal Funds Effective Rate with respect
to the amount of such payments for each day held by the Administrative Agent and not distributed to
the Lenders. The Administrative Agent’s and each Lender’s statement of account, ledger or other
relevant record shall, in the absence of


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manifest error, be conclusive as the statement of the amount of principal of and interest on
the Loans and other amounts owing under this Agreement and shall be deemed an “account stated.”




     4.2 Pro Rata Treatment of Lenders.



          Each borrowing of Revolving Credit Loans shall be allocated to each Lender according to its
Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each
payment or prepayment by the Borrowers with respect to principal or interest on the Revolving
Credit Loans, Commitment Fees, Letter of Credit Fees, or other fees (except for the Administrative
Agent’s Fee) or amounts due from the Borrowers hereunder to the Lenders with respect to the
Revolving Credit Loans, shall (except as provided in Section 3.4.3 [Administrative Agent’s and
Lender’s Rights] in the case of an event specified in Section 3.4 [LIBOR Rate Unascertainable;
Etc.], 4.6.2 [Replacement of a Lender] or 4.7 [Increased Costs; Indemnity]) be made in proportion
to the applicable Revolving Credit Loans outstanding from each Lender and, if no such Loans are
then outstanding, in proportion to the Ratable Share of each Lender. Notwithstanding any of the
foregoing, each borrowing or payment or pre-payment by the Borrowers of principal, interest, fees
or other amounts from the Borrowers with respect to Swing Loans shall be made by or to PNC Bank
according to Article 2 [Revolving Credit and Swing Loan Facilities]




     4.3 Sharing of Payments by Lenders.



          If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by
receipt of voluntary payment, by realization upon security, or by any other non-pro rata source,
obtain payment in respect of any principal of or interest on any of its Loans or other obligations
hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of
its Loans and accrued interest thereon or other such obligations greater than its Ratable Share
thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the
Loans and such other obligations of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective Loans
and other amounts owing them, provided that:




               (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, together with interest or other amounts, if any, required by Law
(including court order) to be paid by the Lender or the holder making such purchase; and



               (ii) the provisions of this Section 4.3 shall not be construed to apply to (x) any payment
made by the Loan Parties pursuant to and in accordance with the express terms of the Loan Documents
or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or Participation Advances to any assignee or participant, other
than to the Borrowers or any Subsidiary of a Borrower (as to which the provisions of this Section
4.3 shall apply).




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Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable Law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of each Loan Party in the
amount of such participation.




     4.4 Presumptions by Administrative Agent.



          Unless the Administrative Agent shall have received notice from the Borrowers prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent
may assume that the Borrowers have made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may
be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each
of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing
Lender, with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.




     4.5 Interest Payment Dates.



          Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on
each Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and
payable on the last day of each Interest Period for those Loans and, if such Interest Period is
longer than three (3) Months, also on the 90th day of such Interest Period. Interest on
the principal amount of each Loan or other monetary Obligation shall be due and payable on demand
after such principal amount or other monetary Obligation becomes due and payable (whether on the
stated Expiration Date, upon acceleration or otherwise).




     4.6 Voluntary Prepayments.



          4.6.1 Right to Prepay.




               The Borrowers shall have the right at its option from time to time to prepay the Loans in
whole or part without premium or penalty (except as provided in Section 4.6.2 [Replacement of a
Lender] below or in Section 4.7 [Increased Costs; Indemnity]):



               (i) at any time with respect to any Loan to which the Base Rate Option applies,



               (ii) on the last day of the applicable Interest Period with respect to Loans to which a LIBOR
Rate Option applies, or



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               (iii) on the date specified in a notice by any Lender pursuant to Section 3.4 [LIBOR Rate
Unascertainable, Etc.] with respect to any Loan to which a LIBOR Rate Option applies.



               Whenever the Borrowers desire to prepay any part of the Loans, it shall provide a prepayment
notice to the Administrative Agent by (a) 1:00 p.m. at least one (1) Business Day prior to the date
of prepayment of Revolving Credit Loans to which the Base Rate Option applies, (b) 1:00 p.m. at
least three (3) Business Days prior to the date of prepayment of Revolving Credit Loans to which
the LIBOR Rate Option applies, and (c) 11:00 a.m. on the date of prepayment of Swing Loans, setting
forth the following information:



               (x) the date, which shall be a Business Day, on which the proposed prepayment is to be made;



               (y) a statement indicating the application of the prepayment between the Swing Loans and the
Revolving Credit Loans; and



               (z) the total principal amount of such prepayment, which (i) with respect to Revolving Credit
Loans shall be in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) and not less
than Five Million and 00/100 Dollars ($5,000,000.00) for each Borrowing Tranche to which the LIBOR
Rate Option applies and in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) and
not less than the lesser of Five Million and 00/100 Dollars ($5,000,000.00) or the outstanding
principal amount or Revolving Credit Loans to which the Base Rate Option applies and (ii) with
respect to Swing Loans, in integral multiples of One Hundred Thousand and 00/100 Dollars
($100,000.00) and not less than the lesser of Five Hundred Thousand and 00/100 Dollars
($500,000.00) or the outstanding principal amount of the Swing Loans.



               All prepayment notices shall be irrevocable. The principal amount of the Loans for which a
prepayment notice is given, together with interest on such principal amount except with respect to
Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such
prepayment notice as the date on which the proposed prepayment is to be made. Except as provided
in Section 3.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrowers prepay a Loan but
fail to specify the applicable Borrowing Tranche which the Borrowers are prepaying, the prepayment
shall be applied first to Loans to which the Base Rate Option applies, then to Loans to which the
LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrowers’ Obligation
to indemnify the Lenders under Section 4.9 [Indemnity]. All Hedging Contracts, if any, between any
Borrower and any Lender or its Affiliates are independent agreements governed by the written
provisions of said Hedging Contracts, which will remain in full force and effect, unaffected by any
repayment, prepayment, acceleration, reduction, increase or change in the terms of this Agreement,
except as otherwise expressly provided in said written Hedging Contracts, and any payoff statement
from the Administrative Agent relating to this Agreement shall not apply to said Hedging Contracts
except as otherwise expressly provided in such payoff statement.



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          4.6.2 Replacement of a Lender.




               In the event any Lender (i) gives notice under Section 3.4 [LIBOR Rate Unascertainable, Etc.],
(ii) requests compensation under Section 4.7 [Increased Costs], or requires the Borrowers to pay
any additional amount to any Lender or any Official Body for the account of any Lender pursuant to
Section 4.8 [Taxes], (iii) is a Non-Complying Lender or otherwise, (iv) becomes subject to the
control of an Official Body (other than normal and customary supervision), or (v) is a
Non-Consenting Lender referred to in Section 10.1 [Modifications, Amendments or Waivers] then in
any such event the Borrowers may, at their sole expense, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 10.8
[Successors and Assigns]), all of its interests, rights and obligations under this Agreement and
the related Loan Documents to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment), provided that:



               (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in
Section 10.8 [Successors and Assigns];



               (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 4.9 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrowers (in the case of all other amounts);



               (iii) in the case of any such assignment resulting from a claim for compensation under Section
4.7.1 [Increased Costs Generally] or payments required to be made pursuant to Section 4.8 [Taxes],
such assignment will result in a reduction in such compensation or payments thereafter; and



               (iv) such assignment does not conflict with applicable Law.


A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to
require such assignment and delegation cease to apply.




     4.7 Increased Costs.



          4.7.1 Increased Costs Generally.




               If any Change in Law shall:



               (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR
Rate) or the Issuing Lender;



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               (ii) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect
to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan under
the LIBOR Rate Option made by it, or change the basis of taxation of payments to such Lender or the
Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section
4.8 [Taxes] and the imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the Issuing Lender); or



               (iii) impose on any Lender, the Issuing Lender or the London interbank market any other
condition, cost or expense affecting this Agreement or Loan under the LIBOR Rate Option made by
such Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Loan under the LIBOR Rate Option (or of maintaining its obligation to make any such
Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or the Issuing Lender, the Borrowers will pay to such Lender or the Issuing
Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the
Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.




          4.7.2 Capital Requirements.




               If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or
the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s
holding company, if any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such
Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the
Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which
such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing
Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with
respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the
Issuing Lender, as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such
reduction suffered.



          4.7.3 Certificates for Reimbursement; Repayment of Outstanding
Loans; Borrowing of New Loans.




               A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary
to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as
specified in Sections 4.7.1 [Increased Costs Generally] or 4.7.2 [Capital Requirements] and
delivered to the Borrowers shall be conclusive absent manifest error. The



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Borrowers shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as
due on any such certificate within ten (10) days after receipt thereof.



          4.7.4 Delay in Requests.




               Failure or delay on the part of any Lender or the Issuing Lender to demand compensation
pursuant to this Section 4.7 shall not constitute a waiver of such Lender’s or the Issuing Lender’s
right to demand such compensation, provided that the Borrowers shall not be required to
compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs incurred
or reductions suffered more than nine months prior to the date that such Lender or the Issuing
Lender, as the case may be, notifies the Borrowers of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the nine (9) month period referred to above shall be extended to
include the period of retroactive effect thereof).



     4.8 Taxes.



          4.8.1 Payments Free of Taxes.




               Any and all payments by or on account of any obligation of the Borrowers hereunder or under
any other Loan Document shall be made free and clear of and without reduction or withholding for
any Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required by
applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then
(i) the sum payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section) the Administrative
Agent, Lender or Issuing Lender, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrowers shall make such deductions and
(iii) the Borrowers shall timely pay the full amount deducted to the relevant Official Body in
accordance with applicable Law.



          4.8.2 Payment of Other Taxes by the Borrowers.




               Without limiting the provisions of Section 4.8.1 [Payments Free of Taxes] above, the Borrowers
shall timely pay any Other Taxes to the relevant Official Body in accordance with applicable Law.



          4.8.3 Indemnification by the Loan Parties.




               The Loan Parties shall indemnify the Administrative Agent, each Lender and the Issuing Lender,
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) paid by the Administrative Agent, such Lender or the Issuing Lender, as
the case may be, and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment
or liability delivered to the Loan Parties by a Lender or the Issuing Lender (with a copy to the
Administrative Agent), or by the



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Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall
be conclusive absent manifest error.



          4.8.4 Evidence of Payments.




               As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers
to a Official Body, the Borrowers shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.



          4.8.5 Status of Lenders.




               Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under
the Law of the jurisdiction in which the Borrowers are resident for tax purposes, or any treaty to
which such jurisdiction is a party, with respect to payments hereunder or under any other Loan
Document shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or
times prescribed by applicable Law or reasonably requested by the Borrowers or the Administrative
Agent, such properly completed and executed documentation prescribed by applicable Law as will
permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such
other documentation prescribed by applicable Law or reasonably requested by the Borrowers or the
Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements.



               Without limiting the generality of the foregoing, in the event that the Borrowers are resident
for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrowers
and the Administrative Agent (in such number of copies as shall be requested by the recipient) on
or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the request of the Borrowers or the Administrative Agent, but only if
such Foreign Lender is legally entitled to do so), whichever of the following is applicable:



               (i) duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income
tax treaty to which the United States of America is a party,



               (ii) duly completed copies of IRS Form W-8ECI,



               (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender
is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of each Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly
completed copies of IRS Form W-8BEN, or



               (iv) any other form prescribed by applicable Law as a basis for claiming exemption from or a
reduction in United States Federal withholding tax duly completed



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together with such supplementary documentation as may be prescribed by applicable Law to
permit the Borrowers to determine the withholding or deduction required to be made.



     4.9 Indemnity.



          In addition to the compensation or payments required by Section 4.7 [Increased Costs] or
Section 4.8 [Taxes], the Borrowers shall indemnify each Lender against all liabilities, losses or
expenses (including loss of margin, any loss or expense incurred in liquidating or employing
deposits from third parties and any loss or expense incurred in connection with funds acquired by a
Lender to fund or maintain Loans subject to a LIBOR Rate Option) which such Lender sustains or
incurs as a consequence of any




               (i) payment, prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option
applies on a day other than the last day of the corresponding Interest Period (whether or not such
payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or
prepayment is then due),



               (ii) attempt by the Borrowers to revoke (expressly, by later inconsistent notices or
otherwise) in whole or part any Loan Requests under Section 2.4 [Revolving Credit Loan Requests] or
Section 3.2 [Interest Periods] or notice relating to prepayments under Section 4.6 [Voluntary
Prepayments], or



               (iii) default by the Borrowers in the performance or observance of any covenant or condition
contained in this Agreement or any other Loan Document, including any failure of the Borrowers to
pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or any other
amount due hereunder.



          If any Lender sustains or incurs any such loss or expense, it shall from time to time notify
the Borrowers of the amount determined in good faith by such Lender (which determination may
include such assumptions, allocations of costs and expenses and averaging or attribution methods as
such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or
expense. Such notice shall set forth in reasonable detail the basis for such determination. Such
amount shall be due and payable by the Borrowers to such Lender ten (10) Business Days after such
notice is given.




     4.10 Settlement Date Procedures.



          In order to minimize the transfer of funds between the Lenders and the Administrative Agent,
the Borrowers may borrow, repay and reborrow Swing Loans and PNC Bank may make Swing Loans as
provided in Section 2.1.2 [Swing Loans] hereof during the period between Settlement Dates. Not
later than 10:00 a.m. on each Settlement Date, the Administrative Agent shall notify each Lender of
its Ratable Share of the total of the Revolving Credit Loans (each a “Required Share”).
Prior to 2:00 p.m. on such Settlement Date, each Lender shall pay to the Administrative Agent the
amount equal to the difference between its Required Share and its Revolving Credit Loans, and the
Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the
Borrowers to the Administrative Agent with respect to the Revolving Credit Loans. The
Administrative Agent shall also effect settlement in accordance with the foregoing sentence on the
proposed Borrowing Dates for

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Revolving Credit Loans and may at its option effect settlement on any other Business Day.
These settlement procedures are established solely as a matter of administrative convenience, and
nothing contained in this Section 4.10 [Settlement Date Procedures] shall relieve the Lenders of
their obligations to fund Revolving Credit Loans on dates other than a Settlement Date pursuant to
Section 2.1.1 [Revolving Credit Loans]. The Administrative Agent may at any time at its option for
any reason whatsoever require each Lender to pay immediately to the Administrative Agent such
Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time
require the Administrative Agent to pay immediately to such Lender its Ratable Share of all
payments made by the Borrowers to the Administrative Agent with respect to the Revolving Credit
Loans.



5 REPRESENTATIONS AND WARRANTIES



     5.1 Representations and Warranties.



          The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and
each of the Lenders as follows:




          5.1.1 Organization and Qualification; Power and Authority;
Compliance With Laws; Title to Properties; Event of Default.




               Each Loan Party and each Domestic Subsidiary of each Loan Party (i) is a corporation,
partnership or limited liability company duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its
properties and to engage in the business it presently conducts or proposes to conduct, (iii) is
duly licensed or qualified and in good standing in each jurisdiction listed on Schedule
5.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of
the business transacted by it or both makes such licensing or qualification necessary, (iv) has
full power to enter into, execute, deliver and carry out this Agreement and the other Loan
Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and
to perform its Obligations under the Loan Documents to which it is a party, and all such actions
have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all
material respects with all applicable Laws (other than Environmental Laws which are specifically
addressed in Section 5.1.13 [Environmental Matters]) in all jurisdictions in which any Loan Party
or Domestic Subsidiary of any Loan Party is presently doing business except where the failure to do
so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or
valid leasehold interest in all properties, assets and other rights which it purports to own or
lease or which are reflected as owned or leased on its books and records, free and clear of all
Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or
is continuing.



          5.1.2 Subsidiaries and Owners; Investment Companies.




               Schedule 5.1.2 states (i) the name of each of ATI’s Subsidiaries, its jurisdiction of
organization and the amount, percentage and type of equity interests in such Subsidiary (the
“Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in each
such Subsidiary, the percentage and type of such equity interest (the “ATI Equity 



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Interests”), and (iii) any options, warrants or other rights outstanding to purchase
any such equity interests referred to in clause (i) or (iii) (collectively the “Equity
Interests”). ATI and each Subsidiary of ATI has good and marketable title to all of the
Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all
such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of
the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or
required to be registered under the Investment Company Act of 1940 or under the “control” of an
“investment company” as such terms are defined in the Investment Company Act of 1940 and shall not
become such an “investment company” or under such “control.”



          5.1.3 Validity and Binding Effect.




               This Agreement and each of the other Loan Documents (i) has been duly and validly executed and
delivered by each Loan Party, and (ii) constitutes, or will constitute, legal, valid and binding
obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan
Party in accordance with its terms.



          5.1.4 No Conflict; Material Agreements; Consents.




               Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan
Party nor the consummation of the transactions herein or therein contemplated or compliance with
the terms and provisions hereof or thereof by any of them will conflict with, constitute a default
under or result in any breach of (i) the terms and conditions of the certificate of incorporation,
bylaws, certificate of limited partnership, partnership agreement, certificate of formation,
limited liability company agreement or other organizational documents of any Loan Party or (ii) any
Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which
any Loan Party or any of its Domestic Subsidiaries is a party or by which it or any of its Domestic
Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any
Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan
Party or any of its Domestic Subsidiaries (other than Liens granted under the Loan Documents).
There is no default under such material agreement (referred to above) and none of the Loan Parties
or their Domestic Subsidiaries is bound by any contractual obligation, or subject to any
restriction in any organization document, or any requirement of Law which would constitute a
Material Adverse Change. No consent, approval, exemption, order or authorization of, or a
registration or filing with, any Official Body or any other Person is required by any Law or any
agreement in connection with the execution, delivery and carrying out of this Agreement and the
other Loan Documents.



          5.1.5 Litigation.




               Except as disclosed on Schedule 5.1.5, there are no actions, suits, proceedings or
investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party
or any Subsidiary of such Loan Party at law or in equity before any Official Body which
individually or in the aggregate would constitute Material Adverse Change. None of the Loan
Parties or any Subsidiaries of any Loan Party is in violation of any order, writ, injunction or any
decree of any Official Body which would constitute Material Adverse Change.



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          5.1.6 Financial Statements.




               (i) Projections. The annual income and cash flow projections of ATI and its
Subsidiaries on a consolidated basis and its projected balance sheet for the fiscal years ending
December 31, 2007 through December 31, 2011 (collectively, the “Projections”) were approved
by the Chief Financial Officer of ATI, are based on underlying assumptions which provide a
reasonable basis for the projections contained therein and reflect the Loan Parties’ judgment based
on known circumstances existing on the date of this Agreement of the most likely set of conditions
and course of action for the projected period (it being understood that such projections are
subject to significant uncertainties and contingencies, many of which are beyond ATI’s control, and
that no assurance can be given that the projections will be realized).



               (ii) Historical Statements. ATI has delivered to the Administrative Agent copies of
its audited consolidated year-end financial statements for and as of the end of the fiscal year
ended December 31, 2006. In addition, ATI has delivered to the Administrative Agent copies of its
unaudited consolidated interim financial statements as of the end of the fiscal quarter ended March
31, 2007 (all such annual and interim statements being collectively referred to as the
“Statements”). The Statements were compiled from the books and records maintained by ATI’s
management, are correct and complete and fairly represent the consolidated financial condition of
ATI and its Subsidiaries as of their dates and the results of operations for the fiscal periods
then ended and have been prepared in accordance with GAAP consistently applied, subject (in the
case of the interim statements) to normal year-end audit adjustments.



               (iii) Accuracy of Financial Statements. Neither ATI nor any Subsidiary of ATI has any
liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in
the Statements or in the notes thereto, and except as disclosed therein there are no unrealized or
anticipated losses from any commitments of ATI or any Subsidiary of ATI which would constitute a
Material Adverse Change. Since December 31, 2006, no Material Adverse Change has occurred.



          5.1.7 Margin Stock.




               None of the Loan Parties or any Domestic Subsidiaries of any Loan Party engages or intends to
engage principally, or as one of its important activities, in the business of extending credit for
the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock
(within the meaning of Regulation U, T or X as promulgated by the Board of Governors of the Federal
Reserve System). No part of the proceeds of any Loan has been or will be used, immediately,
incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for
the purpose of purchasing or carrying any margin stock or which is inconsistent with the provisions
of the regulations of the Board of Governors of the Federal Reserve System. None of the Loan
Parties or any Domestic Subsidiary of any Loan Party holds or intends to hold margin stock in such
amounts that more than twenty five percent (25%) of the reasonable value of the assets of any Loan
Party or Domestic Subsidiary of any Loan Party are or will be represented by margin stock.




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          5.1.8 Full Disclosure.




               Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement
or other documents furnished to the Administrative Agent or any Lender in connection herewith or
therewith, contains any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein and therein, in light of the
circumstances under which they were made, not misleading. There is no fact known to any Loan Party
which materially adversely affects the business, property, assets, financial condition or results
of operations of any Loan Party or Subsidiary of any Loan Party which has not been set forth in
this Agreement or in the certificates, statements, agreements or other documents furnished in
writing to the Administrative Agent and the Lenders prior to or at the date hereof in connection
with the transactions contemplated hereby.



          5.1.9 Taxes.




               All material federal, state, local and other tax returns required to have been filed with
respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or
adequate provision has been made for the payment of all material taxes, fees, assessments and other
governmental charges which have or may become due pursuant to said returns or to assessments
received, except to the extent that such taxes, fees, assessments and other charges are being
contested in good faith by appropriate proceedings diligently conducted and for which such reserves
or other appropriate provisions, if any, as shall be required by GAAP shall have been made.



          5.1.10 Patents, Trademarks, Copyrights, Licenses, Etc.




               Each Loan Party and each Domestic Subsidiary of each Loan Party owns or possesses all the
United States patents, United States registered trademarks, service marks, trade names, registered
United States copyrights, licenses and registrations (the “Intellectual Property”) reasonably
necessary to own and operate its properties and to carry on its business as presently conducted and
planned to be conducted by such Loan Party or Domestic Subsidiary, except where such failure would
not constitute a Material Adverse Change. The Loan Parties are not aware of any actual or alleged
objections or challenges to the Intellectual Property, except where such objections, challenges or
alleged infringement would not constitute a Material Adverse Change.



          5.1.11 Insurance.




               The properties of each Loan Party and each of its Subsidiaries are insured pursuant to
policies and other bonds which are valid and in full force and effect and which provide adequate
coverage from reputable and financially sound insurers in amounts sufficient to insure the assets
and risks of each such Loan Party and Subsidiary in accordance with prudent business practice in
the industry of such Loan Parties and Subsidiaries.



          5.1.12 ERISA Compliance.




               (i) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state Laws. Each Plan that is



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intended to qualify under Section 401(a) of the Code has received a favorable determination
letter from the IRS or an application for such a letter is currently being processed by the IRS
with respect thereto and, to the best knowledge of ATI and the Borrowers, nothing has occurred
which would prevent, or cause the loss of, such qualification. ATI, the Borrowers and each ERISA
Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period pursuant to Section
412 of the Code has been made with respect to any Plan.




               (ii) Except as disclosed in Schedule 5.1.12, no ERISA Event has occurred or is
reasonably expected to occur; (a) no Pension Plan has any unfunded pension liability (i.e. excess
of benefit liabilities over the current value of that Pension Plan’s assets, determined in
accordance with the assumptions used for funding the Pension Plan for the applicable plan year);
(b) none of ATI, any Borrower or any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); (c) none of ATI, any Borrower or any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with
the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections
4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (d) none of ATI, any Borrower or
any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 42t2(c)
of ERISA.



          5.1.13 Environmental Matters.




               Each Loan Party is and, to the knowledge of each respective Loan Party and each of its
Subsidiaries is and has been in compliance with applicable Environmental Laws except where such
failure would not constitute a Material Adverse Change or except as disclosed on Schedule
5.1.13; provided that such matters so disclosed on such Schedule are not reasonably
expected in the aggregate to result in a Material Adverse Change.



          5.1.14 Senior Debt Status.




               The Obligations of each Loan Party under this Agreement, the Notes, the Guaranty Agreements
and each of the other Loan Documents to which any Loan Party is a party do rank and will rank at
least pari passu in priority of payment with all other Indebtedness of such Loan
Party except Indebtedness of such Loan Party to the extent secured by Permitted Liens.



          5.1.15 Solvency.




               After giving effect to the transactions contemplated by this Agreement and the Loan Documents
and the making of Loans and issuance of Letters of Credit hereunder each Loan Party shall be
Solvent.



     5.2 Updates to Schedules.



          Should any of the information or disclosures provided on any of the Schedules attached hereto
become outdated or incorrect in any material respect, the Borrowers shall promptly provide the
Administrative Agent in writing with such revisions or updates to such

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Schedule as may be necessary or appropriate to update or correct same; provided,
however, that no Schedule shall be deemed to have been amended, modified or superseded by
any such correction or update, nor shall any breach of warranty or representation resulting from
the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless
and until the Required Lenders, in their sole and absolute discretion, shall have accepted in
writing such revisions or updates to such Schedule.




6 CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT



     The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of
Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be
performed hereunder at or prior to the making of any such Loans or issuance of such Letters of
Credit and to the satisfaction of the following further conditions:



     6.1 First Loans and Letters of Credit.



          6.1.1 Deliveries.




               On the Closing Date, the Administrative Agent shall have received each of the following in
form and substance satisfactory to the Administrative Agent:



               (i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the
Closing Date stating that the Loan Parties are in compliance with each of their representations,
warranties, covenants and conditions hereunder and no Event of Default or Potential Default exists
and no Material Adverse Change has occurred since the date of the last audited financial statements
of ATI and its Subsidiaries delivered to the Administrative Agent.



               (ii) A certificate dated the Closing Date and signed by the Secretary, an Assistant Secretary,
Officer or Manager, as the case may be, of each of the Loan Parties, certifying as appropriate as
to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan
Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their
true signatures; and (c) copies of its organizational documents as in effect on the Closing Date
certified by the appropriate state official where such documents are filed in a state office
together with certificates from the appropriate state officials as to the continued existence and
good standing of each Loan Party in each state where organized or qualified to do business.



               (iii) A good standing certificate for each Loan Party dated not more than sixty (60) days
prior to the Closing Date, issued by the Secretary of State or other appropriate official of each
Loan Party’s jurisdiction of incorporation or formation, as the case may be, and each jurisdiction
where the conduct of each Loan Party’s business activities or the ownership of its properties
necessitates qualification;



               (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer.



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               (v) A written opinion of counsel for the Loan Parties, dated the Closing Date for the benefit
of the Administrative Agent and each Lender and in form and substance satisfactory to the
Administrative Agent and its counsel.



               (vi) Evidence that adequate insurance required to be maintained under this Agreement is in
full force and effect, in form and substance satisfactory to the Administrative Agent and its
counsel.



               (vii) A duly completed Compliance Certificate as of March 31, 2007, signed by an Authorized
Officer of ATI;



               (viii) All material consents required to effectuate the transactions contemplated hereby;



               (ix) Evidence that (i) no litigation, investigation or proceeding before or by any arbitrator
or Official Body shall be continuing or threatened against any Loan Party or against the officers
or directors of any Loan Party (A) in connection with the Loan Documents or any of the transactions
contemplated thereby and which, in the reasonable opinion of Administrative Agent, is deemed
material or (B) which could, in the reasonable opinion of Administrative Agent, constitute a
Material Adverse Change; and (ii) no injunction, writ, restraining order or other order of any
nature materially adverse to any Loan Party or the conduct of its business or inconsistent with the
due consummation of the transactions contemplated by this Agreement shall have been issued by any
Official Body;



               (x) A copy of the Projections;



               (xi) A Lien search in acceptable scope and with acceptable results (including results with
respect to judgment and tax Lien searches to be provided after the Closing Date with respect to
certain Loan Parties at certain additional (secondary) locations of such Loan Parties);



               (xii) Evidence that all necessary termination statements, release statements and other
releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory
arrangements have been made for such filing (including payoff letters, if applicable);



               (xiii) Evidence of the amount and nature of all contingent liabilities of the Loan Parties
including tax, ERISA, employee retirement benefit and other contingent liabilities as more fully
set forth on Schedule 5.1.12; and



               (xiv) Such other documents in connection with such transactions as the Administrative Agent or
said counsel may reasonably request.



          6.1.2 Payment of Fees.




               The Borrowers shall have paid all fees payable on or before the Closing Date.



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     6.2 Each Loan or Letter of Credit.



          At the time of making any Loans or issuing any Letters of Credit and after giving effect to
the proposed extensions of credit: the representations and warranties of the Loan Parties shall
then be true and correct in all material respects on and as of such date (except representations
and warranties that expressly relate to an earlier date or time, which representations and
warranties shall be true and correct on and as of the specific dates or times referred to therein),
the Loan Parties shall have performed and complied with all covenants and conditions hereof and no
Event of Default or Potential Default shall have occurred and be continuing; the making of the
Loans or issuance of such Letter of Credit shall not contravene any Law applicable to any Loan
Party or Subsidiary of any Loan Party or any of the Lenders; and the Borrowers shall have delivered
to the Administrative Agent a duly executed and completed Loan Request or to the Issuing Lender an
application for a Letter of Credit, as the case may be.




     7 COVENANTS



     The Loan Parties, jointly and severally, covenant and agree that until Payment in Full, the
Loan Parties shall comply at all times with the following covenants:



     7.1 Affirmative Covenants.



          7.1.1 Preservation of Existence, Etc.




               Each Loan Party shall, and shall cause each of its Domestic Subsidiaries to, maintain its
legal existence as a corporation, partnership or limited liability company, as the case may be, and
its license or qualification and good standing in each jurisdiction in which its ownership or lease
of property or the nature of its business makes such license or qualification necessary, except as
otherwise expressly permitted in Section 7.2.3 [Liquidations, Mergers, Etc.].



          7.1.2 Payment of Liabilities, Including Taxes, Etc.




               Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all
liabilities to which it is subject or which are asserted against it, promptly as and when the same
shall become due and payable, including all taxes, assessments and governmental charges upon it or
any of its properties, assets, income or profits, prior to the date on which penalties attach
thereto, except to the extent that such liabilities, including taxes, assessments or charges, are
being contested in good faith and by appropriate and lawful proceedings diligently conducted and
for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall
have been made.



          7.1.3 Maintenance of Insurance.




               Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and
assets against loss or damage by fire and such other insurable hazards as such assets are commonly
insured (including fire, extended coverage, property damage, workers’ compensation, public
liability and business interruption insurance) and against other risks (including errors and
omissions) in such amounts as similar properties and assets are insured by prudent companies in
similar circumstances carrying on similar businesses, and with reputable



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and financially sound insurers, including self-insurance to the extent customary, all as
reasonably determined by the Administrative Agent. The Loan Parties shall comply with the
covenants of such insurance policies.



          7.1.4 Maintenance of Properties and Leases.




               Each Loan Party shall, and shall cause each of its Domestic Subsidiaries to, maintain in good
repair, working order and condition (ordinary wear and tear excepted) in accordance with the
general practice of other businesses of similar character and size, all of those properties useful
or necessary to its business, and from time to time, such Loan Party will make or cause to be made
all appropriate repairs, renewals or replacements thereof.



          7.1.5 Visitation Rights.




               Each Loan Party shall, and shall cause each of its Domestic Subsidiaries to, permit any of the
officers or authorized employees or representatives of the Administrative Agent or any of the
Lenders to visit and inspect any of its properties and to examine and make excerpts from its books
and records and discuss its business affairs, finances and accounts with its officers, all in such
detail and at such times and as often as any of the Administrative Agent or the Lenders may
reasonably request (provided, however, that prior to the occurrence of an Event of Default or
Potential Default that is continuing, such visits or inspections shall not exceed once per calendar
year), provided that each Lender shall provide the Borrowers and the Administrative Agent
with reasonable written notice prior to any visit or inspection. In the event any Lender desires
to conduct an audit of any Loan Party, such Lender shall make a reasonable effort to conduct such
audit contemporaneously with any audit to be performed by the Administrative Agent.



          7.1.6 Keeping of Records and Books of Account.




               ATI shall, and shall cause each Subsidiary of ATI to, maintain and keep proper books of record
and account which enable ATI and its Subsidiaries to issue financial statements in accordance with
GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over ATI
or any Subsidiary of ATI, and in which full, true and correct entries shall be made in all material
respects of all its dealings and business and financial affairs.



          7.1.7 Compliance with Laws; Use of Proceeds.




               Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable
Laws, including all Environmental Laws, in all respects; provided that it shall not be
deemed to be a violation of this Section 7.1.7 if any failure to comply with any Law would not
result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which
in the aggregate would constitute a Material Adverse Change. The Loan Parties will use the Letters
of Credit and the proceeds of the Loans only in accordance with the recitals and as permitted by
applicable Law.



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          7.1.8 Further Assurances.




               Each Loan Party shall, from time to time, at its expense, do such other acts and things as the
Administrative Agent in its reasonable discretion may deem necessary or advisable from time to time
in order to exercise and enforce its rights and remedies thereunder.



          7.1.9 Anti-Terrorism Laws.




               None of the Loan Parties is or shall be (i) a Person with whom any Lender is restricted from
doing business under Executive Order No. 13224 or any other Anti-Terrorism Law, (ii) engaged in any
business involved in making or receiving any contribution of funds, goods or services to or for the
benefit of such a Person or in any transaction that evades or avoids, or has the purpose of evading
or avoiding, the prohibitions set forth in any Anti-Terrorism Law, or (iii) otherwise in violation
of any Anti-Terrorism Law. The Loan Parties shall provide to the Lenders any certifications or
information that a Lender requests to confirm compliance by the Loan Parties with Anti-Terrorism
Laws.



     7.2 Negative Covenants.



          7.2.1 Liens.




               Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any
time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible
or intangible, now owned or hereafter acquired, or agree or become liable to do so, except
Permitted Liens.



          7.2.2 Dividends and Related Distributions.




               Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or
pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any
nature (whether in cash, property, securities or otherwise) on account of or in respect of its
shares of capital stock, partnership interests or limited liability company interests on account of
the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants,
options or rights therefor), partnership interests or limited liability company interests (each, a
“Specified Dividend”); provided, however, so long as no Event of Default or
Potential Default shall exist immediately prior to or after giving effect to any such Specified
Dividend, the Loan Parties and their Subsidiaries may make or pay any such Specified Dividend. In
addition, no Borrower shall permit its Subsidiaries to enter into or otherwise be bound by any
agreement prohibiting or restricting the payment of dividends or distributions to such Borrower.



          7.2.3 Liquidations, Mergers, Consolidations, Acquisitions.




               Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to,
dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or
acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of
any other Person; provided that



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               (i) any Loan Party other than the Borrowers may consolidate or merge into another Loan Party
which is wholly-owned by one or more of the other Loan Parties; and



               (ii) any Loan Party may acquire, whether by purchase or by merger, (A) all or substantially
all of the ownership interests of another Person or (B) all or substantially all of the assets of
another Person or of a business or division of another Person (each a “Permitted
Acquisition”), provided that, each of the following requirements is met:



                    (A) if a Loan Party is acquiring the ownership interests in such Person, such Person shall,
unless not required by Section 7.2.5 [Subsidiaries, Partnerships and Joint Ventures], execute a
Guarantor Joinder and such other documents required by Section 10.13 [Joinder of Guarantors] and
join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]within thirty
(30) Business Days after the date of such Permitted Acquisition;



                    (B) the business acquired, or the business conducted by the Person whose ownership interests
are being acquired, as applicable, shall be similar to or substantially the same as one or more
line or lines of business conducted by the Loan Parties and shall comply with Section 7.2.6
[Continuation of or Change in Business];



                    (C) no Potential Default or Event of Default shall exist immediately prior to and after giving
effect to such Permitted Acquisition;



                    (D) in the case of a merger or consolidation, a Loan Party shall be the continuing and
surviving entity; and



                    (E) ATI shall demonstrate the following, each after giving effect to such Permitted
Acquisition, by delivering at least five (5) Business Days prior to such Permitted Acquisition a
certificate in the form of Exhibit 7.2.3 evidencing proforma compliance with: (x) Section
7.2.9 [Maximum Leverage Ratio], and Section 7.2.10 [Minimum Interest Coverage Ratio].



          7.2.4 Dispositions of Assets or Subsidiaries.




               Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to,
sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or
involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment,
discount or other disposition of accounts, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares of beneficial interest,
partnership interests or limited liability company interests of a Subsidiary of such Loan Party),
except:



               (i) transactions involving the sale of inventory in the ordinary course of business;



               (ii) any sale, transfer or lease of assets in the ordinary course of business which are no
longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business;



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               (iii) any sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan Party
to another Loan Party;



               (iv) any sale, transfer or lease of assets in the ordinary course of business which are
replaced by substitute assets;



               (v) any sale, transfer or lease of assets in connection with a Receivable Financing in an
amount not to exceed Two Hundred Fifty Million and 00/100 Dollars ($250,000,000.00) unless such
Receivables Financing has been approved by the Required Lenders; or



               (vi) any sale, transfer or lease of properties or assets, other than those specifically
excepted pursuant to clauses (i) through (v) above, provided that:



                    (A) there shall not exist any Event of Default or Potential Default immediately prior to and
after giving effect to such sale; and



                    (B) the aggregate value of such assets sold, transferred or leased by the Loan Parties and
their Subsidiaries during the term of this Agreement shall not exceed twenty percent (20%) of
Consolidated Tangible Assets during the term of this Agreement or ten percent (10%) of Consolidated
Tangible Assets in any fiscal year.



          7.2.5 Subsidiaries and Partnerships.




               Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to
own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has
joined this Agreement as Guarantor on the Closing Date; and (ii) any Subsidiary formed or acquired
after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder
of Guarantors]; provided, however, such Subsidiary shall not be required to join
this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] (1) if such
Subsidiary (a) exists on the date of this Agreement or is acquired by a Loan Party or Subsidiary of
a Loan Party and is a Foreign Subsidiary or (b) is formed or organized as a Foreign Subsidiary by a
Loan Party or Subsidiary of a Loan Party after the date of this Agreement, or (2) if the total
assets of such Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), such
Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13
[Joinder of Guarantors].



          7.2.6 Continuation of or Change in Business.




               Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, engage in
any business other than the manufacture, sale, processing, distribution or finishing of specialty
materials, and related lines of business, substantially as conducted and operated by such Loan
Party or Subsidiary during the present fiscal year, and such Loan Party or Subsidiary shall not
permit any material change in such business.



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          7.2.7 Fiscal Year.




               ATI shall not, and shall not permit any Domestic Subsidiary of ATI to, change its fiscal year
from the fifty-two (52)/fifty-three (53) week fiscal year beginning on the Monday closest to
December 31st of the preceding calendar year and ending on the Sunday closest to
December 31st of each calendar year.



          7.2.8 Changes in Organizational Documents.




               Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to,
amend in any material respect its certificate of incorporation (including any provisions or
resolutions relating to capital stock), by-laws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or other organizational
documents without providing at least five (5) calendar days’ prior written notice to the
Administrative Agent and the Lenders and, in the event such change would be adverse to the Lenders
as determined by the Administrative Agent in its reasonable discretion, obtaining the prior written
consent of the Required Lenders.



          7.2.9 Maximum Leverage Ratio.




               The Loan Parties shall not at any time permit the Leverage Ratio, calculated as of the end of
each fiscal quarter for the period equal to the four (4) consecutive fiscal quarters then ended, to
exceed 3.25 to 1.0.



          7.2.10 Minimum Interest Coverage Ratio.




               The Loan Parties shall not permit the Interest Coverage Ratio, calculated as of the end of
each fiscal quarter for the period equal to the four (4) consecutive fiscal quarters then ended, to
be less than 2.0 to 1.0.



          7.2.11 Negative Pledges.




               Each of the Loan Parties covenants and agrees that it shall not, and shall not permit any of
its Subsidiaries to, enter into any agreement with any Person which, in any manner, whether
directly or contingently, prohibits, restricts or limits the right of any of the Loan Parties from
granting any Liens to the Administrative Agent or the Lenders, except Liens permitted pursuant to
Section 7.2.1 [Liens].



     7.3 Reporting Requirements.



          ATI or the Borrowers, as applicable, will furnish or cause to be furnished to the
Administrative Agent and each of the Lenders:




          7.3.1 Quarterly Financial Statements.




               As soon as available and in any event within forty-five (45) calendar days after the end of
each of the first three (3) fiscal quarters in each fiscal year, financial statements of ATI,
consisting of a consolidated balance sheet as of the end of such fiscal quarter and related




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consolidated statements of income, stockholders’ equity and cash flows for the fiscal
quarter then ended and the fiscal year through that date, all in reasonable detail and certified
(subject to normal year-end audit adjustments) by the Chief Executive Officer, President, Chief
Financial Officer or Chief Accounting Officer of ATI as having been prepared in accordance with
GAAP, consistently applied, and setting forth in comparative form the respective financial
statements for the corresponding date and period in the previous fiscal year.




          7.3.2 Annual Financial Statements.




               As soon as available and in any event within ninety (90) days after the end of each fiscal
year of ATI, financial statements of ATI consisting of a consolidated balance sheet as of the end
of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash
flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative
form the financial statements as of the end of and for the preceding fiscal year, and certified by
independent certified public accountants of nationally recognized standing satisfactory to the
Administrative Agent. The certificate or report of accountants shall be free of qualifications
(other than any consistency qualification that may result from a change in the method used to
prepare the financial statements as to which such accountants concur) and shall not indicate the
occurrence or existence of any event, condition or contingency which would materially impair the
prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any
of the Loan Documents.



          7.3.3 Certificate of ATI.




               Concurrently with the financial statements of ATI furnished to the Administrative Agent and to
the Lenders pursuant to Sections 7.3.1 [Quarterly Financial Statements] and 7.3.2 [Annual Financial
Statements], a certificate (each a “Compliance Certificate”) of ATI signed by the Chief
Executive Officer, President, Chief Financial Officer or Chief Accounting Officer of ATI, in the
form of Exhibit 7.3.3.



          7.3.4 Notices




               7.3.4.1 Default. Promptly after any officer of any Loan Party has learned of the
occurrence of an Event of Default or Potential Default, a certificate signed by an Authorized
Officer setting forth the details of such Event of Default or Potential Default and the action
which such Loan Party proposes to take with respect thereto.



               7.3.4.2 Litigation. Promptly after the commencement thereof, notice of all actions,
suits, proceedings or investigations before or by any Official Body or any other Person against any
Loan Party or Subsidiary of any Loan Party which, involve a claim or series of claims which if
adversely determined would constitute a Material Adverse Change.



               7.3.4.3 Organizational Documents. Within the time limits set forth in Section 7.2.8
[Changes in Organizational Documents], any amendment to the organizational documents of any Loan
Party.



               7.3.4.4 Erroneous Financial Information. Immediately in the event that ATI or its
accountants conclude or advise that any previously issued financial statement, audit



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report or interim review should no longer be relied upon or that disclosure should be made or
action should be taken to prevent future reliance.



               7.3.4.5 ERISA Event. Immediately upon the occurrence of any ERISA Event.



               7.3.4.6 Other Reports. Promptly upon their becoming available to ATI:



                    (i) Annual Budget. The annual budget and any forecasts or projections of ATI, to be
supplied not later than January 15 of the fiscal year to which any of the foregoing may be
applicable,



                    (ii) SEC Reports; Shareholder Communications. Reports, including Forms 10-K, 10-Q and
8-K, registration statements and prospectuses and other shareholder communications, filed by ATI
with the Securities and Exchange Commission and not posted to the EDGAR website, and



                    (iii) Other Information. Such other reports and information as any of the Lenders may
from time to time reasonably request.



8 DEFAULT



     8.1 Events of Default.



          An Event of Default shall mean the occurrence or existence of any one or more of the following
events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected
by operation of Law):




          8.1.1 Payments Under Loan Documents.




               The Borrowers shall fail to pay any principal of any Loan (including scheduled installments,
mandatory prepayments or the payment due at maturity), Reimbursement Obligation or Letter of Credit
or Obligation or any interest on any Loan, Reimbursement Obligation or Letter of Credit Obligation
or any other amount owing hereunder or under the other Loan Documents on the date on which such
principal, interest or other amount becomes due in accordance with the terms hereof or thereof;



          8.1.2 Breach of Warranty.




               Any representation or warranty made at any time by any of the Loan Parties herein or by any of
the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement
furnished pursuant to the provisions hereof or thereof, shall prove to have been false or
misleading in any material respect as of the time it was made or furnished;



          8.1.3 Breach of Negative Covenants or Visitation Rights.




               Any of the Loan Parties shall default in the observance or performance of any covenant
contained in Section 7.1.5 [Visitation Rights] or Section 7.2 [Negative Covenants];



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          8.1.4 Breach of Other Covenants.




               Any of the Loan Parties shall default in the observance or performance of any other covenant,
condition or provision hereof or of any other Loan Document and such default shall continue
unremedied for a period of ten (10) Business Days;



          8.1.5 Defaults in Other Agreements or Indebtedness.




               A default or event of default shall occur at any time under: (a) the terms of any other
agreement involving borrowed money or the extension of credit or any other Indebtedness under which
any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in
excess of Fifty Million and 00/100 Dollars ($50,000,000.00) in the aggregate, and such breach,
default or event of default consists of the failure to pay (beyond any period of grace permitted
with respect thereto, whether waived or not) any Indebtedness when due (whether at stated maturity,
by acceleration or otherwise) or if such breach or default permits or causes the acceleration of
any Indebtedness (whether or not such right shall have been waived) or the termination of any
commitment to lend, or (b) any Lender Provided Interest Rate Hedge;



          8.1.6 Final Judgments or Orders.




               Any judgment or judgments are rendered or judgment liens filed against any Loan Party for an
aggregate amount in excess of Seventy Five Million and 00/100 Dollars ($75,000,000.00) in excess of
available insurance (i) which within thirty (30) days of such rendering or filing is not either
appealed, satisfied, stayed or discharged of record and (ii) for which such Loan Party has not
established sufficient reserves in accordance with GAAP.



          8.1.7 Loan Document Unenforceable.




               Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable
against the party executing the same or such party’s successors and assigns (as permitted under the
Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or inoperative or shall
in any way be challenged or contested or cease to give or provide the respective Liens, security
interests, rights, titles, interests, remedies, powers or privileges intended to be created
thereby;



          8.1.8 Uninsured Losses; Proceedings Against Assets.




               There shall occur any material uninsured damage to or loss, theft or destruction of any of the
Loan Parties’ or any of their Domestic Subsidiaries’ assets in excess of Fifty Million and 00/100
Dollars ($50,000,000.00) or any of the Loan Parties’ or any of their Domestic Subsidiaries’ assets
in excess of Fifty Million and 00/100 Dollars ($50,000,000.00) are attached, seized, levied upon or
subjected to a writ or distress warrant; or such come within the possession of any receiver,
trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty
(30) days thereafter;



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          8.1.9 Events Relating to Plans and Benefit Arrangements.




               (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably be expected to result in liability of ATI or either Borrower under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC which would constitute a
Material Adverse Change, or (ii) ATI, any Borrower or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan which constitutes a
Material Adverse Change;



          8.1.10 Change of Control.




               (i) Any Person or group of Persons acting in concert (within the meaning of Sections 13(d) or
14(a) of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership
of (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under
said Act) twenty percent (20%) or more of the issued and outstanding voting capital stock of ATI;
or (ii) within the period of twelve (12) consecutive calendar months, individuals who are directors
of ATI on the first (1st) day of such period, together with any new directors whose
election or nomination for election by the equity holders of ATI was approved by a vote of at least
a majority of the directors of ATI then still in office or whose election or nomination for
election was previously so approved, shall cease to constitute a majority of the board of directors
of ATI;



          8.1.11 Relief Proceedings.




               (i) A Relief Proceeding shall have been instituted against any Loan Party or Domestic
Subsidiary of a Loan Party and such Relief Proceeding shall remain undismissed and in effect for a
period of thirty (30) consecutive days or such court shall enter a decree or order granting any of
the relief sought in such Relief Proceeding, (ii) any Loan Party or Domestic Subsidiary of a Loan
Party institutes, or takes any action in furtherance of, a Relief Proceeding, or (iii) any Loan
Party or any Domestic Subsidiary of a Loan Party ceases to be solvent or admits in writing its
inability to pay its debts as they mature or ceases operation of its present business.



     8.2 Consequences of Event of Default.



          8.2.1 Events of Default Other Than Bankruptcy, Insolvency or
Reorganization Proceedings.




               If an Event of Default specified under Sections 8.1.1 through 8.1.10 shall occur and be
continuing, the Lenders and the Administrative Agent shall be under no further obligation to make
Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the
Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice
to the Borrowers, declare the unpaid principal amount of the Notes then outstanding and all
interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the
Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon
become and be immediately due and payable to the Administrative Agent for the benefit of each
Lender without presentment, demand, protest or any other notice of any



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kind, all of which are hereby expressly waived, and (ii) require the Borrowers to, and the
Borrowers shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent,
as cash collateral for its Obligations, an amount equal to the maximum amount currently or at any
time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrowers
hereby pledge to the Administrative Agent and the Lenders, and grant to the Administrative Agent
and the Lenders a security interest in, all such cash as security for such Obligations; and




          8.2.2 Bankruptcy, Insolvency or Reorganization Proceedings.




               If an Event of Default specified under Section 8.1.11 [Relief Proceedings] shall occur, the
Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender shall
be under no obligation to issue Letters of Credit and the unpaid principal amount of the Loans then
outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the
Borrowers to the Lenders hereunder and thereunder shall be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and



          8.2.3 Set-off.




               If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender,
and each of their respective Affiliates and any participant of such Lender or Affiliate which has
agreed in writing to be bound by the provisions of Section 4.3 [Sharing of Payments] is hereby
authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time
owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit
or the account of any Loan Party against any and all of the Obligations of such Loan Party now or
hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing
Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender,
Affiliate or participant shall have made any demand under this Agreement or any other Loan Document
and although such Obligations of the Borrowers or such Loan Party may be contingent or unmatured or
are owed to a branch or office of such Lender or the Issuing Lender different from the branch or
office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the
Issuing Lender and their respective Affiliates and participants under this Section are in addition
to other rights and remedies (including other rights of setoff) that such Lender, the Issuing
Lender or their respective Affiliates and participants may have. Each Lender and the Issuing
Lender agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff
and application; provided that the failure to give such notice shall not affect the
validity of such setoff and application; and



          8.2.4 Suits, Actions, Proceedings.




               If an Event of Default shall occur and be continuing, and whether or not the Administrative
Agent shall have accelerated the maturity of the Loans pursuant to any of the foregoing provisions
of this Section 8.2, the Administrative Agent or any Lender, if owed any



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amount with respect to the Loans, may proceed to protect and enforce its rights by suit in
equity, action at law and/or other appropriate proceeding, whether for the specific performance of
any covenant or agreement contained in this Agreement or the other Loan Documents, including as
permitted by applicable Law the obtaining of the ex parte appointment of a
receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to
enforce the payment thereof or any other legal or equitable right of the Administrative Agent or
such Lender; and



          8.2.5 Application of Proceeds.




               From and after the date on which the Administrative Agent has taken any action pursuant to
this Section 8.2 and until all Obligations of the Loan Parties have been paid in full, any and all
proceeds received by the Administrative Agent from the exercise of any remedy by the Administrative
Agent, shall be applied as follows:



               (i) first, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs,
expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal
expenses, incurred by the Administrative Agent or the Lenders in connection with the collection of
any Obligations of any of the Loan Parties under any of the Loan Documents;



               (ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to
the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or
agreements evidencing Lender Provided Financial Services Obligations, whether of principal,
interest, fees, expenses or otherwise and to cash collateralize the Letter of Credit Obligations,
in such manner as the Administrative Agent may determine in its discretion; and



               (iii) the balance, if any, as required by Law.



9 THE ADMINISTRATIVE AGENT



     9.1 Appointment and Authority.



               Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC Bank to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Section 9 are solely for
the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither any
Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such
provisions.



          9.2 Rights as a Lender.




               The Person serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated
or unless the context otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its



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Affiliates may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with ATI or any Subsidiary
or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.



     9.3 Exculpatory Provisions.



          The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein and in the other Loan Documents. Without limiting the generality of the foregoing,
the Administrative Agent:




          (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Potential Default or Event of Default has occurred and is continuing;




          (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents); provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law;
and




          (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
ATI or any of its Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.




          The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.1 [Modifications, Amendments or
Waivers] and 8.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Potential Default or Event of Default unless and until notice describing such Potential
Default or Event of Default is given to the Administrative Agent by the Borrowers, a Lender or the
Issuing Lender.




          The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Potential Default or Event of Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Section 6 [Conditions
of Lending and Issuance of Letters of Credit] or


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elsewhere herein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent.




     9.4 Reliance by Administrative Agent.



          The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person. The Administrative Agent also may rely upon any statement made to it orally
or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent
shall have received notice to the contrary from such Lender or the Issuing Lender prior to the
making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrowers), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.




     9.5 Delegation of Duties.



          The Administrative Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other Loan Document by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Section 9 shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent.




     9.6 Resignation of Administrative Agent.



          The Administrative Agent may at any time give notice of its resignation to the Lenders, the
Issuing Lender and the Borrowers. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, with approval from the Borrowers (so long as no Event of Default has
occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld
or delayed. If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on behalf of the
Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications
set forth above; provided that if the Administrative Agent shall notify the Borrowers and
the Lenders that no qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (i) the retiring Administrative
Agent shall be discharged from its duties and obligations


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hereunder and under the other Loan Documents (except that in the case of any collateral security held by
the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan
Documents, the retiring Administrative Agent shall continue to hold such collateral security until
such time as a successor Administrative Agent is appointed) and (ii) all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders
appoint a successor Administrative Agent as provided for above in this Section 9.6. Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from
all of its duties and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a
successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed among the Borrowers and such successor. After the retiring Administrative Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and
Section 10.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was
acting as Administrative Agent.




          If PNC Bank resigns as Administrative Agent under this Section 9.6, PNC Bank shall also resign
as an Issuing Lender. Upon the appointment of a successor Administrative Agent hereunder, such
successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC Bank as the
retiring Issuing Lender and Administrative Agent and PNC Bank shall be discharged from all of its
respective duties and obligations as Issuing Lender and Administrative Agent under the Loan
Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC
Bank, if any, outstanding at the time of such succession or make other arrangement satisfactory to
PNC Bank to effectively assume the obligations of PNC Bank with respect to such Letters of Credit.




     9.7 Non-Reliance on Administrative Agent and Other Lenders.



          Each Lender and the Issuing Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent or any other Lender
or any of their Related Parties and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.




     9.8 No Other Duties, etc.



          Anything herein to the contrary notwithstanding, none of the co-syndication agents,
co-documentation agents, co-managing agents or lead arranger listed on the cover page


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hereof shall have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender
or the Issuing Lender hereunder.




     9.9 Administrative Agent’s Fee.



          The Borrowers shall pay to the Administrative Agent a nonrefundable fee (the
“Administrative Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s
Letter”) among the Borrowers and Administrative Agent, as amended from time to time.




     9.10 Authorization to Release Guarantors.



          The Lenders and Issuing Lenders authorize the Administrative Agent to release any Guarantor
from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are
sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of
the Loan Parties in a transaction permitted under Section 7.2.4 [Disposition of Assets or
Subsidiaries] or 7.2.3 [Liquidations, Mergers, Consolidations, Acquisitions].




     9.11 No Reliance on Administrative Agent’s Customer Identification Program.



          Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates,
participants or assignees, may rely on the Administrative Agent to carry out such Lender’s,
Affiliate’s, participant’s or assignee’s customer identification program, or other obligations
required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder,
including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the
“CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any
of the following items relating to or in connection with any of the Loan Parties, their Affiliates
or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any
identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists,
(iv) customer notices or (v) other procedures required under the CIP Regulations or such other
Laws.




10 MISCELLANEOUS



     10.1 Modifications, Amendments or Waivers.



          With the written consent of the Required Lenders, the Administrative Agent, acting on behalf
of all the Lenders, and the Borrowers, on behalf of the Loan Parties, may from time to time enter
into written agreements amending or changing any provision of this Agreement or any other Loan
Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant
written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made
with such written consent shall be effective to bind all the Lenders and the Loan Parties;
provided, that, without the written consent of all of the Lenders, no such agreement,
waiver or consent may be made which will:





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	 	10.1.1	 	Increase of Commitment.





               Increase the amount of the Revolving Credit Commitment of any Lender hereunder without the
consent of such Lender;




	 	10.1.2	 	Extension of Payment; Reduction of Principal Interest or Fees;
Modification of Terms of Payment.





               Whether or not any Loans are outstanding, extend the Expiration Date or the time for payment
of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a
Loan), the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of
or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to
any Lender, the Commitment Fee or any other fee payable to any Lender, without the consent of each
Lender directly affected thereby;




	 	10.1.3	 	Release of Guarantor.





               Release any Guarantor from its Obligations under the Guaranty Agreement without the consent of
all Complying Lenders; or




	 	10.1.4	 	Miscellaneous.





               Amend Section 4.2 [Pro Rata Treatment of Lenders], 9.3 [Exculpatory Provisions, Etc.] or 4.3
[Sharing of Payments by Lenders] or this Section 10.1, alter any provision regarding the pro rata
treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce
any percentage specified in the definition of Required Lenders, in each case without the consent of
all of the Complying Lenders;



provided that no agreement, waiver or consent which would modify the interests, rights or
obligations of the Administrative Agent or the Issuing Lender without the written consent of such
Administrative Agent or Issuing Lender, as applicable, and provided, further that,
if in connection with any proposed waiver, amendment or modification referred to in Sections 10.1.1
through 10.1.4 above, the consent of the Required Lenders is obtained but the consent of one or
more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting
Lender”), then the Borrowers shall have the right to replace any such Non-Consenting Lender
with one or more replacement Lenders pursuant to Section 4.6.2 [Replacement of a Lender].




	 	10.2	 	No Implied Waivers; Cumulative Remedies.





          No course of dealing and no delay or failure of the Administrative Agent or any Lender in
exercising any right, power, remedy or privilege under this Agreement or any other Loan Document
shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any further exercise thereof or of any other right,
power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders
under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or
remedies which they would otherwise have.



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	 	10.3	 	 Expenses; Indemnity; Damage Waiver.






	 	10.3.1	 	Costs and Expenses.





               The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements
for attorneys who may be employees of the Administrative Agent, in connection with the syndication
of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Administrative
Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all fees and
time charges for attorneys who may be employees of the Administrative Agent, any Lender or the
Issuing Lender, in connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under this Section, or (B)
in connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the
Administrative Agent’s regular employees and agents engaged periodically to perform audits of the
Loan Parties’ books, records and business properties.




	 	10.3.2	 	Indemnification by the Borrowers.





               The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each
Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each
Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of
any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or
by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i)
the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) breach of representations, warranties or covenants of the Borrowers
under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, including any such items or losses relating to or
arising under Environmental Laws or pertaining to environmental matters, whether based on contract,
tort or



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any other theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if
the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on
such claim as determined by a court of competent jurisdiction.




	 	10.3.3	 	Reimbursement by Lenders.





               To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required
under Sections 10.3.1 [Costs and Expenses] or 10.3.2 [Indemnification by the Borrowers] to be paid
by them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or
any such sub-agent), the Issuing Lender or such Related Party, as the case may be, such Lender’s
Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Lender in its
capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or Issuing Lender in connection with such capacity.




	 	10.3.4	 	Waiver of Consequential Damages, Etc.





               To the fullest extent permitted by applicable Law, the Borrowers shall not assert, and hereby
waive, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter
of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 10.3.2
[Indemnification by Borrowers] shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby.




	 	10.3.5	 	Payments.





               All amounts due under this Section shall be payable not later than ten (10) days after demand
therefor.




	 	10.4	 	Holidays.





          Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a
Business Day such payment shall be due on the next Business Day (except as



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provided in Section 3.2
[Interest Periods]) and such extension of time shall be included in
computing interest and fees, except that the Loans shall be due on the Business Day preceding
the Expiration Date if the Expiration Date is not a Business Day. Whenever any payment or action
to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day
which is not a Business Day, such payment or action shall be made or taken on the next following
Business Day, and such extension of time shall not be included in computing interest or fees, if
any, in connection with such payment or action.





	 	10.5	 	 Notices; Effectiveness; Electronic Communication.






	 	10.5.1	 	 Notices Generally.





               Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in Section 10.5.2 [Electronic Communications]), all notices and
other communications provided for herein (“Notices”) shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopier (i) if to a Lender, to it at its address set forth in its administrative questionnaire,
or (ii) if to any other Person, to it at its address set forth on Schedule 1.1(B).



               Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices delivered through electronic communications to the extent provided in
Section 10.5.2 [Electronic Communications], shall be effective as provided in such Section.




	 	10.5.2	 	Electronic Communications.





               Notices and other communications to the Lenders and the Issuing Lender hereunder may be
delivered or furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices to any Lender or the Issuing Lender if such Lender or the
Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. The Administrative Agent or the
Borrowers may, in their discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications. Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided that if such notice or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next Business Day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be deemed received upon
the deemed receipt by the intended recipient at



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its e-mail address as described in the foregoing clause (i) of notification that such notice
or communication is available and identifying the website address therefor.




	 	10.5.3	 	Change of Address, Etc.





               Any party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto.




	 	10.6	 	Severability.





          The provisions of this Agreement are intended to be severable. If any provision of this
Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability thereof in any
other jurisdiction or the remaining provisions hereof in any jurisdiction.




	 	10.7	 	Duration; Survival.





          All representations and warranties of the Loan Parties contained herein or made in connection
herewith shall survive the execution and delivery of this Agreement, the completion of the
transactions hereunder and Payment In Full. All covenants and agreements of the Borrowers
contained herein relating to the payment of principal, interest, premiums, additional compensation
or expenses and indemnification, including those set forth in the Notes, Section 4 [Payments] and
Section 10.3 [Expenses; Indemnity; Damage Waiver], shall survive Payment in Full. All other
covenants and agreements of the Loan Parties shall continue in full force and effect from and after
the date hereof and until Payment in Full.




	 	10.8	 	Successors and Assigns.






	 	10.8.1	 	Successors and Assigns Generally.





               The provisions of this Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns permitted hereby, except that neither
any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders],
(ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations],
or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the extent provided in
Section 10.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.



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	 	10.8.2	 	Assignments by Lenders.





               Any Lender may at any time assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that any such assignment shall be subject to the following
conditions:



               (i) Minimum Amounts.



                    (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and



                    (B) in any case not described in clause (i)(A) of this Section 10.8.2, the aggregate amount of
the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable
Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption
Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be
less than Five Million and 00/100 Dollars ($5,000,000.00), in the case of any assignment in respect
of the Revolving Credit Commitment of the assigning Lender, unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent
(each such consent not to be unreasonably withheld or delayed).



               (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of
a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loan or the Commitment assigned.



               (iii) Required Consents. The following consents shall be required for any assignment:



                    (A) the consent of the Administrative Agent (which shall not be unreasonably withheld or
delayed) unless such assignment is to an Affiliate of the Lender making such assignment;



                    (B) the consent of the Borrowers (such consent not to be unreasonably withheld or delayed)
unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y)
such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;



                    (C) the consent of the Issuing Lender (such consent not to be unreasonably withheld or
delayed) for any assignment that increases the obligation of the assignee to participate in
exposure under one or more Letters of Credit (whether or not then outstanding).



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               (iv) Assignment and Assumption Agreement. The parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together
with a processing and recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00)
(provided that no such fee shall be payable in connection with an assignment from a Lender to an
Affiliate of such Lender), and the assignee, if it is not a Lender, shall deliver to the
Administrative Agent an administrative questionnaire provided by the Administrative Agent.



               (v) No Assignment to Borrowers. No such assignment shall be made to either Borrower
or any of either Borrower’s Affiliates or Subsidiaries.



               (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural
person.




	 	 	Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.8.3
[Register], from and after the effective date specified in each Assignment and Assumption
Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption Agreement, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections 3.4 [LIBOR Rate
Unascertainable; Illegality; Increased Costs; Deposits Not Available], 4.7 [Increased Costs;
Indemnity], and 10.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this Section 10.8.2 shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with Section 10.8.4 [Participations].






	 	10.8.3	 	Register.





               The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall
maintain a record of the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time. Such
register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat
each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be
available for inspection by the Borrowers and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.




	 	10.8.4	 	Participations.





               Any Lender may at any time, without the consent of, or notice to, the Borrowers or the
Administrative Agent, sell participations to any Person (other than a natural



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person or the Borrowers or any of either Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent and the Lenders, Issuing Lender
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement.



               Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver with respect to Sections 10.1.1
[Increase of Commitment, Etc.], 10.1.2 [Extension of Payment, Etc.], or 10.1.3 [Release of
Guarantor]). Subject to Section 10.8.5 [Limitations upon Participant Rights Successors and Assigns
Generally], the Borrowers agree that each Participant shall be entitled to the benefits of Sections
3.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] and 4.7
[Increased Costs; Indemnity] to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to Section 10.8.2 [Assignments by Lenders]. To the extent
permitted by Law, each Participant also shall be entitled to the benefits of Section 8.2.3 [Setoff]
as though it were a Lender; provided such Participant agrees to be subject to Section 4.3
[Sharing of Payments by Lenders] as though it were a Lender.




	 	10.8.5	 	Limitations upon Participant Rights Successors and Assigns Generally.





               A Participant shall not be entitled to receive any greater payment under Sections 4.7
[Increased Costs], 4.8 [Taxes] or 10.3 [ Expenses; Indemnity; Damage Waiver] than the applicable
Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with the Borrowers’
prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not
be entitled to the benefits of Section 4.8 [Taxes] unless the Borrowers are notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 4.8.5 [Status of Lenders] as though it were a Lender.




	 	10.8.6	 	Certain Pledges; Successors and Assigns Generally.





               Any Lender may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.




- 79 -












 






	 	10.9	 	Confidentiality.






	 	10.9.1	 	General.





               Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the
confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates
and to its and its Affiliates’ respective partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (ii) to the extent requested by any regulatory authority purporting to
have jurisdiction over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially
the same as those of this Section, to (A) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to the Borrowers and their obligations, (vii) with the consent of the Borrowers, (viii) to the
extent such Information (A) becomes publicly available other than as a result of a breach of this
Section or (B) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any
of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers or
(ix) in connection with any suit, action or proceeding for the purposes of defending itself,
reducing its liability, or protecting or exercising any of its claims, rights, remedies, or
interests under or in connection with the Loan Documents or Lender Provided Interest Rate Hedges.
Lenders and their Affiliates may retain confidential materials after the Obligations have been
repaid or terminated and no suit, action or proceeding relating thereto exists. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.




	 	10.9.2	 	Sharing Information With Affiliates of the Lenders.





               Each Loan Party acknowledges that from time to time financial advisory, investment banking and
other services may be offered or provided to the Borrowers or one or more of their Affiliates (in
connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or
Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share any
information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this
Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 10.9.1
[General].



-80-









 






	 	10.10	 	Counterparts; Integration; Effectiveness.






	 	10.10.1	 	Counterparts; Integration; Effectiveness.





               This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement and the other Loan Documents, and any separate
letter agreements with respect to fees payable to the Administrative Agent, constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof including any
prior confidentiality agreements and commitments. Except as provided in Section 6 [Conditions Of
Lending And Issuance Of Letters Of Credit], this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof that, when taken together, bear the signatures of each of the other
parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.




	 	10.11	 	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL.






	 	10.11.1	 	Governing Law.





               This Agreement shall be deemed to be a contract under the Laws of the Commonwealth of
Pennsylvania without regard to its conflict of laws principles. Each Standby Letter of Credit
issued under this Agreement shall be subject either to the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the International Chamber of
Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of the
International Standby Practices (ICC Publication Number 590) (“ISP98”), as determined by
the Issuing Lender, and each Commercial Letter of Credit shall be subject to UCP, and in each case
to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without
regard to is conflict of laws principles.




	 	10.11.2	 	SUBMISSION TO JURISDICTION.





               THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF
PENNSYLVANIA SITTING IN ALLEGHENY COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN
DISTRICT OF PENNSYLVANIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
PENNSYLVANIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY



-81-









 







APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY
LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWERS OR ANY OTHER LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.




	 	10.11.3	 	WAIVER OF VENUE.





               THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 10.11. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT
ASSERT ANY SUCH DEFENSE.




	 	10.11.4	 	SERVICE OF PROCESS.





               EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 10.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY APPLICABLE LAW.




	 	10.11.5	 	WAIVER OF JURY TRIAL.





               EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN



-82-









 







DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




	 	10.12	 	USA Patriot Act Notice.





          Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of
the USA Patriot Act, it is required to obtain, verify and record information that identifies the
Loan Parties, which information includes the name and address of Loan Parties and other information
that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in
accordance with the USA Patriot Act.




	 	10.13	 	Joinder of Guarantors.





          Any Subsidiary of any Loan Party which is required to join this Agreement as a Guarantor
pursuant to Section 7.2.5 [Subsidiaries, Partnerships and Joint Ventures] and which has not yet
done so shall execute and deliver to the Administrative Agent (i) a Guarantor Joinder in
substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join
as a Guarantor each of the documents to which the Guarantors are parties; and (ii) documents in the
forms described in Section 6.1 [First Loans and Letters of Credit] modified as appropriate to
relate to such Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related
documents to the Administrative Agent within thirty (30) Business Days after the date of (a) the
filing of such Subsidiary’s articles of incorporation if the Subsidiary is a corporation, (b) the
filing of its certificate of limited partnership if it is a limited partnership or (c) if it is an
entity other than a limited partnership or corporation, its organization.




	 	10.14	 	Payment of Debt; Joint and Several Obligations.





          The Borrowers shall be jointly and severally liable for the Obligations under this Agreement
and each of the other Loan Documents. Without limiting the generality of the foregoing, each of
the Borrowers hereby acknowledge and agree that any and all actions, inactions or omissions by any
one or more, or all, of the Borrowers in connection with, related to or otherwise affecting this
Agreement or any of the other Loan Documents are the obligations of, and inure to and are binding
upon, each and all of the Borrowers, jointly and severally.




	 	10.15	 	Additional Waivers of Borrowers.





          Each Borrower hereby waives to the full extent permitted by Law any defense it may otherwise
have to the payment and performance of the Obligations based on any contention that its liability
hereunder and under the other Loan Documents is limited and not joint and several. Each Borrower
acknowledges and agrees that the foregoing waivers and those set forth below serve as a material
inducement to the agreement of the Administrative Agent and the Lenders to make the Loans, and that
the Administrative Agent and the Lenders are relying on each specific waiver and all such waivers
in entering into this Agreement. The undertakings of each Borrower hereunder secure the
Obligations of itself and the other Borrowers. Each Borrower further agrees that:



-83-









 





               (i) the Administrative Agent and the Lenders may do any of the following with notice to such
Borrower and without adversely affecting the validity or enforceability of this Agreement or the
Obligations (or any portion thereof): (i) release, surrender, exchange, compromise or settle the
Obligations or any portion thereof, with respect to any other Borrower; (ii) change, renew or waive
the terms of the Obligations, or any part thereof with respect to any other Borrower; (iii) change,
renew or waive the terms of any of the Loan Documents or any other agreements relating to the
Obligations, or any portion thereof, with respect to any other Borrower; (iv) grant any extension
or indulgence with respect to the payment or performance of the Obligations, or any portion
thereof, with respect to any other Borrower; (v) enter into any agreement of forbearance with
respect to the Obligations, or any portion thereof, with respect to any other Borrower; and (vi)
release, surrender, exchange, impair or compromise any security of any other Borrower held by the
Administrative Agent or any Lender for the Obligations or any portion thereof. Each Borrower
agrees that the Administrative Agent and the Lenders may do any of the above as the Administrative
Agent and the Lenders deem necessary or advisable, in the Administrative Agent’s and the Lenders’
sole discretion, without giving notice to any other Borrower, and that such Borrower will remain
liable for full payment and performance of the Obligations; and



               (ii) each Borrower waives and agrees not to enforce any of the rights of the Administrative
Agent or the Lenders against any other Borrower or any other obligor of the Obligations, or any
portion thereof, or any collateral securing the same unless and until all of the Obligations shall
have been indefeasibly paid in full and the Borrowers’ rights to borrow hereunder have terminated,
including but not limited to any right of such Borrower to be subrogated in whole or in part to any
right or claim of the Administrative Agent and the Lenders with respect to the Obligations or any
portion thereof. Each Borrower hereby irrevocably agrees that following the occurrence of any
Event of Default which has not been waived by the Administrative Agent or the Lenders, such
Borrower shall not enforce any rights of contribution, indemnity or reimbursement from any other
Borrower on account of such Borrower’s payment of the Obligations, or any portion thereof, unless
and until all of the Obligations shall have been indefeasibly paid in full and the Borrowers’
rights to borrow hereunder have terminated. Each of the Borrowers hereby waives any defenses based
on suretyship or impairment of collateral or the like.




	 	10.16	 	Relative Priority of Security Interests; Limitation of Certain
Liabilities.





          To the extent any portion of the Obligations of a Borrower may be determined by final order of
a court of competent jurisdiction to be in the nature of the obligations of a surety (the
“Suretyship Portion”), any security interests in the assets of such Borrower securing the
Suretyship Portion shall be subordinate to the security interests in the assets securing the
remaining portion of the Obligations. If the Suretyship Portion would otherwise be held or
determined to be void, invalid or unenforceable on account of its amount, notwithstanding any other
provision of this Agreement to the contrary, the aggregate amount of such liability shall, without
any further action by the Administrative Agent or the Lenders, the Borrower or any other Persons,
be automatically limited and reduced to the highest amount which is valid and enforceable as
determined in such action or proceeding.



[INTENTIONALLY LEFT BLANK]





-84-










 





     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed this Agreement the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ATI FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	  
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	  
	 

	 	 	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	TDY HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	  
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	  
	 

	 	 	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ALLEGHENY TECHNOLOGIES INCORPORATED	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	  
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	  
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	OREGON METALLURGICAL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	  
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	  
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ALLEGHENY LUDLUM CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	  
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	  
	 

	 	 	 	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ATI PROPERTIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest

	 	 	 	By:
	 	/s/ Patrick J. Viccaro
	 	 
	 


	 	 
	 	 	 	 

Name: Patrick J. Viccaro
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	TDY INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	 
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ALC FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	 
	 	By:
	 	/s/ Dale G. Reid
 

	 	 
	 

	 	 	 	 	 	Name: Dale G. Reid	 	 
	 

	 	 	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	JEWEL ACQUISITION, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	 
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	JESSOP STEEL, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	 
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	INTERNATIONAL HEARTH MELTING, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: OREGON METALLURGICAL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	 
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ROME METALS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	 
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	TI OREGON, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	 
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	TITANIUM WIRE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	 
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ATI CANADA HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest
 


	 	 
	 	By:
	 	/s/ Dale G. Reid
 

Name: Dale G. Reid
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 







 










 





	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Dale G. Reid	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	AII INVESTMENT CORP.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Dale G. Reid	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ENVIRONMENTAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Dale G. Reid	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	AII ACQUISITION, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Dale G. Reid	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	ATI TITANIUM LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ M.P. Earnest	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Dale G. Reid	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 
	 	AGENTS AND LENDERS:



PNC BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative
Agent

 	 
	 	By:  	/s/ David B. Gookin
 	 
	 	 	Name:  	David B. Gookin 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as a Lender and as Co-Syndication Agent

 	 
	 	By:  	/s/ Raymond G. Dunning
 	 
	 	 	Name:  	Raymond G. Dunning 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender and as Co-Syndication Agent

 	 
	 	By:  	/s/ James H. Ramage
 	 
	 	 	Name:  	James H. Ramage 	 
	 	 	Title:  	Managing Director 	 
	 




 










 





	 	 	 	 	 
	 	BANK OF AMERICA N.A., as a Lender and 

as Co-Documentation Agent

 	 
	 	By:  	/s/ W. Thomas Barnett
 	 
	 	 	Name:  	W. Thomas Barnett 	 
	 	 	Title:  	Senior Vice-President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF TOKYO-MITSUBISHI UFJ 

TRUST COMPANY, as a Lender and as Co-

Documentation Agent

 	 
	 	By:  	/s/ K. Ossolinski
 	 
	 	 	Name:  	K. Ossolinski 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS 

BRANCH, as a Lender and as a Co-Managing 

Agent

 	 
	 	By:  	/s/ Alain Daoust
 	 
	 	 	Name:  	Alain Daoust 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	             /s/ Denise L. Alvarez
 	 
	 	 	Name:  	Denise L. Alvarez 	 
	 	 	Title:  	Associate 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL 

ASSOCIATION, as a Lender and as Co-

Managing Agent

 	 
	 	By:  	/s/ Patrick J. Kaufmann
 	 
	 	 	Name:  	Patrick J. Kaufmann 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK, as a Lender and as

Co-Managing Agent

 	 
	 	By:  	/s/ Debra W. Riefner
 	 
	 	 	Name:  	Debra W. Riefner 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as a Lender and 

as Co-Managing Agent

 	 
	 	By:  	/s/ William M. Feathers
 	 
	 	 	Name:  	William M. Feathers 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LASALLE BANK NATIONAL 

ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ David P. Barrett
 	 
	 	 	Name:  	David P. Barrett 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY BANK, as a Lender

 	 
	 	By:  	/s/ Daniel Twenge
 	 
	 	 	Name:  	Daniel Twenge 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL 

ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Kevin B. Quinn
 	 
	 	 	Name:  	Kevin B. Quinn 	 
	 	 	Title:  	Senior Vice President