exv10w1






Exhibit
10.1


CONFIDENTIAL
TREATMENT


EXECUTION COPY


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED FROM
 PUBLIC FILING PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE
COMMISSION. THE OMITTED INFORMATION, WHICH HAS BEEN
IDENTIFIED WITH THE SYMBOL “[***],” HAS BEEN FILED SEPARATELY
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



CREDIT AGREEMENT




by and among



CALGON CARBON CORPORATION,



as Borrower,



THE GUARANTORS PARTY HERETO,



THE LENDERS PARTY HERETO,



And



FIRST COMMONWEALTH BANK, as Agent,



Dated May 8, 2009



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 









 





CONFIDENTIAL
TREATMENT



	 	 	 	 	 

	ARTICLE I CERTAIN DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.1 Certain Definitions
	 	 	1	 
	SECTION 1.2 Construction
	 	 	24	 
	SECTION 1.3 Accounting Principles
	 	 	25	 
	 
	 	 	 	 
	ARTICLE II REVOLVING CREDIT AND SWING LOAN FACILITIES
	 	 	25	 
	 
	 	 	 	 
	SECTION 2.1 Revolving Credit Commitments and Swing Loan Commitments
	 	 	25	 
	SECTION 2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans
	 	 	26	 
	SECTION 2.3 Commitment Fees
	 	 	26	 
	SECTION 2.4 Revolving Credit Loan Requests; Swing Loan Requests
	 	 	27	 
	SECTION 2.5 Making Revolving Credit Loans and Swing Loans
	 	 	27	 
	SECTION 2.6 Revolving Credit Notes
	 	 	28	 
	SECTION 2.7 Swing Loan Note
	 	 	28	 
	SECTION 2.8 Borrowings to Repay Swing Loans
	 	 	28	 
	SECTION 2.9 Letter of Credit Subfacility
	 	 	28	 
	SECTION 2.10  Increase in Revolving Credit Commitment
	 	 	34	 
	 
	 	 	 	 
	ARTICLE III TERM LOANS
	 	 	35	 
	 
	 	 	 	 
	SECTION 3.1 Term Loan Commitments
	 	 	35	 
	SECTION 3.2 Nature of Lenders’ Obligations with Respect to Term Loans
	 	 	36	 
	SECTION 3.3 Term Loan Principal Payments
	 	 	36	 
	SECTION 3.4 Term Loan Notes
	 	 	36	 
	 
	 	 	 	 
	ARTICLE IV INTEREST RATES
	 	 	36	 
	 
	 	 	 	 
	SECTION 4.1 Interest Rate Options
	 	 	36	 
	SECTION 4.2 Interest Periods
	 	 	36	 
	SECTION 4.3 Interest After Default
	 	 	37	 
	SECTION 4.4 Euro-Rate Unascertainable; Illegality; Increased Costs;
Deposits Not Available
	 	 	37	 
	SECTION 4.5 Selection of Interest Rate Options
	 	 	38	 
	SECTION 4.6 Computation of Interest and Fees; Retroactive Adjustments of
Applicable Margin
	 	 	39	 
	 
	 	 	 	 
	ARTICLE V PAYMENTS
	 	 	39	 
	 
	 	 	 	 
	SECTION 5.1 Payments
	 	 	39	 
	SECTION 5.2 Pro Rata Treatment of Lenders
	 	 	40	 
	SECTION 5.3 Interest Payment Dates
	 	 	40	 
	SECTION 5.4 Voluntary Prepayments and Reduction of Commitment
	 	 	40	 
	SECTION 5.5 Mandatory Prepayments and Reduction of Commitment
	 	 	42	 
	SECTION 5.6 Additional Compensation in Certain Circumstances
	 	 	42	 




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 









 




CONFIDENTIAL
TREATMENT



	 	 	 	 	 

	ARTICLE VI REPRESENTATIONS AND WARRANTIES
	 	 	44	 
	 
	 	 	 	 
	SECTION 6.1 Organization and Qualification
	 	 	44	 
	SECTION 6.2 Capitalization and Ownership
	 	 	44	 
	SECTION 6.3 Subsidiaries
	 	 	44	 
	SECTION 6.4 Power and Authority
	 	 	45	 
	SECTION 6.5 Validity and Binding Effect
	 	 	45	 
	SECTION 6.6 No Conflict
	 	 	45	 
	SECTION 6.7 Litigation
	 	 	45	 
	SECTION 6.8 Title to Properties
	 	 	46	 
	SECTION 6.9 Financial Statements
	 	 	46	 
	SECTION 6.10 Use of Proceeds; Margin Stock
	 	 	46	 
	SECTION 6.11 Full Disclosure
	 	 	47	 
	SECTION 6.12 Taxes
	 	 	47	 
	SECTION 6.13 Consents and Approvals
	 	 	47	 
	SECTION 6.14 No Event of Default; Compliance with Instruments
	 	 	48	 
	SECTION 6.15 Patents, Trademarks, Copyrights, Licenses, Etc
	 	 	48	 
	SECTION 6.16 Security Interests
	 	 	48	 
	SECTION 6.17 Status of the Pledged Collateral
	 	 	49	 
	SECTION 6.18 Insurance
	 	 	49	 
	SECTION 6.19 Compliance with Laws
	 	 	49	 
	SECTION 6.20 Material Contracts; Burdensome Restrictions
	 	 	49	 
	SECTION 6.21 Investment Companies; Regulated Entities
	 	 	49	 
	SECTION 6.22 Plans and Benefit Arrangements
	 	 	49	 
	SECTION 6.23 Employment Matters
	 	 	51	 
	SECTION 6.24 Environmental Matters and Safety Matters
	 	 	51	 
	SECTION 6.25 Senior Debt Status
	 	 	53	 
	SECTION 6.26 Anti-Terrorism Laws
	 	 	53	 
	SECTION 6.27 Solvency
	 	 	54	 
	SECTION 6.28 Common Enterprise
	 	 	55	 
	SECTION 6.29 Brokers; Commissions
	 	 	55	 
	 
	 	 	 	 
	ARTICLE VII CONDITIONS PRECEDENT
	 	 	55	 
	 
	 	 	 	 
	SECTION 7.1 Initial Loan
	 	 	56	 
	SECTION 7.2 All Extensions of Credit
	 	 	59	 
	 
	 	 	 	 
	ARTICLE VIII AFFIRMATIVE COVENANTS
	 	 	59	 
	 
	 	 	 	 
	SECTION 8.1 Preservation of Existence, Etc
	 	 	60	 
	SECTION 8.2 Payment of Liabilities, Including Taxes, Etc
	 	 	60	 
	SECTION 8.3 Maintenance of Insurance and Bonds
	 	 	61	 
	SECTION 8.4 Maintenance of Properties and Leases
	 	 	61	 
	SECTION 8.5 Maintenance of Patents, Trademarks, Etc
	 	 	61	 
	SECTION 8.6 Visitation Rights
	 	 	62	 
	SECTION 8.7 Keeping of Records and Books of Account
	 	 	62	 
	SECTION 8.8 Plans and Benefit Arrangements
	 	 	62	 
	SECTION 8.9 Compliance with Laws
	 	 	62	 





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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CONFIDENTIAL
TREATMENT



	 	 	 	 	 

	SECTION 8.10 Use of Proceeds
	 	 	63	 
	SECTION 8.11 Subordination of Intercompany Loans
	 	 	63	 
	SECTION 8.12 Tax Shelter Regulations
	 	 	63	 
	SECTION 8.13 Anti-Terrorism Laws
	 	 	63	 
	SECTION 8.14 Interest Rate Protection
	 	 	63	 
	SECTION 8.15 Deposit Accounts
	 	 	64	 
	SECTION 8.16 Additional Collateral; Further Assurances
	 	 	64	 
	 
	 	 	 	 
	ARTICLE IX NEGATIVE COVENANTS
	 	 	65	 
	 
	 	 	 	 
	SECTION 9.1 Indebtedness
	 	 	65	 
	SECTION 9.2 Liens
	 	 	66	 
	SECTION 9.3 Guaranties
	 	 	67	 
	SECTION 9.4 Loans and Investments
	 	 	67	 
	SECTION 9.5 Dividends and Related Distributions
	 	 	68	 
	SECTION 9.6 Liquidations, Mergers, Consolidations, Acquisitions
	 	 	69	 
	SECTION 9.7 Dispositions of Assets or Subsidiaries
	 	 	69	 
	SECTION 9.8 Affiliate Transactions
	 	 	70	 
	SECTION 9.9 Subsidiaries, Partnerships and Joint Ventures
	 	 	70	 
	SECTION 9.10 Continuation of or Change in Business
	 	 	71	 
	SECTION 9.11 Plans and Benefit Arrangements
	 	 	71	 
	SECTION 9.12 Fiscal Year
	 	 	72	 
	SECTION 9.13 Swap Agreements
	 	 	72	 
	SECTION 9.14 Sale and Leaseback Transactions
	 	 	72	 
	SECTION 9.15 Changes in Material Documents
	 	 	72	 
	SECTION 9.16 Capital Expenditures
	 	 	72	 
	SECTION 9.17 Minimum Interest Coverage Ratio
	 	 	72	 
	SECTION 9.18 Maximum Leverage Ratio
	 	 	73	 
	SECTION 9.19 Minimum Net Worth
	 	 	73	 
	SECTION 9.20 Negative Pledges
	 	 	73	 
	 
	 	 	 	 
	ARTICLE X REPORTING REQUIREMENTS
	 	 	73	 
	 
	 	 	 	 
	SECTION 10.1 Quarterly Financial Statements
	 	 	74	 
	SECTION 10.2 Annual Financial Statements
	 	 	74	 
	SECTION 10.3 Certificate of the Borrower
	 	 	74	 
	SECTION 10.4 Notice of Default
	 	 	75	 
	SECTION 10.5 Notice of Litigation
	 	 	75	 
	SECTION 10.6 Certain Events
	 	 	75	 
	SECTION 10.7 Budgets, Other Reports and Information
	 	 	75	 
	SECTION 10.8 Tax Shelter Provisions
	 	 	76	 
	SECTION 10.9 Notices Regarding Plans and Benefit Arrangements; Certain
Events
	 	 	76	 
	SECTION 10.10 Notices of Involuntary Termination and Annual Reports
	 	 	77	 
	SECTION 10.11 Notice of Voluntary Termination
	 	 	77	 
	SECTION 10.12 Notice of Contamination or Environmental Complaint
	 	 	77	 





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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CONFIDENTIAL
TREATMENT



	 	 	 	 	 

	ARTICLE XI DEFAULT
	 	 	77	 
	 
	 	 	 	 
	SECTION 11.1 Events of Default
	 	 	77	 
	SECTION 11.2 Consequences of Event of Default
	 	 	80	 
	SECTION 11.3 Notice of Sale
	 	 	83	 
	 
	 	 	 	 
	ARTICLE XII THE AGENT
	 	 	83	 
	 
	 	 	 	 
	SECTION 12.1 Appointment
	 	 	83	 
	SECTION 12.2 Delegation of Duties
	 	 	83	 
	SECTION 12.3 Nature of Duties; Independent Credit Investigation
	 	 	84	 
	SECTION 12.4 Actions in Discretion of Agent; Instructions From the Lenders
	 	 	84	 
	SECTION 12.5 Reimbursement and Indemnification of the Agent by the Loan
Parties
	 	 	85	 
	SECTION 12.6 Exculpatory Provisions; Limitation of Liability
	 	 	85	 
	SECTION 12.7 Reimbursement and Indemnification of Agent by Lenders
	 	 	86	 
	SECTION 12.8 Reliance by Agent
	 	 	86	 
	SECTION 12.9 Notice of Default
	 	 	87	 
	SECTION 12.10 Notices
	 	 	87	 
	SECTION 12.11 Lenders in Their Individual Capacities; Agent in its
Individual Capacity
	 	 	87	 
	SECTION 12.12 Holders of Notes
	 	 	87	 
	SECTION 12.13 Equalization of Lenders
	 	 	87	 
	SECTION 12.14 Successor Agent
	 	 	88	 
	SECTION 12.15 Agent’s Fee
	 	 	88	 
	SECTION 12.16 Availability of Funds
	 	 	88	 
	SECTION 12.17 Calculations
	 	 	89	 
	SECTION 12.18 No Reliance on Agent’s Customer Identification Program
	 	 	89	 
	SECTION 12.19 Beneficiaries
	 	 	89	 
	 
	 	 	 	 
	ARTICLE XIII MISCELLANEOUS
	 	 	89	 
	 
	 	 	 	 
	SECTION 13.1 Modifications, Amendments or Waivers
	 	 	89	 
	SECTION 13.2 No Implied Waivers; Cumulative Remedies; Writing Required
	 	 	90	 
	SECTION 13.3 Reimbursement and Indemnification of Lenders by the Borrower; Taxes
	 	 	91	 
	SECTION 13.4 Holidays
	 	 	92	 
	SECTION 13.5 Funding by Branch, Subsidiary or Affiliate
	 	 	92	 
	SECTION 13.6 Notices
	 	 	92	 
	SECTION 13.7 Severability
	 	 	93	 
	SECTION 13.8 Governing Law
	 	 	93	 
	SECTION 13.9 Prior Understanding
	 	 	93	 
	SECTION 13.10 Duration; Survival
	 	 	94	 
	SECTION 13.11 Successors and Assigns
	 	 	94	 
	SECTION 13.12 Confidentiality
	 	 	95	 
	SECTION 13.13 Counterparts
	 	 	96	 





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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CONFIDENTIAL
TREATMENT



	 	 	 	 	 

	SECTION 13.14 Agent’s or Lender’s Consent
	 	 	96	 
	SECTION 13.15 Intentionally Omitted
	 	 	96	 
	SECTION 13.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL
	 	 	96	 
	SECTION 13.17 Certifications From Lenders and Participants
	 	 	97	 





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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CONFIDENTIAL
TREATMENT



	 	 	 

	ANNEXES, SCHEDULES AND EXHIBITS
	 
	 	 
	Annex I

	 	- Pricing Grid-Applicable Margins and Fees Based on Leverage Ratio
	Annex II

	 	- Commitments of Lenders and Addresses for Notices
	 
	 	 
	Schedule 6.1

	 	- Organization and Jurisdiction
	Schedule 6.2

	 	- Capitalization and Ownership
	Schedule 6.3

	 	- Subsidiaries
	Schedule 6.7

	 	- Litigation
	Schedule 6.8

	 	- Title to Properties
	Schedule 6.13

	 	- Consents and Approvals
	Schedule 6.15

	 	- Material, Patents, Trademarks, Copyrights, Licenses, Etc.
	Schedule 6.16

	 	- Security Interests
	Schedule 6.17

	 	- Status of the Pledged Collateral
	Schedule 6.18

	 	- Insurance
	Schedule 6.20

	 	- Material Contracts; Burdensome Restrictions
	Schedule 6.22

	 	- Plans and Benefit Arrangements
	Schedule 6.24

	 	- Environmental Matters and Safety Matters
	Schedule 7.1

	 	- Continuing Obligations
	Schedule 9.1

	 	- Existing Indebtedness
	Schedule 9.2

	 	- Existing Liens
	Schedule 9.4

	 	- Existing Investments
	Schedule 9.16

	 	- Capital Plan
	 
	 	 
	Exhibit A

	 	- Form of Assignment and Assumption Agreement
	Exhibit B

	 	- Form of Guarantor Joinder
	Exhibit C-1

	 	- Form of Revolving Credit Note
	Exhibit C-2

	 	- Form of Swing Loan Note
	Exhibit C-3

	 	- Form of Term Note
	Exhibit D

	 	- Form of Borrowing Request
	Exhibit E

	 	- Form of Compliance Certificate





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT


CREDIT AGREEMENT




     THIS CREDIT AGREEMENT, dated May 8, 2009, and made by and among CALGON CARBON
CORPORATION, a Delaware corporation (the “Borrower”), each of the Guarantors (as
hereinafter defined), the Lenders (as hereinafter defined), and FIRST
COMMONWEALTH BANK, a Pennsylvania state bank, in its capacity as administrative
and collateral agent for the Lenders hereunder (in such capacity, the “Agent”),
as an Issuing Bank and Swing Loan Lender.



BACKGROUND




     A. The Borrower and the other Loan Parties have requested the Lenders
to provide a revolving credit facility to the Borrower in a maximum principal
amount of $100,000,000, with a term out of up to $50,000,000.



     B. The revolving credit facility shall be used to assist in financing
the acquisition or retirement of the Convertible Notes (as defined below),
refinance the Borrower’s existing indebtedness, and to provide for general
corporate purposes including working capital financing, letters of credit,
permitted acquisitions and capital expenditures.



     C. The Lenders are willing to provide such credit upon the terms and
conditions hereinafter set forth.



     NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree as follows:



ARTICLE I




CERTAIN DEFINITIONS



          SECTION 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:




     “Affiliate” as to any Person means any other Person (a) which directly or
indirectly controls, is controlled by, or is under common control with such
Person, (b) which beneficially owns or holds 5% or more of any class of the
voting or other equity interests of such Person, or (c) 5% 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.



     “Agent” has the meaning given to such term in the preamble of this Agreement and
shall extend to all permitted successors and assigns of such Person.



     “Agent’s Fee” has the meaning assigned to that term in Section 12.15.



     “Agent’s Letter” has the meaning assigned to that term in Section 12.15.



 [***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT


     “Agreement” means this Credit Agreement, as the same may be amended, modified or
supplemented from time to time, including all annexes, schedules and exhibits hereto.



     “Ancillary Mortgage Documents” means all documents, instruments, agreements,
endorsements, policies and certificates requested by the Agent and customarily delivered by any
property owner in connection with a mortgage financing. Without limiting the generality of the
foregoing, examples of Ancillary Mortgage Documents would include insurance policies or
certificates regarding any collateral, title insurance policies, lien searches, flood insurance
certifications, environmental reports, opinions of counsel, and the like.



     “Annual Statements” has the meaning assigned to that term in Section 6.9.



     “Anti-Terrorism Laws” means any Laws relating to terrorism or money laundering,
including Executive Order No. 13224, and the USA Patriot Act.



     “Applicable Commitment Fee Rate” means the percentage rate per annum based on the
Leverage Ratio then in effect according to the pricing grid on Annex I below the heading
“Commitment Fee.” Any change in the Applicable Commitment Fee Rate shall be based upon the
financial statements and Compliance Certificates provided pursuant to Section 10.1 and
Section 10.2 and shall become effective on the date such financial statements are due in
accordance with Section 10.3. Notwithstanding anything to the contrary contained herein,
the Applicable Commitment Fee Rate during the period from the Closing Date through the date on
which the Compliance Certificate with respect to the quarter ended September 30, 2009 is due, shall
not be less than 0.50%. Notwithstanding anything to the contrary contained in this definition, the
determination of the Applicable Commitment Fee Rate for any period shall be subject to the
provisions of Section 4.6(b).



     “Applicable Margin” means the percentage margin to be added to the related Interest
Rate Option based on the Leverage Ratio then in effect, as set forth on the pricing grid on
Annex I below the “Base Rate Margin” or “Euro-Rate Margin” heading, as applicable; provided
that, any change in the Applicable Margin shall be based upon the financial statements and
Compliance Certificates provided pursuant to Section 10.1 and Section 10.2 and
shall become effective on the date such financial statements are due in accordance with Section
10.3. Notwithstanding anything to the contrary contained herein, the Applicable Margin during
the period from the Closing Date through the date on which the Compliance Certificate with respect
to the quarter ended September 30, 2009 is due, shall not be less than (i) 3.00% for the Euro-Rate
and (ii) 0.25% for the Base Rate, as applicable. Notwithstanding anything to the contrary
contained in this definition, the determination of the Applicable Margin for any period shall be
subject to the provisions of Section 4.6(b).



     “Assignment and Assumption Agreement” means an Assignment and Assumption Agreement by
and among a Purchasing Bank, a Transferor Lender and the Agent, as Agent and on behalf of the
remaining Lenders, in substantially the form of Exhibit A hereto.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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 CONFIDENTIAL
TREATMENT


     “Authorized Financial Officer” of any Person means the chief financial officer,
vice-president-finance or treasurer of such Person or, if there is no chief financial officer,
vice-president-finance or treasurer of such Person, a vice president or other officer of such
Person, designated by such Person as being a financial officer authorized to deliver and certify
financial information on behalf of the Loan Parties required hereunder.



     “Authorized Officer” means those individuals, designated by written notice to the
Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of
the Loan Parties
required hereunder. The Borrower may amend such list of individuals from time to time by
giving written notice of such amendment to the Agent.



     “Banking Services” means each and any of the following bank services provided to any
Loan Party by a Cash Management Bank, (a) commercial credit cards, (b) stored value cards and (c)
treasury management services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, overdrafts, BACS facilities (Bank Automated Clearing),
check encashment and interstate depository network services).



     “Banking Services Obligations” of the Loan Parties means any and all obligations of
the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor) to a Cash Management Bank in connection with Banking Services.



     “Base Rate” means, for any day, a fluctuating per annum rate of interest equal to the
highest of (a) the interest rate per annum announced from time to time by the 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 Agent, (b) the Federal Funds Effective Rate plus 3.00%, and (c) the
Daily LIBOR Rate plus 2.75%.



     “Base Rate Option” means, for any Borrowing Tranche or other Obligation for which the
Base Rate Option applies, the Base Rate plus the Applicable Margin.



     “Belgium Economic Development Project” means improvements to the Borrower’s Belgian
plant, also known as Feluy Phases I and II.



     “Benefit Arrangement” means at any time an “employee benefit plan,” within the meaning
of Section 3(3) of ERISA, which is neither a Plan nor a Multiemployer Plan and which is maintained,
sponsored or otherwise contributed to by any member of the ERISA Group.



     “Blocked Person” has the meaning assigned to such term in Section 6.26.



     “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.



     “Borrower” has the meaning given to such term in the preamble of this Agreement and
shall extend to all permitted successors and assigns of such Person.



     “Borrower on a Consolidated Basis” means the consolidation of the Borrower and its
Subsidiaries in accordance with GAAP.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 3 - 









 




CONFIDENTIAL
TREATMENT


     “Borrowing Date” means, 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” means specified portions of Loans outstanding as follows: (a) any
Loans to which a Euro-Rate Option applies which become subject to the same Interest Rate Option
under the same Loan Request by the Borrower and which have the same Interest Period shall
constitute one Borrowing Tranche; and (b) all Loans to which a Base Rate Option applies shall
constitute one Borrowing Tranche.



     “Business Day” means 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 Euro-Rate Option applies, such
day must also be a day on which dealings are carried on in the London interbank market.



     “Capital Expenditures” means, without duplication, any expenditure or commitment to
expend money for any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a balance sheet of the Borrower on a Consolidated Basis prepared in
accordance with GAAP including, without limitation, Capital Lease Obligations.



     “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.



     “Capital Plan” means the planned expansion, maintenance and other projects, as further
described in Schedule 9.16 hereto.



     “Cash Collateralize” means to pledge and deposit with or deliver to the Agent, for the
benefit of the Issuing Bank and the Lenders, as collateral for the aggregate undrawn face amount of
outstanding Letters of Credit, cash or deposit account balances pursuant to documentation in form
and substance reasonably satisfactory to the Agent and the Issuing Bank (which documents are hereby
consented to by the Lenders).



     “Cash Management Bank” means any Person that, at the time it enters into an agreement
to provide Banking Services, is a Lender or an Affiliate of a Lender.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 4 - 









 




CONFIDENTIAL
TREATMENT


     “Change in Control” means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in
effect on the date hereof) of Equity Interests representing more than 50% of the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests of the Borrower or (b) such
time as (i) a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act) who, at the time of the execution of this Agreement, does not own 5% or more of the
Equity Interests of the Borrower, becomes the ultimate “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act) of Equity Interests representing more than 20% of the total voting power of
the Equity Interests of the Borrower on a fully diluted basis, (ii) the occupation of a majority of
the seats (other than vacant seats) on the Board of Directors of the Borrower by Persons who were
neither (A) nominated by the Board of Directors of the Borrower nor (B) appointed by directors so
nominated, (iii) the merger or consolidation of the Borrower with or into another Person, or the
merger or consolidation of another Person with and into the Borrower, with the effect that,
immediately after such transaction, the stockholders of the Borrower immediately prior to such
transaction hold less than 50% of the Equity Interests of the Person surviving such merger or
consolidation, or (iv) the Borrower shall cease to own, directly or indirectly, 100% of the fully
diluted Equity Interests of any other Loan Party.



     “Closing Date” means the first date all the conditions precedent in Section
7.1 are satisfied or waived in accordance with Section 13.1.



     “CMCC Joint Venture” means Calgon Mitsubishi Chemical Corporation.



     “Collateral” means any and all property owned, leased or operated by a Person covered
by the Collateral Documents and any and all other property of any Loan Party, now existing or
hereafter acquired,
that may at any time be or become subject to a security interest or Lien in favor of the
Collateral Agent, to secure the Secured Obligations.



     “Collateral Access Agreement” means an agreement, in form and substance satisfactory
to the Agent, among the Collateral Agent, one or more Loan Parties and a lessor of Real Property,
providing the Collateral Agent certain rights with respect to the Collateral located at such Real
Property location.



     “Collateral Agent” means the Agent in its capacity as collateral agent for the Secured
Parties, or any successor or assign.



     “Collateral Deposit Account” means a deposit account of a Loan Party either (a) held
with the Agent or (b) subject to a Control Agreement.



     “Collateral Documents” means, collectively, the Security Agreement, the Pledge
Agreement, each Control Agreement, each Collateral Access Agreement, each Mortgage Document, and
each other agreement, instrument or document that creates or purports to create a Lien in favor of
the Collateral Agent, as all may be amended, restated, modified, extended, renewed, replaced or
supplemented from time to time.



     “Columbus Remediation” means any environmental remediation activities with respect to
the plant and other real and personal property located at 835 North Cassady Avenue, Columbus, Ohio.



     “Commercial Letter of Credit” means 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.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 5 - 









 




 CONFIDENTIAL
TREATMENT


     “Commitment” means as to any Lender the aggregate of its Revolving Credit
Commitment and Term Loan Commitment and, in the case of the Swing Loan Lender, its Swing Loan
Commitment, and “Commitments” means the aggregate of the Revolving Credit Commitments and Term Loan
Commitments of all of the Lenders.



     “Commitment Fee” has the meaning assigned to that term in Section 2.3.



     “Compliance Certificate” has the meaning assigned to such term in Section
10.3.



     “Continuing Obligations” means the Existing Letters of Credit and the Existing Swap
Agreements.



     “Contamination” means the presence or release or threat of release of Regulated
Substances in, on, under or migrating to or from the Property, which pursuant to Environmental Laws
requires notification or reporting to an Official Body, or which pursuant to Environmental Laws
requires the performance of Remedial Action or which otherwise constitutes a violation of
Environmental Laws.



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto.



     “Control Agreement” means an agreement, in form and substance satisfactory to the
Agent, among any Loan Party, a banking institution holding such Loan Party’s funds, and the
Collateral Agent with respect to collection and control of all deposits and balances held in a
deposit account maintained by any Loan Party with such banking institution.



     “Conversion Amount” means an amount equal to the lesser of (a) $50,000,000 and (b) the
aggregate principal amount of Revolving Credit Loans outstanding at 12:01 a.m. on the Conversion
Date.



     “Conversion Date” means the first Business Day of July 2012.



     “Convertible Notes” means the Borrower’s 5% Convertible Senior Notes due 2036 issued
pursuant to the Convertible Note Indenture, as amended, supplemented or otherwise modified.



     “Convertible Note Indenture” means the Indenture dated August 18, 2006, among the
Borrower and certain of its Subsidiaries and The Bank of New York, as trustee, as amended,
supplemented or otherwise modified.



     “Daily LIBOR Rate” means, for any day, the rate per annum determined by the Agent by
dividing (a) the Published Rate by (b) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage on such day.



     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice or the passage of time, or both, would constitute an Event of
Default.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 6 - 









 




CONFIDENTIAL
TREATMENT


     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of
the Revolving Credit Loans, participations in Letter of Credit Obligations or participations in
Swing Loans required to be funded by it hereunder within one Business Day of the date required to
be funded by it hereunder, (b) has otherwise failed to pay over to the Agent or any other Lender
any other amount required to be paid by it hereunder within one Business Day of the date when due,
unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject
of a bankruptcy or insolvency proceeding.



     “Dollar”, “Dollars”, “U.S. Dollars” and the symbol “$” means
lawful money of the United States of America.



     “Dollar Equivalent” means, with respect to an amount expressed in a currency other
than Dollars on any date, the amount of Dollars that may be purchased by the Agent with such amount
of such currency at approximately 12:00 noon on such date.



     “Domestic Subsidiary” means any Subsidiary of any Loan Party that is organized under
the laws of the United States or any state thereof.



     “Drawing Date” has the meaning assigned to that term in Section 2.9.



     “EBITDA” means, for any period, Net Income for such period plus (a) without
duplication and to the extent deducted in determining Net Income for such period, the sum of (i)
Interest Expense for such period, (ii) income tax expense for such period, net of tax refunds,
(iii) all amounts attributable to depreciation and amortization expense for such period, and (iv)
any extraordinary non-cash charges for such period and (v) any other non-cash charges for such
period (but excluding any non-cash charge in an amount less than $1,000,000 or any non-cash charge
in respect of any item that was included in Net Income in a prior period and any non-cash charge
that relates to the write-down or write-off of inventory) minus (b) without duplication and to the
extent included in Net Income, (i) any cash payments made during such period in respect of non-cash
charges described in clause (a)(v) taken in a prior period and (ii) any extraordinary gains and any
non-cash items of income for such period, all calculated for the Borrower on a Consolidated Basis
in accordance with GAAP.



     “Environmental Complaint” means any: (a) notice of non-compliance or violation,
citation or order relating in any way to any Environmental Law, Environmental Permit, Contamination
or Regulated
Substance; (b) civil, criminal, administrative or regulatory investigation instituted by an
Official Body relating in any way to any Environmental Law, Environmental Permit, Contamination or
Regulated Substance; (c) administrative, regulatory or judicial action, suit, claim or proceeding
instituted by any Person or Official Body or any written notice of liability or potential liability
from any Person or Official Body, in either instance, setting forth allegations relating to or a
cause of action for personal injury (including death), property damage, natural resource damage,
contribution or indemnity for the costs associated with the performance of Remedial Actions, direct
recovery for the costs associated with the performance of Remedial Actions, liens or encumbrances
attached to or recorded or levied against property for the costs associated with the performance of
Remedial Actions, civil or administrative penalties, criminal fines or penalties, or declaratory or
equitable relief arising under any Environmental Laws; or (d) subpoena, request for information or
other written notice or demand of any type issued by an Official Body pursuant to any Environmental
Laws.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 7 - 









 




 CONFIDENTIAL
TREATMENT


     “Environmental Laws” means all federal, territorial, tribal, state, local and
foreign Laws (including the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.,
the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Toxic Substances Control
Act, 15 U.S.C. § 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq.,
the Federal Safe Drinking Water Act, 42 U.S.C. §§ 300f-300j, the Federal Clean Air Act, 42 U.S.C. §
7401 et seq., the Oil Pollution Act, 33 U.S.C. § 2701 et seq., the Federal Insecticide, Fungicide
and Rodenticide Act, 7 U.S.C. §§ 136 to 136y, each as amended, and any regulations promulgated
thereunder or any equivalent state or local Law, each as amended, and any regulations promulgated
thereunder) and any consent decrees, settlement agreements, judgments, orders, directives or any
binding policies having the force and effect of law issued by or entered into with an Official Body
pertaining or relating to: (a) pollution or pollution control; (b) protection of human health from
exposure to Regulated Substances (c) protection of the environment and/or natural resources; (d)
the presence, use, management, generation, manufacture, processing, extraction, treatment,
recycling, refining, reclamation, labeling, sale, transport, storage, collection, distribution,
disposal or release or threat of release of Regulated Substances; (e) the presence of
Contamination; (f) the protection of endangered or threatened species; and (g) the protection of
Environmentally Sensitive Areas.



     “Environmental Permits” means all permits, licenses, bonds or other forms of financial
assurances, consents, registrations, identification numbers, approvals or authorizations required
under Environmental Laws (a) to own, occupy or maintain the Property; (b) for the operations and
business activities of the Loan Parties or any Subsidiaries of any Loan Party; or (c) for the
performance of a Remedial Action.



     “Environmental Records” means all notices, reports, records, plans, applications,
forms or other filings relating or pertaining to the Property, Contamination, the performance of a
Remedial Action and the operations and business activities of the Loan Parties or any Subsidiaries
of any Loan Party which pursuant to Environmental Laws, Environmental Permits or at the request or
direction of an Official Body either must be submitted to an Official Body or which otherwise must
be maintained.



     “Environmentally Sensitive Area” means (a) any wetland as defined by applicable
Environmental Laws; (b) any area designated as a coastal zone pursuant to applicable Laws,
including Environmental Laws; (c) any area of historic or archeological significance or scenic area
as defined or designated by applicable Laws, including Environmental Laws; (d) habitats of
endangered species or threatened species as designated by applicable Laws, including Environmental
Laws; (e) wilderness or refuge areas as defined or designated by applicable Laws, including
Environmental Laws; or (f) a floodplain or other flood hazard area as defined pursuant to any
applicable Laws.



     “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and
any warrants, options or other rights entitling the holder thereof to purchase or acquire any
such equity interest.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 8 - 









 




CONFIDENTIAL
TREATMENT


     “ERISA” means 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 Group” means, at any time, the Borrower and all members of a controlled group
of corporations and all trades or businesses (whether or not incorporated) under common control and
all other entities which, together with the Borrower, are treated as a single employer under
Section 414 of the Internal Revenue Code.



     “Euro-Rate” means, with respect to the Loans comprising any Borrowing Tranche to which
the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by the
Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of
1% per annum) (a) the rate of interest determined by the Agent in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) to be the average of the
London interbank offered rates for U.S. Dollars quoted by the British Bankers Association, an
appropriate successor thereto or, if it or its successor ceases to provide such quotes, a
comparable replacement determined by the Agent, as published by Reuters (or other commercially
available source providing quotations thereof as selected by the Agent from time to time), two (2)
Business Days prior to the first day of such Interest Period for an amount comparable to such
Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period by
(b) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate shall be adjusted
with respect to any Loan to which the Euro-Rate Option applies that is outstanding on the effective
date of any change in the Euro-Rate Reserve Percentage as of such effective date.



     “Euro-Rate Option” means, for any Borrowing Tranche or other Obligation for which the
Euro-Rate Option applies, the applicable Euro-Rate plus the Applicable Margin.



     “Euro-Rate Reserve Percentage” means as of any day the maximum percentage in effect on
such day, as prescribed by the Board (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”).



     “Event of Default” means any of the events described in Section 11.1 and
referred to therein as an “Event of Default.”



     “Executive Order No. 13224” means 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 Facility” means collectively that certain Credit Agreement, dated as
of August 18, 2006, by and among the Borrower and certain of its Subsidiaries, the lenders party
thereto, JPMorgan, as US Administrative Agent, J.P. Morgan European Limited, as European
Administrative Agent, and J.P. Morgan Securities Inc., as sole bookrunner and sole lead arranger,
as amended, supplemented or modified from time to time.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 9 - 









 




CONFIDENTIAL
TREATMENT


     “Existing Letters of Credit” means the letters of credit and indemnities issued
by JPMorgan pursuant to the Existing Credit Facility and further described on Schedule 7.1
hereto.



     “Existing Swap Agreements” means the Swap Agreements issued by JPMorgan secured under
the Existing Credit Facility and further described on Schedule 7.1 hereto.



     “Expiration Date” means, with respect to the Revolving Credit Commitments, May 8,
2014.



     “Federal Funds Effective Rate” for any day means the rate per annum (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.



     “Financial Projections” has the meaning assigned to that term in Section 6.9.



     “First Commonwealth” means First Commonwealth Bank, its successors and assigns.



     “Fitch” means Fitch Ratings.



     “Foreign Subsidiary” means any Subsidiary of any Loan Party that is not organized
under the laws of the United States or any state thereof.



     “GAAP” means generally accepted accounting principles as are in effect from time to
time, and applied on a consistent basis both as to classification of items and amounts.



     “Governmental Acts” has the meaning assigned to that term in Section 2.9.



     “Guarantor” means separately, and Guarantors means 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 pursuant to Section
8.16.



     “Guarantor Joinder” means a joinder by a Person as a Guarantor under this Agreement,
the Guaranty Agreement and the other Loan Documents in substantially the form of Exhibit B
hereto.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 10 - 









 




CONFIDENTIAL
TREATMENT


     “Guaranty” of any Person means 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” means the Continuing Agreement of Guaranty and Suretyship, dated
the date hereof, executed and delivered by each of the Guarantors to the Agent for the benefit of
the Lenders, as may be amended, restated, supplemented or modified from time to time.



     “Hedge Liabilities” means the liabilities of any of the Loan Parties to the provider
of any Lender-Provided Swap Agreement.



     Inactive Domestic Subsidiaries” means any dormant Domestic Subsidiary of the Borrower
which (i) does not conduct any business or generate any sales and (ii) does not own, or have rights
to assets with a fair market value in excess of $500,000. As of the Closing Date, the Inactive
Domestic Subsidiaries of the Borrower are: (a) Solarchem Environmental Systems, Inc., a corporation
organized under the laws of the State of Nevada; (b) Advanced Separations Technologies
Incorporated, a corporation organized under the laws of the State of Florida; and (c) CCC
Distribution, LLC, a limited liability company organized under the laws of the State of Delaware.



     “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred purchase price of property or
services (excluding current accounts payable incurred in the ordinary course of business), (f) all
indebtedness of others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by
such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances, and (k) any other Off-Balance Sheet Liability. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the extent the terms of
such Indebtedness provide that such Person is not liable therefor.



     “Ineligible Securities” means any securities which may not be underwritten or dealt in
by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12
U.S.C. Section 24, Seventh), as amended.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 11 - 









 




CONFIDENTIAL
TREATMENT


     “Insolvency Proceeding” means, 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” means and includes all of any Person’s present and future
right, title and interest in and to the following: all trade names, patent applications, patents,
trademark applications, trademarks and copyrights, whether now owned or hereafter acquired by such
Person.



     “Intercompany Subordination Agreement” means that certain Subordination Agreement,
dated the date hereof, among the Borrower and various of its Subsidiaries, as may be amended,
restated, supplemented or modified from time to time.



     “Interest Coverage Ratio” means as of any date of determination, the ratio of (a)
EBITDA to (b) Interest Expense for the four (4) fiscal quarters ending on such date of
determination.



     “Interest Expense” means, with reference to any period, total interest expense
(including that attributable to Capital Lease Obligations) of the Borrower on a Consolidated Basis
for such period with respect to all outstanding Indebtedness of the Borrower on a Consolidated
Basis (including net costs under Swap Agreements in respect of interest rates to the extent such
net costs are allocable to such period in accordance with GAAP and any payments in respect of
liquidated damages paid in cash during such period pursuant to any registration rights agreement
entered into in connection with any Indebtedness), calculated in accordance with GAAP.



     “Interest Period” means the period of time selected by the Borrower in connection with
(and to apply to) any election permitted hereunder by the Borrower to have Revolving Credit Loans
or Term Loans bear interest under the Euro-Rate Option. Subject to the last sentence of this
definition, such period shall be one (1), two (2), three (3) or six (6) Months. Such Interest
Period shall commence on the effective date of such Interest Rate Option, which shall be (a) the
Borrowing Date if the Borrower is requesting new Loans, or (b) the date of renewal of or conversion
to the Euro-Rate Option if the Borrower is renewing or converting to the Euro-Rate Option
applicable to outstanding Loans. Notwithstanding the second sentence hereof, 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 the Borrower shall not
select, convert to or renew an Interest Period for any portion of the Loans that would end after
the Expiration Date or Term Loan Maturity date, as applicable.



     “Interest Rate Option” means any Euro-Rate Option or Base Rate Option.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 12 - 









 




 CONFIDENTIAL
TREATMENT


     “Internal Revenue Code” means 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.



     “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such
later version thereof as may be in effect at the time of issuance).



     “Issuing Bank” means First Commonwealth or such other Lender as the Agent may consent
to (such consent not to be unreasonably withheld), in its capacity as the issuer of Letters of
Credit hereunder.



     “JPMorgan” means JPMorgan Chase Bank, N.A., its successors and permitted assigns.



     “Labor Contracts” means all employment agreements, employment contracts, collective
bargaining agreements and other agreements among any Loan Party or Subsidiary of a Loan Party and
its employees.



     “Law” means 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 Swap Agreement” means a Swap Agreement entered into by the Loan
Parties or their Subsidiaries, which, at the time entered into, is provided by a Lender or any
Affiliate of a Lender; provided that such agreement (a) is documented in a standard
International Swap Dealer Association Agreement, (b) provides for the method of calculating the
reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (c)
is entered into for hedging (rather than speculative) purposes.



     “Lenders” means the financial institutions named on Annex II and their
respective successors and assigns as permitted hereunder, each of which is referred to herein as a
Lender.



     “Letter of Credit” has the meaning assigned to that term in Section 2.9.



     “Letter of Credit Borrowing” has the meaning assigned to such term in Section
2.9.



     “Letter of Credit Fee” has the meaning assigned to that term in Section 2.9.



     “Letters of Credit Outstanding” means at any time the sum of (a) the aggregate undrawn
face amount of outstanding Letters of Credit and (b) the aggregate amount of all unpaid and
outstanding Reimbursement Obligations and Letter of Credit Borrowings.



     “Leverage Ratio” means as of any date of determination, the ratio of (a) Senior Debt
to (b) EBITDA for the four (4) fiscal quarters ending on such date of determination.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 13 - 









 




 CONFIDENTIAL
TREATMENT


     “Lien” means, with respect to any asset (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, assignment by way of security, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such asset and (c) in the case of securities,
any purchase option, call or similar right of a third party with respect to such securities.



     “LLC Interests” has the meaning given to such term in Section 6.3.



     “Loan Documents” means this Agreement, the Agent’s Letter, the Notes, Guaranty
Agreement, the Intercompany Subordination Agreement, the Collateral Documents, and any other
instruments, certificates or documents delivered or contemplated to be delivered hereunder or
thereunder or in connection herewith or therewith, as the same may be supplemented or amended from
time to time in accordance herewith or therewith, and “Loan Document” means any of the Loan
Documents.



     “Loan Parties” means, collectively, the Borrower and the Guarantors, and the term
“Loan Party” means any of the Loan Parties.



     “Loan Request” has the meaning given to such term in Section 2.4.



     “Loans” means collectively, and “Loan” means separately, all Revolving Credit Loans,
Swing Loans, and Term Loans or any Revolving Credit Loan, Swing Loan, or Term Loan.



     “Material Adverse Change” means a material adverse effect on (a) the business, assets,
operations or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a
whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents
to which it is a party, (c) the Collateral, taken as a whole, or the Collateral Agent’s Liens on
the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the
Agent, the Collateral Agent, the Issuing Bank, the Swing Loan Lender, or any Lender under any of
the Loan Documents.



     “Material Leased Location” means any real property leased by a Loan Party on which the
Loan Parties maintain inventory having a fair market value in excess of $1,500,000.



     “Material Real Property” means the real property designated as such on Schedule 6.8
hereof and any other real property of a Loan Party acquired, or otherwise obtained, after the
Closing Date, the market value of which is in excess of $5,000,000.



     “Month” with respect to an Interest Period under the Euro-Rate Option, means the
interval between the days in consecutive calendar months numerically corresponding to the first day
of such Interest Period. If any Euro-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” means Moody’s Investors Service, Inc.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 14 - 









 




CONFIDENTIAL
TREATMENT


     “Mortgage Documents” means all mortgages, deeds of trust and all other documents,
instruments, and agreements providing the Collateral Agent with a Lien on any Property of any Loan
Party, as each may be amended, restated, supplemented or modified from time to time.



     “Multiemployer Plan” means any employee benefit plan which is a “multiemployer plan”
within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any member of the
ERISA Group is then making or accruing an obligation to make contributions or, within the preceding
five (5) Plan years, has made or had an obligation to make such contributions.



     “Multiple Employer Plan” means a Plan which has two (2) or more contributing sponsors
(including the Borrower or any member of the ERISA Group) at least two (2) of whom are not under
common control, as such a plan is described in Sections 4063 and 4064 of ERISA.



     “Net Income” means, for any period, the net income (or loss) of the Borrower on a
Consolidated Basis, determined in accordance with GAAP; provided that, there shall be excluded (a)
the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the
Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the
income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower
or any of its Subsidiaries has an ownership interest, except to the extent that any such income is
actually received by the Borrower or such Subsidiary in the form of dividends or similar
distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent
that the declaration or payment of dividends or similar distributions by such Subsidiary is not at
the time permitted by the terms of any contractual obligation (other than under any Loan Document)
or Law applicable to such Subsidiary.



     “Net Worth” means, as of any date of determination, the net worth of the Borrower on a
Consolidated Basis, as determined in accordance with GAAP (consistently applied, but undiminished
by any reduction for intangible assets).



     “Notes” means the Revolving Credit Notes, the Swing Note and the Term Notes.



     “Obligation” means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or
Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against any Loan Party of any Insolvency Proceeding naming
such Person as the debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such Insolvency Proceeding.



     “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any
indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered
into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any
other transaction which is the functional equivalent of or takes the place of borrowing but which
does not constitute a liability on the balance sheets of such Person (other than operating leases).


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 15 - 









 




CONFIDENTIAL
TREATMENT


     “Official Body” means any national, federal, state, local or other government or
political subdivision or any agency, authority, board, bureau, central bank, commission, department
or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case
whether foreign or domestic.



     “Order” has the meaning assigned to such term in Section 2.9.



     “Participation Advance” means, with respect to any Lender, such Lender’s payment in
respect of its participation in a Letter of Credit Borrowing according to its Ratable Share
pursuant to Section 2.9.



     “Partnership Interests” has the meaning given to such term in Section 6.3.



     “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA or any successor.



     “Permitted Encumbrances” means:



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



     (b) 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;



     (c) Liens of mechanics, materialmen, repairmen, 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 or that are not
overdue by more than 30 days;



     (d) 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;



     (e) 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 in the
ordinary conduct to the business of the Borrower or Domestic Subsidiary using such property or the
value thereof, and none of which is violated in any material respect by existing or proposed
structures, land use or operations, or any other Lien otherwise permitted by the terms of any
Mortgage;



     (f) Liens, security interests and mortgages in favor of the Collateral Agent
securing any Secured Obligations;


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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 CONFIDENTIAL
TREATMENT


     (g) 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 stayed or discharged within thirty (30) days of entry, and in either case they do not
affect the Collateral or, in the aggregate, materially impair the ability of the Loan Parties taken
as a whole to perform their Obligations hereunder or under the other Loan Documents:



          (i) 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;




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




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




          (iv) Liens resulting from final judgments or orders for payment of amounts, in the
aggregate outstanding at any time, of less than $5,000,000.




     “Permitted Investments” means:



     (i) for the Borrower or any Domestic Subsidiary:



     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent
such obligations are backed by the full faith and credit of the United States of America), in each
case maturing within one year from the date of acquisition thereof;



     (b) investments in commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, the a credit rating of not less than
A2, P2 or F2 from S&P, Moody’s or Fitch, as applicable;



     (c) investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed
with, and money market deposit accounts issued or offered by, any domestic office of any Lender or
any commercial bank organized under the laws of the United States of America or any State thereof
which has a combined capital and surplus and undivided profits of not less than $500,000,000;



     (d) fully collateralized repurchase agreements with a term of not more than 30 days
for securities described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above; and


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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CONFIDENTIAL
TREATMENT


     (e) money market funds that (I) comply with the criteria set forth in
Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (II) are
rated AAA by S&P and Aaa by Moody’s and (III) have portfolio assets of at least $5,000,000,000; and



     (ii) for any Foreign Subsidiary:



     (a) any credit balances, realizable within three months, on any bank or other
deposit, savings or current account;



     (b) cash in hand;



     (c) securities which are issued and guaranteed by the British government to raise
funds and publically traded in England;



     (d) Sterling or Euro commercial paper maturing not more than 12 months from the date
of issue and rated A-1 by S&P or P-1 by Moody’s; and



     (e) any deposit with or acceptance maturing not more than one year after issue
accepted by an institution authorized under the Banking Act 1987, and Sterling denominated debt
securities having not more than one year until final maturity and listed on a recognized stock
exchange and rated at least AA by S&P and Aa by Moody’s.



     “Permitted Liens” means any Lien permitted under Section 9.2 hereof.



     “Person” means 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” means 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 Internal Revenue Code and either (a) is
maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (b)
has at any time within the preceding five (5) 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.



     “Pledge Agreement” means the Pledge Agreement, dated the date hereof, executed and
delivered by the owner of any Loan Party or Subsidiary of a Loan Party to the Collateral Agent, as
may be amended, restated, supplemented or modified from time to time.



     “Pledged Collateral” means the Collateral in which security interests are granted
under the Pledge Agreement.



     “Principal Office” means the main banking office of the Agent in Pittsburgh,
Pennsylvania.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 18 - 









 




CONFIDENTIAL
TREATMENT


     “Prior Security Interest” means a valid and enforceable perfected first-priority
security interest under the UCC in the UCC Collateral and the Pledged Collateral which is subject
only to Liens for taxes not yet due and payable to the extent such prospective tax payments are
given priority by statute or Purchase Money Security Interests as permitted hereunder.



     “Prohibited Transaction” means any prohibited transaction as defined in Section 4975
of the Internal Revenue Code or Section 406 of ERISA for which neither an individual nor a class
exemption has been issued by the United States Department of Labor or which is not exempt pursuant
to Section 4975(d) of the Internal Revenue Code of Section 408 of ERISA.



     “Property” means all real property, both owned and leased, of any Loan Party or
Subsidiary of a Loan Party.



     “Published Rate” means the rate of interest published each Business Day in The Wall
Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one
month period (or, if no such rate is published therein for any reason, then the Published Rate
shall be the eurodollar rate for a one month period as published in another publication determined
by the Agent).



     “Purchase Money Security Interest” means Liens upon 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 tangible personal property.



     “Purchasing Bank” means a Lender which becomes a party to this Agreement by executing
an Assignment and Assumption Agreement.



     “Ratable Share” means, for any Lender (a) with respect to the Revolving Credit
Commitment (or any Revolving Credit Loan, Swing Loan or Letter of Credit (or Letter of Credit or
Reimbursement Obligation)), the proportion that such Lender’s Revolving Credit Commitment bears to
the Revolving Credit Commitments of all of the Lenders, (b) with respect to the Term Loan
Commitment (or any Term Loan), the proportion that such Lender’s outstanding Term Loan bears to the
outstanding Term Loans of all of the Lenders, and (c) with respect to the Loans, other Obligations
generally or proceeds of any Collateral, the proportion of such Lender’s share of the Total
Outstandings.



     “Real Property” means the real property identified on Schedule 6.8, together
with any other real property owned or leased by any Loan Party on or after the date hereof.



     “Regulated Substances” means, without limitation, any substance, material or waste,
regardless of its form or nature, defined under Environmental Laws as a “hazardous substance,”
“pollutant,” “pollution,” “contaminant,” “hazardous or toxic substance,” “extremely hazardous
substance,” “toxic chemical,” “toxic substance,” “toxic waste,” “hazardous waste,” “special
handling waste,” “industrial waste,” “residual waste,” “solid waste,” “municipal waste,” “mixed
waste,” “infectious waste,” “chemotherapeutic waste,” “medical waste,” “pesticide” or “regulated
substance” or any other substance, material or waste, regardless of its form or nature, which is
regulated, controlled or governed by Environmental Laws due to its radioactive, ignitable,
corrosive, reactive, explosive, toxic, carcinogenic or infectious properties or nature or any other
material, substance or waste, regardless of its form or nature, which otherwise is regulated,
controlled or governed by Environmental Laws, including petroleum and petroleum products (including
crude oil and any fractions thereof), natural gas, synthetic gas and any mixtures thereof,
asbestos, urea formaldehyde, polychlorinated biphenyls, mercury, radon and radioactive materials.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 19 - 









 




CONFIDENTIAL
TREATMENT


     “Reimbursement Obligation” has the meaning assigned to such term in Section
2.9.



     “Remedial Action” means any investigation, identification, preliminary assessment,
characterization, delineation, feasibility study, cleanup, corrective action, removal, remediation,
risk assessment, fate and transport analysis, in-situ treatment, containment, operation and
maintenance or management in-place, control or abatement of or other response actions to Regulated
Substances and any closure or post-closure measures associated therewith.



     “Reportable Event” means a reportable event described in Section 4043 of ERISA and
regulations thereunder with respect to a Plan or Multiemployer Plan.



     “Reportable Transaction” has the meaning assigned to such term in Section
8.12.



     “Required Lenders” means, as of any date of determination, Lenders holding more than
50% of the sum of the (a) Total Outstandings and (b) aggregate unused Commitments; provided that
the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.



     “Revolving Credit Commitment” means, as to any Lender at any time, the amount
initially set forth opposite its name on Annex II in the column labeled “Amount of
Commitment for Revolving Credit Loans,” and thereafter on Schedule I to the most recent Assignment
and Assumption Agreement, and “Revolving Credit Commitments” means the aggregate Revolving
Credit Commitments of all of the Lenders, in each case as the above may also be increased pursuant
to Section 2.10 or reduced pursuant to Section 5.4 hereof.



     “Revolving Credit Lender” means a Lender with a Revolving Credit Commitment.



     “Revolving Credit Loans” means collectively, and “Revolving Credit Loan” means
separately, all loans or any loan made by the Lenders or one of the Lenders pursuant to Section
2.1(a), Section 2.8 or Section 2.9.



     “Revolving Credit Notes” means collectively, and “Revolving Credit Note” means
separately, all the Revolving Credit Notes of the Borrower in substantially the form of Exhibit
C-1 hereto evidencing the Revolving Credit Loans, together with all amendments, extensions,
renewals, replacements, refinancings or refundings thereof in whole or in part.



     “Revolving Facility Usage” means at any time the sum of the Revolving Credit Loans
outstanding, Swing Loans outstanding and the Letters of Credit Outstanding.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 20 - 









 




CONFIDENTIAL
TREATMENT


     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc.



     “Safety Laws” means the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.,
as amended, and any regulations promulgated thereunder or any equivalent foreign, territorial,
provincial state or local Law, each as amended, and any regulations promulgated thereunder or any
other foreign, territorial, provincial, federal, state or local Law, each as amended, and any
regulations promulgated thereunder, pertaining or relating to the protection of employees from
exposure to Regulated Substances in the workplace (but excluding workers compensation and wage and
hour laws).



     “Safety Complaints” means any: (a) notice of non-compliance or violation, citation or
order relating in any way to any Safety Law; (b) civil, criminal, administrative or regulatory
investigation instituted by an Official Body relating in any way to any Safety Law; (c)
administrative, regulatory or judicial action, suit, claim or proceeding instituted by any Person
or Official Body or any written notice of liability or potential liability from any Person or
Official Body, in either instance, setting forth allegations relating to or a cause of action for
civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief
arising under any Safety Laws; or (d) subpoena, request for information or other written notice or
demand of any type issued by an Official Body pursuant to any Safety Laws.



     “Safety Filings and Records” means all notices, reports, records, plans, applications,
forms, logs, programs, manuals or other filings or documents relating or pertaining to compliance
with Safety Laws, including employee safety in the workplace, employee injuries or fatalities,
employee training, or the protection of employees from exposure to Regulated Substances which
pursuant to Safety Laws or at the
direction or order of any Official Body, the Loan Parties or any Subsidiaries of any Loan
Party either must be submitted to an Official Body or otherwise must maintain in their records.



     “Secured Obligations” means all Obligations, together with all (a) Banking Services
Obligations and (b) Hedge Liabilities; provided that at or prior to the time that any transaction
relating to such Banking Services Obligations or Hedge Liabilities are executed, the Lender thereto
(or its Affiliate) has delivered written notice, describing the transaction, to the Agent that such
transaction has been entered into and that it constitutes a Secured Obligation entitled to the
benefits of the Collateral Documents.



     “Secured Parties” means, collectively, the Agent, the Lenders, the Issuing Bank, the
Swing Loan Lender, the Swap Providers, the Collateral Agent, and all other Persons, the Obligations
owing to which are secured by the Collateral under the Collateral Documents.



     “Security Agreement” means the Security Agreement, dated the date hereof, executed and
delivered by each of the Loan Parties to the Agent for the benefit of the Lenders, as may be
amended, restated, supplemented or modified from time to time.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 21 - 









 




 CONFIDENTIAL
TREATMENT


     “Senior Debt” means (a) the principal balance of the Loans and all other
Indebtedness of the Loan Parties and their Subsidiaries for borrowed money, including Capitalized
Lease Obligations, reimbursement obligations under letters of credit, and contingent obligations
and Guarantees, without duplication, less, to the extent included therein, (b) the
principal balance of all Subordinated Debt.



     “Shares” has the meaning assigned to that term in Section 6.2.



     “Standby Letter of Credit” means a Letter of Credit issued to support obligations of
one or more of the Loan Parties, contingent or otherwise, which finance the working capital and
business needs of the Loan Parties incurred in the ordinary course of business, but excluding any
Letter of Credit under which the stated amount of such Letter of Credit increases automatically
over time.



     “Subordinated Debt” means Indebtedness among the Borrower and any of its Subsidiaries
subject to the Intercompany Subordination Agreement or any other subordination agreement
satisfactory to the Agent, in its sole discretion.



     “Subsidiary” of any Person at any time means (a) any corporation or trust of which
fifty percent (50%) or more (by number of shares or number of votes) of the outstanding capital
stock or shares of beneficial interest 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, (b) any partnership of which such Person is a general partner or of which fifty
percent (50%) or more of the partnership interests is at the time directly or indirectly owned by
such Person or one or more of such Person’s Subsidiaries, (c) any limited liability company of
which such Person is a member or of which fifty percent (50%) or more of the limited liability
company interests is at the time directly or indirectly owned by such Person or one or more of such
Person’s Subsidiaries or (d) any corporation, trust, partnership, limited liability company or
other entity which is controlled or capable of being controlled by such Person or one or more of
such Person’s Subsidiaries (provided that, so long as the Loan Parties do not collectively own more
than 49% of CCMC Joint Venture, such entity shall not be deemed to be a Subsidiary of the
Borrower).



     “Subsidiary Shares” has the meaning assigned to that term in Section 6.3.



     “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates,
currencies, commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom stock or similar
plan providing for payments only on account of services provided by current or former directors,
officers, employees or consultants of any Borrower or its Subsidiaries shall be a Swap Agreement.



     “Swap Obligations” of a Person means any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Swap Agreement transaction.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 22 - 









 




CONFIDENTIAL
TREATMENT


     “Swap Provider” means any provider of a Lender-Provided Swap Agreement.



     “Swing Loan Lender” means First Commonwealth, in its capacity as lender under the
Swing Loan Commitment.



     “Swing Loan Commitment” means the lesser of (a) $5,000,000, and (b) the aggregate
amount of Revolving Credit Commitments.



     “Swing Loan Note” means the Swing Loan Note of the Borrower in substantially the form
of Exhibit C-2 hereto evidencing the Swing Loans, together with all amendments, extensions,
renewals, replacements, refinancings or refundings thereof in whole or in part.



     “Swing Loans” means collectively, and “Swing Loan” means separately, all loans or any
loan made by the Swing Loan Lender pursuant to Section 2.1(b).



     “Term Loan” has the meaning given to such term in Section 3.1; “Term
Loans” means collectively all of the Term Loans.



     “Term Loan Base Rate” Option means the option of the Borrower to have Term Loans bear
interest at the rate and under the terms and conditions set forth in Section 4.1.



     “Term Loan Commitment” means, as to any Lender, (a) on the Conversion Date such
Lender’s Ratable Share of the Conversion Amount, and (b) thereafter as set forth on Schedule I to
the most recent Assignment and Assumption Agreement, and “Term Loan Commitments” means the
aggregate Term Loan Commitments of all of the Lenders.



     “Term Loan Lender” means a Lender with a Term Loan.



     “Term Loan Maturity Date” means May 8, 2014.



     “Term Notes” means collectively, and “Term Note” means separately, all of the Term
Notes of the Borrower in substantially the form of Exhibit C-3 hereto, evidencing the Term
Loans, together with all amendments, extensions, renewals, replacements, refinancings or refunds
thereof in whole or in part.



     “Total Outstandings” means, on any date, the sum of (a) Revolving Facility Usage and
(b) outstanding Term Loans, as of such date.



     “Transferor Bank” means the selling Lender pursuant to an Assignment and Assumption
Agreement.



     “UCC” means the Uniform Commercial Code as in effect from time to time in the
Commonwealth of Pennsylvania or any other state the laws of which are required to be applied in
connection with the issue of perfection of security interests.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 23 - 









 




CONFIDENTIAL
TREATMENT


     “UCC Collateral” means the Collateral in which security interests are to be
granted under the Security Agreement.



     “UCP” means, with respect to any Letter of Credit, the “Uniform Customs and Practices
for Documentary Credits”, Publication No. 600, published by the International Chamber of Commerce
(or such later version thereof as may be in effect at the time of issuance).



     “Unanticipated Remediation” means any portion of the expenditures attributable to the
Columbus Remediation which are in excess of $4,000,000.



     “USA Patriot Act” means 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.



          SECTION 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:




          (a) Number; Inclusion. references to the plural include the singular, the
plural, the part and the whole; “or” has the inclusive meaning represented by the phrase “and/or,”
and “including” has the meaning represented by the phrase “including without
limitation”;Determination. references to “determination” of or by the Agent or the Lenders
shall be deemed to include good-faith estimates by the Agent or the Lenders (in the case of
quantitative determinations) and good-faith beliefs by the Agent or the Lenders (in the case of
qualitative determinations) and such determination shall be conclusive absent manifest error;




          (c) Agent’s Discretion and Consent. whenever the Agent or the Lenders are
granted the right herein to act in its or their sole discretion or to grant or withhold consent
such right shall be exercised in good faith;




          (d) Documents Taken as a Whole. 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 and not to any particular provision of this Agreement or such
other Loan Document;




          (e) Headings. the section and other headings contained in this Agreement or
such other Loan Document and the Table of Contents (if any), preceding this Agreement or such other
Loan Document are for reference purposes only and shall not control or affect the construction of
this Agreement or such other Loan Document or the interpretation thereof in any respect;




          (f) Implied References to this Agreement. article, section, subsection,
clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case
may be, unless otherwise specified;




          (g) Persons. reference to any Person includes such Person’s successors and
assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or
such other Loan
Document, as the case may be, and reference to a Person in a particular capacity excludes such
Person in any other capacity;



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 24 - 









 




CONFIDENTIAL
TREATMENT


          (h) Modifications to Documents. 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;




          (i) From, To and Through. relative to the determination of any period of
time, “from” means “from and including,” “to” means “to but excluding,” and “through” means
“through and including”; and




          (j) Shall; Will. references to “shall” and “will” are intended to have the
same meaning.




          SECTION 1.3 Accounting Principles. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if the Borrower or the Required Lenders request an amendment to
any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP
or in the application thereof on the operation of such provision, regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.




ARTICLE II




REVOLVING CREDIT AND SWING LOAN FACILITIES



          SECTION 2.1 Revolving Credit Commitments and Swing Loan Commitments.




          (a) Revolving Credit Loans. Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, each Revolving Credit Lender
severally agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on
or after the date hereof to the Expiration Date; provided that, after giving effect to any such
Revolving Credit Loan (i) the aggregate outstanding amount of Revolving Credit Loans from such
Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment
minus such Revolving Credit Lender’s Ratable Share of outstanding Swing Loans and Letters of Credit
Outstanding and (ii) the Revolving Facility Usage shall not exceed the aggregate amount of
Revolving Credit Commitments. Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Credit Loans.
Each Revolving Credit Loan shall be due and payable in full on the Expiration Date.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 - 25 - 









 




CONFIDENTIAL
TREATMENT


          (b) Swing Loan Commitment. Subject to the terms and conditions hereof
and relying upon the representations and warranties herein set forth, the Swing Loan Lender may, at
its option, cancelable at any time for any reason whatsoever, make Swing Loans to the Borrower at
any time or from time to time after the date hereof to, but not including, the Expiration Date;
provided that, after giving effect to such Swing Loan (i) the aggregate outstanding amount of Swing
Loans shall not exceed the Swing
Loan Commitment and (ii) the Revolving Facility Usage shall not exceed the aggregate amount of
Revolving Credit Commitments. Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Loans. Each Swing
Loan shall be due and payable in full seven (7) days after made (or upon earlier demand).




          SECTION 2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.
Each Revolving Credit Lender shall be obligated to participate in each request for Revolving Credit
Loans pursuant to Section 2.4 in accordance with its Ratable Share. The aggregate of each
Revolving Credit Lender’s Revolving Credit Loans outstanding hereunder to the Borrower at any time
shall never exceed its Revolving Credit Commitment minus its Ratable Share of outstanding Swing
Loans and Letters of Credit Outstanding. The obligations of each Revolving Credit Lender hereunder
are several. The failure of any Lender to perform its obligations hereunder shall not affect the
Obligations of the Borrower to any other party nor shall any other party be liable for the failure
of such Lender to perform its obligations hereunder. The Revolving Credit Lender shall have no
obligation to make Revolving Credit Loans hereunder on or after the Expiration Date.




          SECTION 2.3 Commitment Fees. Accruing from the date hereof until the Expiration Date,
the Borrower agrees to pay to the Agent for the account of each Revolving Credit Lender, as
consideration for such Revolving Credit Lender’s Revolving Credit Commitment hereunder, a
nonrefundable commitment fee (the “Commitment Fee”) equal to the Applicable Commitment Fee
Rate per annum (computed on the basis of a year of 360 and actual days elapsed) on the average
daily difference between the amount of (a) such Revolving Credit Lender’s Revolving Credit
Commitment as the same may be constituted from time to time (for purposes of this computation, the
Swing Loans shall be deemed to be borrowed amounts solely under the Swing Loan Lender’s Revolving
Credit Commitment) and (b) the sum of such Revolving Credit Lender’s Revolving Credit Loans
outstanding plus its Ratable Share of outstanding Swing Loans and Letters of Credit Outstanding.
All Commitment Fees shall be payable in arrears on (i) the first Business Day of each January,
April, July and October after the date hereof, (ii) the Conversion Date, and (iii) on the
Expiration Date or upon termination of Revolving Credit Commitments.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          SECTION 2.4 Revolving Credit Loan Requests; Swing Loan Requests.




          (a) Revolving Credit Loan Requests. Except as otherwise provided herein,
the Borrower may from time to time prior to the Expiration Date request that the Lenders make
Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to any existing
Revolving Credit Loans pursuant to Section 4.2, by delivering to the Agent, not later than
1:00 p.m., Pittsburgh time (i) three (3) Business Days prior to the proposed Borrowing Date with
respect to the making of Revolving Credit Loans to which the Euro-Rate Option applies or the
conversion to or the renewal of the Euro-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, a duly completed request therefor in
substantially the form of Exhibit D hereto or a request by telephone immediately confirmed
in writing by letter, facsimile or telex in such form (each, a “Loan Request”), it being
understood that the Agent may rely on the authority of any individual making such a telephonic
request without the necessity of receipt of such written confirmation. Each such Loan Request
shall be irrevocable and shall specify: (A) the proposed Borrowing Date; (B) the aggregate amount
of the proposed Loans comprising each Borrowing Tranche, which shall be in integral multiples of
$1,000,000 and not less than $2,000,000 for each Borrowing Tranche to which the Euro-Rate Option
applies and not less than the lesser of $1,000,000 or the maximum amount available for Borrowing
Tranches to which the Base Rate Option applies; (C) whether the Euro-Rate Option or Base Rate
Option shall apply to the proposed Loans comprising the applicable Borrowing Tranche; and (D) in
the case of a Borrowing Tranche to which the
Euro-Rate Option applies, an appropriate Interest Period for the Loans comprising such
Borrowing Tranche.




          (b) Swing Loan Requests. Except as otherwise provided herein, the Borrower
may from time to time prior to the Expiration Date request that the Swing Loan Lender make Swing
Loans by delivery to the Agent and the Swing Loan Lender not later than 1:00 p.m. Pittsburgh time,
on the proposed Borrowing Date of a duly completed Loan Request, it being understood that the Agent
and the Swing Loan Lender may rely on the authority of any individual making such a telephonic
request without the necessity of receipt of such written confirmation. Each such 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 not less than $500,000 and shall be an integral multiple
of $100,000.




          SECTION 2.5 Making Revolving Credit Loans and Swing Loans.




          (a) Making Revolving Credit Loans. The Agent shall, promptly after receipt
by it of a Loan Request pursuant to Section 2.4, notify the Lenders of its receipt of such
Loan Request specifying: (i) the proposed Borrowing Date and the time and method of disbursement
of the Revolving Credit Loans requested thereby; (ii) the amount and type of each such Revolving
Credit Loan and the applicable Interest Period (if any); and (iii) the apportionment among the
Lenders of such Revolving Credit Loans as determined by the Agent in accordance with Section
2.2. Each Lender shall remit the principal amount of each Revolving Credit Loan to the Agent
such that the Agent is able to, and the Agent shall, to the extent the Lenders have made funds
available to it for such purpose and subject to Section 7.2, fund such Revolving Credit
Loans to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior
to 2:00 p.m., Pittsburgh time, on the applicable Borrowing Date, provided that if any
Lender fails to remit such funds to the Agent in a timely manner, the 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 12.16.




          (b) Making Swing Loans. So long as the Swing Loan Lender elects to make
Swing Loans, the Swing Loan Lender shall, subject to Section 7.2, after receipt by it of a
Swing Loan Request pursuant to Section 2.4, fund such Swing Loan to the Borrower in U.S.
Dollars and immediately available funds at the Principal Office prior to 2:00 p.m., Pittsburgh
time, on the Borrowing Date.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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          SECTION 2.6 Revolving Credit Notes. The Obligations of the Borrower to repay the
aggregate unpaid principal amount of the Revolving Credit Loans made to it by any Revolving Credit
Lender, together with interest thereon, shall, at the request of such Revolving Credit Lender, be
evidenced by a Revolving Credit Note payable to the order of such Revolving Credit Lender in a face
amount equal to the Revolving Credit Commitment of such Revolving Credit Lender.




          SECTION 2.7 Swing Loan Note. The Obligations of the Borrower to repay the unpaid
principal amount of the Swing Loans, together with interest thereon, shall, at the request of the
Swing Loan Lender, be evidenced by a Swing Loan Note payable to the order of the Swing Loan Lender
in a face amount equal to the Swing Loan Commitment.




          SECTION 2.8 Borrowings to Repay Swing Loans. The Swing Loan Lender may, at its
option, exercisable at any time for any reason whatsoever, demand repayment of the Swing Loans, and
each Revolving Credit Lender shall make a Revolving Credit Loan in an amount equal to such
Revolving Credit Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing
Loans. 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 without regard to any of the requirements of that provision. Upon notice from the Swing
Loan Lender, the Agent
shall provide notice to the Revolving Credit Lenders (which may be telephonic or written
notice by letter, facsimile, telex or electronic transmission) that such Revolving Credit Loans are
to be made under this Section 2.8 and of the apportionment among the Revolving Credit
Lenders, and the Revolving Credit Lenders shall be unconditionally obligated to fund such Revolving
Credit Loans (whether or not the conditions specified in Section 2.4 are then satisfied) by
the time the Swing Loan Lender so requests, which shall not be earlier than 3:00 p.m., Pittsburgh
time, on the Business Day next after the date the Revolving Credit Lenders receive such notice from
the Agent.




          SECTION 2.9 Letter of Credit Subfacility.




          (a) Issuance of Letters of Credit. The Borrower may request the issuance of
a letter of credit by the Issuing Bank (each a “Letter of Credit”), on behalf of itself or
another Loan Party by delivering or having such other Loan Party deliver to the Agent and the
Issuing Bank a completed application and agreement for letters of credit in such form as the
Issuing Bank may specify from time to time by no later than 1:00 p.m., Pittsburgh time, at least
three (3) Business Days, or such shorter period as may be agreed to by the Issuing Bank, in advance
of the proposed date of issuance. Each Letter of Credit may be issued as either a Standby Letter
of Credit or a Commercial Letter of Credit, in either case on such form as presented to the
Borrower by the Issuing Bank. Subject to the terms and conditions hereof, including Section
7.2, and in reliance on the agreements of the other Lenders set forth in this Section
2.9, the Issuing Bank will issue a Letter of Credit (which may be “evergreen” letters of
credit) provided that each Letter of Credit shall in no event expire later than ten (10) Business
Days prior to the Expiration Date and providing that in no event shall (A) the Letters of Credit
Outstanding exceed, at any one time, $30,000,000 or (B) the Revolving Facility Usage exceed, at any
one time, the Revolving Credit Commitments.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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          (b) Letter of Credit Fees. The Borrower shall pay (i) to the Agent for
the ratable account of the Revolving Credit Lenders a fee (the “Letter of Credit Fee”)
according to the pricing grid on Annex I below the heading “Letter of Credit Fee”, and (ii)
to the Issuing Bank for its own account a fronting fee equal to 0.125% per annum (computed on the
basis of a year of 360 days and actual days elapsed), which fees shall be computed on the daily
average Letters of Credit Outstanding and shall be payable quarterly in arrears commencing with the
first Business Day of each January, April, July and October following issuance of each Letter of
Credit and on the Expiration Date. The Borrower shall also pay to the Issuing Bank for the Issuing
Bank’s sole account the Issuing Bank’s then in effect customary fees and administrative expenses
payable with respect to the Letters of Credit as the Issuing Bank may generally charge or incur
from time to time in connection with the issuance, maintenance, modification (if any), assignment
or transfer (if any), negotiation, and administration of Letters of Credit.




          (c) Disbursements, Reimbursement.





          (i) Immediately upon the Issuance of each Letter of Credit, each Revolving Credit
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
Issuing Bank 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.




          (ii) In the event of any request for a drawing under a Letter of Credit by the
beneficiary or transferee thereof, the Issuing Bank will promptly notify the Borrower. Provided
that the Borrower shall have received such notice, the Borrower shall reimburse (such obligation to
reimburse the Issuing Bank shall sometimes be referred to as a “Reimbursement Obligation”) the
Issuing Bank prior to 1:00 p.m., Pittsburgh time on each date that an amount is paid by the Issuing
Bank under any Letter of Credit (each such date, an “Drawing Date”) in an amount equal to
the amount so paid by the Issuing
Bank. In the event the Borrower fails to reimburse the Issuing Bank for the full amount of
any drawing under any Letter of Credit by 1:00 p.m., Pittsburgh time, on the Drawing Date, the
Agent will promptly notify each Revolving Credit Lender thereof, and the Borrower shall be deemed
to have requested that Revolving Credit Loans be made by the Revolving Credit Lenders under the
Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit. Any notice given
by the Agent pursuant to this Section 2.9 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.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          (iii) Each Revolving Credit Lender shall upon any notice pursuant to
Section 2.9 pay to the Agent, for the account of the Issuing Bank, an amount in immediately
available funds equal to its Ratable Share of the amount of the unreimbursed drawing. Any payment
made by each Revolving Credit Lender to the Agent under this Section 2.9 shall be deemed to
be a Revolving Credit Loan under the Base Rate Option made to the Borrower; provided, that
if the Borrower is not permitted to borrow Revolving Credit Loans because of their failure to
satisfy the conditions set forth in Section 7.2 (other than any notice requirements), then
such payment shall constitute a purchase by such Revolving Credit Lender of a participation
interest (“Participation Advance”) in the Letter of Credit Borrowing as defined in
Section 2.9. If any Revolving Credit Lender so notified fails to make available to the
Agent, for the account of the Issuing Bank, the amount of such Revolving Credit Lender’s Ratable
Share of such amount by no later than 2:00 p.m., Pittsburgh time, on the Drawing Date, then
interest shall accrue on such Revolving Credit Lender’s obligation to make such payment, from the
Drawing Date to the date on which such Lender makes such payment (A) at a rate per annum equal to
the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (B)
at a rate per annum equal to the rate applicable to Loans under the Base Rate Option on and after
the fourth day following the Drawing Date. The Issuing Bank will promptly give notice of the
occurrence of the Drawing Date, but failure of the Issuing Bank to give any such notice on the
Drawing Date or in sufficient time to enable any Revolving Credit Lender to effect such payment on
such date shall not relieve such Lender from its obligation under this Section 2.9.




          (iv) With respect to any unreimbursed drawing that is not converted into Revolving
Credit Loans as contemplated by Section 2.9, the Borrower shall be deemed to have incurred
from the Issuing Bank a borrowing (each a “Letter of Credit Borrowing”) in the 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 Revolving Credit Lender is required to purchase a Participation
Advance in accordance with Section 2.9.



          (d) Repayment of Participation Advances.





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




          (ii) If the Agent or the Issuing Bank 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 the payments made by any Loan Party to the Agent or the Issuing Bank
pursuant to Section 2.9 in reimbursement of a payment made under the Letter of Credit or
interest or fee thereon, each
Revolving Credit Lender shall, on demand of the Agent or the Issuing Bank, forthwith return to
the Agent or the Issuing Bank the amount of its Ratable Share of any amounts so returned by the
Agent or the Issuing Bank plus interest thereon from the date such demand is made to the date such
amounts are returned by such Revolving Credit Lender to the Agent or the Issuing Bank, at a rate
per annum equal to the Federal Funds Effective Rate in effect from time to time.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          (e) Documentation. Each Loan Party agrees to be bound by the terms of
the Issuing Bank’s application and agreement for letters of credit and the Issuing Bank’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 its gross negligence or willful misconduct (as finally determined by a court
of competent jurisdiction), the Issuing Bank 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.




          (f) 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
Bank 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.




          (g) Nature of Participation and Reimbursement Obligations. Each Revolving
Credit Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or
Participation Advances, as contemplated by Section 2.9, as a result of a drawing under a
Letter of Credit, and the Obligations of the Borrower to reimburse the Issuing Bank 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 2.9 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 Bank, the Borrower 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, Section
2.4, Section 2.5 or Section 7.2 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 the Lenders to make
Participation Advances under Section 2.9;




          (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 Bank or any Lender or any other Person or, 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);


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          (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 provisions of services
relating to a Letter of Credit, in each case even if the Issuing Bank has been notified thereof;




          (vi) payment by the Issuing Bank 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 of 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 Bank to issue any Letter of Credit in the form
requested by any Loan Party;




          (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;




          (xii) the fact that an Event of Default or a 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.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          (h) Indemnity. In addition to amounts payable as provided in
Section 12.5, each Loan Party hereby agrees to protect, indemnify, pay and save harmless
the Issuing Bank 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
Bank 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 (i) the gross negligence or willful misconduct of the Agent
(as finally determined by a court of competent jurisdiction) or (ii) the wrongful dishonor by the
Issuing Bank 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 (all such acts or omissions herein called
“Governmental Acts”).




          (i) Liability for Acts and Omissions. As between any Loan Party and the
Issuing Bank, 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 Bank shall not be responsible for any of the
following including, without limitation, 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 Bank 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 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 Bank,
including any Governmental Acts, and none of the above shall affect or impair, or prevent the
vesting of, any of the Issuing Bank’s rights or powers hereunder. Nothing in the preceding
sentence shall relieve the Issuing Bank from liability for its gross negligence or willful
misconduct (as finally determined by a court of competent jurisdiction) in connection with actions
or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the
Issuing Bank 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.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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     Without limiting the generality of the foregoing, the Issuing Lender: (A) may rely on any
oral or other communication believed in good faith by the Issuing Bank to have been authorized or
given by or on behalf of the applicant for a Letter of Credit, (B) 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; (C) 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; (D) 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; (E) 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 (F) may settle or adjust any claim
or demand made on the Issuing Bank 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 to 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 Bank 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 Bank under any resulting liability to the Borrower or any Lender.



          SECTION 2.10 Increase in Revolving Credit Commitment.




          (a) Request for Increase. So long as no Default or Event of Default has
occurred and is continuing, upon notice to the Agent (which shall promptly notify the Revolving
Credit Lenders), the Borrower may from time to time, request an increase in the Revolving Credit
Commitment by an amount (for all such requests) not exceeding Thirty Million Dollars ($30,000,000);
provided that any such request for an increase shall be in a minimum amount of Five Million Dollars
($5,000,000). At the time of sending such notice, the Borrower (in consultation with the Agent)
shall specify the time period within which each Revolving Credit Lender is requested to respond
(which shall in no event be less than ten (10) Business Days from the date of delivery of such
notice to the Revolving Credit Lenders).




          (b) Lender Elections to Increase. Each Revolving Credit Lender shall notify
the Agent within such time period whether or not it agrees to increase its Revolving Credit
Commitment and, if so, whether by an amount equal to, greater than, or less than its Ratable Share
of such requested increase. Any Revolving Credit Lender not responding within such time period
shall be deemed to have declined to increase its Revolving Credit Commitment.




          (c) Notification by Agent; Additional Revolving Credit Lenders. The Agent
shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’
responses to each request made hereunder. To achieve the full amount of a requested increase, and
subject to the approval of the Agent, the Issuing Bank and the Swing Loan Lender (which approvals
shall not be unreasonably withheld), the Borrower may also invite additional financial institutions
(subject to the consent of the Agent, not to be unreasonably withheld) to become Revolving Credit
Lenders pursuant to a joinder agreement in form and substance satisfactory to the Agent and its
counsel.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          (d) Effective Date and Allocations. If the Revolving Credit Commitment
is increased in accordance with this Section, the Agent and the Borrower shall determine the
effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of
such increase. The Agent shall promptly notify the Borrower and the Revolving Credit Lenders of
the final allocation of such increase and the Revolving Credit Increase Effective Date.




          (e) Conditions to Effectiveness of Increase. As a condition precedent to
such increase, the Borrower shall deliver to the Agent a certificate of each Loan Party dated as of
the Revolving Credit Increase Effective Date (i) certifying and attaching the resolutions adopted
by such Loan Party approving or consenting to such increase, and (ii) certifying that, before and
after giving effect to such increase, (A) the representations and warranties contained in
Article VI and the other Loan Documents are true and correct in all material respects on
and as of the Revolving Credit Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Section 2.10, the
representations and warranties contained in subsection (a) of Section 6.9 shall be deemed
to refer to the most recent statements furnished pursuant to Section 10.1 and Section
10.2, and (B) no Default or Event of Default has occurred and is continuing.




          (f) Prepayments upon Effectiveness of Increase. The Borrower shall prepay
(which may be with the proceeds of Revolving Credit Loans received on such date) any Revolving
Credit Loans outstanding on the Revolving Credit Increase Effective Date to the extent necessary to
keep the outstanding
Revolving Credit Loans ratable with any revised Ratable Shares arising from any nonratable
increase in the Revolving Credit Commitments under this Section. To the extent any Lender (a
“reducing Lender”) would be entitled to additional amounts required to be paid by the Borrower
pursuant to Section 5.6 (“breakage cost”), as a result its Revolving Credit Loan being
subject to a prepayment described in the preceding sentence, the Lenders (including any new
Lenders) which have increased their pro rata share of the Revolving Credit Commitment (each an
“increasing Lender”) shall each pay to each such reducing Lender a portion of such reducing
Lender’s breakage cost equal to the percentage of the increase in the Revolving Credit Commitment
represented by such increasing Lender’s increased Revolving Credit Commitment.




ARTICLE III




TERM LOANS



          SECTION 3.1 Term Loan Commitments. Subject to the terms and conditions hereof,
including Section 7.2, and relying upon the representations and warranties herein set
forth, on the Conversion Date, each Lender severally agrees to make a term loan to the Borrower in
an amount equal to such Lender’s Term Loan Commitment. Each Term Loan made by a Lender shall be
made by converting a portion of such Lender’s Revolving Credit Loans equal to such Lender’s Term
Loan Commitment into such Term Loan.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          SECTION 3.2 Nature of Lenders’ Obligations with Respect to Term Loans. The
failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to
make a Term Loan nor shall it impose any additional liability on any other Lender hereunder. The
Lenders shall have no obligation to make Term Loans hereunder after the Conversion Date. The Term
Loan Commitments are not revolving credit commitments, and the Borrower shall not have the right to
repay and reborrow any Term Loan.




          SECTION 3.3 Term Loan Principal Payments. The Borrower shall make payments on the
principal amount of each Term Loan in equal quarterly installments, each in an amount equal to ten
percent (10%) of the aggregate amount of Term Loan Commitments, commencing on September 30, 2012,
and thereafter on the last day of each March, June, September and December, with a final
installment of any remaining principal amount payable on the Term Loan Maturity Date.




          SECTION 3.4 Term Loan Notes. The Obligation of the Borrower to repay the unpaid
principal amount of the Term Loans made to it by each Lender, together with interest thereon,
shall, at the request of any Term Loan Lender, be evidenced by a Term Note payable to the order of
such Lender in a face amount equal to the Term Loan of such Lender.




ARTICLE IV




INTEREST RATES



          SECTION 4.1 Interest Rate Options. The Borrower shall pay interest in respect of the
outstanding unpaid principal amount of the Loans, or portions thereof, as selected by the Borrower
in accordance with the terms and conditions hereof, at either Interest Rate Option it selects, it
being understood that, subject to the provisions of this Agreement, the Borrower 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 ten (10) Borrowing
Tranches in the aggregate among all of the Loans and
provided further that only the Base Rate Option shall apply to the Swing Loans. 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.




          SECTION 4.2 Interest Periods. At any time when the Borrower shall select, convert to
or renew a Euro-Rate Option, the Borrower shall notify the Agent thereof at least three (3)
Business Days prior to the effective date of such Euro-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 Euro-Rate Option:



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          (a) Amount of Borrowing Tranche. each Borrowing Tranche of Euro-Rate
Loans shall be in integral multiples of $1,000,000 and not less than $2,000,000; and




          (b) Renewals. in the case of the renewal of a Euro-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.




          SECTION 4.3 Interest After Default. To the extent permitted by Law, upon the
occurrence and during the continuance of any Event of Default:




          (a) Letter of Credit Fees, Interest Rate. the Letter of Credit Fees and the
rate of interest for each Loan otherwise applicable pursuant to Section 2.9 or Section
4.1, respectively, shall be increased by 2.0% per annum;




          (b) 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 Base Rate Option plus an additional 2.0% per annum from the time such Obligation becomes due
and payable and until it is paid in full; and




          (c) Euro-Rate Option. No Borrowing Tranche may convert to or renew under a
Euro-Rate Option.




          (d) Acknowledgment. The Borrower acknowledges that the increase in rates
referred to in this Section 4.3 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. All such interest shall be payable
by the Borrower upon demand by Agent.




          SECTION 4.4 Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not
Available.




          (a) Unascertainable. If on any date on which a Euro-Rate would otherwise be
determined, the Agent shall have determined that:





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




          (ii) a contingency has occurred which materially and adversely affects the London
interbank eurodollar market relating to the Euro-Rate, the Agent shall have the rights specified in
Section 4.4.



          (b) 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 Euro-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);


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          (ii) such Euro-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 Euro-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 Agent shall have the rights specified
in Section 4.4.



          (c) Agent’s and Lender’s Rights. In the case of any event specified in
Section 4.4(a) the Agent shall promptly so notify the Lenders and the Borrower thereof, and
in the case of an event specified in Section 4.4(b), such Lender shall promptly so notify
the Agent and endorse a certificate to such notice as to the specific circumstances of such notice,
and the Agent shall promptly send copies of such notice and certificate to the other Lenders and
the Borrower. 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 (i) the Lenders, in the case of such notice given
by the Agent, or (ii) such Lender, in the case of such notice given by such Lender, to allow the
Borrower to select, convert to or renew a Euro-Rate Option shall be suspended until the Agent shall
have later notified the Borrower, or such Lender shall have later notified the Agent, of the
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 Agent makes a determination under
Section 4.4 and the Borrower has previously notified the Agent of its selection of,
conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into
effect, such notification shall be deemed to provide for selection of, conversion to or renewal of
the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the
Agent of a determination under Section 4.4, the Borrower shall, subject to the Borrower’s
indemnification Obligations under Section 5.6, as to any Loan of the Lender to which a
Euro-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 5.4. Absent due notice from the Borrower 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.




          SECTION 4.5 Selection of Interest Rate Options. If the Borrower fails to select a new
Interest Period to apply to any Borrowing Tranche of Loans under the Euro-Rate Option at the
expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with
the provisions of Section 4.2, the Borrower shall be deemed to have converted such
Borrowing Tranche to the Base Rate Option, commencing upon the last day of the existing Interest
Period.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          SECTION 4.6 Computation of Interest and Fees; Retroactive Adjustments of Applicable
Margin.




          (a) All computations of interest for Base Rate Loans when the Base Rate is
determined by First Commonwealth’s “prime rate” shall be made on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed. All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or
interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan
that is repaid on the same day on which it is made shall bear interest for one day. Each
determination by the Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.




          (b) If, as a result of any restatement of or other adjustment to the financial
statements of the Borrower or for any other reason, the Loan Parties or the Lenders determine that
(i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and
(ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such
period, the Borrower shall immediately and retroactively be obligated to pay to the Agent for the
account of the applicable Lenders, promptly on demand by the Agent (or, after the occurrence of an
actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy
Code of the United States, automatically and without further action by the Agent, any Lender or the
Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have
been paid for such period over the amount of interest and fees actually paid for such period. This
paragraph shall not limit the rights of the Agent, any Lender or the Issuing Bank, as the case may
be, under Article XI or any other second of this Agreement.




ARTICLE V




PAYMENTS



          SECTION 5.1 Payments. All payments and prepayments to be made in respect of
principal, interest, Commitment Fees, Letter of Credit Fees, Agent’s Fee or other fees or amounts
due from the Borrower hereunder shall be payable prior to 12:00 noon, Pittsburgh time, on the date
when due without presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by the Borrower, 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 Agent
at the Principal Office for the account of the Swing Loan Lender, with respect to the Swing Loans,
and for the ratable accounts of (a) the Revolving Credit Lenders, with respect to the Revolving
Credit Loans, and (b) the Term Loan Lenders, with respect to the Term Loans, in U.S. Dollars and in
immediately available funds, and the Agent shall promptly distribute such amounts to the applicable
Lenders in immediately available funds. The Agent’s and each Lender’s statement of account, ledger
or other relevant record shall, in the absence of 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.”



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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      SECTION 5.2 Pro Rata Treatment of Lenders. Each borrowing (other than Swing
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 Borrower
with respect to principal, interest, Commitment Fees, Letter of Credit Fees, or other fees (except
for the Agent’s Fee) or amounts due from the Borrower hereunder to the Lenders with respect to the
Loans, shall (except as provided in Section 4.4 in the case of an event specified in
Section 4.4, Section 5.4 or Section 5.6) be made in proportion to the
applicable 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 prepayment by the Borrower of principal, interest, fees or other amounts
from the Borrower with respect to Swing Loans shall be made by or to the Swing Loan Lender
according to Article II.



         
      SECTION 5.3 Interest Payment Dates. Interest on Loans to which the Base
Rate Option
applies shall be due and payable in arrears on the first Business Day of each calendar month and on
the Expiration Date or Term Loan Maturity Date, as applicable, or upon acceleration of the Notes.
Interest on Loans to which the Euro-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 mandatory prepayments of principal under
Section 5.5 shall be due on the date such mandatory prepayment is due. 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
maturity date, upon acceleration or otherwise).



         
      SECTION 5.4 Voluntary Prepayments and Reduction of Commitment.



         
      (a) Right to Prepay. The Borrower 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 5.4 below or in Section 5.6):




      
                  
 (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 Euro-Rate Option applies; and




       
                  (iii) on
the date specified in a notice by any Lender pursuant to Section 4.4
with respect to any Loan to which a Euro-Rate Option applies.



         
 Whenever the Borrower desires to prepay any part of the Loans, the Borrower shall provide a
prepayment notice to the Agent by 1:00 p.m., Pittsburgh time, at least one (1) Business Day prior
to the date of prepayment of the Revolving Credit Loans or Term Loans or no later than 10:00 a.m.,
Pittsburgh time, on the date of prepayment of the 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, Revolving Credit Loans and Term Loans; and


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               (z) the total principal amount of such prepayment, which shall not be less than
$500,000 for any Loan (or the outstanding amount if such Loan, if such amount is less than
$500,000).



          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. All Term Loan
prepayments permitted pursuant to this Section 5.4 shall be applied to the unpaid
installments of principal of the Term Loans in the reverse order of scheduled maturities. Except
as provided in Section 4.4, if the Borrower prepays a Loan but fails to specify the
applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (A)
first to Revolving Credit Loans and then to Term Loans, and (B) after giving effect to the
allocations in clause (A) above and in the preceding sentence, first to Loans to which the Base
Rate Option applies, then to Loans to which the Euro-Rate Option applies. Any prepayment hereunder
shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.6.




               (b) Replacement of a Lender. In the event any Lender (i) gives notice under
Section 4.4 or Section 5.6 or (ii) becomes a Defaulting Lender (each a
“Replacement Event”), then the Borrower shall have the right at its option, with the
consent of the Agent, which shall not be unreasonably withheld, to prepay the Loans of such Lender
in whole, together with all interest accrued thereon, and terminate such Lender’s Commitment within
ninety (90) days after such Replacement Event; provided that the Borrower shall also pay to
such Lender (unless such Lender is a Defaulting Lender pursuant to subsection “(a)” or “(b)” of the
definition of “Defaulting Lender”) at the time of such prepayment any amounts required under
Section 5.6 and any accrued interest due on such amount and any related fees;
provided, however, that the Commitment and any Term Loan of such Lender shall be provided
by one or more of the remaining Lenders or a replacement bank acceptable to the Agent;
provided, further, the remaining Lenders shall have no obligation hereunder to increase
their Commitments.



               (c) Change of Lending Office. Each Lender agrees that upon the occurrence
of any event giving rise to increased costs or other special payments under Section 4.4 or
Section 5.6 with respect to such Lender, it will if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to designate another
lending office for any Loans or Letters of Credit affected by such event, provided that
such designation is made on such terms that such Lender and its lending office suffer no economic,
legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of such Section. Nothing in this Section 5.4 shall affect or
postpone any of the Obligations of the Borrower or any other Loan Party or the rights of any
Secured Party provided in this Agreement.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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               (d) Voluntary Reduction of Commitment. The Borrower shall have the
right at any time and from time to time upon five (5) Business Days’ prior written notice to Agent
to permanently and ratably reduce, in whole multiples of $1,000,000 of principal, or terminate the
Revolving Credit Commitments without penalty or premium, except as hereinafter set forth, provided
that any such reduction or termination shall be accompanied by (i) the payment in full of any
Commitment Fee and other fees then accrued on the amount of such reduction or termination, (ii)
prepayment of the Revolving Credit Loans (and the Borrower shall Cash Collateralize, if necessary,
any Letters of Credit and pay, if necessary, any Swing Loans), together with the full amount of
interest accrued on the principal sum to be prepaid (and all amounts referred to in Section
5.6), to the extent that the aggregate amount thereof then outstanding exceeds the Commitments
as so reduced or terminated. From the effective date of any such reduction or termination, the
obligations of Borrower to pay the Commitment Fee shall correspondingly be reduced or cease, as the
case may be.



               SECTION 5.5 Mandatory Prepayments and Reduction of Commitment.



               (a) Mandatory Reduction of Commitments. The Revolving Credit Commitment of
each Revolving Credit Lender will be automatically reduced, on the Conversion Date, by an amount
equal to such Revolving Credit Lender’s Term Loan Commitment.



               (b) Sale of Assets; Debt Offerings. Immediately upon any (i) issuance of
Indebtedness not authorized by Section 9.1, or (ii) sale of assets not authorized by
Section 9.7, the Borrower shall make a mandatory prepayment of Loans equal to the amount of
such Indebtedness or the proceeds of such sale (net of any estimated taxes, but subject to the
Borrower’s requirement to true up any excess at the time of payment of such tax), as applicable.
All prepayments of Loans pursuant to this Section 5.5(b) shall be applied, first, to
payment in full of the principal amount of the Term Loans by application to the unpaid installments
of principal in the reverse order of scheduled maturities, second, to the payment in full of the
principal amount of all Revolving Loans. Any prepayment hereunder shall be subject to the
Borrower’s Obligation to indemnify the Lenders under Section 5.6(b).



               (c) Application Among Interest Rate Options. All prepayments required
pursuant to this Section 5.5 shall first be applied among the Interest Rate Options to the
principal amount of the Loans subject to the Base Rate Option, then to Loans subject to a Euro-Rate
Option. In accordance with Section 5.6(b), the Borrower shall indemnify the Lenders for
any loss or expense, including loss of margin, incurred with respect to any such prepayments
applied against Loans subject to a Euro-Rate Option on any day other than the last day of the
applicable Interest Period.



               SECTION 5.6 Additional Compensation in Certain Circumstances.



               (a) Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital
Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in
any Law, guideline or interpretation or application thereof by any Official Body charged with the
interpretation or administration thereof or compliance with any request or directive (whether or
not having the force of Law) of any central bank or other Official Body:




                         (i) subjects any Lender to any tax or changes the basis of taxation with respect to
this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment
Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the
overall net income of such Lender);


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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                         (ii) imposes, modifies or deems applicable any reserve, special deposit or
similar requirement against credits or commitments to extend credit extended by, or assets (funded
or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any
Lender; or




                         (iii) imposes, modifies or deems applicable any capital adequacy or similar
requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or
commitments to extend credit extended by, any Lender, or (B) otherwise applicable to the
obligations of any Lender under this Agreement, and the result of any of the foregoing is to
increase the cost to, reduce the income receivable by, or impose any expense (including loss of
margin) upon any Lender with respect to this Agreement, the Notes or the making, maintenance or
funding of any part of the Loans (or, in the case of any capital adequacy or similar requirement,
to have the effect of reducing the rate of return on any Lender’s capital, taking into
consideration such Lender’s customary policies with respect to capital adequacy) by an amount which
such Lender in its sole discretion deems to be material, such Lender shall from time to time notify
the Borrower and the Agent of the amount determined (using any averaging and attribution methods
employed in good faith) by such Lender to be necessary to compensate such Lender for such increase
in cost, reduction of income, additional expense or reduced rate of return. Such notice shall set
forth in reasonable detail the basis for such determination. Such amount shall be due and payable
by the Borrower to such Lender ten (10) Business Days after such notice is given.



               (b) Indemnity. In addition to the compensation required by Section
5.6(a), each Loan Party 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 Euro-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 Euro-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 Borrower to revoke (expressly, by later inconsistent notices or
otherwise) in whole or part any Loan Requests under Section 2.4 or Section 4.2 or
notice relating to prepayments under Section 5.4 or notice relating to Commitment
reductions under Section 5.4; or




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


 [***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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     If any Lender sustains or incurs any such loss or expense, it shall from time to time
notify the Borrower 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 Loan Parties to such Lender ten (10) Business Days after
such notice is given.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES


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




          SECTION 6.1 Organization and Qualification. Each Loan Party and each Subsidiary of
each Loan Party is a corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of incorporation or formation.
Each Loan Party and each Subsidiary of each Loan Party has the lawful power to own or lease its
properties and to engage in the business it presently conducts or proposes to conduct. Each Loan
Party and each Subsidiary of each Loan Party is duly licensed or qualified and in good standing in
(a) its jurisdiction listed of incorporation or formation and (b) except where the failure to be so
qualified could, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Change, 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.
Schedule 6.1 sets forth the jurisdiction of formation or organization for each Loan Party
and each Subsidiary, and any jurisdiction in which such Loan Party or Domestic Subsidiary has been
qualified to transact business.




          SECTION 6.2 Capitalization and Ownership. The authorized capital stock of each Loan
Party and the shares (referred to herein as the “Shares”) which are issued and outstanding
thereof, and the ownership of each Guarantor, are as indicated on Schedule 6.2. All of the
Shares have been validly issued and are fully paid and nonassessable. There are no options,
warrants or other rights outstanding to purchase any such shares except as indicated on
Schedule 6.2. The Inactive Domestic Subsidiaries conduct no business and have no material
assets.




          SECTION 6.3 Subsidiaries. Schedule 6.3 states the name of each Loan Party’s
Subsidiaries, its jurisdiction of incorporation or formation, and: (a) if it is a corporation, the
owners (and their percentages) of the outstanding shares therein (referred to herein as the
“Subsidiary Shares”) and, for any Domestic Subsidiary, its authorized capital stock and the
issued and outstanding shares; (b) if it is a partnership, the partners (and their percentages) of
its outstanding partnership interests (the “Partnership Interests”); and (c) if it is a
limited liability company, the members and managers and each of their percentages, and voting
rights associated therewith, of its outstanding limited liability company interests (the “LLC
Interests”). Each Loan Party and each Subsidiary of each Loan Party has good and marketable
title to all of the Subsidiary Shares, Partnership Interests and LLC Interests it purports to
own, free and clear in each case of any Lien. All Subsidiary Shares, Partnership Interests and LLC
Interests with respect to any Domestic Subsidiary have been validly issued, and all Subsidiary
Shares with respect to any Domestic Subsidiary are, where applicable, fully paid and nonassessable.
All capital contributions and other consideration required to be made or paid in connection with
the issuance of the Partnership Interests and LLC Interests have been made or paid, as the case may
be. There are no options, warrants or other rights outstanding to purchase any such Subsidiary
Shares, Partnership Interests or LLC Interests, or any other Equity Interests, in any such
Subsidiary except as indicated on Schedule 6.3.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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          SECTION 6.4 Power and Authority. Each Loan Party has full corporate, limited
liability company or partnership 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.




          SECTION 6.5 Validity and Binding Effect. This Agreement has been duly and validly
executed and delivered by each Loan Party, and each other Loan Document which any Loan Party is
required to execute and deliver on or after the date hereof will have been duly executed and
delivered by such Loan Party on the required date of delivery of such Loan Document. This
Agreement and each other Loan Document constitutes, or will constitute, legal, valid and binding
obligations of each Loan Party which is or will be a party thereto on and after its date of
delivery thereof, enforceable against such Loan Party in accordance with its terms, except to the
extent that enforceability of any Loan Document may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights
generally or limiting the right of specific performance.




          SECTION 6.6 No Conflict. 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 (a) 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 any Subsidiary of any Loan Party or (b) any Law or any material
agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party or
any of its Subsidiaries is a party or by which it or any of its 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
Subsidiaries (other than Liens granted under the Loan Documents).




          SECTION 6.7 Litigation. Except as disclosed on Schedule 6.7, there are no
actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party or any
Subsidiary of any Loan Party, threatened against such Loan Party or any such Subsidiary at law or
equity before any Official Body which, individually or in the aggregate, could reasonably be
expected to result in any 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, individually or in the aggregate, could reasonably be expected to result in any Material
Adverse Change.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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          SECTION 6.8 Title to Properties. The real property owned or leased by each Loan
Party, as of the date of this Agreement, is described on Schedule 6.8. Each Loan Party and
each Subsidiary
of each Loan Party has good and marketable and insurable fee simple 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 (or as specified in the title policy issued by Chicago Title
Insurance Corporation on the Closing Date insuring the applicable Mortgage Document encumbering
such real estate), and subject to the terms and conditions of the applicable leases, if any. Upon
consummation of the transactions contemplated hereby, all leases of property are in full force and
effect without the necessity for any consent which has not previously been obtained.




          SECTION 6.9 Financial Statements.




          (a) Annual Statements. The Loan Parties have delivered to the Agent copies
of its audited financial statements for fiscal year 2008 (the “Annual Statements”). The
Annual Statements are correct and complete and fairly represent the consolidated financial
condition of the Loan Parties and their respective Subsidiaries as of December 31, 2008, and the
results of operations for the fiscal year then ended and have been prepared in accordance with
GAAP.




          (b) Financial Projections. The Loan Parties have delivered to the Agent
consolidated financial projections (which have been delivered to the Lenders by the Borrower) for
the period from January 1, 2009, through December 31, 2011 derived from various assumptions of the
Loan Parties’ management (the “Financial Projections”). The Financial Projections
represent a reasonable range of possible results in light of the history of the business, present
and foreseeable conditions and the intentions of the Loan Parties’ management. The Financial
Projections accurately reflect the total liabilities of all Loan Parties and their Subsidiaries
upon consummation of the transactions contemplated hereby as of the Closing Date.




          (c) Accuracy of Financial Statements. No Loan Party and no Subsidiary of
any Loan Party has any liabilities, contingent or otherwise, or forward or long-term commitments
required to be disclosed on financial statements under GAAP as of December 31, 2008, that are not
disclosed in the Annual Statements or in the notes thereto, and except as disclosed therein there
are no unrealized or anticipated losses from any commitments of any Loan Party or any Subsidiary of
any Loan Party which, individually or in the aggregate, could reasonably be expected to result in
any Material Adverse Change. Since December 31, 2008, no Material Adverse Change has occurred.




          SECTION 6.10 Use of Proceeds; Margin Stock.




          (a) General. The Loan Parties intend to use the proceeds of the Loans in
accordance with Section 8.10.



 [***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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 CONFIDENTIAL
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          (b) Margin Stock. None of the Loan Parties or any 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 promulgated by the Board).
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 to refund Indebtedness originally incurred for such
purpose, or for any purpose which entails a violation of or which is inconsistent with the
provisions of the regulations of the Board. None of the Loan Parties or any Subsidiary of any Loan
Party holds or intends to hold margin stock in such amounts that more than 25% of the reasonable
value of the assets of any Loan Party or Subsidiary of any Loan Party are or will be represented by
margin stock.




          SECTION 6.11 Full Disclosure. Neither this Agreement nor any other Loan
Document, nor any certificate, statement, agreement or other documents furnished to the 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, results of operations or prospects 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 Agent and the Lenders prior to or at the date hereof
in connection with the transactions contemplated hereby.




          SECTION 6.12 Taxes. All 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 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 (a) 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, and (b) individually or in the aggregate, could not reasonably be expected to
result in any Material Adverse Change. There are no agreements or waivers extending the statutory
period of limitations applicable to any federal income tax return of any Loan Party or Subsidiary
of any Loan Party for any period.




          SECTION 6.13 Consents and Approvals. Except for the filing of financing
statements in the state filing offices to be made pursuant to Section 7.1, no material
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 by any Loan
Party, except as listed on Schedule 6.13, all of which shall have been obtained or made on
or prior to the Closing Date except as otherwise indicated on Schedule 6.13;
provided however, that all consents, approvals, exemptions, orders or authorizations of, or
registrations or filings with any Official Body or any other Person which is required with respect
to the enforceability of this Agreement and the other Loan Documents or the Lenders’ Prior Security
Interest in the Collateral shall have been obtained or made on or prior to the Closing Date.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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 CONFIDENTIAL
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          SECTION 6.14 No Event of Default; Compliance with Instruments. No
event has occurred and is continuing and no condition exists or will exist after giving effect to
the borrowings or other extensions of credit to be made on the Closing Date under or pursuant to
the Loan Documents which constitutes an Event of Default or Default. None of the Loan Parties or
any Subsidiaries of any Loan Party is in violation of (a) any term of its certificate of
incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of
formation, limited liability company agreement or other organizational documents or (b) any
material agreement or instrument to which it is a party or by which it or any of its properties may
be subject or bound where any such violation, individually or in the aggregate, could reasonably be
expected to result in any Material Adverse Change.




          SECTION 6.15 Patents, Trademarks, Copyrights, Licenses, Etc. Each Loan
Party and each Subsidiary of each Loan Party owns or possesses all the material Intellectual
Property, licenses, registrations, franchises, permits and rights 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 Subsidiary, without known possible, alleged or actual conflict with the rights of
others. All material domestic Intellectual Property and any material licenses and registrations
with respect to any Intellectual Property, of each Loan Party, as of this date of this Agreement,
are listed and described on Schedule 6.15.




          SECTION 6.16 Security Interests. The Liens and security interests granted
to the Agent in the Collateral pursuant to the Collateral Documents constitute and will continue to
constitute Prior Security Interests under the UCC or other applicable Law entitled to all the
rights, benefits and priorities provided by the UCC or such Law. Upon (a) the filing of (i)
Mortgage Documents with respect to the Material Real Property and (ii) financing statements
relating to the security interests granted under the Security Agreement, in each office and in each
jurisdiction where required in order to perfect the security interests described above, (b) the
taking possession of any stock certificates or other certificates evidencing the Pledged
Collateral, and (c) the entering into Control Agreements with respect to the Loan Parties deposit
accounts, all such action as is necessary or advisable to establish such rights of the Agent will
have been taken, and there will be upon execution and delivery of the Collateral Documents, such
filings and such taking of possession, no necessity for any further action in order to preserve,
protect and continue such rights, except the filing of continuation statements with respect to such
financing statements within six (6) months prior to each five (5)-year anniversary of the filing of
such financing statements. All filing fees and other expenses in connection with each such action
have been or will be paid by the Borrower.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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 CONFIDENTIAL
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          SECTION 6.17 Status of the Pledged Collateral. All the shares of
capital stock, Partnership Interests or LLC Interests included in the Pledged Collateral have been
and will continue to be pledged pursuant to the Pledge Agreement and are or will be upon issuance
validly issued and nonassessable and owned beneficially and of record by the pledgor free and clear
of any Lien or restriction on transfer, except as otherwise provided by the Pledge Agreement and
except as the right of the Lenders to dispose of the Shares, Partnership Interests or LLC Interests
may be limited by the Securities Act of 1933, as amended, and the regulations promulgated by the
Securities and Exchange Commission thereunder and by applicable state securities laws. There are
no shareholder, partnership, limited liability company or other agreements or understandings with
respect to the shares of capital stock, Partnership Interests or LLC Interests included in the
Pledged Collateral except for the shareholder agreements, partnership agreements and limited
liability company agreements described on Schedule 6.17. The Loan Parties have delivered
true and correct copies of such partnership agreements and limited liability company agreements to
the Agent.




          SECTION 6.18 Insurance. Schedule 6.18 lists all insurance policies
and other bonds to which any Loan Party is a party as of the Closing Date, all of which, as of the
Closing Date, are valid and in full force and effect and for which no notice has been given or
claim made and no grounds exist to cancel or avoid any of such policies or bonds or to reduce the
coverage provided thereby. Such policies and bonds provide adequate coverage from reputable and
financially sound insurers in amounts sufficient to insure the assets and risks of each Loan Party
in accordance with prudent business practice in the industry of the Loan Parties and their
Subsidiaries.




          SECTION 6.19 Compliance with Laws. The Loan Parties and their Subsidiaries
are in compliance with all applicable Laws (other than Environmental Laws or Safety Laws which are
specifically addressed in Section 6.24) in all jurisdictions in which any Loan Party or
Subsidiary of any Loan Party is presently or will be doing business except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to result in any Material
Adverse Change.




          SECTION 6.20 Material Contracts; Burdensome Restrictions. Schedule
6.20 lists all material contracts relating to the business operations of each Loan Party,
including all employee benefit plans and Labor Contracts, as of the date of this Agreement. All
such material contracts are valid, binding and enforceable upon such Loan Party and each of the
other parties thereto in accordance with their respective terms, and there is no default thereunder
with respect to any Loan Party or, to any Loan Party’s actual knowledge, with respect to parties
other than such Loan Party. None of the Loan Parties is bound by any contractual obligation, or
subject to any restriction in any organization document, or any requirement
of Law which, individually or in the aggregate, could reasonably be expected to result in any
Material Adverse Change.




          SECTION 6.21 Investment Companies; Regulated Entities. None of the Loan
Parties or any 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.” None of the Loan Parties or any Subsidiaries of
any Loan Party is subject to any other Federal or state statute or regulation limiting its ability
to incur Indebtedness for borrowed money.




          SECTION 6.22 Plans and Benefit Arrangements.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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CONFIDENTIAL
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          (a) Except as set forth on Schedule 6.22, the Borrower and each other
member of the ERISA Group are in compliance in all material respects with any applicable provisions
of ERISA and the Internal Revenue Code with respect to all Benefit Arrangements, Plans and
Multiemployer Plans. There has been no Prohibited Transaction with respect to any Benefit
Arrangement or any Plan or, to the best knowledge of the Borrower and each member of the ERISA
Group, with respect to any Multiemployer Plan or Multiple Employer Plan, which could result in any
material liability of the Borrower or any other member of the ERISA Group. The Borrower and all
other members of the ERISA Group have made when due any and all payments required to be made under
any agreement relating to a Multiemployer Plan or a Multiple Employer Plan or any Law pertaining
thereto. With respect to each Plan and Multiemployer Plan, the Borrower and each other member of
the ERISA Group (A) have fulfilled in all material respects their obligations under the minimum
funding standards of ERISA, (B) have not incurred any liability to the PBGC, and (C) have not had
asserted against them any penalty for failure to fulfill the minimum funding requirements of ERISA.




          (b) To the best knowledge of the Borrower and each member of the ERISA Group, each
Multiemployer Plan and Multiple Employer Plan is able to pay benefits thereunder when due.




          (c) Neither the Borrower nor any other member of the ERISA Group has instituted or
intends to institute proceedings to terminate any Plan.




          (d) No event requiring notice to the PBGC under Section 302(f)(4)(A) of ERISA has
occurred or is reasonably expected to occur with respect to any Plan, and no amendment with respect
to which security is required under Section 307 of ERISA has been made or is reasonably expected to
be made to any Plan.




          (e) Except as set forth on Schedule 6.22, the aggregate actuarial present
value of all benefit liabilities (whether or not vested) under all Plans that are presently
sponsored by the Borrower or a member of the ERISA Group as disclosed in, and as of the date of,
the most recent actuarial report for such Plans delivered on or prior to the Closing Date, does not
exceed the aggregate fair market value of the assets of such Plans, using the actuarial assumptions
set forth in such report.




          (f) Neither the Borrower nor any other member of the ERISA Group has incurred or
reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan
or Multiple Employer Plan. Neither the Borrower nor any other member of the ERISA Group has been
notified by any Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or
Multiple Employer Plan has been terminated within the meaning of Title IV of ERISA and, to the best
knowledge of the Borrower, no Multiemployer Plan or Multiple Employer Plan is reasonably expected
to be reorganized or terminated, within the meaning of Title IV of ERISA.




          (g) To the extent that any Benefit Arrangement is insured, the Borrower and all
other members of the ERISA Group have paid when due all premiums required to be paid for all
periods through the Closing Date. To the extent that any Benefit Arrangement is funded other than
with insurance, the Borrower and all other members of the ERISA Group have made when due all
contributions required to be paid for all periods through the Closing Date.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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 CONFIDENTIAL
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          (h) All Plans, Benefit Arrangements and Multiemployer Plans have been
administered in all material respects in accordance with their terms and applicable Law.




          (i) No Foreign Subsidiary sponsors, maintains or contributes to any Plan, Benefit
Arrangement Multiple Employer Plan or Multiemployer Plan or any other similar plan which is subject
to ERISA or the Code.




          SECTION 6.23 Employment Matters. Each of the Loan Parties and each of their
Subsidiaries is in compliance with the Labor Contracts and all applicable federal, state and local
labor and employment Laws, including those related to equal employment opportunity and affirmative
action, labor relations, minimum wage, overtime, child labor, medical insurance continuation,
worker adjustment and relocation notices, immigration controls and worker and unemployment
compensation, where the failure to comply, individually or in the aggregate, could reasonably be
expected to result in any Material Adverse Change. There are no outstanding grievances,
arbitration awards or appeals therefrom arising out of the Labor Contracts or current or threatened
strikes, picketing, handbilling or other work stoppages or slowdowns at facilities of any of the
Loan Parties or any of their Subsidiaries which, individually or in the aggregate, could reasonably
be expected to result in any Material Adverse Change.




          SECTION 6.24 Environmental Matters and Safety Matters. Except as disclosed
on Schedule 6.24:




          (a) None of the Loan Parties and none of the Subsidiaries of any Loan Party have
received any Environmental Complaint, whether directed or issued to any Loan Party or relating or
pertaining to any predecessor of any such Loan Party or Subsidiary or to any prior owner, operator
or occupant of any portion of the Property which either (i) has not been fully resolved with no
further liability or obligation to any of the Loan Parties or their Subsidiaries or (ii) could
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change,
and none of such Loan Parties or Subsidiaries have knowledge of any facts to form a reasonable
belief that any such Environmental Complaint relating or pertaining to any Loan Party or any
Subsidiary of any Loan Party might be received.




          (b) No activity or operation of any Loan Party or any Subsidiary of any Loan Party
at any Property location is being or has been conducted in violation of any Environmental Law or
Environmental Permit except for violations which, if unresolved, would not impose any material
costs on any of the Loan Parties to resolve, or violations which have been fully resolved with no
further liability or obligation to any of the Loan Parties or their Subsidiaries and to the
knowledge of any such Loan Party or Subsidiary no activity or operation of any predecessor of any
such Loan Party or Subsidiary or any prior owner, operator or occupant of any portion of the
Property was conducted in violation of any Environmental Law in effect as of the date any such
predecessor, prior owner, operator or occupant conducted such activity or operation.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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 CONFIDENTIAL
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          (c) Except for Contamination which is neither reportable nor materially costly
to delineate or remediate, there is no Contamination present on, in, under or migrating from, any
portion of the Property due to the respective operations of any Loan Party or any Subsidiary or any
Loan Party, or to any Loan Party’s or Subsidiary of any Loan Party’s knowledge is any Contamination
migrating to any portion of the Property due to the operations and activities of any Person (other
than any Loan Party or any Subsidiary of any Loan Party).




          (d) Each Loan Party and each Subsidiary of each Loan Party has all Environmental
Permits except for any such Environmental Permits the absence of which (i) would not result in a
material deficiency in any Loan Party’s ability to conduct legally its operations or activities at
any portion of the Property or (ii) is reasonably likely to result in the issuance by an Official
Body of a cease and desist order (“Material Environmental Permits”), and all such Material
Environmental Permits are in full force and effect and each such Loan Party’s or Subsidiary’s
operations at the Property locations are conducted in compliance in all material respects with the
terms and conditions of such Material Environmental Permits and none of the Loan Parties has
received any written notice from an Official Body that such Official Body has or intends to
suspend, revoke or adversely alter, whether in whole or in part, any such Material Environmental
Permit.




          (e) Each Loan Party and each Subsidiary of each Loan Party has submitted to an
Official Body and/or maintains in its files, as applicable, all Environmental Records, except for
matters which, if unresolved, would not impose any material costs on any of the Loan Parties to
resolve.




          (f) No structures, improvements, equipment, fixtures, impoundments, pits, lagoons or
aboveground or underground storage tanks operated or owned by any Loan Party or any Subsidiary of
any Loan Party located on any portion of the Property contain or use, except in material compliance
with applicable Environmental Laws and Environmental Permits, if required, Regulated Substances or
otherwise are operated or maintained except in material compliance with Environmental Laws and
Environmental Permits, if required, and to the knowledge of each Loan Party and each Subsidiary of
each Loan Party, there are no other structures, improvements, equipment, fixtures, impoundments,
pits, lagoons or aboveground or underground storage tanks located on any portion of the Property
that contain, contained, use or used Regulated Substances.




          (g) To the knowledge of each Loan Party and each Subsidiary of each Loan Party, no
facility or site to which any such Loan Party or Subsidiary, either directly or indirectly by a
third party, has sent Regulated Substances generated or owned by any Loan Party or any Subsidiary
of any Loan Party for storage, treatment, disposal or other management has been or is being
operated in material violation of Environmental Laws or pursuant to Environmental Laws is
identified or proposed to be identified on any list of contaminated properties or other properties
which pursuant to applicable Environmental Laws are the subject of a Remedial Action by an Official
Body or any other Person (including any such Loan Party or Subsidiary).



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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 CONFIDENTIAL
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          (h) No portion of the Property is identified or to the knowledge of any Loan
Party or any Subsidiary of any Loan Party proposed to be identified on any list of contaminated
properties or other properties which pursuant to applicable Environmental Laws are the subject of a
Remedial Action by an Official Body or any other Person (including any such Loan Party or
Subsidiary), nor to the knowledge of any such Loan Party or Subsidiary is any property adjoining or
hydrologically connected to any portion of the Property identified or proposed to be identified on
any such list or the subject of a Remedial Action.




          (i) To the knowledge of any Loan Party or any Subsidiary of any Loan Party, no
portion of the Property constitutes an Environmentally Sensitive Area.




          (j) No lien or other encumbrance authorized by Environmental Laws exists against
any portion of the Property and none of the Loan Parties nor any Subsidiary of any Loan Party has
any knowledge of any facts to form a reasonable belief that such a lien or encumbrance may be
imposed.




          (k) Neither the transaction contemplated by the Loan Documents nor any other
transaction involving the sale, transfer or exchange of any portion of the Property will trigger or
has triggered any obligation under any applicable Environmental Laws to make a filing, provide a
notice, provide other disclosure or take any other action, or in the event that any such
transaction-triggered obligation does arise or has arisen under any applicable Environmental Laws,
all such actions required thereby have been taken in material compliance with applicable
Environmental Laws.




          (l) The activities and operations of the Loan Parties and the Subsidiaries of the
Loan Parties are being conducted in material compliance with applicable Safety Laws.




          (m) The Loan Parties and the Subsidiaries of the Loan Parties have not received any
Safety Complaints which either (i) has not been fully resolved with no further liability or
obligation to any of the Loan Parties or their Subsidiaries or (ii) could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Change, and to the knowledge of
the such Loan Parties or Subsidiaries no such Safety Complaints are being threatened and such Loan
Parties or Subsidiaries have any knowledge of any facts to form a reasonable belief that a Safety
Complaint might be received or instituted.




          (n) Each Loan Party and each Subsidiary of each Loan Party has submitted to an
Official Body and/or maintains in its files, as applicable, all Safety Filings and Records, except
for matters which, if unresolved, would not impose any material costs on any of the Loan Parties to
resolve.




          SECTION 6.25 Senior Debt Status. The Obligations of each Loan Party under
this Agreement, the Notes, the Guaranty Agreement and each of the other Loan Documents to which it
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. There is no Lien upon or with respect to any of the properties or
income of any Loan Party or Subsidiary of any Loan Party which secures indebtedness or other
obligations of any Person except for Permitted Liens.




          SECTION 6.26 Anti-Terrorism Laws.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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 CONFIDENTIAL
TREATMENT


          (a) General. None of the Loan Parties, nor any Affiliate of any Loan
Party, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law.




          (b) Executive Order No. 13224. None of the Loan Parties, nor or any
Affiliate of any Loan Party, acting or benefiting in any capacity in connection with the Loans,
Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked
Person”):





          (i) a Person that is listed in the annex to, or is otherwise subject to the
provisions of, Executive Order No. 13224;




          (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that
is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No.
13224;




          (iii) to the knowledge of any Loan Party, a Person or entity with which any Lender
is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;




          (iv) a Person or entity that commits, threatens or conspires to commit or supports
“terrorism” as defined in the Executive Order No. 13224;




          (v) a Person or entity that is named as a “specially designated national” on the
most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its
official website or any replacement website or other replacement official publication of such list;




          (vi) a person or entity who is or is affiliated with a person or entity listed above;
and




          (vii) to the knowledge of each Loan Party, no Loan Party acting in any capacity in
connection with the Loans, Letters of Credit or other transactions hereunder (A) conducts any
business or engages in making or receiving any contribution of funds, goods or services to or for
the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction
relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.



          SECTION 6.27 Solvency. After giving effect to the transactions
contemplated by this Agreement, the Loan Documents and the making of Loans and issuance of Letters
of Credit hereunder:




          (a) the fair value of the assets of each Loan Party will exceed the total amount of
liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such
Loan Party;


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          (b) the present fair salable value of the assets of each Loan Party will exceed
the probable total liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities) of each such Loan Party as they become absolute and matured;




          (c) each Loan Party will be able to pay its debts, including contingent liabilities,
as they mature and become due;




          (d) no Loan Party is nor will it be, engaged in a business for which its capital is,
or would be, unreasonably small;




          (e) no Loan Party is nor will be engaged in a business or transaction for which the
remaining assets of such Loan Party are or would be unreasonably small in relation to such business
or transaction; and




          (f) no Loan Party has incurred (by way of assumption or otherwise) any obligation
or liability (contingent, subordinated, unmatured and unliquidated or otherwise) under this
Agreement or any of the other Loan Documents, Acquisition Documents or Repurchase Documents to
which it is a party, nor has it made any conveyance pursuant to or in connection therewith, with
actual intent to hinder, delay or defraud either present or future creditors of such Loan Party.




          SECTION 6.28 Common Enterprise. The successful operation and condition of
each of the Loan Parties is dependent on the continued successful performance of the functions of
the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties
is dependent on the successful performance and operation of each other Loan Party. Each Loan Party
expects to derive benefit (and its board of directors or other governing body has determined that
it may reasonably be expected to
derive benefit), directly and indirectly, from (a) successful operations of each of the other
Loan Parties and (b) the credit extended by the Lenders to the Borrowers hereunder, both in their
separate capacities and as members of the group of companies. Each Loan Party has determined that
execution, delivery, and performance of this Agreement and any other Loan Documents to be executed
by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan
Party, and is in its best interest.




          SECTION 6.29 Brokers; Commissions. No agent, broker, investment banker,
financial advisor or other firm or Person is or will be entitled to any broker’s or finder’s fee or
any other commission or similar fee in connection with the transactions contemplated under the Loan
Documents.




ARTICLE VII




CONDITIONS PRECEDENT



     The obligation of each Lender to make Loans and of the Issuing Bank 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:


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          SECTION 7.1 Initial Loan.




          On the Closing Date:




          (a) Officer’s Certificate. The representations and warranties of each of
the Loan Parties contained in Article VI and in each of the other Loan Documents shall be
true and accurate on and as of the Closing Date with the same effect as though such representations
and warranties had been made on and as of such date (except representations and warranties which
relate solely 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), and each of the Loan Parties
shall have performed and complied with all covenants and conditions hereof and thereof, no Event of
Default or Default shall have occurred and be continuing or shall exist, and there shall be
delivered to the Agent for the benefit of each Lender a certificate of each of the Loan Parties,
dated the Closing Date and signed by the Chief Executive Officer, President, or Authorized
Financial Officer of each of the Loan Parties, to each such effect.




          (b) Secretary’s Certificate. There shall be delivered to the Agent for the
benefit of each Lender a certificate dated the Closing Date and signed by the Secretary or an
Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:





          (i) all action taken by each Loan Party in connection with this Agreement and the
other Loan Documents;




          (ii) the names of the officer or officers authorized to sign this Agreement and the
other Loan Documents and the true signatures of such officer or officers and specifying the
Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Agreement
and the true signatures of such officers, on which the Agent and each Lender may conclusively rely;
and




          (iii) copies of its organizational documents, including its certificate of
incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of
formation, and limited liability company agreement 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 and a bring-down certificate by facsimile dated the Closing Date.



          (c) Delivery of Loan Documents. The Guaranty Agreement, each Note, the
Security Agreement, the Pledge Agreement, each Control Agreement and the Intercompany Subordination
Agreement shall have each been duly executed and delivered to the Agent, together with any other
Loan Document required to be delivered on the Closing Date.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          (d) Opinion of Counsel. There shall be delivered to the Agent for the
benefit of each Lender a written opinion of K&L Gates LLP, counsel for the Loan Parties (who may
rely on the opinions of such other counsel as may be acceptable to the Agent), and from local
counsel in appropriate jurisdictions, each dated the Closing Date and in form and substance
satisfactory to the Agent and its counsel, as to such matters incident to the transactions
contemplated herein as the Agent may reasonably request.




          (e) Legal Details. All legal details and proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall be in form and
substance satisfactory to the Agent and counsel for the Agent, and the Agent shall have received
all such other counterpart originals or certified or other copies of such documents and proceedings
in connection with such transactions, in form and substance satisfactory to the Agent and said
counsel, as the Agent or said counsel may reasonably request.




          (f) Payment of Fees. The Borrower shall have paid or caused to be paid to
the Agent for itself and for the account of the Lenders, to the extent not previously paid, all
commitment and other fees accrued through the Closing Date and all costs and expenses for which the
Agent and the Lenders are entitled to be reimbursed, including, without limitation, fees of counsel
to the Agent.




          (g) Environmental Certificate. On the Closing Date the appropriate officers
of the applicable Loan Parties shall have certified to the Agent in form and substance satisfactory
to the Agent a certificate (which may be combined with the certificate described in (i) below) to
the effect that the Loan Parties have made known to the Agent all information known to them and
their Subsidiaries concerning (i) Contamination and Environmental Complaints and Safety Complaints
and the Loan Parties and their Subsidiaries’ compliance with applicable Safety Laws and the Loan
Parties and their Subsidiaries’ compliance with applicable Environmental Laws and Environmental
Permits relating to any portion of the Property and (ii) any other site for which any Loan Party or
Subsidiary of a Loan Party has received notice that it is potentially responsible for the presence
of Contamination or otherwise for the performance or cost of performance of any Remedial Actions.




          (h) Consents. All material consents required to effectuate the transactions
contemplated hereby as set forth on Schedule 6.13 shall have been obtained.




          (i) Officer’s Certificate Regarding MACs. Since December 31, 2008, no
Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no
material change in the management of any Loan Party or Subsidiary of any Loan Party; and there
shall have been delivered to the Agent for the benefit of each Lender a certificate dated the
Closing Date and signed by the Chief Executive Officer, President, or Authorized Financial Officer
of each Loan Party to each such effect.




          (j) No Violation of Laws. The making of the Loans and the issuance of the
Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          (k) No Actions or Proceedings. No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body (i) to enjoin, restrain or prohibit, or to obtain damages
in respect of, this Agreement, the other Loan Documents or the consummation of the transactions
contemplated hereby or thereby, (ii) if adversely determined could reasonably be expected to result
in a Material Adverse Change, or (iii) which, in the Agent’s sole discretion, would make it
inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan
Documents.




          (l) Insurance Policies; Certificates of Insurance; Endorsements. The Loan
Parties shall have delivered evidence acceptable to the Agent that adequate insurance in compliance
with Section 8.3 is in full force and effect and that all premiums then due thereon have
been paid, together with a certified copy of each Loan Party’s casualty insurance policy or
policies evidencing coverage satisfactory to the Agent, with additional insured and lender loss
payable special endorsements attached thereto in form and substance satisfactory to the Agent and
its counsel naming the Agent as additional insured and lender loss payee.




          (m) Lien Searches. The Agent shall have received UCC lien, tax, judgment and
bankruptcy searches with respect to each Loan Party, for such jurisdictions as the Agent may
request.




          (n) Mortgage Documents. Mortgage Documents and Ancillary Mortgage
Documents, as requested by the Agent, shall have been duly executed and delivered to the Agent or
its title company with respect to each parcel of Material Real Property.




          (o) Collateral Access Agreements. The Loan Parties shall have delivered an
executed Collateral Access Agreement from each lessor for each Material Leased Location or, in the
absence of delivery of a Collateral Access Agreement for any such Material Leased Location, shall
evidence to the Agent that a Collateral Access Agreement has been sought for such Material Leased
Location and that the Loan Parties are using all reasonable commercial efforts to obtain a
Collateral Access Agreement for such Material Leased Location.




          (p) Existing Credit Agreement. A payoff letter, satisfactory to the Agent,
setting forth the amount required in order to repay all obligations outstanding with respect to the
Existing Credit Agreement, terminating the commitments thereunder and releasing the Liens granted
to secure such obligations and commitments, together with signed copies of all documents necessary
to be filed to release any such Liens or otherwise terminate and such obligations or commitments,
and delivery to the Agent of all Collateral then held to secured any obligations under the Existing
Credit Agreement; provided that the Continuing Obligations may remain in place so long as they are
unsecured (other than as described on Schedule 9.2 hereto).




          (q) Continuing Obligations. Schedule 7.1 hereto lists, in
reasonable detail, each Continuing Obligation.




          (r) Pledged Equity Interests and Indebtedness. The Agent shall have
received (i) the certificates representing the Equity Interests pledged pursuant to the Collateral
Documents, together with an undated stock power for each such certificate executed in blank by a
duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to
the Agent pursuant to the Collateral Documents endorsed (without recourse) in blank (or accompanied
by an executed transfer form in blank) by the pledgor thereof.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          (s) Big Sandy Permits. Evidence, satisfactory to the Agent, that the
Borrower has received all material permits, local and federal, necessary for the expansion of the
Big Sandy plant in Catlettsburg, Kentucky.




          (t) Borrowing Request and Compliance Certificate. The Loan Parties shall
have delivered to the Agent (i) a Borrowing Request with respect to the initial Loan, and (ii) a
Compliance Certificate prepared as of the Closing Date.




          (u) Annual Statements and Financial Projections. The Loan Parties shall
have delivered to the Agent the Annual Statements and the Financial Projections.




          (v) Third Party Verification. The report from Natixis Bleichroeder dated
July 22, 2008, providing satisfactory verification of the opportunities for the Borrower presented
by potential requirements by state and federal authorities implementing tighter mercury-emissions
standards for coal fired power plants.




          SECTION 7.2 All Extensions of Credit. At the time of making any Loan or issuing any
Letter of Credit, it shall be condition to the obligation of any Lender or the Issuing Lender
making such Loan or issuing such Letter of Credit, that:




          (a) the representations and warranties of the Loan Parties contained in Article
VI and in the other Loan Documents shall be true on and as of the date of such additional Loan
or Letter of Credit with the same effect as though such representations and warranties had been
made on and as of such date (except representations and warranties which expressly relate solely 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) and the Loan Parties shall have performed and
complied with all covenants and conditions hereof;




          (b) no Event of Default or Default shall have occurred and be continuing or shall
exist; 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;




          (c) no Material Adverse Change shall have occurred; and;




          (d) the Borrower shall have delivered to the Agent (and the Issuing Bank, if
applicable) a duly executed and completed Loan Request or application for a Letter of Credit, as
the case may be.




ARTICLE VIII




AFFIRMATIVE COVENANTS



          The Loan Parties, jointly and severally, covenant and agree that until payment in full of the
Loans, Reimbursement Obligations and Letter of Credit Borrowings, and interest thereon, expiration
or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations
under the Loan Documents and termination of the Commitments, the Loan Parties shall comply at all
times with the following affirmative covenants:



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          SECTION 8.1 Preservation of Existence, Etc. Each Loan Party shall, and shall
cause each of its Subsidiaries to, except as otherwise expressly permitted in Section 9.6,
maintain its legal
existence as a corporation, limited partnership, limited liability company or other entity and
its license or qualification and good standing in (a) its jurisdiction of incorporation or
formation and (b) except where the failure to be so qualified could, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Change, each additional
jurisdiction in which its ownership or lease of property or the nature of its business makes such
license or qualification necessary.




          SECTION 8.2 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,
but only to the extent that failure to discharge any such liabilities would not result in any
additional liability which would adversely affect to a material extent the financial condition of
any Loan Party or Subsidiary of any Loan Party or the Collateral, provided that the Loan
Parties and their Subsidiaries will pay all such liabilities forthwith upon the commencement of
proceedings to foreclose any Lien which may have attached as security therefor.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          SECTION 8.3 Maintenance of Insurance and Bonds. 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 and financially sound insurers, including self-insurance to the
extent customary, all as reasonably determined by the Agent. At the request of the Agent, the Loan
Parties shall deliver to the Agent and each of the Lenders (x) on the Closing Date and annually
thereafter an original certificate of insurance signed by the Loan Parties’ independent insurance
broker describing and certifying as to the existence of the insurance on the Collateral required to
be maintained by this Agreement and the other Loan Documents, together with a copy of the
endorsement described in the next sentence attached to such certificate and (y) from time to time a
summary schedule indicating all insurance then in force with respect to each of the Loan Parties.
Such policies of insurance shall contain special endorsements, in form and substance acceptable to
the Agent, which shall (i) specify the Agent as an additional insured and lender loss payee as its
interests may appear, with the understanding that any obligation imposed upon the insured
(including the liability to pay premiums) shall be the sole obligation of the applicable Loan
Parties and not that of the insured, (ii) provide that the interest of the Lenders shall be insured
regardless of any breach or violation by the applicable Loan Parties of any warranties,
declarations or conditions contained in such policies or any action or inaction of the applicable
Loan Parties or others insured under such policies, (iii) provide a waiver of any right of the
insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise,
(iv) provide that any and all rights of subrogation which the insurers may have or acquire shall
be, at all times and in all respects, junior and subordinate to the prior payment in full of the
Indebtedness hereunder and that no insurer shall exercise or assert any right of subrogation until
such time as the Indebtedness hereunder has been paid in full and the Commitments have terminated,
(v) provide, except in the case of public liability insurance and workmen’s compensation insurance,
that all insurance proceeds for losses of less than $5,000,000 shall be adjusted with and payable
to the applicable Loan Parties and that all insurance proceeds for losses of $5,000,000 or more
shall be adjusted with and payable to the Agent, (vi) include effective waivers by the insurer of
all claims for insurance premiums against the Agent, (vii) provide that no cancellation of such
policies for any reason (including non-payment of premium) nor any change therein shall be
effective until at least thirty (30) days after receipt by the Agent of written notice of such
cancellation or change, (viii) be primary without right of contribution of any other insurance
carried by or on behalf of any additional insureds with respect to their respective interests in the
Collateral, and (ix) provide that inasmuch as the policy covers more than one insured, all terms,
conditions, insuring agreements and endorsements (except limits of liability) shall operate as if
there were a separate policy covering each insured. The applicable Loan Parties shall notify the
Agent promptly of any occurrence causing a material loss or decline in value of the Collateral and
the estimated (or actual, if available) amount of such loss or decline. Any monies received by the
Agent constituting insurance or condemnation proceeds may, upon the occurrence and during the
continuation of any Default or Event of Default, at the option of the Agent, be applied by the
Agent to the payment of the Loans in such manner as the Agent may reasonably determine. Absent any
Default or Event of Default such monies shall be disbursed to the applicable Loan Parties. Each
Loan Party shall, and shall cause each of its Subsidiaries to, maintain bonds in such amounts and
types as are reasonably necessary for the continued operation of each such Loan Party’s business as
conducted on the Closing Date and as maintained by similar companies in similar circumstances
carrying on similar businesses, all as reasonably determined by the Agent.




          SECTION 8.4 Maintenance of Properties and Leases. Each Loan Party shall, and shall
cause each of its Subsidiaries to, maintain in good repair, working order and condition in
accordance with the commercially prudent practices, 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.




          SECTION 8.5 Maintenance of Patents, Trademarks, Etc. Each Loan Party shall, and
shall cause each of its Subsidiaries to, maintain in full force and effect all patents, trademarks,
service marks, trade names, copyrights, licenses, franchises, permits and other authorizations
necessary for the ownership and operation of its properties and business if the failure so to
maintain the same, individually or in the aggregate, could reasonably be expected to result in any
Material Adverse Change.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          SECTION 8.6 Visitation Rights. Each Loan Party shall, and shall cause each of its
Subsidiaries to, permit any of the officers or authorized employees or representatives of the 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 Lenders may reasonably
request, provided that each Lender shall provide the Borrower and the Agent with reasonable
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 Agent. The costs and expenses relating to any visitation,
inspection or audit will be borne by the applicable Lenders, absent an Event of Default.




          SECTION 8.7 Keeping of Records and Books of Account. Each Loan Party shall, and shall
cause each Subsidiary of such Loan Party to, maintain and keep proper books of record and account
which enable such Loan Party 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
such Loan Party or any Subsidiary of such Loan Party, and in which full, true and correct entries
shall be made in all material respects of all its dealings and business and financial affairs.




          SECTION 8.8 Plans and Benefit Arrangements. The Borrower shall, and shall cause each
other member of the ERISA Group to, comply with ERISA, the Internal Revenue Code and other
applicable Laws applicable to Plans and Benefit Arrangements except where such failure,
individually or in the aggregate, could not reasonably be expected to result in any Material
Adverse Change. Without limiting the generality of the foregoing, the Borrower shall cause all of
its Plans and all Plans maintained by any member of the ERISA Group to be funded in accordance with
the minimum funding requirements of ERISA and the Internal Revenue Code and shall make, and cause
each member of the ERISA Group to make, in a timely manner, all contributions due to Plans, Benefit
Arrangements and Multiemployer Plans.




          SECTION 8.9 Compliance with Laws. Each Loan Party shall, and shall cause each of its
Subsidiaries to, comply:




          (a) with all applicable Laws in all respects, provided that it shall not be
deemed to be a violation of this Section 8.9 if any failure to comply with any Law would
not (i) result in fines, penalties, and other similar liabilities or injunctive relief which,
individually or in the aggregate, could reasonably be expected to result in any Material Adverse
Change and (ii) violate subsection (b) below; and




          (b) and cause all lessees and other Persons operating or occupying its properties to
comply, in all material respects, with all applicable Environmental Laws and Environmental Permits
except such non-compliance as does not materially impair the value of the properties as to which
such non-compliance relates; obtain and renew all Environmental Permits necessary for its
operations and properties; and conduct any investigation, study, sampling and testing, and
undertake any cleanup, removal, remedial or other action necessary to remove and clean up any
Contaminations or Regulated Substances from any of its properties, as required by Environmental
Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to
undertake any such cleanup, removal, remedial or other action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and appropriate reserves are being
maintained with respect to such circumstances in accordance with GAAP.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          SECTION 8.10 Use of Proceeds. The Loan Parties will use the Letters
of Credit and the proceeds of the Loans only for (a) the acquisition, retirement, settlement or
conversion of the Convertible Notes, (b) the refinancing of Indebtedness under the Existing Credit
Agreement, and (c) the ongoing general corporate and working capital needs of the Loan Parties,
including Capital Expenditures and permitted acquisitions. The Loan Parties shall not use the
Letters of Credit or the proceeds of the Loans for any purposes which contravenes any applicable
Law or any provision hereof.




          SECTION 8.11 Subordination of Intercompany Loans. The Borrower shall
cause any intercompany Indebtedness, loans or advances owed by the Borrower or any of its
Subsidiaries to the Borrower or any of its Subsidiaries to be subordinated pursuant to the terms of
the Intercompany Subordination Agreement.




          SECTION 8.12 Tax Shelter Regulations. None of the Loan Parties intends to
treat the Loans and/or Letters of Credit and related transactions as being a “reportable
transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event any of the
Loan Parties determines to take any action inconsistent with such intention, the Borrower will
promptly (a) notify the Agent thereof, and (b) deliver to the Agent a duly completed copy of IRS
Form 8886 or any successor form. If the Borrower so notifies the Agent, the Borrower acknowledges
that one or more of the Lenders may treat its Loans and/or Letters of Credit as part of a
transaction that is subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders,
as applicable, will maintain the lists and other records required by such Treasury Regulation.




          SECTION 8.13 Anti-Terrorism Laws. The Loan Parties and their respective
Affiliates and agents shall not knowingly (a) conduct any business or engage in any transaction or
dealing with any Blocked Person, including the making or receiving any contribution of funds, goods
or services to or for the benefit of any Blocked Person, (b) deal in, or otherwise engage in any
transaction relating to, any property or interests in property blocked pursuant to Executive Order
No. 13224, or (c) engage in or conspire to engage in any transaction that evades or avoids, or has
the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in
Executive Order No. 13224 or the USA Patriot Act. The Borrower shall deliver to the Lenders any
certification or other evidence requested from time to time by any Lender in its sole discretion,
confirming the Loan Parties’ compliance with this Section 8.13.




          SECTION 8.14 Interest Rate Protection. If on the Conversion Date the Term
Loan Commitments are $20,000,000 or greater, then, within thirty (30) calendar days after the
Conversion Date, the Borrower shall have entered into an Interest Rate Hedge with a financial
institution acceptable to the Agent for an initial period of two (2) years in an amount equal to at
least 50% of the Term Loans (subject to amortization), and with such other terms and conditions,
including the strike price, as shall be acceptable to the Agent.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
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          SECTION 8.15 Deposit Accounts. On the Closing Date (or not later
than one-hundred eighty (180) days thereafter with respect to any lockbox or collection account),
each of the Loan Parties will establish and thereafter maintain with the Agent or such other Lender
as the Agent may consent to (such consent not to be unreasonably withheld), its principal
depository bank and primary deposit and operating accounts, including accounts for the maintenance
of operating, administrative, cash management, lockbox and collection activity, and any other
deposit accounts customarily used for the conduct of its business (other than any deposit accounts
maintained by any Loan Party at a bank branch located outside of the United States). No Loan Party
shall open or maintain any deposit or operating account described above with any banking
institution other than the Agent without the delivery of a Control Agreement with respect thereto.
Each Loan Party shall promptly notify the Agent of the closing of any deposit account described
above. Upon the closing of any deposit account described above, all amounts held in such deposit
account shall be wired, or otherwise transferred in immediately available funds in a manner
satisfactory to the Agent, to a Collateral Deposit Account.




          SECTION 8.16 Additional Collateral; Further Assurances.




          (a) Subject to applicable law, the Borrower and each other Loan Party shall cause
each of its Domestic Subsidiaries (other than any Inactive Domestic Subsidiaries) formed or
acquired after the date of this Agreement, and any Domestic Subsidiary that at any time ceases to
be a Inactive Domestic Subsidiary, to become a Loan Party by executing a Guarantor Joinder. Upon
execution and delivery thereof, each such Person (i) shall automatically become a Guarantor
hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such
capacity under the Loan Documents and (ii) will grant Liens to the Collateral Agent in (A) any
personal property of such Loan Party and (B) at the request of the Agent, any Real Property located
in the United States. The Loan Parties shall deliver such Guarantor Joinder and related documents
(as described below) to the Agent within five (5) Business Days after its formation or acquisition.




          (b) The Borrower and each other Loan Party will cause 100% of the issued and
outstanding Equity Interests of each Domestic Subsidiary to be subject at all times to a first
priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of
the Pledge Agreement.




          (c) Without limiting the foregoing, the Borrower will, and will cause each of the
other Loan Parties to, execute and deliver, or cause to be executed and delivered, to the Agent
such documents, agreements and instruments, and will take or cause to be taken such further actions
(including the filing and recording of financing statements, fixture filings, mortgages, deeds of
trust, debentures and other documents and such other actions or deliveries of the type required by
Section 7.1, as applicable modified as appropriate to relate to such Subsidiary), which may
be required by law or which the Agent may, from time to time, reasonably request to carry out the
terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and
priority of the Liens created or intended to be created by the Collateral Documents, all at the
expense of the Loan Parties.



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          (d) If any material assets (including any Material Real Property or
improvements thereto or any interest therein) are acquired after the Closing Date by any Loan Party
(other than assets constituting Collateral under the Security Agreement that become subject to the
Lien in favor of the Collateral Agent upon acquisition thereof), the applicable Loan Party will
notify the Agent thereof, and, if requested by the Agent, the applicable Loan Party will cause such
assets to be subjected to a Lien securing the Secured Obligations and will take such actions as
shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, including
actions described in paragraph (b) of this Section, all at the expense of the Loan Parties.




          (e) Notwithstanding anything herein to the contrary, any Subsidiary that guarantees
the Convertible Notes shall be required to become a Guarantor simultaneously with its guaranty of
the Convertible Notes and to satisfy the other conditions of this Section 8.16.




          (f) If any Subsidiary of a Loan Party that has been designated as an Inactive
Domestic Subsidiary shall cease to be dormant and shall start to conduct any business or generate
any sales or shall at any time own, or have rights to assets with a fair market value in excess of
$500,000, then, the Borrower shall send prompt written notice of such activities to the Agent and
shall cause such Subsidiary to satisfy the conditions set forth in this Section 8.16 above
for Subsidiaries.




          (g) Each Loan Party shall, from time to time, at its expense, faithfully preserve
and protect the Agent’s Lien on and Prior Security Interest in the Collateral as a continuing first
priority perfected Lien, subject only to Permitted Encumbrances, and shall do such other acts and
things as the Agent in its sole discretion may deem necessary or advisable from time to time in
order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise
and enforce its rights and remedies thereunder with respect to the Collateral.




ARTICLE IX




NEGATIVE COVENANTS



          The Loan Parties, jointly and severally, covenant and agree that until payment in full of the
Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon, expiration
or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations
hereunder and termination of the Commitments, the Loan Parties shall comply at all times with the
following negative covenants:




          SECTION 9.1 Indebtedness. 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 Indebtedness,
except:




          (a) The Secured Obligations;


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          (b) Indebtedness (i) of a Loan Party to another Loan Party, (ii) of a Loan
Party to any wholly owned Subsidiary of a Loan Party, or (iii) of any Foreign Subsidiary to another
Foreign Subsidiary, which is, in any case, subordinated in accordance with the provisions of
Section 8.11;




          (c) the Convertible Notes issued and outstanding as of the Closing Date;




          (d) Indebtedness owed to any Person providing workers’ compensation, health,
disability or other employee benefits or property, casualty or liability insurance, pursuant to
reimbursement or indemnification obligations to such person, in each case incurred in the ordinary
course of business;




          (e) Indebtedness owed to any Person in respect of performance bonds, bid bonds,
appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of
business;




          (f) Indebtedness of the Borrower’s Foreign Subsidiary, Calgon Carbon (Tianjin) Co.,
Ltd., so long as the aggregate principal amount of such Indebtedness outstanding does not, at any
time, exceed the Dollar Equivalent of $2,500,000, and any Guaranty by the Borrower or any
Subsidiary of such Indebtedness;




          (g) Indebtedness of the Borrower to support the Belgium Economic Development
Project, so long as the aggregate principal amount of such Indebtedness outstanding does not, at
any time, exceed €6,500,000, and any Guaranty by any Subsidiary of such Indebtedness;




          (h) any Guaranty by the Borrower or any Subsidiary of Indebtedness of the CMCC Joint
Venture, so long as the aggregate principal amount of such Indebtedness outstanding which is
secured by any such Guaranty does not, at any time, exceed the Dollar Equivalent of $12,500,000;




          (i) any Existing Letters of Credit; and




          (j) any other existing Indebtedness as set forth on Schedule 9.1 (including
any extensions or renewals thereof), together with, without duplication, any Guarantees, Capital
Lease Obligations, Purchase Money Security Interests and other Indebtedness incurred after the
Closing Date (including any Indebtedness which is described in any preceding paragraph in this
Section 9.1, but is in excess of the maximum amount described therein), so long as the
aggregate principal amount (or guaranteed lease payment amount with respect to non-capital leases)
of all such Indebtedness outstanding does not, at any time, exceed $30,000,000.




          SECTION 9.2 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:




          (a) Permitted Encumbrances;



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          (b) so long as the principal amount secured thereby is not hereafter increased,
and no additional assets become subject to such Lien, any Lien existing on the date of this
Agreement and described on Schedule 9.2;




          (c) Liens of a collecting bank arising in the ordinary course of business under
Section 4-208 of the UCC in effect in the relevant jurisdiction covering only the items being
collected upon;




          (d) Liens granted by the Borrower on the Belgium Economic Development Project and
related proceeds, to secure the Indebtedness described in Section 9.1(g);




          (e) Other Liens, secured by Indebtedness permitted under Section 9.1(j),
incurred to finance the acquisition, construction or improvement of any fixed or capital assets
(whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and
any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a Lien on any such
assets prior to the acquisition thereof; provided that (i) such Indebtedness is incurred prior to
or within 90 days after such acquisition or the completion of such construction or improvement and
(ii) the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed
$15,000,000 at any time outstanding;




          (f) filings against Foreign Subsidiaries in favor of JPMorgan made to perfect Liens
granted under the Existing Credit Facility, to the extent that (i) no obligations are secured
thereby and (ii) such filings are all released and terminated of record not later than June 15,
2009; and




          (g) cash collateral pledged to JPMorgan under (i) that certain LC Cash Collateral
Deposit Agreement, dated as of May 8, 2009, and (ii) that certain First Amendment, dated as of
April 28, 2009, to 2002 ISDA Master Agreement dated as of September 15, 2006, each as in effect on
the Closing Date, to secure the Loan Parties obligations, respectively with respect to the Existing
Letters of Credit and the Existing Swap Agreements, to the extent such cash collateral is in an
amount not in excess of $20,000,000, in the aggregate, for all such obligations.




          SECTION 9.3 Guaranties. Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any
Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain
directly or contingently liable upon or with respect to any obligation or liability of any other
Person, except for Indebtedness permitted under Section 9.1 hereof.




          SECTION 9.4 Loans and Investments. Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, at any time make or suffer to remain outstanding any loan or
advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any
partnership interest (whether general or limited) or limited liability company interest in, or any
other investment or interest in, or make any capital contribution to, any other Person, or agree,
become or remain liable to do any of the foregoing, except:



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          (a) trade credit extended on usual and customary terms in the ordinary course
of business;




          (b) advances to employees to meet expenses incurred by such employees in the
ordinary course of business;




          (c) Permitted Investments;




          (d) loans and advances to and investments in Loan Parties;




          (e) loans and advances to and investments in Foreign Subsidiaries by other Foreign
Subsidiaries which are not obligations of, or recourse to, any Loan Party (as Indebtedness, by
Guaranty or otherwise);




          (f) loans to employees (other than shareholders and other than expense advances made
pursuant to clause (b)) of any of the Loan Parties or their Subsidiaries that (i) have a term of
five (5) years or less; and (ii) are in individual amounts equal to or less than $500,000 and in an
aggregate equal to or less than $1,000,000; provided, however, that any such loans
in the amount equal to or greater than $50,000 shall be evidenced by a written promissory note;




          (g) investments permitted under Section 9.6 hereof;




          (h) loans and investments described on Schedule 9.4 hereto; and




          (i) other loans and advances to and investments in Foreign Subsidiaries, Inactive
Domestic Subsidiaries, partnerships and joint ventures in an aggregate amount not in excess of
$10,000,000 at any time outstanding.




          SECTION 9.5 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 any of its Equity Interests on account of
the purchase, redemption, retirement or acquisition of any of its Equity Interests, except for:




          (a) dividends or other distributions payable to another Loan Party or wholly-owned
Subsidiary of a Loan Party; and




          (b) other dividends or other distributions (including common stock repurchases)
payable by the Borrower in an aggregate amount not in excess of 50% of cumulative net after tax
earnings of the Borrower following the Closing Date so long as (i) no Event of Default or Default
exists or would result therefrom, (ii) immediately following any such payment there is minimum
availability under the Revolver of $20,000,000, and (iii) the Borrower provides to the Agent a
written certification with respect to the compliance of such transaction with all such terms, not
later than five (5) Business Days prior to such transaction.



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          SECTION 9.6 Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan
Parties shall not, and shall not permit any of its 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, except that:




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




          (b) any Loan Party other than the Borrower may consolidate with, merge into, or
acquire assets of another Person who is principally engaged in a business permitted hereunder (a
“Target”), and who, in each case, immediately thereafter becomes a Loan Party, so long as:





          (i) no Event of Default or Default exists or would result therefrom;




          (ii) immediately following any payment made with respect thereto there is minimum
availability under the Revolving Credit Commitment of $20,000,000;




          (iii) the total consideration, in aggregate, paid for all such transactions in any
fiscal year of the Borrower does not exceed 20% of Net Worth (as reported in the most recent
Compliance Certificate);




          (iv) the total consideration, in aggregate, paid for all such transactions does not
exceed 35% of Net Worth (as reported in the most recent Compliance Certificate);




          (v) at the time of such merger, consolidation or acquisition, either (A) the Target
was (1) solvent and (2) had positive pre-tax net income (under GAAP) for the immediately preceding
trailing twelve month period, or (B) if the Target did not meet the criteria set forth in (A), then
the total consideration paid for such transaction, together with the aggregate consideration paid
for all
similar transactions (1) in any fiscal year of the Borrower does not exceed $10,000,000 and
(2) does not exceed $20,000,000 in the aggregate during the term of this Agreement; and




          (vi) the Borrower provides to the Agent a written certification with respect to the
compliance of such transaction with all such terms, not later than five (5) Business Days prior to
such transaction;



          (c) Any Inactive Domestic Subsidiary may be dissolved or merged or consolidated into
any Loan Party; and




          (d) Any Foreign Subsidiary (which is not a Loan Party) may be merged or consolidated
into any other Foreign Subsidiary.




          SECTION 9.7 Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall
not, and shall not permit any of its 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 any 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:



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




          (b) 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;




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




          (d) any sale, transfer or lease of assets in the ordinary course of business which
are replaced by substitute assets acquired or leased within the parameters of Section 9.15,
provided such substitute assets are subject to the Lenders’ Prior Security Interest; and




          (e) any other sale, transfer or lease of assets not described above, so long as (i)
no Event of Default or Default exists or would result therefrom, (ii) the aggregate book value of
such assets (net of depreciation) sold, transferred or leased during any fiscal year does not
exceed $10,000,000, (iii) the aggregate book value of such assets (net of depreciation) sold,
transferred or leased on or after the Closing Date does not exceed $25,000,000, and (iv) the
Borrower provides to the Agent a written certification with respect to the compliance of such
transaction with all such terms, not later than five (5) Business Days prior to such transaction.




          SECTION 9.8 Affiliate Transactions. Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, enter into or carry out any transaction (including purchasing
property or services from or selling property or services to any Affiliate of any Loan Party or
other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered
into in the ordinary course of business upon fair and reasonable arm’s-length terms and is in
accordance with all applicable Law.




          SECTION 9.9 Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties
shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly
any Subsidiaries other than: (a) any Domestic Subsidiary (other than any Inactive Domestic
Subsidiary) which has joined this Agreement as Guarantor on the Closing Date; (b) any Domestic
Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to
Section 8.16; (c) any Foreign
Subsidiary existing as of the Closing Date; and (d) any Foreign Subsidiary created or acquired
after the Closing Date in compliance with this Agreement (including, without limitation,
Section 9.4 hereof). Each of the Loan Parties shall not, other than to the extent
permitted under Section 9.4 hereof, become or agree to: (i) become a general or limited
partner in any general or limited partnership, except that the Loan Parties may be general or
limited partners in other Loan Parties; (ii) become a member or manager of, or hold a limited
liability company interest in, a limited liability company, except that the Loan Parties may be
members or managers of, or hold limited liability company interests in, other Loan Parties; or
(iii) become a joint venturer or hold a joint venture interest in any joint venture.



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          SECTION 9.10 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 those businesses conducted and operated by such Loan Party or Subsidiary during the fiscal
year ended December 31, 2008, substantially as conducted and operated by such Loan Party or
Subsidiary during the present fiscal year, and businesses reasonably related thereto, and such Loan
Party or Subsidiary shall not permit any fundamental change in such business.




          SECTION 9.11 Plans and Benefit Arrangements. Each of the Loan Parties
shall not, and shall not permit any of its Domestic Subsidiaries to:




          (a) fail to satisfy the minimum funding requirements of ERISA and the Internal
Revenue Code with respect to any Plan;




          (b) request a minimum funding waiver from the Internal Revenue Service with respect
to any Plan;




          (c) engage in a Prohibited Transaction with any Plan, Benefit Arrangement or
Multiemployer Plan which, alone or in conjunction with any other circumstances or set of
circumstances resulting in liability under ERISA, which, individually or in the aggregate, could
reasonably be expected to result in any Material Adverse Change;




          (d) fail to make when due any contribution to any Multiemployer Plan that the
Borrower or any member of the ERISA Group may be required to make under any agreement relating to
such Multiemployer Plan, or any Law pertaining thereto;




          (e) withdraw (completely or partially) from any Multiemployer Plan or withdraw (or
be deemed under Section 4062(e) of ERISA to withdraw) from any Multiple Employer Plan, where any
such withdrawal is likely to result in a material liability of the Borrower or any member of the
ERISA Group;




          (f) terminate, or institute proceedings to terminate, any Plan, where such
termination is likely to result in a material liability to the Borrower or any member of the ERISA
Group;




          (g) make any amendment to any Plan with respect to which security is required under
Section 307 of ERISA; or




          (h) fail to give any and all notices and make all disclosures and governmental
filings required under ERISA or the Internal Revenue Code, where such failure to do so,
individually or in the aggregate, could reasonably be expected to result in any Material Adverse
Change.



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          SECTION 9.12 Fiscal Year. No Loan Party shall, and no Loan Party
shall permit any Subsidiary of any Loan Party to, change its fiscal year from the twelve-month
period beginning January 1 and ending December 31.




          SECTION 9.13 Swap Agreements. No Loan Party will, nor will it permit any
of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to
hedge or mitigate risks to which the Borrower or any Subsidiary thereof has actual exposure (other
than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), and (b) Swap
Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed
to floating rates, from one floating rate to another floating rate or otherwise) with respect to
any interest-bearing liability or investment of the Borrower or any Subsidiary thereof.




          SECTION 9.14 Sale and Leaseback Transactions. No Loan Party will, nor
will it permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly,
whereby it shall sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes as the property sold
or transferred, to the extent that the amount paid in connection with any of the above described
transactions is, in the aggregate, in a amount in excess of $1,000,000.




          SECTION 9.15 Changes in Material Documents. Each of the Loan Parties
shall not, and shall not permit any of its Domestic Subsidiaries to (a) amend in any 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, (b) the documentation
governing any material Indebtedness or (c) the Convertible Note Indenture, without, in any case,
providing at least thirty (30) calendar days’ prior written notice to the Agent (or such lesser
notice as agreed to by the Agent) and, in the event such change would be adverse to the Lenders, as
determined by the Agent in its sole discretion, obtaining the prior written consent of the Required
Lenders.




          SECTION 9.16 Capital Expenditures. Each of the Loan Parties shall not,
and shall not permit any of its Subsidiaries to, make any Capital Expenditures other than Capital
Expenditures: (a) for the purpose of completing the Capital Plan and the Columbus Remediation, so
long as all such expenditures incurred from January 1, 2009 through the Term Loan Maturity Date for
the Capital Plan and any Unanticipated Remediation are in an aggregate amount not in excess of
$194,100,000; provided that, up to $20,000,000, in the aggregate, of such amount may be used for
projects not set forth on Schedule 9.16 hereto; (b) which represent acquisitions described
in and permitted under Section 9.6(b) hereof; and (c) and other Capital Expenditures made
after December 31, 2011, so long as such expenditures are in an aggregate amount not in excess of
$25,000,000 in any fiscal year.




          SECTION 9.17 Minimum Interest Coverage Ratio. The Loan Parties shall not
permit the Interest Coverage Ratio, calculated as of the last day of each fiscal quarter for the
four (4) fiscal quarters then ended, to be less than 2.50 to 1.0.



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          SECTION 9.18 Maximum Leverage Ratio. The Loan Parties shall not at
any time permit the Leverage Ratio, as of the last day of each fiscal quarter (the “test date”) for
the four (4) fiscal quarters then ended, to exceed on any such test date the ratio set forth below
for the period, to the left of such ratio, in which such test date appears:




	 	 	 	 	 
	Period	 	Ratio
	On the Closing Date
	 	2.75 to 1.0
	 
	 	 	 	 
	From the day immediately following the Closing Date through
March 30, 2012
	 	 	2.75 to 1.0	 
	 
	 	 	 	 
	From March 31, 2012 and thereafter
	 	 	2.50 to 1.0	 






          SECTION 9.19 Minimum Net Worth. The Loan Parties shall not permit Net
Worth, at any time, to be less than the sum of (a) $230,000,000, (b) 50% of aggregate amount of Net
Income calculated for each fiscal quarter in which Net Income was earned (as opposed to a net
loss), commencing with the fiscal quarter ending March 31, 2009 (through the date of
determination), and (c) 100% of the net proceeds from all sales by the Borrower of Equity Interests
in the Borrower made after the Closing Date.




          SECTION 9.20 Negative Pledges. No Loan Party shall directly or indirectly
enter into or assume or become bound by, or permit any Subsidiary to enter into or assume or become
bound by, any agreement (other than this Agreement and the other Loan Documents), or any provision
of any certificate of incorporation, bylaws, partnership agreement, operating agreement or other
organizational formation or governing document (a) either (i) granting or permitting or (ii)
prohibiting the creation or assumption of, any Lien or encumbrance upon any such Loan Party’s or
Subsidiary’s Intellectual Property or Equity Interest in any Foreign Subsidiary, whether now owned
or hereafter created or acquired, (b) which prohibits or otherwise restricts its ability 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 any of
its Equity Interests on account of the purchase, redemption, retirement or acquisition of any of
its Equity Interests, or (c) otherwise prohibiting or restricting any transaction contemplated
hereby; provided that the foregoing shall not apply to (A) restrictions and conditions
imposed by any Law or by any Loan Document, or (B) any Lien in favor of the Agent to secured all or
any portion of the Secured Obligations.




ARTICLE X




REPORTING REQUIREMENTS



          The Loan Parties, jointly and severally, covenant and agree that until payment in full of the
Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon, expiration
or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations
hereunder and under the other Loan Documents and termination of the Commitments, the Loan Parties
will furnish or cause to be furnished to the Agent and each of the Lenders:


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          SECTION 10.1 Quarterly Financial Statements. As soon as available
and in any event within sixty (60) calendar days after the end of each of the first (3) three
fiscal quarters in each fiscal year, financial statements of the Borrower on a Consolidated Basis,
consisting of an unaudited consolidated (and consolidating) balance sheet as of the end of such
fiscal quarter and related unaudited consolidated (and consolidating as to income) 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, or Authorized
Financial Officer of the Borrower 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, together with an analysis of the
financial performance during such quarter relative to the budgets provided pursuant to Section
10.7(a).




          SECTION 10.2 Annual Financial Statements. As soon as available and in any
event within one hundred twenty (120) calendar days after the end of each fiscal year of the Loan
Parties, consolidated financial statements of the Borrower on a Consolidated Basis consisting of an
audited consolidated (and unaudited consolidating) balance sheet as of the end of such fiscal year,
and related audited consolidated (and unaudited consolidating as to income) 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 (a) as to the audited materials, by independent certified public
accountants of nationally recognized standing satisfactory to the Agent and (b) as to the unaudited
materials, by the Chief Executive Officer, President, or Authorized Financial Officer of the
Borrower. 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.




          SECTION 10.3 Certificate of the Borrower. Concurrently with the financial
statements of the Loan Parties furnished to the Agent and to the Lenders pursuant to Section
10.1 and Section 10.2 a certificate (each a “Compliance Certificate”) of the
Borrower signed by the Chief Executive Officer, President, or Authorized Financial Officer of the
Borrower, in substantially the form of Exhibit E hereto, to the effect that, except as
described pursuant to Section 10.4, (a) the representations and warranties of the Loan
Parties contained in Article VI and in the other Loan Documents are true on and as of the
date of such certificate with the same effect as though such representations and warranties had
been made on and as of such date (except representations and warranties which expressly relate
solely to an earlier date or time) and the Loan Parties have performed and complied with all
covenants and conditions hereof, (b) no Event of Default or Default exists and is continuing on the
date of such certificate and (c) containing calculations in sufficient detail to demonstrate
compliance as of the date of such financial statements with all financial covenants contained in
Article IX.


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          SECTION 10.4 Notice of Default. Promptly after any officer of any
Loan Party has learned of the occurrence of an Event of Default or Default, a certificate signed by
the Chief Executive Officer, President, or Authorized Financial Officer of such Loan Party setting
forth the details of such Event of Default or Default and the action which such Loan Party proposes
to take with respect thereto.




          SECTION 10.5 Notice of 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 or which relate to the
Collateral, involve a claim or series of claims in excess of $1,000,000 or which, individually or
in the aggregate, could reasonably be expected to result in any Material Adverse Change.




          SECTION 10.6 Certain Events. Written notice to the Agent:




          (a) at least thirty (30) calendar days prior thereto, with respect to any proposed
sale or transfer of assets pursuant to Section 9.7.




          (b) within the time limits set forth in Section 9.14, any amendment to the
organizational documents of any Loan Party;




          (c) at least thirty (30) calendar days prior thereto, any movement of inventory to
any Loan Party’s location (not then subject to a Mortgage or Collateral Access Agreement), which
would result such location being a Material Leased Location; and




          (d) promptly upon knowledge thereof, any Material Adverse Change.




          SECTION 10.7 Budgets, Other Reports and Information. Promptly upon their
becoming available to any Loan Party:




          (a) the annual budget of the Loan Parties, to be supplied not later than January 15
of the fiscal year to which such budget is applicable;




          (b) any reports including management letters submitted to any Loan Party by
independent accountants in connection with any annual, interim or special audit;




          (c) any reports, notices or proxy statements generally distributed by any Loan Party
to its stockholders on a date no later than the date supplied to such stockholders;




          (d) any regular or periodic reports, including Forms 10-K, 10-Q and 8-K,
registration statements and prospectuses, filed by any Loan Party with the Securities and Exchange
Commission;




          (e) a copy of any material order in any proceeding to which any Loan Party or any
Subsidiary of any Loan Party is a party issued by any Official Body; and


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          (f) such other reports and information as any of the Lenders may from time to
time reasonably request.




          SECTION 10.8 Tax Shelter Provisions. Promptly after any of the Loan
Parties determines that it intends to treat any of the Loans, Letters of Credit or related
transactions as being a “reportable transaction” as provided in Section 8.12:




          (a) a written notice of such intention to the Agent; and




          (b) a duly completed copy of IRS Form 8886 or any successor form.




          SECTION 10.9 Notices Regarding Plans and Benefit Arrangements; Certain
Events. Promptly upon becoming aware of the occurrence thereof, notice (including the nature of
the event and, when known, any action taken or threatened by the Internal Revenue Service or the
PBGC with respect thereto) of:




          (a) any Reportable Event with respect to the Borrower or any other member of the
ERISA Group (regardless of whether the obligation to report said Reportable Event to the PBGC has
been waived);




          (b) any Prohibited Transaction which could subject the Borrower or any other member
of the ERISA Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed
by Section 4975 of the Internal Revenue Code in connection with any Plan, any Benefit Arrangement
or any trust created thereunder;




          (c) any assertion of material withdrawal liability with respect to any Multiemployer
Plan;




          (d) any partial or complete withdrawal from a Multiemployer Plan by the Borrower or
any other member of the ERISA Group under Title IV of ERISA (or assertion thereof), where such
withdrawal is likely to result in material withdrawal liability;




          (e) any cessation of operations (by the Borrower or any other member of the ERISA
Group) at a facility in the circumstances described in Section 4062(e) of ERISA;




          (f) withdrawal by the Borrower or any other member of the ERISA Group from a
Multiple Employer Plan, where such withdrawal is likely to result in material withdrawal liability;




          (g) a failure by the Borrower or any other member of the ERISA Group to make a
payment to a Plan required to avoid imposition of a Lien under Section 302(f) of ERISA;




          (h) the adoption of an amendment to a Plan requiring the provision of security to
such Plan pursuant to Section 307 of ERISA; or


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          (i) any change in the actuarial assumptions or funding methods used for any
Plan, where the effect of such change is to materially increase or materially reduce the unfunded
benefit liability or obligation to make periodic contributions.




          SECTION 10.10 Notices of Involuntary Termination and Annual Reports.
Promptly after receipt thereof, copies of (a) all notices received by the Borrower or any other
member of the ERISA Group of the PBGC’s intent to terminate any Plan administered or maintained by
the Borrower or any member of the ERISA Group, or to have a trustee appointed to administer any
such Plan, and (b) at the request of the Agent or any Lender each annual report (IRS Form 5500
series) and all accompanying schedules, the most recent actuarial reports, the most recent
financial information concerning the financial status of each Plan administered or maintained by
the Borrower or any other member of the ERISA Group, and schedules showing the amounts contributed
to each such Plan by or on behalf of the Borrower or any other member of the ERISA Group in which
any of their personnel participate or from which such personnel may derive a benefit, and each
Schedule B (Actuarial Information) to the annual report filed by the Borrower or any other member
of the ERISA Group with the Internal Revenue Service with respect to each such Plan.




          SECTION 10.11 Notice of Voluntary Termination. Promptly upon the filing
thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the
PBGC in connection with the termination of any Plan.




          SECTION 10.12 Notice of Contamination or Environmental Complaint. In the
event any Loan Party or any Subsidiary of any Loan Party gives to or receives notice from any
Official Body of any Contamination or receives any Environmental Complaint from any Person
(including, without limitation, any state agency responsible in whole or in part for environmental
matters in the state in which its properties are located or the United States Environmental
Protection Agency) asserting or alleging liabilities or potential liabilities in excess of
$1,000,000 or which, individually or in the aggregate, could reasonably be expected to result in
any Material Adverse Change then such Loan Party or Subsidiary shall, within five (5) Business
Days, give written notice of same to the Agent detailing non-privileged and non-confidential facts
and circumstances giving rise to the Contamination or Environmental Complaint. Such information is
to be provided to allow the Agent and the Lenders to protect their interests hereunder and is not
intended to create any obligation upon the Agent or any Lender with respect thereto.




ARTICLE XI




DEFAULT



          SECTION 11.1 Events of Default. An Event of Default means 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):



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          (a) Payments Under Loan Documents. The Borrower shall fail to pay (i)
on the date due, any principal of any Loan (including scheduled installments, mandatory prepayments
or the payment due at maturity), Reimbursement Obligation or Letter of Credit Borrowing or (ii)
within three (3) Business Days of the date due, any interest on any Loan, Reimbursement Obligation
or Letter of Credit Borrowing or any other amount owing hereunder or under the other Loan
Documents;




          (b) 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;




          (c) Breach of Negative Covenants and Reporting Requirements. Any of the
Loan Parties shall default in the observance or performance of any covenant contained in
Article IX or Article X;




          (d) 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 thirty (30) days after any
officer of any Loan Party becomes aware of the occurrence thereof (such grace period to be
applicable only in the event such default can be remedied by corrective action of the Loan Parties
as determined by the Agent in its sole discretion);




          (e) Defaults in Other Agreements or Indebtedness. A default or event of
default shall occur at any time under the terms of any other Loan Document (which default is not
described in (a) through (d) above) or 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 $5,000,000 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;




          (f) Final Judgments or Orders. Any final judgments or orders for the
payment of money in excess of $5,000,000 in the aggregate shall be entered against any Loan Party
by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded
or stayed pending appeal within a period of thirty (30) days from the date of entry;




          (g) 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 and determined by the Lenders in their sole discretion to be necessary or
appropriate to the practical realization of their rights and remedies thereunder;



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          (h) Uninsured Losses; Proceedings Against Assets. There shall occur
any material uninsured damage to or loss, theft or destruction of any of the Collateral in excess
of $5,000,000 or the Collateral or any other of the Loan Parties’ or any of their Subsidiaries’
assets 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;




          (i) Notice of Lien or Assessment. A notice of any Lien or assessment which,
individually or in the aggregate, are in excess of $5,000,000 is filed of record with respect to
all or any part of any of the Loan Parties’ or any of their Subsidiaries’ assets by the United
States, or any department, agency or instrumentality thereof, or by any state, county, municipal or
other governmental agency, including the PBGC, or any taxes or debts owing at any time or times
hereafter to any one of these becomes payable and the same is not paid within thirty (30) days
after the same becomes payable, or if such notice is filed and such payment is not made, unless
such Loan Party or Subsidiary (i) contests such Lien or assessment in good faith by appropriate and
lawful proceedings diligently conducted but only so long as such proceedings could not subject the
Agent or the Lenders to any criminal penalties, (ii) if legally required, obtains an adequate bond
or other financial assurance with respect to such Lien or assessment satisfactory to the Agent, and
(iii) pays such Lien or assessment in accordance with the terms of any final judgments or orders
relating thereto within thirty (30) days after the entry of such judgments or orders;




          (j) Insolvency. Any Loan Party ceases to be solvent or admits in writing
its inability to pay its debts as they mature;




          (k) Events Relating to Plans and Benefit Arrangements. Any of the following
occurs: (i) any Reportable Event, which the Agent reasonably determines constitutes grounds for
the termination of any Plan by the PBGC or the appointment of a trustee to administer or liquidate
any Plan, shall have occurred and be continuing; (ii) proceedings shall have been instituted or
other action taken to terminate any Plan, or a termination notice shall have been filed with
respect to any Plan; (iii) a trustee shall be appointed by a court or the PBGC to administer or
liquidate any Plan; (iv) the PBGC shall give notice of its intent to institute proceedings to
terminate any Plan or Plans or to appoint a trustee to administer or liquidate any Plan; and, in
the case of the occurrence of (i), (ii), (iii) or (iv) above, the Agent determines in good faith
that the amount of the Borrower’s liability with respect thereto, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Change; (v) the Borrower or any member
of the ERISA Group shall fail to make any contributions when due to a Plan or a Multiemployer Plan;
(vi) the Borrower or any other member of the ERISA Group shall make any amendment to a Plan with
respect to which security is required under Section 307 of ERISA; (vii) the Borrower or any other
member of the ERISA Group shall withdraw completely or partially from a Multiemployer Plan; (viii)
the Borrower or any other member of the ERISA Group shall withdraw (or shall be deemed under
Section 4062(e) of ERISA to withdraw) from a Multiple Employer Plan; or (ix) any applicable Law is
adopted, changed or interpreted by any Official Body with respect to or otherwise affecting one or
more Plans, Multiemployer Plans or Benefit Arrangements and, with respect to any of the events
specified in (v), (vi), (vii), (viii) or (ix), the Agent determines in good faith that any such
occurrence with respect thereto, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Change;



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          (l) Cessation of Business. Any Loan Party or Subsidiary of a Loan
Party ceases to conduct its business as contemplated, except as expressly permitted under
Section 9.6 or Section 9.7, or any Loan Party or Subsidiary of a Loan Party is
enjoined, restrained or in any way prevented by court order from conducting all or any material
part of its business and such injunction, restraint or other preventive order is not dismissed
within thirty (30) days after the entry thereof;




          (m) Change in Control. A Change in Control shall occur;




          (n) Involuntary Proceedings. A proceeding shall have been instituted in a
court having jurisdiction in the premises seeking a decree or order for relief in respect of any
Loan Party or Subsidiary of a Loan Party in an 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, and such proceeding shall remain undismissed
or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a
decree or order granting any of the relief sought in such proceeding; or




          (o) Voluntary Proceedings. Any Loan Party or Subsidiary of a Loan Party
shall: (i) commence a voluntary case under any applicable bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect, (ii) consent to the entry of an order for relief in
an involuntary case under any such law, (iii) consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or other similar
official) of itself or for any substantial part of its property (iv) make a general assignment for
the benefit of creditors, (v) fail generally to pay its debts as they become due, or (vi) take any
action in furtherance of any of the foregoing.




          SECTION 11.2 Consequences of Event of Default.




          (a) Events of Default Other Than Bankruptcy, Insolvency or Reorganization
Proceedings. If an Event of Default specified under Section 11.1(a) through
Section 11.1(m) shall occur and be continuing, the Lenders and the Agent shall be under no
further obligation to make Loans or issue Letters of Credit, as the case may be, and the Agent may,
and upon the request of the Required Lenders, shall, (i) by written notice to the Borrower, declare
all or any portion of the unpaid principal amount of the Loans then outstanding and the interest
accrued thereon, any unpaid fees and all other Indebtedness of the Borrower 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 Agent for the benefit of each Lender without presentment,
demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii)
require the Borrower to, and the Borrower shall thereupon Cash Collateralize any Letters of Credit
and the Borrower hereby pledges to the Agent and the Lenders, and grants to the Agent and the
Lenders a security interest in, all such cash as security for such Obligations.


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          (b) Bankruptcy, Insolvency or Reorganization Proceedings. If an Event
of Default specified under Section 11.1(n) or Section 11.1(o) shall occur, the
Lenders and the Issuing Bank shall be under no further obligation to make Loans and issue Letters
of Credit, respectively, hereunder and the unpaid principal amount of the Loans then outstanding
and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the
Lenders hereunder and thereunder shall be immediately due and payable, and all without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived, and the Borrower
shall immediately and automatically be required to Cash Collateralize any Letters of Credit as, in
each case without further act of any Secured Party.




          (c) Set-off. If an Event of Default shall occur and be continuing, any
Lender to whom any Obligation is owed, or any participant of such Lender which has agreed in
writing to be bound by the provisions of Section 12.13, and any branch, Subsidiary or
Affiliate of such Lender or participant anywhere in the world shall have the right, in addition to
all other rights and remedies available to it, without notice to such Loan Party, to set-off
against and apply to the then unpaid balance of all the Loans and all other Obligations of the
Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to,
and any other funds held in any manner for the account of, the Borrower or such other Loan Party by
such Lender or participant or by such branch, Subsidiary or Affiliate, including all funds in all
deposit accounts (whether time or demand, general or special, provisionally credited or finally
credited, or otherwise) now or hereafter maintained by the Borrower or such other Loan Party for
its own account (but not including funds held in custodian or trust accounts) with such Lender or
participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not any
Lender or the Agent shall have made any demand under this Agreement or any other Loan Document,
whether or not such Obligation owing to or funds held for the account of the Borrower or such other
Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any
Collateral, Guaranty or any other security, right or remedy available to any Lender or the Agent.




     NOTWITHSTANDING THE FOREGOING, AT ANY TIME THAT ANY OF THE SECURED OBLIGATIONS SHALL BE
SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF,
LENDER’S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY
PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT UNLESS IT IS TAKEN WITH
THE CONSENT OF THE LENDERS REQUIRED BY SECTION 13.1 OF THIS AGREEMENT, IF SUCH SETOFF OR ACTION OR
PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF
CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT
OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO AGENT PURSUANT TO THE
COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE SECURED OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED
EXERCISE BY ANY LENDER OR ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED
ABOVE, SHALL BE NULL AND VOID. THIS PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE
LENDERS.


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          (d) Suits, Actions, Proceedings. If an Event of Default shall occur
and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans
pursuant to any of the foregoing provisions of this Section 11.2, the Agent or any Lender
to whom any Obligation is owed, 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 Agent or such Lender.




          (e) Application of Proceeds. After the exercise of remedies provided for
above (or after the Obligations have automatically become immediately due and payable and the
Letters of Credit have automatically been required to be Cash Collateralized), any amounts received
on account of the Obligations (whether directly from a Loan Party or any other Person, from the
proceeds of any Collateral or otherwise) shall be applied by the Agent in the following order:




               (i) First, to payment of that portion of the Obligations constituting fees,
non-contingent and liquidated indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Agent) payable to the Agent in its capacity as such;



               (ii) Second, to payment of that portion of the Obligations constituting fees,
non-contingent and liquidated indemnities and other amounts (other than principal, interest and
Letter of Credit Fees) payable to the Lenders and the Issuing Bank (including fees, charges and
disbursements of counsel to the respective Lenders and the Issuing Bank, to the extent set forth in
any Loan Document ratably among them in proportion to the respective amounts described in this
clause Second payable to them;



               (iii) Third, to payment of that portion of the Obligations constituting accrued and
unpaid Letter of Credit Fees and interest on the Loans, Reimbursement Obligations, Letter of Credit
Borrowings and other Obligations, ratably among the Lenders and the Issuing Bank in proportion to
the respective amounts described in this clause Third payable to them;



               (iv) Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans, Reimbursement Obligations and Letter of Credit Borrowings, ratably among
the Lenders and the L/C Issuer, in proportion to the respective amounts described in this clause
Fourth held by them;



               (v) Fifth, to payment of that portion of the Obligations constituting amounts then
due and owing under Lender-Provided Interest Rate Hedges and Banking Services Obligations, ratably
among the Swap Providers and the Cash Management Banks in proportion to the respective amounts
described in this clause Fifth held by them;


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               (vi) Sixth, to the Administrative Agent for the account of the Issuing Bank, to
Cash Collateralize the Letters of Credit; and



               (vii) Last, the balance, if any, after all of the Obligations (other than
indemnification obligations which are solely contingent, if any) have been indefeasibly paid in
full, to the Borrowers or as otherwise required by Law.


Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been
fully drawn or expired, such remaining amount shall be applied to the other Obligations (other than
indemnification obligations which are solely contingent, if any), if any, in the order set forth
above.




          (f) Other Rights and Remedies. In addition to all of the rights and
remedies contained in this Agreement or in any of the other Loan Documents, the Agent shall have
all of the rights and remedies of a secured party under the UCC or other applicable Law, all of
which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law.
The Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights
granted to the Agent and the Lenders under the Loan Documents or applicable Law.




          SECTION 11.3 Notice of Sale. Any notice required to be given by the Agent
of a sale, lease, or other disposition of the Collateral or any other intended action by the Agent,
if given to the Borrower ten (10) days prior to such proposed action, shall constitute commercially
reasonable and fair notice thereof to the Loan Parties.




ARTICLE XII




THE AGENT



          SECTION 12.1 Appointment. Each Lender hereby irrevocably designates,
appoints and authorizes First Commonwealth to act as Agent for such Lender under this Agreement and
to execute and deliver or accept on behalf of each of the Lenders the other Loan Documents. Each
Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall
be deemed irrevocably to authorize, the Agent to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and any other instruments and agreements
referred to herein, and to exercise such powers and to perform such duties hereunder as are
specifically delegated to or required of the Agent by the terms hereof, together with such powers
as are reasonably incidental thereto. First Commonwealth agrees to act as the Agent on behalf of
the Lenders to the extent provided in this Agreement.




          SECTION 12.2 Delegation of Duties. The Agent may perform any of its
duties hereunder by or through agents or employees, and shall be entitled to engage and pay for the
advice or services of any attorneys, accountants or other experts concerning all matters pertaining
to its duties hereunder and to rely upon any advice so obtained.



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          SECTION 12.3 Nature of Duties; Independent Credit Investigation. The
Agent shall have no duties or responsibilities except those expressly set forth in this Agreement
and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be
read into this Agreement or otherwise exist, and such duties shall be mechanical and administrative
in nature. The Agent shall not have by reason of this Agreement a fiduciary or trust relationship
in respect of any Lender, and nothing in this Agreement, expressed or implied, is intended to or
shall be so construed as to impose upon the Agent any obligations in respect of this Agreement
except as expressly set forth herein. Without limiting the generality of the foregoing, the use of
the term “agent” in this Agreement with reference to the Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
Law. Instead, such term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting parties. Each Lender
expressly acknowledges (a) that the Agent has not made any representations or warranties to it and
that no act by the Agent hereafter taken, including any review of the affairs of any of the Loan
Parties, shall be deemed to constitute any representation or warranty by the Agent to any Lender;
(b) that it has made and will continue to make, without reliance upon the Agent, its own
independent investigation of the financial condition and affairs and its own appraisal of the
creditworthiness of each of the Loan Parties in connection with this Agreement and the making and
continuance of the Loans hereunder; and (c) except as expressly provided herein, that the Agent
shall have no duty or responsibility, either initially or on a continuing basis, to provide any
Lender with any credit or other information with respect thereto, whether coming into its
possession before the making of any Loan or at any time or times thereafter.




          SECTION 12.4 Actions in Discretion of Agent; Instructions From the
Lenders. The Agent agrees, upon the written request of the Required Lenders, to take or refrain
from taking any action of the type specified as being within the Agent’s rights, powers or
discretion herein, provided that the Agent shall not be required to take any action which
exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan
Document or applicable Law. In the absence of a request by the Required Lenders, the Agent shall
have authority, in its sole discretion, to take or not to take any such action, unless this
Agreement specifically requires the consent of the Required Lenders or all of the Lenders. Any
action taken or failure to act pursuant to such instructions or discretion shall be binding on the
Lenders, subject to Section 12.6. Subject to the provisions of Section 12.6, no
Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting
or refraining from acting hereunder in accordance with the instructions of the Required Lenders, or
in the absence of such instructions, in the absolute discretion of the Agent.



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          SECTION 12.5 Reimbursement and Indemnification of the Agent by the Loan
Parties. Each Loan Party jointly, severally and unconditionally agrees to pay or reimburse the
Agent and hold the Agent harmless against (a) liability for the payment of all reasonable
out-of-pocket costs, expenses and disbursements, including fees and expenses of counsel (including
the allocated costs of staff counsel), appraisers and environmental consultants, incurred by the
Agent (i) in connection with the development, negotiation, preparation, printing, execution,
administration, syndication, interpretation and performance of this Agreement and the other Loan
Documents, (ii) relating to any requested amendments, waivers or consents pursuant to the
provisions hereof, (iii) in connection with the enforcement of this Agreement or any other Loan
Document or collection of amounts due hereunder or thereunder or the proof and allowability of any
claim arising under this Agreement or any other Loan Document, whether in bankruptcy or
receivership proceedings or otherwise, (iv) in any workout or restructuring or in connection with
the protection, preservation, exercise or enforcement of any of the terms hereof or of any rights
hereunder or under any other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, and (v) in connection with any Environmental Complaint threatened or
asserted against the Agent or the Lenders in any way relating to or arising out of this Agreement
or any other Loan Documents (including the protection, preservation, exercise or enforcement of any
of the terms hereof or of any rights hereunder or under any other Loan Document or in connection
with any foreclosure, collection or bankruptcy proceedings or in any workout or restructuring) and
(b) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Agent, in its capacity as such, in any way relating to or arising out of (i)
this Agreement or any other Loan Documents or any action taken or omitted by the Agent hereunder or
thereunder, and (ii) any Environmental Complaint in any way relating to or arising out of this
Agreement or any other Loan Document or any action taken or omitted by the Agent hereunder or
thereunder, provided that no Loan Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements if the same results from the Agent’s gross negligence or willful misconduct (as
finally determined by a court of competent jurisdiction), or if the Borrower was not given notice
of the subject claim and the opportunity to participate in the defense thereof, at its expense
(except that each Loan Party shall remain liable to the extent such failure to give notice does not
result in a loss to such Loan Party), or if the same results from a compromise or settlement
agreement entered into without the consent of the Borrower, which shall not have been unreasonably
withheld.




          SECTION 12.6 Exculpatory Provisions; Limitation of Liability. Neither the
Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be
liable to any Lender for any action taken or omitted to be taken by it or them hereunder, or in
connection herewith including pursuant to any Loan Document, unless caused by its or their own
gross negligence or willful misconduct (as finally determined by a court of competent
jurisdiction), (b) be responsible in any manner to any of the Lenders for the effectiveness,
enforceability, genuineness, validity or the due execution of this Agreement or any other Loan
Documents or for any recital, representation, warranty, document, certificate, report or statement
herein or made or furnished under or in connection with this Agreement or any other Loan Documents,
or (c) be under any obligation to any of the Lenders to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions hereof or thereof on the
part of the Loan Parties, or the financial condition of the Loan Parties, or the existence or
possible existence of any Event of Default or Default. No claim may be made by any of the Loan
Parties, any Lender, the Agent or any of their respective Subsidiaries against the Agent, any
Lender or any of their respective directors, officers, employees, agents, attorneys or Affiliates,
or any of them, for any special, indirect or consequential damages or, to the fullest extent
permitted by Law, for any punitive damages in respect of any claim or cause of action (whether
based on contract, tort, statutory liability, or any other ground) based on, arising out of or
related to any Loan Document or the transactions contemplated hereby or any act, omission or event
occurring in connection therewith, including the negotiation, documentation, administration or
collection of the Loans, and each of the Loan Parties, (for itself and on behalf of each of its
Subsidiaries), the Agent and each Lender hereby waive, releases and agree never to sue upon any
claim
for any such damages, whether such claim now exists or hereafter arises and whether or not it
is now known or suspected to exist in its favor. Each Lender agrees that, except for notices,
reports and other documents expressly required to be furnished to the Lenders by the Agent
hereunder or given to the Agent for the account of or with copies for the Lenders, the Agent and
each of its directors, officers, employees, agents, attorneys or Affiliates shall not have any duty
or responsibility to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or creditworthiness
of the Loan Parties which may come into the possession of the Agent or any of its directors,
officers, employees, agents, attorneys or Affiliates.




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.






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          SECTION 12.7 Reimbursement and Indemnification of Agent by Lenders.
Each Lender agrees to reimburse and indemnify, defend and save the Agent (to the extent not
reimbursed by the Loan Parties and without limiting the Obligation of any Loan Party to do so) in
proportion to its Ratable Share harmless from and against all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including
attorneys’ fees and disbursements (including the allocated costs of staff counsel), and costs of
appraisers and environmental consultants, of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against the Agent, in its capacity as such, in any way relating to or
arising out of this Agreement or any other Loan Documents or any action taken or omitted by the
Agent hereunder or thereunder, provided that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements (a) if the same results from the Agent’s gross negligence or willful
misconduct (as finally determined by a court of competent jurisdiction), or (b) if such Lender was
not given notice of the subject claim and the opportunity to participate in the defense thereof, at
its expense (except that such Lender shall remain liable to the extent such failure to give notice
does not result in a loss to the Lender), or (c) if the same results from a compromise and
settlement agreement entered into without the consent of such Lender, which shall not have been
unreasonably withheld. In addition, each Lender agrees promptly upon demand to reimburse the Agent
(to the extent not reimbursed by the Loan Parties and without limiting the Obligation of any Loan
Party to do so) in proportion to its Ratable Share for all amounts due and payable by the Loan
Parties to the Agent in connection with the Agent’s periodic audit of the Loan Parties’ books,
records and business properties.




          SECTION 12.8 Reliance by Agent. The Agent shall be entitled to rely upon
any writing, telegram, telex or teletype message, facsimile, electronic transmission, resolution,
notice, consent, certificate, letter, cablegram, statement, order or other document or conversation
by telephone or otherwise believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons, and upon the advice and opinions of counsel and other
professional advisers selected by the Agent. The Agent shall be fully justified in failing or
refusing to take any action hereunder unless it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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          SECTION 12.9 Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default unless the Agent has received
written notice from a Lender or the Borrower referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a “notice of default.”




          SECTION 12.10 Notices. The Agent shall promptly provide to each Lender a copy of all
written notices received from the Borrower which have been delivered pursuant to the provisions of
this Agreement upon receipt thereof.




          SECTION 12.11 Lenders in Their Individual Capacities; Agent in its Individual
Capacity. With respect to each of its Commitments, Loans, Letters of Credit and other
extension of credit made by it and any other rights and powers given to it as a Lender hereunder or
under any of the other Loan Documents, the Agent shall have the same rights and powers hereunder as
any other Lender and may exercise the same as though it were not the Agent, and the term “Lender”
and “Lenders” shall, unless the context otherwise indicates, include the Agent in its individual
capacity. First Commonwealth and its Affiliates and each of the Lenders and their respective
Affiliates may, without liability to account, except as prohibited herein, make loans to, issue
letters of credit for the account of, acquire equity interests in, accept deposits from, discount
drafts for, act as trustee under indentures of, and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with, the Loan Parties and their Affiliates, in
the case of the Agent, as though it were not acting as Agent hereunder and in the case of each
Lender, as though such Lender were not a Lender hereunder, in each case without notice to or
consent of the other Lenders. The Lenders acknowledge that, pursuant to such activities, the Agent
or its Affiliates may (a) receive information regarding the Loan Parties or any of their
Subsidiaries or Affiliates (including information that may be subject to confidentiality
obligations in favor of the Loan Parties or such Subsidiary or Affiliate) and acknowledge that the
Agent shall be under no obligation to provide such information to them, and (b) accept fees and
other consideration from the Loan Parties for services in connection with this Agreement and
otherwise without having to account for the same to the Lenders.




          SECTION 12.12 Holders of Notes. The Agent may deem and treat any payee of any Note
as the owner thereof for all purposes hereof unless and until written notice of the assignment or
transfer thereof shall have been filed with the Agent. Any request, authority or consent of any
Person who at the time of making such request or giving such authority or consent is the holder of
any Note shall be conclusive and binding on any subsequent holder, transferee or assignee of such
Note or of any Note or Notes issued in exchange therefor.




          SECTION 12.13 Equalization of Lenders. The Lenders and the holders of any
participations in any Loans agree among themselves that, with respect to all amounts received by
any Lender or any such holder for application on any Obligation hereunder or under any Note or
under any such participation, whether received by voluntary payment, by realization upon security,
by the exercise of the right of set-off or banker’s lien, by counterclaim or by any other non-pro
rata source, equitable adjustment will be made in the manner stated in the following sentence so
that, in effect, all such excess amounts will be shared ratably among the Lenders and such holders
in proportion to their interests in payments hereunder, except as otherwise provided in Section
4.4(c), Section 5.4(b) or Section 5.6. The Lenders or any such holder
receiving any such amount shall purchase for cash from each of the other Lenders an interest in
such Lender’s Loans in such amount as shall result in a ratable participation by the Lenders and
each such holder in the aggregate unpaid amount hereunder, provided that if all or any
portion of such excess amount is thereafter recovered from the Lender or the holder making such
purchase, such purchase 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.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          SECTION 12.14 Successor Agent. The Agent may resign as Agent by giving not less than
thirty (30) days’ prior written notice to the Borrower and the Lenders. If the Agent shall resign
under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, subject to the consent of the Borrower, such consent not to be
unreasonably withheld, or (b) if a successor agent shall not be so appointed and approved within
the thirty (30) day period following the Agent’s notice to the Lenders of its resignation, then the
Agent shall appoint, with the consent of the Borrower, such consent not to be unreasonably
withheld, a successor agent who shall serve as Agent until such time as the Required Lenders
appoint and the Borrower consents to the appointment of a successor agent, provided, that
the consent of the Borrower shall not be required if any Event of Default then exists. Upon its
appointment pursuant to either clause (a) or (b) above, such successor agent shall
succeed to the rights, powers and duties of the Agent, and the term “Agent” means such
successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties
as Agent shall be terminated without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, the
provisions of this Article XII shall inure to the benefit of such former Agent and such
former Agent shall not by reason of such resignation be deemed to be released from liability for
any actions taken or not taken by it while it was an Agent under this Agreement.




          SECTION 12.15 Agent’s Fee. The Loan Parties shall, jointly and severally, pay to the
Agent a nonrefundable fee (the “Agent’s Fee”) and other fees under the terms of a letter
(the “Agent’s Letter”) between the Borrower and the Agent, as amended, restated, modified
or supplemented from time to time.




          SECTION 12.16 Availability of Funds. The Agent may assume that each Lender has made
or will make the proceeds of a Loan available to the Agent unless the Agent shall have been
notified by such Lender at least two (2) hours before the time on which the Agent actually funds
the proceeds of such Loan to the Borrower (whether using its own funds pursuant to this Section
12.16 or using proceeds deposited with the Agent by the Lenders and whether such funding occurs
before or after the time on which Lenders are required to deposit the proceeds of such Loan with
the Agent). The Agent may, in reliance upon such assumption (but shall not be required to), make
available to the Borrower a corresponding amount. If such corresponding amount is not in fact made
available to the Agent by such Lender, the Agent shall be entitled to recover such amount on demand
from such Lender (or, if such Lender fails to pay such amount forthwith upon such demand from the
Borrower) together with interest thereon, in respect of each day during the period commencing on
the date such amount was made available to the Borrower and ending on the date the Agent recovers
such amount, at a rate per annum equal to (i) the Federal Funds Effective Rate during the first
three (3) days after such interest shall begin to accrue and (ii) the applicable interest rate in
respect of such Loan after the end of such three-day period.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          SECTION 12.17 Calculations. In the absence of its gross negligence or willful
misconduct (as finally determined by a court of competent jurisdiction), the Agent shall not be
liable for any error in computing the amount payable to any Lender whether in respect of the Loans,
fees or any other amounts due to the Lenders under this Agreement. In the event an error in
computing any amount payable to any Lender is made, the Agent, the Borrower and each affected
Lender shall, forthwith upon discovery of such error, make such adjustments as shall be required to
correct such error, and any compensation therefor will be calculated at the Federal Funds Effective
Rate (provided that the Borrower shall not be required to contribute any further amounts than it
would have been required to pay if the error in question had not occurred).




          SECTION 12.18 No Reliance on 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 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: (a) any identity verification procedures; (b)
any recordkeeping; (c) comparisons with government lists; (d) customer notices; or (e) other
procedures required under the CIP Regulations or such other Laws.




          SECTION 12.19 Beneficiaries. Except as expressly provided herein, the provisions of
this Article XII are solely for the benefit of the Agent and the Lenders, and the Loan
Parties shall not have any rights to rely on or enforce any of the provisions hereof. In
performing its functions and duties under this Agreement, the Agent shall act solely as agent of
the Lenders and does not assume and shall not be
deemed to have assumed any obligation toward or relationship of agency or trust with or for
any of the Loan Parties.




ARTICLE XIII




MISCELLANEOUS



          SECTION 13.1 Modifications, Amendments or Waivers. With the written consent of the
Required Lenders, the Agent, acting on behalf of all the Lenders, and the Borrower, acting on
behalf of all 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 to a departure
from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such
agreement, waiver or consent made with the written consent of the Required Lenders shall be
effective to bind all the Lenders and the Loan Parties; provided, that, without the written
consent of all the Lenders, no such agreement, waiver or consent may be made which will:


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





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          (a) Increase of Commitment; Extension of Expiration Date or Term Loan Maturity Date.
Increase the amount of any Commitment of any Lender hereunder or extend the Expiration Date or Term
Loan Maturity Date, as applicable;




          (b) Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms
of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal
or interest of any Loan (excluding the due date of any mandatory prepayment of a Loan or any
mandatory Commitment reduction in connection with such a mandatory prepayment hereunder except for
mandatory reductions of the Commitments on the Expiration Date), the Commitment Fee or any other
fee payable to any Lender hereunder, 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 hereunder;




          (c) Release of Collateral or Guarantor. Except in connection with actions permitted
by Section 9.6 or Section 9.7, release (i) any Collateral consisting of capital
stock or other ownership interests of any Loan Party or its Subsidiary, (ii) substantially all of
the assets of any Loan Party, (iii) any Guarantor from its Obligations under the Guaranty
Agreement; or




          (d) Miscellaneous. Amend Section 5.2, Section 12.6, Section
13.3, or this Section 13.1, or alter any provision regarding the pro rata treatment of
the Lenders, change the definition of Required Lenders, or change any requirement providing for the
Lenders or the Required Lenders to authorize the taking of any action hereunder; provided,
further, that no agreement, waiver or consent which would modify the interests, rights or
obligations of the Agent in its capacity as Agent or as the issuer of Letters of Credit shall be
effective without the written consent of the Agent.




          SECTION 13.2 No Implied Waivers; Cumulative Remedies; Writing Required. No course of
dealing and no delay or failure of the 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
or any abandonment or discontinuance of steps to enforce such a right, power, remedy or privilege
preclude any further exercise thereof or of any other right, power, remedy or privilege. The
rights and remedies of the 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. Any
waiver, permit, consent or approval of any kind or character on the part of any Lender of any
breach or default under this Agreement or any such waiver of any provision or condition of this
Agreement must be in writing and shall be effective only to the extent specifically set forth in
such writing.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          SECTION 13.3 Reimbursement and Indemnification of Lenders by the Borrower; Taxes.
The Loan Parties, jointly and severally, agree unconditionally upon demand to pay or reimburse to
each Lender and to defend and save such Lender harmless against (i) any liability for the payment
of all reasonable out-of-pocket costs, expenses and disbursements (including fees and expenses of
counsel (including allocated costs of staff counsel) for each Lender except with respect to (a) and
(b) below), incurred by such Lender (a) in connection with the negotiation, preparation, execution,
administration and interpretation of this Agreement, and other instruments and documents to be
delivered hereunder, (b) relating to any amendments, waivers or consents pursuant to the provisions
hereof, (c) in connection with the enforcement of this Agreement or any other Loan Document, or
collection of amounts due hereunder or thereunder or the proof and allowability of any claim
arising under this Agreement or any other Loan Document, whether in bankruptcy or receivership
proceedings or otherwise, (d) in any workout or restructuring or in connection with the protection,
preservation, exercise or enforcement of any of the terms hereof or of any rights hereunder or
under any other Loan Document or in connection with any foreclosure, collection or bankruptcy
proceedings and (e) in connection with any Environmental Complaint threatened or asserted against
the Lender in any way relating to or arising out of this Agreement or any other Loan Documents
(including the protection, preservation, exercise or enforcement of any of the terms hereof or of
any rights hereunder or under any other Loan Document or in connection with any foreclosure,
collection or bankruptcy proceedings or in any workout or restructuring), or (ii) all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Lender, in its capacity as such, in any way relating to or arising out of (y) this
Agreement or any other Loan Documents or any action taken or omitted by such Lender hereunder or
thereunder and (z) any Environmental Complaint in any way relating to or arising out of this
Agreement or any other Loan Document or any action taken or omitted by such Lender hereunder or
thereunder, provided that no Loan Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements (A) if the same results from such Lender’s gross negligence or willful misconduct (as
finally determined by a court of competent jurisdiction), or (B) if the Borrower was not given
notice of the subject claim and the opportunity to participate in the defense thereof, at its
expense (except that each Loan Party shall remain liable to the extent such failure to give notice
does not result in a loss to such Loan Party), or (C) if the same results from a compromise or
settlement agreement entered into without the consent of the Borrower, which shall not have been
unreasonably withheld. The Lenders will attempt to minimize the fees and expenses of legal counsel
for the Lenders which are subject to reimbursement by the Borrower hereunder by considering the
usage of one law firm to represent the Lenders and the Agent if appropriate under the
circumstances. Each Loan Party, jointly and severally, agrees unconditionally to pay all stamp,
document, transfer, recording or filing taxes or fees and similar impositions now or hereafter
determined by the Agent or any Lender to be payable in connection with this Agreement or any other
Loan Document, and each Loan Party, jointly and severally, agrees unconditionally to save the Agent
and the Lenders harmless from and against any and all present or future claims, liabilities or
losses with respect to or resulting from any omission to pay or delay in paying any such taxes,
fees or impositions.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          SECTION 13.4 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 provided in Section 4.2 with respect to Interest Periods under the Euro-Rate
Option) 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, or Term Loan Maturity
Date, as applicable if such Expiration Date or Term Loan Maturity 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.




          SECTION 13.5 Funding by Branch, Subsidiary or Affiliate.




          (a) Notional Funding. Each Lender shall have the right from time to time, without
notice to the Borrower, to deem any branch, Subsidiary or Affiliate (which for the purposes of this
Section 13.5 means any corporation or association which is directly or indirectly
controlled by or is under direct or indirect common control with any corporation or association
which directly or indirectly controls such Lender) of such Lender to have made, maintained or
funded any Loan to which the Euro-Rate Option applies at any time, provided that
immediately following (on the assumption that a payment were then due from the Borrower to such
other office), and as a result of such change, the Borrower would not be under any greater
financial obligation pursuant to Section 5.6 than it would have been in the absence of such
change. Notional funding offices may be selected by each Lender without regard to such Lender’s
actual methods of making, maintaining or funding the Loans or any sources of funding actually used
by or available to such Lender.




          (b) Actual Funding. Each Lender shall have the right from time to time to make or
maintain any Loan by arranging for a branch, Subsidiary or Affiliate of such Lender to make or
maintain such Loan subject to the last sentence of this Section 13.5. If any Lender causes
a branch, Subsidiary or Affiliate to make or maintain any part of the Loans hereunder, all terms
and conditions of this Agreement shall, except where the context clearly requires otherwise, be
applicable to such part of the Loans to the same extent as if such Loans were made or maintained by
such Lender, but in no event shall any Lender’s use of such a branch, Subsidiary or Affiliate to
make or maintain any part of the Loans hereunder cause such Lender or such branch, Subsidiary or
Affiliate to incur any cost or expenses payable by the Borrower hereunder or require the Borrower
to pay any other compensation to any Lender (including any expenses incurred or payable pursuant to
Section 5.6) which would otherwise not be incurred.




          SECTION 13.6 Notices. Any notice, request, demand, direction or other communication
(for purposes of this Section 13.6 only, a “Notice”) to be given to or made upon
any party hereto under any provision of this Agreement shall be given or made by telephone or in
writing (which includes means of electronic transmission (i.e., “e-mail”) or facsimile
transmission) in accordance with this Section 13.6. Any such Notice must be delivered to
the applicable parties hereto at the addresses and numbers set forth under their respective names
on Annex II or in accordance with any subsequent unrevoked Notice from any such party that
is given in accordance with this Section 13.6. Any Notice shall be effective:


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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                         (i) In the case of hand-delivery, when delivered;




                         (ii) If given by mail, five (5) days after such Notice is deposited with the United States
Postal Service, with first-class postage prepaid, return receipt requested;




                         (iii) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery
of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a
facsimile or electronic transmission or overnight courier delivery of a confirmatory notice
(received at or before noon on such next Business Day);




                         (iv) In the case of a facsimile transmission, when sent to the applicable party’s facsimile
machine’s telephone number if the party sending such Notice receives confirmation of the delivery
thereof from its own facsimile machine;




                         (v) In the case of electronic transmission, when actually received; and




                         (vi) If given by any other means (including by overnight courier), when actually received.



          Any Lender giving a Notice to a Loan Party shall concurrently send a copy thereof to the
Agent, and the Agent shall promptly notify the other Lenders of its receipt of such Notice.




               SECTION 13.7 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.



               SECTION 13.8 Governing Law. Each Commercial Letter of Credit shall be subject to
the UCP, and each Standby Letter of Credit shall be subject to the ISP, as the same may be revised
or amended from time to time, and to the extent not inconsistent therewith, the internal laws of
the Commonwealth of Pennsylvania without regard to its conflict of laws principles, and the balance
of this Agreement shall be deemed to be a contract under the Laws of the Commonwealth of
Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance
with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.



               SECTION 13.9 Prior Understanding. This Agreement and the other Loan Documents
supersede all prior understandings and agreements, whether written or oral, between the parties
hereto and thereto relating to the transactions provided for herein and therein, including any
prior confidentiality agreements and commitments.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          SECTION 13.10 Duration; Survival. All representations and warranties of the Loan
Parties contained herein or made in connection herewith shall survive the making of Loans and
issuance of Letters of Credit and shall not be waived by the execution and delivery of this
Agreement, any investigation by the Agent or the Lenders, the making of Loans, issuance of Letters
of Credit, or payment in full of the Loans. All covenants and agreements of the Loan Parties
contained in Article VIII, Article IX and Article X herein shall continue
in full force and effect from and after the date hereof so long as the Borrower may borrow or
request Letters of Credit hereunder and until termination of the Commitments and payment in full of
the Loans and expiration or termination of all Letters of Credit. All covenants and agreements of
the Borrower contained herein relating to the payment of principal, interest, premiums, additional
compensation or expenses and indemnification, including those set forth in the Notes, Section
5.1 and Section 12.5, Section 12.7 and Section 13.3, shall survive
payment in full of the Loans, expiration or termination of the Letters of Credit and termination of
the Commitments.




          SECTION 13.11 Successors and Assigns.




          (a) This Agreement shall be binding upon and shall inure to the benefit of the Lenders, the
Agent, the Loan Parties and their respective successors and assigns, except that none of the Loan
Parties may assign or transfer any of its rights and Obligations hereunder or any interest herein.
Each Lender may, at its own cost, make assignments of or sell participations in all or any part of
its Commitments and the Loans made by it to one or more banks or other entities, subject to the
consent of the Borrower and the Agent with respect to any assignee, such consent not to be
unreasonably withheld, provided that (i) no consent of the Borrower shall be required (A)
if an Event of Default exists and is continuing, or (B) in the case of an assignment by a Lender to
an Affiliate of such Lender or another Lender, (ii) any assignment by a Lender to a Person other
than an Affiliate of such Lender may not be made in amounts less than the lesser of $10,000,000 or
the amount of the assigning Lender’s Commitments, and (iii) no Lender make may any assignment of
any Commitment or Loan unless, pursuant to such assignment, it assigns and equal portion of all of
its Commitments and Loans. In the case of an assignment, upon receipt by the Agent of the
Assignment and Assumption Agreement, the assignee shall have, to the extent of such assignment
(unless otherwise provided therein), the same rights, benefits and obligations as it would have if
it had been a signatory Lender hereunder, the Commitments shall be adjusted accordingly, and upon
surrender of any Note subject to such assignment, the Borrower shall execute and deliver a new Note
to the assignee in an
amount equal to the amount of the Revolving Credit Commitment or Term Loan assumed by it and a
new Revolving Credit Note or Term Note to the assigning Lender in an amount equal to the Revolving
Credit Commitment or Term Loan retained by it hereunder. Any Lender which assigns any or all of
its Commitments or Loans to a Person other than an Affiliate of such Lender shall pay to the Agent
a service fee in the amount of $3,500 for each assignment. In the case of a participation, the
participant shall only have the rights specified in Section 11.2(c) (the participant’s
rights against such Lender in respect of such participation to be those set forth in the agreement
executed by such Lender in favor of the participant relating thereto and not to include any voting
rights except with respect to changes of the type referenced in Section 13.1(a), (b), or
(c), all of such Lender’s obligations under this Agreement or any other Loan Document shall remain
unchanged, and all amounts payable by any Loan Party hereunder or thereunder shall be determined as
if such Lender had not sold such participation.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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          (b) Any assignee or participant which is not incorporated under the Laws of the United States
of America or a state thereof shall deliver to the Borrower and the Agent the form of certificate
described in Section 13.17 relating to federal income tax withholding. Each Lender may
furnish any publicly available information concerning any Loan Party or its Subsidiaries and any
other information concerning any Loan Party or its Subsidiaries in the possession of such Lender
from time to time to assignees and participants (including prospective assignees or participants),
provided that such assignees and participants agree to be bound by the provisions of
Section 13.12.




          (c) Notwithstanding any other provision in this Agreement, any Lender may at any time pledge
or grant a security interest in all or any portion of its rights under this Agreement, its Notes
and the other Loan Documents to any Federal Reserve Lender in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR Section 203.14 without notice to or consent of the Borrower
or the Agent. No such pledge or grant of a security interest shall release the transferor Lender
of its obligations hereunder or under any other Loan Document.




          SECTION 13.12 Confidentiality.




          (a) General. The Agent and the Lenders each agree to keep confidential all
information obtained from any Loan Party or its Subsidiaries which is nonpublic and confidential or
proprietary in nature (including any information any Loan Party or Subsidiary specifically
designates as confidential), except as provided below, and to use such information only in
connection with their respective capacities under this Agreement and for the purposes contemplated
hereby. The Agent and the Lenders shall be permitted to disclose such information (i) to outside
legal counsel, accountants and other professional advisors who need to know such information in
connection with the administration and enforcement of this Agreement, subject to agreement of such
Persons to maintain the confidentiality, (ii) to assignees and participants as contemplated by
Section 13.11, and prospective assignees and participants, subject to agreement of such
Persons to maintain the confidentiality, (iii) to the extent requested by any bank regulatory
authority or, with notice to the Borrower, as otherwise required by applicable Law or by any
subpoena or similar legal process, or in connection with any investigation or proceeding arising
out of the transactions contemplated by this Agreement, (iv) if it becomes publicly available other
than as a result of a breach of this Agreement or becomes available from a source not known to be
subject to confidentiality restrictions, or (v) if the Borrower shall have consented to such
disclosure. Notwithstanding anything herein to the contrary, the information subject to this
Section 13.12 shall not include, and the Agent and each Lender may disclose without
limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in
each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other tax analyses) that
are provided to the Agent or such Lender relating to such tax treatment and tax structure;
provided that with respect to any document or similar item that in either case contains
information concerning the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Loans, Letters of Credit and transactions
contemplated hereby.




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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          (b) 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 Borrower or one or more of its 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, or in connection with the decision
of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it
being understood that any such Subsidiary or affiliate of any Lender receiving such information
shall be bound by the provisions of Section 13.12 as if it were a Lender hereunder. Such
authorization shall survive the repayment of the Loans and other Obligations and the termination of
the Commitments.




          SECTION 13.13 Counterparts. This Agreement may be executed by different parties
hereto on any number of separate counterparts, each of which, when so executed and delivered, shall
be an original, and all such counterparts shall together constitute one and the same instrument.




          SECTION 13.14 Agent’s or Lender’s Consent. Whenever the Agent’s or any Lender’s
consent is required to be obtained under this Agreement or any of the other Loan Documents as a
condition to any action, inaction, condition or event, the Agent and each Lender shall be
authorized to give or withhold such consent in its sole and absolute discretion and to condition
its consent upon the giving of additional collateral, the payment of money or any other matter.




          SECTION 13.15 Intentionally Omitted.




          SECTION 13.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL. EACH LOAN PARTY HEREBY
IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE COURT OF COMMON PLEAS OF ALLEGHENY
COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA AND WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE
MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN
SECTION 13.6 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT
THEREOF. EACH LOAN PARTY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED
AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR
VENUE. EACH LOAN PARTY, THE AGENT AND THE LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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          SECTION 13.17 Certifications From Lenders and Participants.




          (a) Tax Withholding. Each Lender or assignee or participant of a Lender that is not
incorporated under the Laws of the United States of America or a state thereof (and, upon the
written request of the Agent, each other Lender or assignee or participant of a Lender) agrees that
it will deliver to each of the Borrower and the Agent two (2) duly completed appropriate valid
Withholding Certificates (as defined under § 1.1441-1(c)(16) of the Income Tax Regulations (the
“Regulations”)) certifying its status (i.e. U.S. or foreign person) and, if appropriate, making a
claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or
an exemption provided by the Internal Revenue
Code. The term “Withholding Certificate” means a Form W-9; a Form W-8BEN; a Form W-8ECI; a
Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or
(3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any
other certificates under the Internal Revenue Code or Regulations that certify or establish the
status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or
participant required to deliver to the Borrower and the Agent a Withholding Certificate pursuant to
the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each
Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate
at least five (5) Business Days prior to the first date on which any interest or fees are payable
by the Borrower hereunder for the account of such Lender; and (B) each assignee or participant
shall deliver such valid Withholding Certificate at least five (5) Business Days before the
effective date of such assignment or participation (unless the Agent in its sole discretion shall
permit such assignee or participant to deliver such valid Withholding Certificate less than five
(5) Business Days before such date in which case it shall be due on the date specified by the
Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate
further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of
such Withholding Certificate (or a successor form) on or before the date that such Withholding
Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in
the most recent Withholding Certificate so delivered by it, and such amendments thereto or
extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent.
Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption
from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income
taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under
the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the
Regulations. Further, the Agent is indemnified under § 1.1461-1(e) of the Regulations against any
claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax
it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.




          (b) USA Patriot Act. Each Lender or assignee or participant of a Lender that is not
incorporated under the Laws of the United States of America or a state thereof (and is not excepted
from the certification requirement contained in Section 313 of the USA Patriot Act and the
applicable regulations because it is both (i) an affiliate of a depository institution or foreign
bank that maintains a physical presence in the United States or foreign country, and (ii) subject
to supervision by a banking authority regulating such affiliated depository institution or foreign
bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying
that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the
USA Patriot Act and the applicable regulations: (1) within ten (10) days after the Closing Date,
and (2) at such other times as are required under the USA Patriot Act.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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




	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	CALGON CARBON CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Dennis M. Sheedy	 	 	 	By:	 	/s/ Leroy M. Ball	 	(SEAL)
	 	 	 	 	 	 	 	 	 
	Name:

	 	Dennis M. Sheedy
	 	 	 	Name:
	 	Leroy M. Ball	 	 
	Title:

	 	VP, General Counsel and Secretary
	 	 	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	CALGON CARBON INVESTMENTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ John S. Stanik	 	 	 	By:	 	/s/ Leroy M. Ball	 	(SEAL)
	 	 	 	 	 	 	 	 	 
	Name:

	 	John S. Stanik
	 	 	 	Name:
	 	Leroy M. Ball	 	 
	Title:

	 	President
	 	 	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	BSC COLUMBUS, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Robert P. O’Brien	 	 	 	By:	 	/s/ Leroy M. Ball	 	(SEAL)
	 	 	 	 	 	 	 	 	 
	Name:

	 	Robert P. O’Brien
	 	 	 	Name:
	 	Leroy M. Ball	 	 
	Title:

	 	Manager
	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	CCC COLUMBUS, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Robert P. O’Brien	 	 	 	By:	 	/s/ Leroy M. Ball	 	(SEAL)
	 	 	 	 	 	 	 	 	 
	Name:

	 	Robert P. O’Brien
	 	 	 	Name:
	 	Leroy M. Ball	 	 
	Title:

	 	Manager
	 	 	 	Title:
	 	Manager	 	 





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.













 




CONFIDENTIAL
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	 	 	FIRST COMMONWEALTH BANK,	 	 
	 	 	individually as a Lender, as Agent, Issuing	 	 
	 	 	Bank and Swing Loan Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. Forrest Tefft
 

	 	 
	 	 	Name: C. Forrest Tefft	 	 
	 	 	Title: Senior Vice President	 	 






Agent’s Signature Page — Credit Agreement



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.













 




CONFIDENTIAL
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	 	 	CITIZENS BANK OF PENNSYLVANIA
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andy J. Arduini	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Andy J. Arduini
	 	 	Title: Vice President






Lender Signature Page — Credit Agreement



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.













 




CONFIDENTIAL
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	 	 	FIRST NATIONAL BANK OF PENNSYLVANIA
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John L. Hayes
 

	 	 
	 	 	Name: John L. Hayes	 	 
	 	 	Title: Senior Vice President	 	 






Lender Signature Page — Credit Agreement



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.













 




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ANNEX I




Pricing Grid-Applicable Margins and Fees Based on Leverage Ratio



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Euro-Rate	 	Base Rate	 	Commitment	 	Letter of
	Level	 	Leverage Ratio	 	Margin	 	Margin	 	Fee	 	Credit Fee
	 	I	 	 	Less than or equal to 1.50 to 1.00
	 	 	2.50	%	 	 	0.00	%	 	 	0.25	%	 	 	2.50	%
	II	 	Greater than 1.50 but less than
or equal to 2.00 to 1.00
	 	 	2.75	%	 	 	0.00	%	 	 	0.35	%	 	 	2.75	%
	III	 	Greater than 2.00 but less than
or equal to 2.50 to 1.00
	 	 	3.00	%	 	 	0.25	%	 	 	0.50	%	 	 	3.00	%
	IV	 	Greater than 2.50 to 1.00
	 	 	3.50	%	 	 	0.75	%	 	 	0.50	%	 	 	3.50	%





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.













 




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ANNEX II




COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES


Part 1 — Commitments of Lenders




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Ratable Share
	First Commonwealth Bank
	 	$	35,000,000	 	 	 	36.842105263	%
	Citizens Bank of Pennsylvania
	 	$	35,000,000	 	 	 	36.842105263	%
	First National Bank of Pennsylvania
	 	$	25,000,000	 	 	 	26.315789474	%
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	95,000,000	 	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 





Part 2 — Addresses for Notices to Agent and Lenders




AGENT / AGENCY SERVICES




	 	 	 

	Name:

	 	First Commonwealth Bank
	Address:

	 	437 Grant Street
	 

	 	Frick Building, Suite 1600
	 

	 	Pittsburgh, PA 15219
	Attention:

	 	C. Forrest Tefft, Senior Vice President
	Telephone:

	 	(412) 690-2202
	Telecopy:

	 	(412) 690-2206
	 
	 	 
	With a copy to:
	 
	 	 
	Attention:

	 	Misty L. Cleary, Agency Services
	Telephone:

	 	(412) 690-2211
	Telecopy:

	 	(412) 690-2206
	E-mail:

	 	MCleary@fcbanking.com





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.













 




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LENDERS




	 	 	 

	Name:

	 	First Commonwealth Bank
	Address:

	 	437 Grant Street
	 

	 	Frick Building, Suite 1600
	 

	 	Pittsburgh, PA 15219
	Attention:

	 	C. Forrest Tefft, Senior Vice President
	Telephone:

	 	(412) 690-2202
	Telecopy:

	 	(412) 690-2206
	E-mail:

	 	CFTefft@fcbanking.com
	 
	 	 
	Name:

	 	Citizens Bank of Pennsylvania
	Address:

	 	525 William Penn Place
	 

	 	Pittsburgh, PA 15219-1729
	Attention:

	 	Andy Arduini, Vice President
	Telephone:

	 	(412) 867-2424
	Telecopy:

	 	(412) 552-6308
	E-mail:

	 	andy.j.arduini@citizensbank.com
	 
	 	 
	Name:

	 	First National Bank of Pennsylvania
	Address:

	 	100 Federal Street, 3rd Floor
	 

	 	Pittsburgh, PA 15212
	Attention:

	 	John Hayes, Senior Vice President
	Telephone:

	 	(412) 359-2617
	Telecopy:

	 	(412) 231-3584
	E-mail:

	 	hayes@fnb-corp.com





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.













 




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Part 3 — Addresses for Notices to Borrower and Guarantors:




	 	 	 

	Name:

	 	Calgon Carbon Corporation
	Address:

	 	400 Calgon Carbon Drive
	 

	 	Pittsburgh, PA 15205
	Attention:

	 	Peter K. Lee, Treasurer
	Telephone:

	 	(412) 787-6890
	Telecopy:

	 	(412) 787-4751
	E-mail:

	 	PLee@calgoncarbon-us.com
	 
	 	 
	With a copy to:
	 
	 	 
	Name:

	 	Calgon Carbon Corporation
	Address:

	 	400 Calgon Carbon Drive
	 

	 	Pittsburgh, PA 15205
	Attention:

	 	Dennis M. Sheedy, General Counsel
	Telephone:

	 	(412) 787-6786
	Telecopy:

	 	(412) 787-4551
	E-mail:

	 	DSheedy@calgoncarbon-us.com





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.
















 



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Final Version




SCHEDULES TO THE




CREDIT AGREEMENT



by and among



CALGON CARBON CORPORATION,

as Borrower,



THE GUARANTORS PARTY THERETO,



THE LENDERS PARTY THERETO



And



FIRST COMMONWEALTH BANK, as Agent,



Dated May 8, 2009



     All capitalized terms used but not otherwise defined in the following Schedules shall have the
respective meanings ascribed to such terms in the Credit Agreement.



     Disclosure of any information, agreement, or other item that may or may not be strictly
required to be disclosed by the Credit Agreement shall not imply or be deemed to imply that such
information, agreement, or other item is or is not material or that the inclusion or exclusion of
any such item creates a standard of materiality. In no event shall the listing of any information,
agreement, or other item in these Schedules be deemed or interpreted to broaden or otherwise
amplify the Loan Parties’ representations and warranties, covenants, and agreements contained in
the Credit Agreement, and nothing in these Schedules shall influence the construction or
interpretation of any of the representations and warranties contained in the Credit Agreement.



     These Schedules shall be deemed to be part of the Credit Agreement and are incorporated
therein by reference.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




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Schedule 6.1




Organization and Qualification


Jurisdictions of Formation or Organization:




	 	 	 
	Company	 	Jurisdiction of Formation or Organization
	Calgon Carbon Corporation
	 	Delaware
	 	 	 
	BSC Columbus, LLC
	 	Delaware
	 	 	 
	CCC Columbus, LLC
	 	Delaware
	 	 	 
	Calgon Carbon Investments, Inc.
	 	Delaware
	 	 	 
	CCC Distribution, LLC
	 	Delaware
	 	 	 
	Advanced Separation Technologies
Incorporated
	 	Florida
	 	 	 
	Solarchem Environmental Systems, Inc.
	 	Nevada
	 	 	 
	Calgon Carbon Asia PTE Limited
	 	Singapore
	 	 	 
	Datong Carbon Corporation
	 	China
	 	 	 
	Calgon Carbon (Tianjin) Co., Ltd.
	 	China
	 	 	 
	Chemviron Carbon Limited
	 	United Kingdom
	 	 	 
	Charcoal Cloth (International) Limited
	 	United Kingdom
	 	 	 
	Charcoal Cloth Limited
	 	United Kingdom
	 	 	 
	Waterlink (UK) Holdings Limited
	 	United Kingdom
	 	 	 
	Sutcliffe Croftshaw Limited
	 	United Kingdom
	 	 	 
	Sutcliffe Speakman Limited
	 	United Kingdom
	 	 	 
	Sutcliffe Speakman Carbons Limited
	 	United Kingdom
	 	 	 
	Lakeland Processing Limited
	 	United Kingdom
	 	 	 
	Sutcliffe Speakmanco 5 Limited
	 	United Kingdom
	 	 	 
	Calgon Carbon Canada, Inc.
	 	Canada
	 	 	 
	Chemviron Carbon GmbH
	 	Germany





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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Jurisdictions in which Loan Parties and Subsidiaries are Authorized to Transact Business:



Calgon Carbon Corporation:




Alabama

Arizona

Arkansas

California

Colorado

Florida

Georgia

Illinois

Indiana

Iowa

Kentucky

Louisiana

Maryland

Massachusetts

Michigan

Minnesota

Mississippi

Missouri

Nebraska

New Jersey

New Mexico

New York

North Carolina

Ohio

Oregon

Pennsylvania

Rhode Island

South Carolina

Tennessee

Texas

Utah

Virginia

Washington

West Virginia

Wisconsin

Wyoming



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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Manitoba, Canada



Calgon Carbon Investments, Inc.:



California



CCC Columbus, LLC:



Ohio



BSC Columbus, LLC:



Ohio




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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Schedule 6.2




Capitalization and Ownership



	 	 	 	 	 
	 	 	 	 	Shares/Units Issued and
	Loan Party	 	Authorized Capital Stock	 	Outstanding
	Calgon Carbon Corporation
	 	100,000,000 shares of
common stock
 

5,000,000 shares of
preferred stock
	 	54,723,573

(as of March 31, 2009)
	 	 	 	 	 
	Calgon Carbon
Investments, Inc.
	 	1,000 shares
	 	1
	 	 	 	 	 
	BSC Columbus, LLC
	 	N/A
	 	1,000
	 	 	 	 	 
	CCC Columbus, LLC
	 	N/A
	 	1,000






	 	 	 
	Guarantor	 	Ownership
	Calgon Carbon Investments, Inc.
	 	100% by Calgon Carbon Corporation
	 	 	 
	BSC Columbus, LLC
	 	100% by Calgon Carbon Corporation
	 	 	 
	CCC Columbus, LLC
	 	100% by Calgon Carbon Corporation




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 - 5 - 









 




CONFIDENTIAL
TREATMENT



Schedule 6.3




Subsidiaries


Domestic Subsidiaries:




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Ownership of
	 	 	 	 	 	 	Subsidiary
	 	 	Jurisdiction of	 	 	 	Shares/Partnership
	 	 	Incorporation or	 	Authorized Capital	 	Interests/LLC
	Subsidiary	 	Formation	 	Stock	 	Interests
	Calgon Carbon
Investments, Inc.
	 	Delaware
	 	1,000
	 	Wholly owned by
Calgon Carbon
Corporation
	 	 	 	 	 	 	 
	BSC Columbus, LLC
	 	Delaware
	 	N/A
	 	Wholly owned by
Calgon Carbon
Corporation
	 	 	 	 	 	 	 
	CCC Columbus, LLC
	 	Delaware
	 	N/A
	 	Wholly owned by
Calgon Carbon
Corporation
	 	 	 	 	 	 	 
	CCC Distribution,
LLC
	 	Delaware
	 	N/A
	 	Wholly owned by
Calgon Carbon
Corporation
	 	 	 	 	 	 	 
	Advanced Separation
Technologies
Incorporated
	 	Florida
	 	10,000
	 	Wholly owned by
Calgon Carbon
Corporation
	 	 	 	 	 	 	 
	Solarchem
Environmental
Systems, Inc.
	 	Nevada
	 	2,500
	 	Wholly owned by
Calgon Carbon
Corporation




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 - 6 - 









 




CONFIDENTIAL
TREATMENT


Foreign Subsidiaries:




	 	 	 	 	 
	 	 	 	 	Ownership of Subsidiary
	 	 	Jurisdiction of	 	Shares/Partnership
	Subsidiary	 	Incorporation or Formation	 	Interests/LLC Interests
	Calgon Carbon Asia PTE Ltd.
	 	Singapore
	 	Wholly owned by Calgon
Carbon Corporation
	 	 	 	 	 
	Datong Carbon Corporation
	 	China
	 	Wholly owned by Calgon
Carbon Corporation
	 	 	 	 	 
	Calgon Carbon (Tianjin)
Co., Ltd.
	 	China
	 	Wholly owned by Calgon
Carbon Corporation
	 	 	 	 	 
	Chemviron Carbon Limited
	 	United Kingdom
	 	Wholly owned by Calgon
Carbon Investments,
Inc.
	 	 	 	 	 
	Charcoal Cloth
(International) Limited
	 	United Kingdom
	 	Wholly owned by
Chemviron Carbon
Limited
	 	 	 	 	 
	Charcoal Cloth Limited
	 	United Kingdom
	 	Wholly owned by
Charcoal Cloth
(International)
Limited
	 	 	 	 	 
	Waterlink (UK) Holdings
Limited
	 	United Kingdom
	 	Wholly owned by
Chemviron Carbon
Limited
	 	 	 	 	 
	Sutcliffe Croftshaw Limited
	 	United Kingdom
	 	Wholly owned by
Waterlink (UK)
Holdings Limited
	 	 	 	 	 
	Sutcliffe Speakman Limited
	 	United Kingdom
	 	Wholly owned by
Waterlink (UK)
Holdings Limited
	 	 	 	 	 
	Sutcliffe Speakman Carbons
Limited
	 	United Kingdom
	 	Wholly owned by
Waterlink (UK)
Holdings Limited
	 	 	 	 	 
	Lakeland Processing Limited
	 	United Kingdom
	 	Wholly owned by
Sutcliffe Speakman
Limited
	 	 	 	 	 
	Sutcliffe Speakmanco 5
Limited
	 	United Kingdom
	 	Wholly owned by
Sutcliffe Speakman
Limited
	 	 	 	 	 
	Calgon Carbon Canada, Inc.
	 	Canada
	 	Wholly owned by Calgon
Carbon Investments,
Inc.
	 	 	 	 	 
	Chemviron Carbon GmbH
	 	Germany
	 	99% owned by Calgon
Carbon Investments,
Inc.; 1% owned by
Calgon Carbon
Corporation





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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 CONFIDENTIAL
TREATMENT


Schedule 6.7




Litigation


1. On March 20, 2007, the Company and ADA-ES entered into a Memorandum of Understanding (“MOU”)
providing for cooperation between the companies to attempt to jointly market powdered activated
carbon (“PAC”) to the electric power industry for the removal of mercury from coal fired power
plant flue gas. The MOU provided for commissions to be paid to ADA-ES in respect of product sales.
The Company terminated the MOU effective as of August 24, 2007 for convenience. Neither party had
entered into sales or supply agreements with prospective customers as of that date. On March 3,
2008, the Company entered into a supply agreement with a major U.S. power generator for the sale of
powdered activated carbon products with a minimum purchase obligation of approximately $55 million
over a 5 year period. ADA-ES claimed that it is entitled to commissions of an amount of at least
$8.25 million over the course of the 5 year contract, which the Company denies. On September 29,
2008, the Company filed suit in the United States District Court for the Western District of
Pennsylvania for a declaratory judgment from the Court that the Company has no obligation to pay
ADA-ES commissions related to this contract or for any future sales made after August 24,
2007.



2. Following protracted litigation in multiple jurisdictions, the U.S. Court of Appeals for
the Federal Circuit held that the Company’s process patents for the use of ultraviolet light to
prevent infection from Cryptosporidium and Giardia in drinking water (the “UV patents”) are invalid
in the United States concluding the U.S. litigation relating to the UV patents. On March 3, 2008,
the Supreme Court of Canada held that the Company’s Canadian UV patents are invalid, concluding the
Canadian UV patent litigation. In March 2007, the Company and Trojan Technologies, Inc. entered
into a settlement whereby in exchange for a nominal cash payment and relief from legal fees, the
Company granted Trojan Technologies, Inc. worldwide immunity from all current and future legal
action related to the Company’s UV patents. In 2007, a German trial court found that a competitor
infringed the Company’s UV patents with respect to medium pressure ultraviolet light, but did not
infringe with respect to low pressure ultraviolet light. The Company appealed the decision
relating to low pressure light. The competitor did not appeal. By order dated September 29, 2008,
each party nominated an expert to provide opinions as to questions posed by the Court. The Court
will then choose one of the experts nominated or choose another expert. The validity of the German
UV patents, as distinguished from issues of infringement which were decided in the trial court, is
the subject of pending administrative proceedings in Germany. The outcome of these cases has
impaired the Company’s ability to capitalize on substantial future revenues from the licensing of
its UV patents.



3. On March 8, 2006, the Company and another U.S. producer of activated carbon formally requested
that the United States Department of Commerce investigate unfair pricing of certain activated
carbon imported from the People’s Republic of China. The Commerce Department investigated imports
of activated carbon from China that is thermally activated using a combination of heat, steam
and/or carbon dioxide. Certain types of activated carbon from China, most notably
chemically-activated carbon, were not investigated.



On March 2, 2007, the Commerce Department published its final determination (subsequently amended)
that all of the subject merchandise from China was being unfairly priced, or dumped,




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 - 8 - 









 






CONFIDENTIAL
TREATMENT


and thus that special additional duties should be imposed to offset the amount of the unfair
pricing. The final tariff rates ranged from 61.95 percent ad valorem (i.e., of the entered value
of the goods) to 228.11 percent ad valorem. A formal order imposing final tariffs was published on
April 27, 2007. All imports from China remain subject to the order and antidumping tariffs.
Importers of subject activated carbon from China are required to make cash deposits of estimated
antidumping duties at the time the goods are entered into the United States customs territory.
Deposits of duties are subject to future revision based on retrospective reviews conducted by the
Commerce Department. With one limited exception, the amount of duties owed can decrease or
increase retroactively based on the government’s subsequent review of the actual prices at which
the entries were sold.



The Company is both a domestic producer and one of the largest U.S. importers (from our
wholly-owned subsidiary Calgon Carbon (Tianjin) Co., Ltd.) of the activated carbon that is subject
to this proceeding. As such, the Company is involved in the Commerce Department’s proceedings both
as a domestic producer (a “petitioner”) and as a foreign exporter (a “respondent”).



As one of two U.S. producers involved as petitioners in the case, the Company is actively involved
in ensuring the Commerce Department obtains the most accurate information from the foreign
producers and exporters involved in the review, in order to calculate the most accurate results and
margins of dumping for the sales at issue.



As an importer of activated carbon from China and in light of the successful antidumping duty case,
the Company was required to pay deposits of estimated antidumping duties at the rate of 84.45
percent ad valorem to the Bureau of Customs and Border Protection (“Customs”) on entries made on or
after October 11, 2006 through April 9, 2007. Thereafter, deposits have been paid at 69.54
percent. Because of limits on the government’s legal authority to impose provisional duties prior
to issuance of a final determination, entries made between April 9, 2007 and April 19, 2007 were
not subject to duties.



The Company’s role as an importer that is required to pay duties results in a contingent liability
related to the final amount of duties that will be paid. The Company has made deposits of
estimated duties in two ways. First, estimated duties on entries in the period from October 11,
2006 through April 9, 2007 were covered by a bond. The total amount of duties that can be paid on
entries in this period is capped as a matter of law, though the Company may receive a refund with
interest of any difference due to a reduction in the actual margin of dumping found in the first
review. The Company’s estimated liability for duties during this period of $0.8 million is
reflected in accounts payable and accrued liabilities on the consolidated balance sheets at March
31, 2009 and December 31, 2008, respectively. Second, the Company has been required to post cash
deposits of estimated duties owed on entries of subject merchandise since April 19, 2007. The
final amount of duties owed on these entries may change, and can either increase or decrease
depending on the final results of relevant administrative inquiries. This process is briefly
described below.



The amount of estimated antidumping duties payable on goods imported into the United States is
subject to review and retroactive adjustment based on the actual amount of dumping that is



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





 - 9 - 









 





CONFIDENTIAL
TREATMENT



found. To do this, the Commerce Department conducts periodic reviews of sales made to the first
unaffiliated U.S. customer, typically over the prior 12 month period. These reviews will be
possible for at least five years, and can result in changes to the antidumping tariff rate (either
increasing or reducing the rate) applicable to any given foreign exporter. Revision of tariff
rates has two effects. First, it will alter the actual amount of duties that Customs will seek to
collect, by either increasing or decreasing the amount to reflect the actual amount of dumping that
was found. Where the actual amount of duties owed increases, the government will require payment
of the difference plus interest. Conversely, when the duty rate decreases, any difference is
refunded with interest. Second, the revised rate becomes the cash deposit rate applied to future
entries, and can either increase or decrease the amount of deposits an importer will be required to
pay.



The Company currently is in the midst of the first such review. Because it is the first review
conducted under the antidumping duty order, the review covers the period from October 11, 2006
through March 31, 2008 instead of the typical 12 month period. The preliminary results of the
review were announced on May 1, 2009 at which time the Department of Commerce informed the Company
that its revised tariff rate may increase from approximately 70% to approximately 189%, while the
average tariff for other importers ranges from approximately 50% to 119%. These results are
preliminary, based on information provided by respondents that has not yet been audited or
verified. These results are subject to adjustment up or down. The respondents, including Calgon
Carbon (Tianjin) Co., Ltd., are subject to additional requests for information and on-site
verification by the Department of Commerce of the accuracy of the information that has been
presented. The review must be completed no later than November 3, 2009 and could vary
substantially from the preliminary results. Because there are multiple factors that will
influence the final results, the Company is unable to estimate what, if any, adjustments to the
current duty deposit rate will occur or the amount of additional deposits or refunds the Company
may owe or receive, respectively.



On April 1, 2009, the Commerce Department published a formal notice allowing parties to request a
second annual administrative review of the antidumping duty order covering the period April 1, 2008
through March 31, 2009. Requests for review were due no later than April 30, 2009. In its
capacity as a U.S. producer, the Company requested reviews of multiple Chinese exporters. In its
capacity as a Chinese exporter, Calgon Carbon (Tianjin) Co., Ltd. requested its own review. A
notice formally initiating the review will be published in the Federal Register in the coming
weeks.



The contingent liability relating to duties paid on imports is somewhat mitigated by two factors.
First and foremost, the antidumping duty order’s disciplinary effect on the market encourages the
elimination of dumping through fair pricing, and thus tends to provide the Company the ability to
obtain an improved return on its investment and operations. Separately, pursuant to the Continued
Dumping and Subsidy Offset Act of 2000 (repealed effective Feb. 8, 2006), as an affected domestic
producer, the Company is eligible to apply for a distribution of a share of certain duties
collected on entries of subject merchandise from China from April 27, 2007 to September 30, 2007.
In July 2008, the Company applied for such a distribution. In December 2008, the Company received
a distribution of approximately $0.2 million, which reflected 59.57




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 - 10 - 









 




CONFIDENTIAL
TREATMENT




percent of the total amount available. The Company anticipates receiving additional amounts in
2009 and future years, though the exact amount is impossible to determine.



The matters disclosed in Schedule 6.24 are hereby incorporated by reference herein.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





 - 11 - 









 






CONFIDENTIAL
TREATMENT



Schedule 6.8




Title to Properties


Calgon Carbon Corporation:




	 	 	 
	Property	 	Owned or Leased
	PO Box 664
	 	Owned*
	Route 23
	 	 
	Catlettsburg, KY 41129
	 	 
	 
	 	 
	13121 Webre Road
	 	Owned*
	Bay St. Louis, MS 39520
	 	 
	 
	 	 
	Neville Island Plant
	 	Owned*
	200 Neville Road
	 	 
	Pittsburgh, PA 15225
	 	 
	 
	 	 
	Equipment & Assembly Plant
	 	Owned*
	4301 Grand Ave., Gate #4
	 	 
	Pittsburgh, PA 15225
	 	 
	 
	 	 
	Neville West Warehouse
	 	Owned
	Located between Grand Avenue and Neville Road
	 	 
	Pittsburgh, PA 15225
	 	 
	 
	 	 
	501 Hatchery Road
	 	Owned*
	Blue Lake, CA 95525-0827
	 	 
	 
	 	 
	Zoning Industriel C de Feluy
	 	Owned
	B718 Feluy, Belgium
	 	 
	 
	 	 
	La Louviere Warehouse
	 	Owned
	11 Rue Lecat, La Louviere 7900
	 	 
	Belgium
	 	 
	 
	 	 
	400 Calgon Carbon Drive
	 	Leased
	Pittsburgh, PA 15205
	 	 
	 
	 	 
	500 Calgon Carbon Drive
	 	Leased
	Pittsburgh, PA 15205
	 	 
	 
	 	 
	Engineered Solutions Plant
	 	Leased*
	McClaren Woods Drive
	 	 
	Coraopolis, PA 15108
	 	 
	 
	 	 
	12832 Imperial Highway
	 	Leased*
	Santa Fe Springs, CA 90670-4913
	 	 
	 
	 	 
	303 Mound Road, Building #2
	 	Leased
	Rockdale, IL 60436
	 	 
	 
	 	 
	1000 Island Avenue
	 	Leased*
	McKees Rocks, PA 15136
	 	 
	 
	 	 
	1055 Boot Road
	 	Leased
	Downingtown, PA 19335-4001
	 	 





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 12 - 









 




CONFIDENTIAL
TREATMENT



	 	 	 
	Property	 	Owned or Leased
	Duling Warehouse
	 	Leased*
	1602, 1606 & 1608 Rear Virginia Avenue
	 	 
	Huntington, WV 25704
	 	 
	 
	 	 
	1139 Patton
	 	Leased
	Sulphur, LA 70665
	 	 
	 
	 	 
	Ironton Warehouse
	 	Leased*
	918 1st Street
	 	 
	Ironton, OH 45638
	 	 
	 
	 	 
	Providence Service Center
	 	Leased
	68 Mill Street
	 	 
	Johnston, RI 02919
	 	 
	 
	 	 
	3000 Grand Avenue
	 	Leased
	Pittsburgh, PA 15225
	 	 
	 
	 	 
	Building 1, 3200 East Eight Mile Road
	 	Leased
	Stockton, CA 95212
	 	 
	 
	 	 
	1 Greentree Centre, Suite 301
	 	Leased
	Marlton, NJ 08053
	 	 
	 
	 	 
	2500 Central Parkway, Suite C
	 	Leased
	Houston, TX 77092
	 	 
	 
	 	 
	Allied Logistics Warehouse
	 	Leased*
	20 26th Street, 9 27th Street and 21 26th Street
	 	
	Huntington, WV 25703
	 	 
	 
	 	 
	Starway/Alliance
	 	Leased*
	4724 Starway
	 	 
	Houston, TX 77023
	 	 
	 
	 	 
	1971 E. Fifth Street, Suite 105
	 	Leased
	Tempe, AZ 85281
	 	 
	 
	 	 
	Cameron Warehouse
	 	Leased
	4306 W. 190th Street
	 	 
	Torrance, CA 90504
	 	 
	 
	 	 
	Port Bienville Industrial Park
	 	Leased*
	Hancock County, Mississippi
	 	 
	 
	 	 
	Calgon Carbon Investments, Inc.:
	 	 
	 
	 	 
	No owned or leased real property.
	 	 




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 - 13 - 









 




CONFIDENTIAL
TREATMENT



	 	 	 

	BSC Columbus, LLC:
	 	 
	 
	 	 
	The following tax parcel numbers, each of which is located at the
address commonly known as 835 N. Cassady Avenue, Columbus, OH
43219-2203: (i) 010-126783, (ii) 010-126704, (iii) 010-024781, and
(iv) 010-132316.
	 	Owned
	 
	 	 
	CCC Columbus, LLC:
	 	 
	 
	 	 
	The following tax parcel numbers, each of which is located at the
address commonly known as 835 N. Cassady Avenue, Columbus, OH
43219-2203: (i) 010-126713, (ii) 010-126789, (iii) 010-081911, (iv)
010-126784, (v) 010-018750, and (vi) 010-126708.
	 	Owned





Note: An “*” indicates a Material Real Property or Material Leased Location, as applicable.




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 - 14 - 









 




CONFIDENTIAL
TREATMENT





Schedule 6.13




Consents and Approvals



The following release documents:



Payoff Letter to be executed by JPMorgan Chase Bank, N.A.




The filing of the following:



UCC-1 Financing Statements:



Calgon Carbon Corporation — Delaware Secretary of State



Calgon Carbon Investments, Inc. — Delaware Secretary of State



BSC Columbus, LLC — Delaware Secretary of State



CCC Columbus, LLC — Delaware Secretary of State



Fixture Filings:



Calgon Carbon Corporation — Allegheny County, Pennsylvania



Calgon Carbon Corporation — Hancock County, Mississippi



Calgon Carbon Corporation — Boyd County, Kentucky



Calgon Carbon Corporation — Humboldt County, California



Mortgage Documents:



Calgon Carbon Corporation — Allegheny County, Pennsylvania



Calgon Carbon Corporation — Hancock County, Mississippi



Calgon Carbon Corporation — Boyd County, Kentucky



Calgon Carbon Corporation — Humboldt County, California



Terminations of Mortgages and Fixture Filings filed at County Offices



Satisfaction and Discharge of Mortgage to discharge Open-End Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing granted by Calgon Carbon Corporation in favor of
JPMorgan Chase Bank, N.A. and recorded with the Office of the Clerk of Court of Boyd County,
Kentucky on September 5, 2006 as document number 58562 in Mortgage Book 1030, Page 279





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 - 15 - 









 





CONFIDENTIAL
TREATMENT



Satisfaction and Discharge of Mortgage to discharge Open-End Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing granted by Calgon Carbon Corporation in favor of
JPMorgan Chase Bank, N.A. and recorded with the Office of the Chancery Clerk of Hancock County at
Bay St. Louis, Mississippi on October 17, 2006 in Book 2006, Page 51301



Satisfaction and Discharge of Mortgage to discharge Open-End Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing granted by Calgon Carbon Corporation in favor of
JPMorgan Chase Bank, N.A. and recorded with the Recorder of Deeds of Allegheny County, Pennsylvania
on September 5, 2006 in Mortgage Book Volume 32596, Page 30



Satisfaction and Discharge of Mortgage to discharge Open-End Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing granted by Calgon Carbon Corporation in favor of
JPMorgan Chase Bank, N.A. and recorded with the Recorder of Deeds of Allegheny County, Pennsylvania
on October 27, 2006 in Mortgage Book Volume 32873, Page 53



Termination Statement to terminate UCC Fixture Filing naming Calgon Carbon Corporation as debtor
and JP Mortgage Chase Bank, N.A. as secured party and recorded with the Office of the Clerk of
Court of Boyd County, Kentucky on August 21, 2006 in Fixture Filing Book 5, Page 258



Termination Statement to terminate UCC Fixture Filing naming Calgon Carbon Corporation as debtor
and JP Mortgage Chase Bank, N.A. as secured party and recorded with the Office of the Clerk of
Court of Boyd County, Kentucky on August 25, 2006 in Fixture Filing Book 5, Page 268



Termination Statement to terminate UCC Fixture Filing naming Calgon Carbon Corporation as debtor
and JP Mortgage Chase Bank, N.A. as secured party and recorded with the Office of the Clerk of
Court of Boyd County, Kentucky on September 5, 2006 in Fixture Filing Book 5, Page 274



Termination Statement to terminate UCC Fixture Filing naming Calgon Carbon Corporation as debtor
and JP Morgan Chase Bank, N.A. as secured party and recorded with the Office of the Chancery Clerk
of Hancock County at Bay St. Louis, Mississippi on August 21, 2006 at File No. 38267



Termination Statement to terminate UCC Fixture Filing naming Calgon Carbon Corporation as debtor
and JP Morgan Chase Bank, N.A. as secured party and recorded with the Recorder of Deeds of
Allegheny County, Pennsylvania on August 22, 2006 at File No. 2006-66205



Termination Statement to terminate UCC Fixture Filing naming Calgon Carbon Corporation as debtor
and JP Morgan Chase Bank, N.A. as secured party and recorded with the Recorder of Deeds of
Allegheny County, Pennsylvania on August 28, 2006 at File No. 2006-66228



Termination Statement to terminate UCC Fixture Filing naming Calgon Carbon Corporation as debtor
and JP Morgan Chase Bank, N.A. as secured party and recorded with the Recorder of Deeds of
Allegheny County, Pennsylvania on October 27, 2006 at File No. 2006-66527




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





 - 16 - 









 




CONFIDENTIAL
TREATMENT


Terminations of Financing Statements filed at State Filing Offices:





Termination Statement to terminate UCC Financing Statement naming Calgon Carbon Corporation as
debtor and JP Morgan Chase Bank, N.A. as secured party and filed with the Delaware Secretary of
State on August 18, 2006 at File No. 62896454



Termination Statement to terminate UCC Financing Statement naming Calgon Carbon Investments, Inc.
as debtor and JP Morgan Chase Bank, N.A. as secured party and filed with the Delaware Secretary of
State on August 18, 2006 at File No. 62896512



Termination Statement to terminate UCC Financing Statement naming BSC Columbus, LLC as debtor and
JP Morgan Chase Bank, N.A. as secured party and filed with the Delaware Secretary of State on
August 18, 2006 at File No. 62896488



Termination Statement to terminate UCC Financing Statement naming CCC Columbus, LLC as debtor and
JP Morgan Chase Bank, N.A. as secured party and filed with the Delaware Secretary of State on
August 18, 2006 at File No. 62896413



Terminations of Intellectual Property Filings:



Release of Security Interest- Trademarks — to be filed in U.S. Patent and Trademark Office



Release of Security Interest- Patents — to be filed in U.S. Patent and Trademark Office




The following corporate approvals:



Approval of the Board of Directors of Calgon Carbon Corporation



Approval of the Board of Directors of Calgon Carbon Investments, Inc.



Approval of the Board of Managers of BSC Columbus, LLC



Approval of the Board of Managers of CCC Columbus, LLC




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 - 17 - 











 




 CONFIDENTIAL
TREATMENT


Schedule 6.15




Material Patents, Trademarks, Copyrights, Etc.



Material Patents:




CALGON CARBON CORPORATION

ACTIVE UNITED STATES ISSUED PATENTS




	 	 	 
	Registered Patent No.	 	Patent Title/Description
	5,063,196

	 	Chromium-free impregnated activated carbon for
adsorption of toxic gases and/or vapors
	 
	 	 
	5,492,882

	 	Chromium-free impregnated activated universal
respirator carbon for adsorption of toxic gases
and/or vapors in industrial applications






CALGON CARBON CORPORATION

US PATENT APPLICATIONS




	 	 	 	 	 
	Application Serial	 	 	 	 
	Number	 	Application Filing Date	 	Patent Title/Description
	[***]	 	[***]	 	[***]
	 
	 	 	 	 
	[***]	 	[***]	 	[***]
	 
	 	 	 	 
	[***]	 	[***]	 	[***]
	 
	 	 	 	 
	[***]	 	[***]	 	[***]
	 
	 	 	 	 
	[***]	 	[***]	 	[***]





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT


Material Trademarks:




CALGON CARBON CORPORATION

UNITED STATES REGISTERED TRADEMARKS AND PENDING TRADEMARKS




	 	 	 	 	 
	 	 	REGISTRATION NO. &	 	 
	 	 	REGISTRATION DATE OR	 	 
	 	 	APPLICATION NO. & FILING	 	 
	MARK	 	DATE	 	PRODUCT AND/OR SERVICE
	AGRISORB

	 	Registration No. 1,549,706

Registration Date — August 1, 1989
	 	Class 1: Adsorber unit containing activated carbon for
removing soluble or insoluble organic compounds from water
	 
	 	 	 	 
	ALL GONE!

	 	Registration No. 3,112,742

Registration Date — July 4, 2006
	 	Class 1: Activated carbon for use in air purification

Class 5: Air deodorizer

Class 11: Air cleaning units
	 
	 	 	 	 
	

	 	Registration No. 3,086,670 

Registration Date — April 25, 2006
	 	Class 1: Activated carbon for use in air purification

Class 5: Air deodorizer

Class 11: Air cleaning units
	 
	 	 	 	 
	

	 	Registration No. 3,074,758

Registration Date — March 28, 2006
	 	Class 1: Activated carbon for use in air purification

Class 5: Air deodorizer

Class 11: Air cleaning units
	 
	 	 	 	 
	AMMONASORB

	 	Registration No. 2,109,076

Registration Date — October 28,
1997
	 	Class 1: Impregnated activated carbon for use in the removal
of ammonia vapors





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 19 -









 




CONFIDENTIAL
TREATMENT



	 	 	 	 	 
	 	 	REGISTRATION NO. &	 	 
	 	 	REGISTRATION DATE OR	 	 
	 	 	APPLICATION NO. & FILING	 	 
	MARK	 	DATE	 	PRODUCT AND/OR SERVICE
	APOLLO

	 	Registration No. 3,042,476

Registration Date — January 10,
2006
	 	Class 11: A passive vapor phase biological air treatment
system that removes airborne odorous compounds from wastewater
treatment facilities, such system comprised of a multistage
process contained within one or more vessels that shall be
filled with media which supports a biological colony capable of
eliminating odorous compounds and shall include ancillary
equipment to provide for air movement, water addition and water
recirculation.
	 
	 	 	 	 
	

	 	Registration No. 3,060,671 

Registration Date — February 21,
2006
	 	Class 9: A passive vapor phase biological air treatment system
that removes airborne odorous compounds from wastewater
treatment facilities, such system comprised of a multistage
process contained within one or more vessels that shall be
filled with media which supports a biological colony capable of
eliminating odorous compounds and shall include ancillary
equipment to provide for air movement, water addition and water
recirculation.
	 
	 	 	 	 
	AURORA UV

	 	Registration No. 2,339,949

Registration Date — April 11, 2000
	 	Class 11: Wastewater disinfection system that destroys the DNA
in bacteria, viruses and other microorganisms by exposing them
to ultraviolet light, consisting primarily of an enclosed
reactor mounted on a wet frame, ultraviolet lamps enclosed in
quartz sleeves mounted on module arms which are attached to a
dry frame, power supplies/ballasts located in a separate
enclosure, sold as a unit.
	 
	 	 	 	 
	BPL

	 	Registration No. 737,703

Registration Date — September 18,
1962
	 	Class 1: Activated carbon
	 
	 	 	 	 
	BULK-BACK

	 	Registration No. 1,245,994

Registration Date — July 19, 1983
	 	Class 39: Bulk handling of activated carbon for others.
	 
	 	 	 	 
	C3150

	 	Registration No. 3,099,217

Registration Date — May 30, 2006
	 	Class 11: Open channel wastewater ultraviolet disinfection
units using amalgam lamps for the purpose of reducing coliform
and other bacteria and viruses to regulated levels.





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 20 -









 




CONFIDENTIAL
TREATMENT



	 	 	 	 	 
	 	 	REGISTRATION NO. &	 	 
	 	 	REGISTRATION DATE OR	 	 
	 	 	APPLICATION NO. & FILING	 	 
	MARK	 	DATE	 	PRODUCT AND/OR SERVICE
	CAL

	 	Registration No. 737,704 

Registration Date — September 18,
1962
	 	Class 1: Activated carbon
	 
	 	 	 	 
	CALMEDIA

	 	Registration No. 3,006,199

Registration Date — October 11,
2005
	 	Class 1: Ion exchange and chromatographic process media,
namely, ion exchange resins, fluid separation resins,
chromatographic separation ion exchange resins, silica gels and
zeolites, chiral separation resins and gels and adsorption
media such as activated carbon or activated alumina for the
purpose of liquid purification, separation and recovery.
	 
	 	 	 	 
	CALSOLUTIONS

	 	Registration No. 3,138,934

Registration Date — September 5,
2006
	 	Class 1: Groundwater remediation products, namely, ion
exchange and chromatographic process media in the nature of ion
exchange resins, fluid separation resins, chromatographic
separation ion exchange resins, silica gels and zeolites,
chiral separation resins and gels and adsorption media such as
activated carbon or activated alumina for the purpose of liquid
purification, separation and recovery; ion exchange resins used
for perchlorate and nitrate removal from water and
photochemical water purification systems comprised of
ultraviolet lamps, injection plugs, reactors, pumps and parts
thereof
	 
	 	 	 	 
	CANE CAL

	 	Registration No. 781,920 

Registration Date — December 22,
1964
	 	Class 1: Activated Carbon
	 
	 	 	 	 
	CARBSORB

	 	Registration No. 3,032,645 

Registration Date — December 20,
2005
	 	Class 1: Granular activated carbon for liquid phase
applications for the removal of organic contaminants in
groundwater remediation and drinking water treatment
applications.
	 
	 	 	 	 
	CENTAUR

	 	Registration No. 1,928,613

Registration Date — October 17,
1995
	 	Class 1: Catalytic activated carbon for removing impurities
from vapors, primarily, Nox, Sox, H2S, chloramine, toluene,
benzene and butane.




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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CONFIDENTIAL
TREATMENT



	 	 	 	 	 
	 	 	REGISTRATION NO. &	 	 
	 	 	REGISTRATION DATE OR	 	 
	 	 	APPLICATION NO. & FILING	 	 
	MARK	 	DATE	 	PRODUCT AND/OR SERVICE
	CLEANAMINE

	 	Registration No. 1,560,729 

Registration Date — October 17,
1989
	 	Class 11: Units for purifying amino streams by adsorption by
carbon.
	 
	 	 	 	 
	COOPERITE

	 	Registration No. 1,878,186 

Registration Date — February 7,
1995
	 	Class 1: Activated carbon for use in respirators to purify air.
	 
	 	 	 	 
	CPG

	 	Registration No. 837,396 

Registration Date — October 24,
1967
	 	Class 1: Activated carbon
	 
	 	 	 	 
	CSEP

	 	Registration No. 3,480,234

Registration Date — August 5,
2008
	 	Class 9: Chromatography separators
	 
	 	 	 	 
	CYCLESORB

	 	Registration No. 1,792,978

Registration Date — September 14,
1993
	 	Class 40: Liquid and vapor adsorption services, namely, the
removal of dissolved organic contaminants from water and
wastewater.
	 
	 	 	 	 
	DISPOSORB

	 	Registration No. 1,269,107 

Registration Date — March 6, 1984
	 	Class 11: Filter units for adsorption of organics in liquid
	 
	 	 	 	 
	EUMC

	 	Registration No. 3,331,536 

Registration Date — November 6,
2007
	 	Class 1: Non-chromium containing impregnated granular
activated carbon for use in military respirator masks
	 
	 	 	 	 
	FILTRASORB

	 	Registration No. 849,052 

Registration Date — May 14, 1968
	 	Class 1: Granular activated carbon for water purification.
	 
	 	 	 	 
	FLEXZORB

	 	Registration No. 2,691,364 

Registration Date — February 25,
2003
	 	Class 1: Carbon cloth used to prevent tarnishing in jewelry
boxes and silver boxes.





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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CONFIDENTIAL
TREATMENT



	 	 	 	 	 
	 	 	REGISTRATION NO. &	 	 
	 	 	REGISTRATION DATE OR	 	 
	 	 	APPLICATION NO. & FILING	 	 
	MARK	 	DATE	 	PRODUCT AND/OR SERVICE
	“FLOWSORB”

	 	Registration No. 1,789,273 

Registration Date — August 24,
1993
	 	Class 11: Absorption filter canisters for industrial,
commercial, municipal waste water treatment applications such
as small wastewater streams; groundwater remediation,
underground storage tank leaks, well pump tests, product
purification or decolorization; tank cleaning water treatment,
batch water or product treatment, carbon absorption pilot
testing; emergency spill treatment; monitoring well water
treatment.
	 
	 	 	 	 
	FLUEPAC

	 	Registration No. 2,050,970

Registration Date — April 8, 1997
	 	Class 1: Activated carbon used in the removal of mercury
dioxin, furans and other VOC compounds from stack gas streams.
	 
	 	 	 	 
	GRC

	 	Registration No. 1,667,294

Registration Date — December 10,
1991
	 	Class 1: Granular activated carbon for use in gold adsorption
processes.
	 
	 	 	 	 
	HGR

	 	Registration No. 1,756,289

Registration Date — March 9, 1993
	 	Class 1: Granular activated carbon for removal of mercury from
gaseous streams or environments in the natural gas processing
industry, the metal refining industry, the electronics
manufacturing industry, the battery production industry, the
light bulb production industry and the caustic production
industry.
	 
	 	 	 	 
	ISEP

	 	Registration No. 1,511,623

Registration Date — November 8,
1988
	 	Class 9: Apparatus for effecting continuous ion exchange
separate and similar absorption or adsorption processes
	 
	 	 	 	 
	IVP

	 	Registration No. 2,717,533

Registration Date — May 20, 2003
	 	Class 1: Granular activated carbon used in industrial
processes to remove odor causing components, namely, hydrogen
sulfide and methyl mercatan.
	 
	 	 	 	 
	

	 	Registration No. 796,612 

Registration Date — September 28,
1965
	 	Class 1: Activated carbon





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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CONFIDENTIAL
TREATMENT



	 	 	 	 	 
	 	 	REGISTRATION NO. &	 	 
	 	 	REGISTRATION DATE OR	 	 
	 	 	APPLICATION NO. & FILING	 	 
	MARK	 	DATE	 	PRODUCT AND/OR SERVICE
	PHOENIX

	 	Registration No. 2,181,211 

Registration Date — August 11,
1998
	 	Class 11: Filtering units used for the removal of hydrogen
sulfide from off-gases from industrial, commercial and
municipal process to reduce odor.
	 
	 	 	 	 
	

	 	Registration No. 2,173,642 

Registration Date — July 14, 1998
	 	Class 11: Filtering units used for the removal of hydrogen
sulfide from off-gases from industrial, commercial and
municipal process to reduce odor.
	 
	 	 	 	 
	PREZERVE

	 	Registration No. 3,580,305 

Registration Date — February 24,
2009
	 	Class 14: Enclosure in the nature of a jewelry box used for
the conservation and protection of metal surfaces by absorbing
harmful hydrogen sulfides known to cause tarnish
	 
	 	 	 	 
	PURRFECTLY FRESH

	 	Registration No. 2,491,464 

Registration Date — September 18,
2001
	 	Class 1: Activated carbon, namely, a carbon used for kitty
litter odor control.
	 
	 	 	 	 
	PURRFECTLY FRESH

	 	Registration No. 2,618,178 

Registration Date — September 10,
2002
	 	Class 5: Deodorizers for household use, namely for rooms,
carpets and rugs, showers, bathtubs, upholstery, fabrics,
clothing, automobiles, boats, cat litter, garbage, diaper
pails, ashtrays, refrigerators, freezers, sinks, sports and
leisure bags, gym lockers, closets, medicine cabinets, and pet
bedding.
	 
	 	 	 	 
	RAYOX

	 	Registration No. 1,583,536

Registration Date — February 20,
1990
	 	Class 11: Photochemical water purification system primarily
comprising an ultraviolet lamp, injection plugs, reactor, pump
and parts thereof.
	 
	 	 	 	 
	REACT PH

	 	Registration No. 2,004,505 

Registration Date — October 1,
1996
	 	Class 1: Activated carbon providing stabilized effluent pH for
use in water treatment.





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 24 -









 




CONFIDENTIAL
TREATMENT



	 	 	 	 	 
	 	 	REGISTRATION NO. &	 	 
	 	 	REGISTRATION DATE OR	 	 
	 	 	APPLICATION NO. & FILING	 	 
	MARK	 	DATE	 	PRODUCT AND/OR SERVICE
	RVG

	 	Registration No. 1,667,293 

Registration Date — December 10,
1991
	 	Class 1: Granular activated carbon for use in industrial
respirators.
	 
	 	 	 	 
	SENTINEL

	 	Registration No. 2,468,140 

Registration Date — July 10, 2001
	 	Class 11: Ultraviolet-light based water disinfection unit
which inactivates or sterilizes water born oocysts in municipal
water systems.
	 
	 	 	 	 
	SGL

	 	Registration No. 735,533 

Registration Date — August 7, 1962
	 	Class 1: Activated carbon
	 
	 	 	 	 
	SULFUSORB

	 	Registration No. 1,559,478 

Registration Date — October 10,
1989
	 	Class 1: Activated carbon for removing hydrogen sulfide and
organic sulfur compounds from gas streams.
	 
	 	 	 	 
	

	 	Registration No. 1,331,915 

Registration Date — April 23, 1985
	 	Class 11: Adsorption unit for control of odors for industrial
and municipal use.
	 
	 	 	 	 
	

	 	Registration No. 3,034,919

Registration Date — December 27,
2005
	 	Class 11: Odor control system for deodorizing and purifying
air, namely, for activated carbon based processing of air
containing odorous and/or toxic compounds with the system
comprising of a vessel, a fume exhauster fan, one set of
transition duct and flow control damper, one particulate filter
assembly, one pressure differential indicator and an initial
load of activated carbon.
	 
	 	 	 	 
	TOG

	 	Registration No. 1,667,292

Registration Date — December 10,
1991
	 	Class 1: Granular activated carbon for use in water treatment
processes.
	 
	 	 	 	 
	UFR

	 	Registration No. 3,248,543

Registration Date — May 29, 2007
	 	Class 1: Non-chromium containing impregnated granular
activated carbon used in first responder respirator masks for
the removal of various industrial gases and chemical warfare
agents




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 25 -









 




CONFIDENTIAL
TREATMENT



	 	 	 	 	 
	 	 	REGISTRATION NO. &	 	 
	 	 	REGISTRATION DATE OR	 	 
	 	 	APPLICATION NO. & FILING	 	 
	MARK	 	DATE	 	PRODUCT AND/OR SERVICE
	URC

	 	Registration No. 2,022,957

Registration Date — December 17,
1996
	 	Class 1: Activated carbon adsorbent for use in air treatment.
	 
	 	 	 	 
	VAPOR-PAC

	 	Registration No. 1,560,730

Registration Date — October 17,
1989
	 	Class 11: Units for removing volatile organic compounds from
vapor streams by granular activated carbon.
	 
	 	 	 	 
	VENTSORB

	 	Registration No. 1,035,741

Registration Date — March 16, 1976
	 	Class 11: Adsorbent filter canister for control of vapors,
odors and air pollution from chemical storage tanks.
	 
	 	 	 	 
	WPH

	 	Registration No. 1,538,724

Registration Date — May 16, 1989
	 	Class 1: Activated carbon for municipal and industrial water
treatment.
	 
	 	 	 	 
	WPL

	 	Registration No. 1,538,723

Registration Date — May 16, 1989
	 	Class 1: Activated carbon for municipal and industrial water
treatment.
	 
	 	 	 	 
	WPX

	 	Registration No. 1,813,285

Registration Date — December 28,
1993
	 	Class 1: Activated carbon adsorbent for use in air treatment.
	 
	 	 	 	 
	ADSORBIT

(Owned by Barnebey 

Sutcliffe Corporation)1

	 	Registration No. 1,789,273

Registration Date — August 22,
1961
	 	Class 1: Activated charcoal
	 
	 	 	 	 
	BARNEBEY SUTCLIFFE

(Owned by Barnebey 

Sutcliffe Corporation)

	 	Registration No. 1,613,428

Registration Date — September
18, 1990
	 	Class 1: Activated carbon for use in purification equipment








 




			
	1	 	The assets of Barnebey Sutcliffe Corporation were
acquired by Calgon Carbon Corporation pursuant to that certain Purchase
Agreement dated February 3, 2004 between Waterlink, Inc. and Barnebey Sutcliffe
Corporation, as Seller, and Calgon Carbon Corporation, as Buyer.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 26 -









 







CONFIDENTIAL
TREATMENT




	 	 	 	 	 
	 	 	REGISTRATION NO. &	 	 
	 	 	REGISTRATION DATE OR	 	 
	 	 	APPLICATION NO. & FILING	 	 
	MARK	 	DATE	 	PRODUCT AND/OR SERVICE
	BARNEBEY SUTCLIFFE

(Owned by Barnebey 

Sutcliffe Corporation)

	 	Registration No. 1,603,601

Registration Date — June 26, 1990
	 	Class 11: Air purification units for removal of contaminants;
solvent recovery systems primarily comprising activated carbon
and filtering devices; gas and liquid filtering units for
contaminant removal; bat out housings, namely, air-tight filter
enclosures
	 
	 	 	 	 
	BARNEBEY-CHENEY

(Owned by Barnebey 

Sutcliffe Corporation)

	 	Registration No. 702,068

Registration Date — August 2,
1960
	 	Class 1: Activated carbon
	 
	 	 	 	 
	

(Owned by Sutcliffe
Speakman Carbons Ltd.)

	 	Registration No. 2,796,561

Registration Date — December 23,
2003
	 	Class 1: Activated carbon compositions for a wide variety of
industry uses
	 
	 	 	 	 
	FORMASORB 

(Owned by Barnebey 

Sutcliffe Corporation)

	 	Registration No. 1,773,333

Registration Date — May 25, 1993
	 	Class 1: Impregnated carbon adsorbent for removing
formaldehyde from gas
	 
	 	 	 	 
	PROTECT I

(Owned by Barnebey 

Sutcliffe Corporation)

	 	Registration No. 1,635,192

Registration Date — February 19,
1991
	 	Class 1: Activated carbon vapor package adsorber
	 
	 	 	 	 
	PROTECT II

(Owned by Barnebey 

Sutcliffe Corporation)

	 	Registration No. 1,638,052

Registration Date — March 19,
1991
	 	Class 1: Activated carbon liquid package adsorber
	 
	 	 	 	 
	PUR AIR 

(Owned by Barnebey 

Sutcliffe Corporation)

	 	Registration No. 747,284 

Registration Date —March 26, 1963
	 	Class 11: Air-purifying machines and parts thereof containing
activated carbon and used in the removal of noxious odors and
gases from the atmosphere
	 
	 	 	 	 
	RAPID RENTAL 

(Owned by Barnebey 

Sutcliffe Corporation)

	 	Registration No. 2,773,892

Registration Date — October 14,
2003
	 	Class 37: Short-term leasing of gaseous and liquid purification
equipment




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 27 -









 




CONFIDENTIAL
TREATMENT


Schedule 6.17




Status of the Pledged Collateral


BSC Columbus Operating Agreement, dated as of February 11, 2004, as amended



CCC Columbus Operating Agreement, dated as of February 11, 2004, as amended





 [***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT





Schedule 6.18




Insurance


The policies described in ACORD 27, Evidence of Property Insurance, issued by Factory Mutual
Insurance Coverage, covering the Loan Parties



The policies described in ACORD 25, Certificate of Liability Insurance, issued by National Union
Fire Insurance Company of Pennsylvania and Insurance Company of State of Pennsylvania, covering the
Loan Parties



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





- 29 -









 






CONFIDENTIAL
TREATMENT



Schedule 6.20




Material Contracts; Burdensome Restrictions


Calgon Carbon Corporation 2008 Equity Incentive Plan



1997 Directors’ Fee Plan



Employment agreements between Calgon Carbon Corporation and C.H.S. (Kees) Majoor, Leroy M. Ball,
Gail A. Gerono, Robert P. O’Brien, Dennis M. Sheedy, John S. Stanik and James A. Sullivan
(unexecuted)



Purchase Agreement, dated February 3, 2004, among Waterlink, Inc. and Barnebey Sutcliffe
Corporation and Calgon Carbon Corporation



Joint Venture Agreement, dated as of August 12, 2002, between Mitsubishi Chemical Corporation and
Calgon Carbon Corporation



Business Sale Agreement, dated February 17, 2006, among Calgon Carbon Corporation and Chemiviron
Carbon GmbH, collectively, as sellers and proFagus GmbH, proFagus Grundstuckverwaltungs GmbH and
proFagus Beteiligungs GmbH, collectively, as buyers



Asset Purchase Agreement, dated as of April 10, 2006, by and among Calgon Carbon Corporation,
Chemviron Carbon Limited, MEGTEC Systems, Inc. and MEGTEC Environmental, Ltd.



Indenture, dated as of August 18, 2006, by and among Calgon Carbon Corporation, Calgon Carbon
Investments, Inc., BSC Columbus, LLC, CCC Columbus, LLC and The Bank of New York, as trustee



Registration Rights Agreement, dated as of August 18, 2006, by and among Calgon Carbon Corporation,
Calgon Carbon Investments, Inc., BSC Columbus, LLC, CCC Columbus, LLC and J.P. Morgan Securities
Inc.



Purchase Agreement, dated as of August 18, 2006, by and among Calgon Carbon Corporation, Calgon
Carbon Investments, Inc., BSC Columbus, LLC, CCC Columbus, LLC and J.P. Morgan Securities Inc.



Basic Working Agreement between Calgon Carbon Corporation and United Steel, Paper and Forestry,
Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union,
AFL-CIO-CLC for: Neville Island Local 5032. 15, Big Sandy Local 707 and Columbus Local 23.08.



Lease Agreement, dated March 1, 2005, as amended, between Calgon Carbon Corporation and Mosites 400
High Tower Company



Lease Agreement, dated March 1, 2005, as amended, between Calgon Carbon Corporation and Mosites 500
High Tower Company



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 30 -









 




CONFIDENTIAL
TREATMENT




Agreement, dated January 14, 1997, as amended, by and among Massey Coal Sales Company, Inc. d/b/a
Massey Industrial Sales Company, as sales agent for coal produced by Green Valley Coal Company and
Calgon Carbon Corporation



Strategic Alliance Agreement, dated April 1, 2005, as amended, between E.I. du Pont de Nemours and
Company and Calgon Carbon Corporation



Amended and Restated Midwest Generation EME, LLC Master Supply Agreement for Procurement of
Activated Carbon, dated June 2, 2008, as amended, between Midwest Generation EME, LLC and Calgon
Carbon Corporation.



The following employee benefit plans:





	•	 	Calgon Carbon Corporation Retirement Plan for Salaried Employees (Plan-001)
	 
	•	 	Calgon Carbon Corporation Retirement Plan for Hourly Rated Employees of the Big Sandy Plant
(Plan-003)
	 
	•	 	Calgon Carbon Corporation Pension Plan for Hourly Rated Employees of Neville Island Plant
(Plan-005)
	 
	•	 	Barnebey Sutcliffe Corporation Retirement Benefits Plan (Plan-007)
	 
	•	 	Calgon Carbon Corporation Medical Plan (Plan-502)
	 
	•	 	Calgon Carbon Corporation Salaried Group Life Insurance Plan (Plan-505)
	 
	•	 	Calgon Carbon Corporation Salaried Long Term Disability Plan (Plan-510)
	 
	•	 	Calgon Carbon Corporation Hourly Sickness and Accident Plan (Plan-515)
	 
	•	 	Calgon Carbon Corporation Health Care Flexible Spending Plan (Plan-525)
	 
	•	 	Calgon Carbon Corporation Thrift Savings Plan (Plan-010)
	 
	•	 	Calgon Carbon Corporation Hourly and Salary Travel Accident Plan (Plan-520)





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 31 -









 










CONFIDENTIAL
TREATMENT


Schedule 6.22




Plans and Benefit Arrangements


No Form 5500s have been filed with respect to the master trust that is used to fund the Borrower’s
Plans. The Company does not believe that such failures to file will have a material adverse effect
on the Company or any Plan.



The aggregate actuarial present value of all benefit liabilities (whether or not vested) under all
Plans that are presently sponsored by the Borrower or a member of the ERISA Group, as disclosed in,
and as of the date of, the most recent actuarial report for such Plans, delivered on or prior to
the Closing Date, exceeds the aggregate fair market value of the assets of such Plans, using the
actuarial assumptions set forth in such report, by approximately $31 million.




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 32 -









 





CONFIDENTIAL
TREATMENT




Schedule 6.24




Environmental Matters and Safety Matters


1. In conjunction with the February 2004 purchase of substantially all of Waterlink’s operating
assets and the stock of Waterlink’s U.K. subsidiary, several environmental studies were performed
on Waterlink’s Columbus, Ohio property by environmental consulting firms which identified and
characterized areas of contamination. In addition, these firms identified alternative methods of
remediating the property, identified feasible alternatives and prepared cost evaluations of the
various alternatives. The Company concluded from the information in the studies that a loss at
this property is probable and recorded the liability as a component of noncurrent other liabilities
in the Company’s consolidated balance sheet. At March 31, 2009 and December 31, 2008, the balance
recorded was $4.0 million. Liability estimates are based on an evaluation of, among other factors,
currently available facts, existing technology, presently enacted laws and regulations, and the
remediation experience of other companies. The Company has not incurred any environmental
remediation expense for the periods ended March 31, 2009 and 2008. It is reasonably possible that a
change in the estimate of this obligation will occur as remediation preparation and remediation
activity commences in the future. The ultimate remediation costs are dependent upon, among other
things, the requirements of any state or federal environmental agencies, the remediation methods
employed, the final scope of work being determined, and the extent and types of contamination which
will not be fully determined until experience is gained through remediation and related activities.
The accrued amounts are expected to be paid out over the course of several years once work has
commenced. The Company has yet to make a determination as to when it will proceed with remediation
efforts.



2. By letter dated January 22, 2007, the Company received from the United States Environmental
Protection Agency, Region 4 (“EPA”) a report of a hazardous waste facility inspection performed by
the EPA and the Kentucky Department of Environmental Protection (“KYDEP”) as part of a Multi Media
Compliance Evaluation of the Company’s Big Sandy Plant in Catlettsburg, Kentucky that was conducted
on September 20 and 21, 2005. Accompanying the report was a Notice of Violation (“NOV”) alleging
multiple violations of the Federal Resource Conservation and Recovery Act (“RCRA”) and
corresponding EPA and KYDEP hazardous waste regulations. The alleged violations mainly concern the
hazardous waste spent activated carbon regeneration facility. The Company met with the EPA on
April 17, 2007 to discuss the inspection report and alleged violations, and submitted written
responses in May and June 2007. In August 2007, the EPA notified the Company that it believes
there were still significant violations of RCRA that are unresolved by the information in the
Company’s responses, without specifying the particular violations. During a meeting with the EPA
on December 10, 2007, the EPA indicated that the agency would not pursue certain other alleged
violations. Based on discussions during the December 10, 2007 meeting, subsequent communications
with EPA, and in connection with the Comprehensive Environmental Response, Compensation and
Liability Act (“CERCLA”) Notice referred to below, the Company has taken actions to address and
remediate a number of the unresolved alleged violations. The Company believes that the number of
unresolved issues as to alleged continuing violations cited in the January 22, 2007 NOV has been
reduced substantially. The EPA can take formal enforcement action to require the Company to
remediate any or all of the unresolved alleged continuing



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 33 -









 






CONFIDENTIAL
TREATMENT


violations which could require the Company to incur substantial additional costs. The EPA can also
take formal enforcement action to impose substantial civil penalties with respect to violations
cited in the NOV, including those which have been admitted or resolved. The Company is awaiting
further response from the EPA and cannot predict with any certainty the probable outcome of this
matter or range of potential loss, if any.



On July 3, 2008, the EPA verbally informed the Company that there are a number of unresolved RCRA
violations at the Big Sandy Plant which may render the facility unacceptable to receive spent
carbon for reactivation from sites regulated under the CERCLA pursuant to the CERCLA Off-Site Rule.
The Company received written notice of the unacceptability determination on July 14, 2008 (the
“CERCLA Notice”). The CERCLA Notice alleged multiple violations of RCRA and four releases of
hazardous waste. The alleged violations and releases were cited in the September 2005 multi-media
compliance inspections, and were among those cited in the January 2007 NOV described in the
preceding paragraph as well. The CERCLA Notice gave the Company until September 1, 2008 to
demonstrate to the EPA that the alleged violations and releases are not continuing, or else the Big
Sandy Plant would not be able to receive spent carbon from CERCLA sites until the EPA determined
that the facility is again acceptable to receive such CERCLA wastes. This deadline subsequently was
extended several times. The Company met with the EPA in August 2008 regarding the CERCLA Notice and
submitted a written response to the CERCLA Notice prior to the meeting.



By letter dated August 18, 2008, the Company was notified by the EPA Suspension and Debarment
Division (“SDD”) that because of the alleged violations described in the CERCLA Notice, the SDD was
making an assessment of the Company’s present responsibility to conduct business with Federal
Executive Agencies. Representatives of the SDD attended the August 2008 EPA meeting. On August
28, 2008, the Company received a letter from the Division requesting additional information from
the Company in connection with the SDD’s evaluation of the Company’s potential “business risk to
the Federal Government,” noting that the Company engages in procurement transactions with or funded
by the Federal Government. The Company provided the SDD with all information requested by the
letter in September 2008. The SDD can suspend or debar a Company from sales to the federal
government directly or indirectly through government contractors or with respect to projects funded
by the federal government. In October 2008, the SDD indicated that it was still reviewing the
matter but that another meeting with the Company was not warranted at that time. The Company
believes that there is no basis for suspension or debarment on the basis of the matters asserted by
the EPA in the CERCLA Notice or otherwise. The Company has had no further communication with the
SDD’s since October 2008



By letter dated February 13, 2009, the EPA informed the Company that based on information submitted
by the Company indicating that the Big Sandy Plant has returned to physical compliance for the
alleged violations and releases, the EPA had made an affirmative determination of acceptability for
receipt of CERCLA wastes at the Big Sandy Plant. The EPA’s determination is conditioned upon the
Company treating certain residues resulting from the treatment of the carbon reactivation furnace
off-gas as hazardous waste and not sending material dredged from the onsite wastewater treatment
lagoons offsite other than to a permitted hazardous waste treatment, storage or disposal facility.
The Company has requested clarification from the




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 34 -









 





CONFIDENTIAL
TREATMENT



EPA regarding these two conditions. The Company is also in discussions with the EPA and KYDEP
regarding the classification of these materials. If the Company is required to treat and/or
dispose of the material dredged from the lagoon as hazardous waste, the costs for doing so could be
substantial.



3. In June 2007, the Company received a Notice Letter from the New York State Department of
Environmental Conservation (“NYSDEC”) stating that the NYSDEC had determined that the Company is a
Potentially Responsible Party (“PRP”) at the Frontier Chemical Processing Royal Avenue Site in
Niagara Falls, New York (the “Site”). The Notice Letter requests that the Company and other PRPs
develop, implement and finance a remedial program for Operable Unit #1 at the Site. Operable Unit
#1 consists of overburden soils and overburden and upper bedrock groundwater. The selected remedy
is removal of above grade structures and contaminated soil source areas, installation of a cover
system, and ground water control and treatment, estimated to cost between approximately $11 million
and $14 million, which would be shared among the PRPs. The Company has not determined what portion
of the costs associated with the remedial program it would be obligated to bear and the Company
cannot predict with any certainty the outcome of this matter or range of potential loss. The
Company has joined a PRP group and has executed a Joint Defense Agreement with the group members.
In August 2008, the Company and over 100 PRP’s entered into a Consent Order with NYSDEC for
additional site investigation directed toward characterization of the Site to better define the
scope of the remedial project. The Company contributed monies to the PRP group to help fund the
work required under the Consent Order. The field work was initiated in 2008 but suspended due the
onset of winter. The group plans to complete the work in the spring of 2009.



4. By letter dated July 3, 2007, the Company received an NOV from the KYDEP alleging that the
Company has violated the KYDEP’s hazardous waste management regulations in connection with the
Company’s hazardous waste spent activated carbon regeneration facility located at the Big Sandy
Plant in Catlettsburg, Kentucky. The NOV alleges that the Company has failed to correct
deficiencies identified by the KYDEP in the Company’s Part B hazardous waste management facility
permit application and related documents and directed the Company to submit a complete and accurate
Part B application and related documents and to respond to the KYDEP’s comments which were appended
to the NOV. The Company submitted a response to the NOV and the KYDEP’s comments in December 2007
by providing a complete revised permit application. The KYDEP has not indicated whether or not it
will take formal enforcement action, and has not specified a monetary amount of civil penalties it
might pursue in any such action, if any. KYDEP can also deny the Part B operating permit. On
October 18, 2007, the Company received an NOV from the EPA related to this permit application and
submitted a revised application to both the KYDEP and the EPA within the mandated timeframe. The
EPA has not indicated whether or not it will take formal enforcement action, and has not specified
a monetary amount of civil penalties it might pursue in any such action. EPA can also deny the
Part B operating permit. At this time the Company cannot predict with any certainty the outcome of
this matter or range of loss, if any.



5. There is a closed landfill, several closed and operating surface impoundments, and other solid
waste management units at the Big Sandy Plant. These have been identified in the Part B


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





- 35 -









 





CONFIDENTIAL
TREATMENT



Permit and renewal application. The landfill and surface impoundments were the subject of a RCRA
Facility Investigation as part of a corrective action permit that was issued as part of the Part B
permit in 1990. The Big Sandy Plant is also identified in the EPA RCRA “2020 Corrective Action
Universe” which included 3,880 facilities in the U.S. which may be subject to additional corrective
action requirements.



6. The Company has been identified as a Potentially Responsible Party (“PRP”) at the Malone
Superfund Site in Texas, and has entered into a De Minimis settlement agreement with EPA.



7. A portion of the Big Sandy Plant is located in a flood plain.



8. The Pearl River (Mississippi) Plant is located in an area susceptible to flooding during
hurricanes.






[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 36 -









 





CONFIDENTIAL
TREATMENT




Schedule 7.1




Continuing Obligations



Existing Letters of Credit:



Standby Letters of Credit Issued by JPMorgan Chase Bank, N.A. (as of 4/20/09):




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Beneficiary	 	Open	 	Expiration	 	 	 	USD
	Beneficiary	 	Country	 	Date	 	Date	 	Currency	 	Outstanding
	ING Belgium SA
	 	Belgium	 	10/3/06	 	10/15/09	 	EUR	 	 	1,974,450.00	 
	Zhegiang Shenghua Biok Biology Co.
	 	China	 	3/9/09	 	9/10/10	 	USD	 	 	60,000.00	 
	CSPC Weisheng Pharmaceutical
	 	China	 	4/2/09	 	9/20/10	 	USD	 	 	107,000.00	 
	JPMorgan Chase Bank (China) Company
	 	China	 	3/15/07	 	1/31/10	 	USD	 	 	1,846,715.33	 
	Dayen Environmental Limited
	 	Singapore	 	11/25/08	 	12/31/09	 	USD	 	 	228,879.00	 
	Pennsylvania Department of
Environmental Protection
	 	United States	 	8/28/06	 	8/17/10	 	USD	 	 	1,120,658.00	 
	Pennsylvania Department of
Environmental Protection
	 	United States	 	8/25/06	 	3/31/10	 	USD	 	 	32,999.84	 
	Zurich American Insurance Company
	 	United States	 	8/28/06	 	5/2/10	 	USD	 	 	400,000.00	 
	Zurich American Insurance Company
	 	United States	 	8/29/06	 	5/2/10	 	USD	 	 	257,305.00	 
	The Home Insurance Company
	 	United States	 	8/29/06	 	5/2/10	 	USD	 	 	145,393.00	 
	Pennsylvania Department of
Environmental Protection
	 	United States	 	9/1/06	 	7/11/10	 	USD	 	 	217,423.61	 




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 









 




CONFIDENTIAL
TREATMENT



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Beneficiary	 	Open	 	Expiration	 	 	 	USD
	Beneficiary	 	Country	 	Date	 	Date	 	Currency	 	Outstanding
	National Union Fire Insurance
	 	United States	 	8/31/06	 	4/30/10	 	USD	 	 	695,000.00	 
	Allied Logistics Company
	 	United States	 	5/21/08	 	2/14/10	 	USD	 	 	70,703.00	 
	Landstar Global Logistics, Inc.
	 	United States	 	8/27/07	 	8/24/09	 	USD	 	 	263,000.00	 
	Tahal Consulting Engineers Ltd.
	 	UK	 	 	 	12/31/10	 	EUR	 	 	74,245.89	 
	Barclays Bank PLC/Royal Bank of Scotland
	 	UK	 	 	 	7/11/11	 	GBP(1)	 	 	948,401.14	 
	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	$	8,442,173.81	 
	 	 	 	 	 	 	 	 	 	 	 








 




			
	(1)	 	as of 5-1-09





Existing Indemnities



Indemnities Issued by JPMorgan Chase Bank, N.A. (as of 5/1/09):




	 	 	 	 	 
	Date of Indemnity	 	Beneficiary	 	Maximum Aggregate Amount
	August 18, 2006
	 	Barclays Bank PLC
	 	GBP 635,615
	August 18, 2006
	 	Royal Bank of Scotland PLC
	 	GBP 11,369
	August 18, 2006
	 	Royal Bank of Scotland PLC
	 	GBP 34,802
	 
	 	Total
	 	GBP 681,786





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 38 -









 




CONFIDENTIAL
TREATMENT


Existing Swap Agreements: (see following pages)



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 39 -









 




CONFIDENTIAL
TREATMENT






	Commodities
Trades Back to SUmmarv
Last            ijuaniiny
Counterparty ID Date Payment Date Underlying Trade Type Buy or Sell for Current Units
Strike Price um CCY tal Premli Source CCY Source MTM Present Value USD MTM Present Value
002660579000 3146080 1S-Sflp-06 05-Aug-09 NG NYMEX SWAP BUY 10000 MMBTU
002660579000 3143086 1ft-Sep06 05-Aug-09 NG NYMEX SWAP BUY 20000
OC2660579000 28197537 13-Jan-09 05-OC1-03 NG NYMEX SWAP BUY 5000 MMBTU
002660579000 14090921 31-MaMW 04-NOV-09 NG NYMEX SWAP BUY 5000 MMBTU 9.43 O.OO USD (75,835.16)
002560579000 29812936 17-FetM)9 02-Dec-09 NG NYMEX SWAP BUY 10000 MMBTU 5.96 0.00 USD
002860579000 29612939 17-FeWM 06- Jan-10 NG NYMEX SWAP BUY 10000 MMBTU 6.22 C CO USD
OO2680579000 8336600 26-Jun-07 03-Jun-10 NG_NYMEX SWAP BUY 10000 MMBTU 7.61 0.00 USD (64,115.82) (64.115.62)
OD266O5790OO 29612942 I7-Feb.09 06-Jul-10 NG_NYM£X SWAP BUY 10000 MMBTU 6.06 0.00 USD [2,165.00] (2,165.00)
002660579000 8336799 26-Jun-D7 04-Aug-l 0 NG NYMEX SWAP BUY 10000 MMBTU 8.45 0.00 USD (550,716.20] (550,716.20]
002660579000 14090929 31 Mar-08 04-Jan-i 1 NG_NYMEX SWAP BUY sooo MMBTU 9.14 0.00 USD (65.46283) (65.462 83)
002660579000 26010776 06-OCL-OB 04-May-11 NG_NYMEX SWAP BUY 20O0A MMBTU 8.31 000 USD (1.363.654.09) [1.363.854.09)
002660579000 16668959 13-Jun-06 06-JuHt NG_NYMEX SWAP BUY 10000 MMBTU 10.54 0.00 USD (425,880.28) (425,860.29)
002660579000 27015684 12-NOV-06 06-JllMI NG NYMEX SWAP BUY 10000 MMBTU 7.90 O.OB USD (143.202.04J
002660579000 26010777 06-Oci-OB 05-Det-11 NG NYMEX SWAP BUY 10000 MMBTU
002660579000 29612943 17-Feb-09 05- Mar-12 NG_NYMEX SWAP BUY 5000 MMBTU 7.22 000 USD (4,202.63) (4.202.63)
Trade Count: 15 Sum: (3,365.235) (3.365,235)



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 40 -









 




CONFIDENTIAL
TREATMENT






	FX. Forward
Trades Back (o Summarv
Counterparty Ccy Palf Buy/Setl {Ccy1 JPM Deal ID Trade Date Value Date Ccy1 Amount Ccy’ Traded Rate Ccy 2
Amount Ccy : Reval Spot Rate Reval Fwtt Rate Report Cc) MTM Nqn.
Discounted (Report Ccy) MTM Presant Value (Report Ccy)
002660579000 EUR(GBP SUV 7078439 27-IJIar-Oa 2B-Ac*-09 EUR 564,496.82 o.93iao GBP 526.000.00 0.S8900 0.86897 USD [35 155 40]
002660579000 EUR,’GBP BUY 821572) 17-AD/-09 29-Apf-09 EUR 1 72.998.64 C.8B440 GBP 153.000 00 0 86905 0.88897 USD
O02660579D00 FUR,’GBP SELL 6537077 13-Apr-09 29-Apf-09 EUR 397.933.86 0.89965 GBP 356,000.00
002560579000 EUR/USD BUY 6532977 13-Apr-59 29-Apr-09
OC2660579OD0 euRi-uso BUY B2S3645 17-Apr-09 SW-Apr-08 EUR 1.299.156.38 1.30700 USD 1,636,000.00 1.29260 1 29252 uso f18.8ia.17’ (16.614.01)
002660579000 EUR/USD SELL 1327222 18-Sep-08 30-MaMO EUR 160.404.62 1.38400 USD 222.000 00 1 29260 1 29153 USO 14.333.25 14,667.07
002660579000 EUR / USD SELL 1968617 21-Jan-OS 29-Apr-0g EUR 293,661.17 1.26030 USD 376,000.00 1.29260 1.29252 USD (3.587.34) 3.566.55)
0026S0579000 EUR1 USD SELL 1963619 Z1-Jan-09 28-May-09 EUR 162,525.39 1 2798; USD 206.000.00 1.29260 1.29217 USD (2,010.81! (2.006.57)
002660579000 E:J=! 1 USD SELL 1968645 21-Jbn-09 29-JW1-09 EUR 128,976.78 1.27930 USD 165.000.00 1.29260 1.29186 US 3 (1.622.32] (1.615.92!
00266057B00C EUR/USD SELL 1966663 21-Jan-:9 30-Jul-09 EUR 143.851.16 1 27910 USD 184,000.00 1.29260 1.29170 USD (1.813.16) (1,807.67’
OOZ66O57900C EUR!USD SELL 1968687 21-Jan-C9 N-Dec-09 EUR 2*5,53548 1-27B30 USD 365.000.00 1.28260 1.29132 USD (3.717 22] (3,688.34]
OO266O579000 EUR1 USD SELL 1968092 21-Jan-09 30-Mai-IO EUR 300.563.56 1.27760 JSD 364.000.00 1.29250 1.29153 USD (4.IBS67 (413878;
002660579000 EUR(USD SELL 1968635 21-JartOfl 29-Apr-IO EUR 293.SEa.04 1 27730 USD 375.000.00 1.29260 1.29156 USD (4.193.70’ (4,141.61
GOZ660379000 EUR/USD SELL 1964709 21-Jan-09 23-Jul-IO EUR 2fi8.28a.29 1.27650 USD 366,000.00 1.29260 1.29149 USD (4.438 OB] (4.366 DO)
002660579000 EUR/USD SELL 3109927 1S-Jul-0S 28-May-09 EUR 94,351,73 1.55800 USD 147.000.00 1.29260 1.29217 USD 25.081 30 25,053.36
OO2660S73O00 EUR/USD SELL 3109962 15-Jul-OS EO-Dec-09 EUR 119.132.41 1.54450 USD 184,000.00, 1.29260 1.29132 USD 30.162.11 29.927.77
002860579000 EUR/USD SELL 3)09990 15-jui-oe 29-Jan-iO EUR 318.034.72 1.63950 USD 4Oi.00O.O0 1.29260 129156 USD 79.075.16 7ii.3i8.l9
002660579000 EUR/USD SELL
00266~5790OO EUR/USD SELL 3398310 15-Apf-OS 2S-May-09 EUR 96,222.61 1.S381C USD 148.000.00
002660579000 EURI USD SELL 3398611 15-Apr-0a 29-Jun-09 EUR 69.001.43 1.53820 USD 106.000.00 1.29260 1.29188 USD 16.85B.53 16 823 20
002660579000 EUR IUSD SELL 3398823 15-Apr-08 30-J0I-09 EUR 59.302.73 1.53450 USD 91,000.00 129260 1.29170 USD 14,396.44 14.354.93
002660579000 EUR/ JSD SELL 3396637 15-Apr-OS 27-Aug-09 EUR 7B.sr9.91 1.53320 USD 121,000.00 129260 129)56 USD 19.069.81 18.995 97
002660579000 EUR/USD SELL 339S842 15-Apr-08 28-5ep-09 EUR 221.322.71 1.53170 USD 339.OCO.00 1.29260 1.29145 USD 53,173.26 52.915.25
0026605 79O00 EUR/USD SELL 3398682 15-Apr-08 29-Ocl-OS EUR 363.957.14 1.53040 USD 557,000.00 1.29260 1.29140 USD 86.987.26 86.481.46
002680579COD EUR/USD SELL 3579616 19+4ar-09 29-JUO-09 EUR 244,288.11 0.74027 USD 330,000.00 1.29260 1.28168 USD 14.409.45 ‘4.379.25
002660579000 EUR/USD SELL 3580720 19-Mar-09 27-AJ9-09 EUR 213.850.06 0.73741 USD 280.000.00 1.29260 1.29156 USD 13,798-75 13,745.32
0026605791X10 EUR/USD SELL 3582960 26-Sep-OS 29-Ap«-09 EUR 69.032.17 144860 uso 100,000.00 1.29260 1.29252 USD 10.774.67 10.772.4S
0O266O57900O EUR / USD SELL 3583007 26-Sep-08 30-Jul-M EUR 53,894.27 1.44440 USD 92.000.00 1.29260 1.29170 USD 9,725.83 9,696.44
O0266O5790OO EUR / USD SELL 3583036 26-Sep-Oe 26-Feb-IO EUR 142.021.72 1.43640 USD 2O4.DO0.O0 1.29260 1.29152 USD 20.576.79 20 370 43
002660579000 EUR/USD SELL 3563096 26-Sep-OS 30-Mar-lo EUR 154.071.3E 1 434H0 USD 221.000.00 1.29260 1.29153 USD 22.012.77 21,766-16
0026605
79000 EUR/USD SELL 3584186 19-Mar09 EUR 226 5109!
O02B6057S0O0 EUR/USD SELL 3564618 IB-Msr-Ofl 29-OCI-09 EUR 229.314.44 0.73972 USD 310.000.00 1.29260 5.29140 USD 13.SE4.29 •3.753.67
OO266O5790OD EUR/USD SELL 3686366 19-Mar-09 30-Nov-OO EUR 235,672.64 0.73648 USD 320.000.00 1 29260 1,29138 USD 16.657.28 15,650.27
002660579000 EUR/USD SELL 3590530 19-Msr-OB 29-Apr-10 EUR 279,718.76 0.73610 USD 330,000 00 1 29260 1.2915B USD 16.719.64 16.48S.0J
002660579000 EUR/USD SELL 3591361 19-Mar-09 2fl-May-1D EUR 309,353.10 0.73656 USD 420,000.00 1.29260 1.29171 USD 20,405.13 20.128 52
002660579000 EUR/USD SELL 3593009 19.Uar.09 29-Jun-10 EUR 243.34366 0.73741 USD 330.000.00 1.29260 1.29183 USD 15.640 61 15.407.3S
002660579000 EUR/USD SELL 3594051 IO-MH-09 29-Jul-IO EUR 272,93827 0.73767 USD 370,000.00 1.29260 1.29189 USD 17.392.54 17.110.13,
002660579000 EUR/USD SELL 3594762 19-Mai-09 29-Sep-10 EUR 226,750.55 0.73791 USO 310.0W.OC 1.29260 1.29214 USD 14,422.68’ 14,146.77
002660S79000 EUR/USD SELL 4737205 17-Mov-08 23-May-lO EUR 332.215.10 0.79859 USD 476.000.00 1.29260 1.29171 USD
002660579000 EUR/USD SELL 5772861 18-D*c-0S 23-Apr-09 EUR 494,632.91 0.70360 USD 703,000.00 1.29260 1 29252 USD 63,679 4B 63.665 42



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 41 -









 




CONFIDENTIAL
TREATMENT






	002660579000 EUR/USD SELL 5775796 18-Dec-08 28-May-09 EUR 299,201.70 O.70400 USD 425,000.00 1.29260 1.29217 USD 38,379.83 38,337.08
002660579000 EUR/USD SELL 5777138 18-Dec-08 29-Jun-09 EUR 292,412.32 0.70461 USD 415,000.00 1.29260 1.29188 USD 37,238.82 37,160.78
002660579000 EUR/USD SELL 5765034 18-Dec-08 30-Jui-09 EUR 453,616.60 0.69895 USD 649,000.00 1.29260 1.29170 USD 63,061.46 62.870 88
002660579000 EUR/USD SELL 5785366 18-Dec-08 27-Aug-09 EUR 97.244.96 0.69960 USD 139,000.00 1.29260 1.29156 USD 13,401.81 13,349.92
002660579000 EUR/USD SELL 5785838 18-Dec-08 28-Sep-09 EUR 172,957.18 0.69741 USD 248,000.00 1.29260 1.29145 USD 24,634.85 24,515.30
002660579000 EUR/USD SELL 5786493 18-Dec-08 29-Oct-09 EUR 66,962.21 0.69752 USD 96,000.00 1.29260 1.29140 USD 9,525.28 9,469.89
002660579000 EUR/USD SELL 5787117 18-Dec-08 30-Nov-09 EUR 112,466.39 0.69855 USD 161,000.00 1.29260 1.29138 USD 15,763.26 15,655.52
002660579000 EUR/USD SELL 5787746 18-Dec-08 29-Dec-09 EUR 268.532.35 0.69930 USD 384.000.00 1.29260 1.29132 USD 37.239.22 36,949.89
002660579000 EUR/USD SELL 5788551 18-Dec-08 29-Jan-10 EUR 239,562.18 0.69843 USD 343.000.00 1.29260 1.29156 USD 33,589.94 33,285.38
002660579000 EUR/USD SELL 5788727 18-Dec-08 26-Feb-l0 EUR 379,685.15 0.69924 USD 543.000.00 1.29260 1.29152 USD 52,630.87 52,103.05
002660579000 EUR/USD SELL 5789401 18-Dec-08 30-Mar-10 EUR 227.718.40 0.70067 USD 325.000.00 1.29260 1.29153 USD 30,895.74 30.549.61
002660579000 EUR/USD SELL 5789731 18-Dec-08 29-Apr-10 EUR 123.393.42 O.70110 USD 176.000.00 1.29260 1.29158 USD 16.626.99 16,421.27
002660579000 EUR/USD SELL 5790019 18-Dec-08 29-Jun-10 EUR 231.022.11 0.70007 USD 330.000.00 1.29260 1.29183 USD 31,557.99 31,087.34
002660579000 EUR/USD SELL 6518783 15-May-08 30-Oct-09 EUR 185.505.32 1.50400 USD 279,000.00 1.29260 1.29140 USD 39.439.29 39.208.71
002660579000 EUR/USD SELL 6518804 15-May-08 30-Nov-09 EUR 347.420.97 1.5025O USD 522,000.00 1.29260 1.29138 USD 73.347.83 72.846.51
002660579000 EUR/USD SELL 7072454 27-Mar-09 29-Apr-09 EUR 2,938,121.05 1.32840 USD 3,903,000.00 1.29260 1.29252 USD 105,434.17 105.410.88
002660579000 EUR/USD SELL 7282461 19-Aug-08 29-Jun-09 EUR 72,927.42 1.45350 USD 106,000.00 1.29260 1.29188 USD 11,786.63 11,761.93
002660579000 EUR/USD SELL 7282687 19-Aug-OB 29-Jan-10 EUR 169,374.35 1.44650 USD 245,000-00 1.29260 1.29156 USD 26.242.05 26.004.12
002660579000 EUR/USD SELL 7282703 19-Aug-08 26-Feb-10 EUR 282,947.08 1.44550 USD 409.000.00 1.29260 1.29152 USD 43,569.56 43,132.61
002660579000 EUR/USD SELL 7493162 19-Feb-09 28-May-09 EUR 332,805.07 1.26200 USD 420,000.00 1.29260 1.29217 USD (10,041.50; (10,030.32-
002660579000 EUR/USD SELL 7715693 15-Feb-08 29-Apr-09 EUR 139,120.76 1.43760 USD 200,000.00 1.29260 1.29252 USD 20,184.31 20.179.85
002660579000 EUR/USD SELL 7715697 15-Feb-08 28-May-09 EUR 205,345.96 1.43660 USD 295,000.00 1.29260 1.29217 USD 29,657.62 29,624.59
002660579000 EUR/USD SELL 7715699 15-Feb-08 29-Jun-09 EUR 147,673.45 1.43560 USD 212,000.00 1.29260 1.29188 USD 21,223.85 21,179.37
002660579000 EUR/USD SELL 7715713 15-Feb-08 30-Jul-09 EUR 127,552.80 1.43470 USD 183,000.00 1.29260 1.29170 USD 18,239.49 18,184.37
002660579000 EUR/USD SELL 7715718 15-Feb-08 27-Aug-09 EUR 168,770.49 1.43390 USD 242,000.00 1.29260 1.29156 USD 24,021.94 23,928.93
002660579000 EUR/USD SELL 798733 18-Mar-08 29-Apr-09 EUR 195,223.53 1.53670 USD 300,000.00 1.29260 1.29252 USD 47,670.63 47,660.10
002660579000 EUR/USD SELL 798743 18-War-08 28-May-09 EUR 287,947.88 1.53500 USD 442,000.00 1.29260 1.29217 USD 69,921.71 69,843.83
002660579000 EUR/USD SELL 798769 18-Mar-08 29-Jun-09 EUR 206,784.08 1.53300 USD 317,000.00 1.29260 1.29188 USD 49,860.10 49,755.61
002660579000 EUR/USD SELL 798799 18-Mar-08 30-Jul-09 EUR 178,944.62 1.53120 USD 274,000.00 1.29260 1.29170 USD 42,856.45 42.726.94
002660579000 EUR/USD SELL 798867 18-Mar-08 27-Aug-09 EUR 237,970.71 1.52960 USD 364,000.00 1.29260 1.29156 USD 56,645.36 56,426.03
002660579000 EUR/USD SELL 798910 18-Mar
-08 28-Sep-09 EUR 222.542.22 1.52780 USD 340,000.00 1.29260 1.29145 USD 52,598.36 52.343.11
002660579000 EUR/USD SELL 8212976 17-Apr-09 30-Jul-09 EUR 284,374.76 1.30110 USD 370,000.00 1.29260 1.29170 USD 2,671.88 2,663.81
002660579000 EUR/USD SELL 8213293 17-Apr-09 28-OcMO EUR 238,681.86 1.29880 USD 310.000.00 1.29260 1.29219 USD 1,576.58 1,544.17
002660579000 EUR/USD SELL 8213749 17-Apr-09 29-Apr-09 EUR 717,357.91 1.30200 USD 934,000.00 1.29260 1.29252 USD 6,804.06 6,802.56
002660579000 EUR/USD SELL 945561 03-Nov-08 29-Apr-10 EUR 158,152.78 1.26460 USD 200,000.00 1.29260 1.29158 USD (4,267.64; (4,214.84]
002660579000 EUR/USD SELL 9858419 16-Jun-08 29-Apr-09 EUR 65.876.15 1.51800 USD 100,000.00 1.29260 1.29252 USD 14.854.07 14,850.79
002660579000 EUR/USD SELL 9858451 16-JUP-08 30-Nov-09 EUR 172,962.23 1.50900 USD 261.000.00 1.29260 1.29138 USD 37,640.19 37,382.93
002660579000 GBP/USD BUY 7075556 27-Mar-09 29-Apr-09 GBP 1,123,776.22 1.43000 USD 1,607,000.00 1.45400 1.45395 USD 26,916.47 26,910.52
002660579000 GBP/USD BUY 8215050 17-Apr-09 29-Apr-OO GBP 164,355.77 1.47850 USD 243,000.00 1.45400 1.45395 USD (4.034.62; (4,033.73)
002660579000 GBP/USD SELL 6534283 13-Apr-09 29-Apr-09 GBP 305.419.95 0.68327 USD 447,000.00 1.45400 1.45395 USD 2,934.11 2,933.46
002660579000 USD/CAD BUY 7077204 27-Mar-09 29-Apr-09 USD 3.156,398.42 1.23990 CAD 3.913,618.40 1.23750 1.23746 USD (6,230.55) (6.229.17)
Trade Count: 81 1,705,185.57




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT






	i-x option
Back to Summarv
Counterparty JPMDeal ID Trade Date Expiry Date Instrument BIS (Base Ccy) Strik
B
Pries A/E CIP (Base Coy) Risk Ccy Notional (Risk Ccy} Base CCY Notional (Base Ccy) Barrier Up Barrier Down Spot Rate Price Price Notation
002660579000 17421373 i9-Feb-09 27-AuQ-10 EURAJSD BUY 1.2( E p USD 290.000.00 EUft 241.666.67 0.00 O.OC 1.23200 0.0000 USD/100 USD | USD
002660579000 17121375 19-Feb-09 27-Auo-IO EUFUUSD SELL \2l E C USD 290,000 00 EUR 226.562.50 0.00 o.oc 128200 0.0000 USD/100 USD|U5D
Trade Count: 2




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT






	Oelta CC1 Delta Volatility wap Pair Premium (Risk Ccy) MTM
Mon-Dlscounted (RIsK Ccy) Capital Gains
Non-Discounted
(Risk Ccy) MTM
Present Value (Risk Ccy) Capital Gains
Present Value
(Risk Ccy) Report Cc] MTM Non-Discounted (Report Ccy) Capital Gains
Men-Discounted
(Report Ccy) MTM Present Value (Report Ccy) Capital Gains Present Value (Report Ccy)
EUB 61.080 28 UK (15.95) 0.00 11.108.dS 11.108.06 11,107,94 11.107.S4 USD ii.ioe.os 11,109.08
EUR 123.0ZS.71 1«C (15.85; a.oo (20.139.57; (20.139,57) (20.139.32 (20.139.32) USD (20,139.57) (20.139.57] (20 139 32)



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 









 




CONFIDENTIAL
TREATMENT






	Credit &
Rat« Back to Summary
Counterparty JPM Deal ID Product Type COB Dale Trade Dati Effective Date Maturity Date EVS Fix Rate Float
Rate Pay
Ccy Pay Notional Rec
Ccy Receive Notional Reference Entity Credit Spread
002660579000 S114647 INTERbBl kAlt 20-Apr-Og 23-001-06 29-Sep-M 3i-Mar-i4 SELL 5.7000% cap 2,227,640 55 USD 3 975 89285
Trace Count: t



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 









 




CONFIDENTIAL
TREATMENT






	MTM            MTM inn
DAHA#* Q      , .,        , » Accrued
Ccy Dirty Present Value — Clean Premium            Premium
(Local Ccy) (Local Ccy) [Local Ccy) (Report Ccy) (Report Ccy) (Report Ccy)
USD 635.699.21 (10,746.76] 5.885,44 USD 635.699-21 (40,746,76) 1.S96.44



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 









 




CONFIDENTIAL
TREATMENT


Schedule 9.1




Other Existing Indebtedness


Indebtedness:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	AVAILABLE	 	 	 	EXISTING
	LENDER	 	OBLIGOR	 	DESCRIPTION	 	AMOUNT	 	CURRENCY	 	DEBT
	ING

	 	Chemviron Carbon
	 	Line of Credit
(includes Bank
Guarantees and
letters of credit
described below)
	 	1,500,000
	 	EUR
	 	varies





Corporate Guaranties:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	APPROXIMATE
	 	 	 	 	 	 	 	 	 	 	GUARANTEED
	GUARANTOR	 	IN FAVOR OF	 	DATE	 	REQUESTING PARTY	 	PROJECT	 	AMOUNT
	Calgon Carbon Corporation
	 	Chemviron Carbon Ltd

trading as Charcoal

Cloth International
	 	May 8, 2008
	 	One NorthEast

Newcastle upon Tyne, UK
	 	Improvements at

Houghton-le-Spring

Tyne and Wear, UK
	 	GBP 200,000
	 	 	 	 	 	 	 	 	 	 	 
	Calgon Carbon Corporation
	 	Chemviron Carbon Limited
	 	April 30, 2009
	 	Mutley Properties

(Holdings) Limited

Cheshire,UK
	 	Assignment of Lease at

Ashton-in-Makerfield

Wigan, UK
	 	Approx. $1,520,000
	 	 	 	 	 	 	 	 	 	 	 
	Calgon Carbon 

Investments, Inc.
	 	Chemviron Carbon Ltd
	 	June 17, 2008
	 	Northwest Regional

Development Agency

Warrington, UK
	 	Improvements at

Ashton-in-Makerfield

Wigan, UK
	 	GBP 249,000





Belgium: (see following page)



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




 CONFIDENTIAL
TREATMENT






	BANK GUARAN1 EES EMM
iflhjk EENE=“CTAR7 AMOUNT ‘
Bank Chum Name C“ry Car. Far*U(if. a Begin End iVPb
SD ¦MS GillSDC Id CUSTOMS * EXCISE Besss-— BEL “ BEF SOo.OOO blH’JUO il.ol.W i25W-6fl 0£*k —pe—i
hti MQ G636992 66 MINIST.RFR.WAI LONNL BEL FbFF
¦ WG 0330080 103 Ml M5T. R EG. WALLONNE BEL BEF 2 oiri -nric 2.000,000 30.11.99 49.97ft.70 ur “lej 0J6^1
CP tna G321046 132 MUS H R IF Trac Hij) 3. Clifllf arts KUWAIT USD
CP            KMMC — re: Mush’if KUWAIT USD 9.002,17 274,342 25.10-09 f,flOC.T6 2002/4/10
OMBH ING G322845 162
RKB ING G323068 ~i~72~ CIBE BRUXELLES BEL            Pcr’n.-mar^:* Bur/1
RR8 IMG aSHiaf IS* SPAOUE ——HE Htl 5B5.QQ0 fcRG.Om oft.2i.ai 14501.77
RKB WG G32474S 192 BEI “
ING ofSS&m 233 VLAAMSL MM15CHAFPU VOSR BEL EUR 7,300 2-ii.ia- 09,012005 7 299.96 6/3t«010 C^^Tsiuraty
!J,J MG G70024769 256 JGC CORPORATION 11.01-2007 5 509.83 4JS/2009
SP ING G70024842 35T STATE OF THE NETHERLANDS NETKERl ANDS EUR 3,600-00 145.224 06,02,2007 ~3~5Cu~6i~~~ 3/31/2009
RRB ING G70024880 2SB FLUOR ENTREPRKFS USA USD •0Mi a.: 1536,564 28.02 2007 39,140.01 12/3ifl01i
SP ING G7OQ24909 263 STATE UF THE NETHERLANDS NETHF.RlANIJS EUR 8,100.00 326,753 01,05,2007 8.1DC.Q0 4/30/2006
SP            Ml W=i U
SP ING eAwesPs 7W 1HL LNVIRONMENT AGENCY UK GBP            ftAra^Ly
SP INS G70025226 272 TKE ENVIRONMENT rtGLNCY UK GBP 2,992.00 130.435 81.10.2007 3.233 46 SWWUU6
RKB ING G02S407 274 PIDPA ANTWERPEN EUR 3,100J00 123.06* ‘5 1U2037 3,100.01 eraocoto
ING GO2S490 278 OENHARTOGH NL EOF 9.000.00 363.068 27.11.2P37 s.ooo. oo iLV:ai.’ii,u:j
SP ING G025J20 273 THE STATE OF THE NETHERLANI ) NL BUR 9.10000 326.733 li1 12.2037 B.103.LTC 12,’30;2oaa
RRB iNG G025567 281 nFTRGKAfilGH JAPAN USD 14191.25 572070 98.01-2006 14-31 24 12131/2010
Sabim INC GO?:*BS 265 ^OHKE-HEJST WATERBEDRLF BLL EUR 9S0J» 33.323 01.02:2068 353. X 13«1/2013 ¦¦liVWt
SP ING G025627 26G THF STATE OF fHE NETHERLANE 1 NL EUR 8100.00 326.753 27.02-2008 S.i 00.00 tl4’j3,7U0IJ
SP HS GQ25719 2ft7 TH= ENVIRONMENT AGFNCY UK GBP 3735 T-’l 163 000 01 05 2008 “ anr
SP ING G02S716 268 THi’ LNVIKUNMENT AGENCY UK GBP 2480 74
SP INS G025731 £89 THE ENVIRONMENT AGENCY UK GBP 2,96000 111,602 01.06.2008 ‘ 2.766,64 9/15^012
SP ING G02S732 290 NAT TFS OFFICE UK GBP 785506 342,439 01.06.2008 a.4K.a4 7J20/2010 9ar4nty
SP ING G025762 2-71 INDAVER. GEVAARiJJK AFVAl NL EUR 900000 363,059 01.07.2004 &.0DC CO 06/3OI2O09
SP ING G025761 292 THE ENVHONMfcNI AGENCY UK GB? 3SJSB DC 173,589 01X17 2006 4 110 64 10/13/2012
SP ING G025770 293 SEPA UK GBP 2901 OR 123,355 01 07.2009 i. 137.22 7/15/2009
SP ING G02S769 294 CHCUK UK GBP 4736.00 206.464 01X17.2006 ¦. I ‘ fi 11 7/1SJ2013
SP ING G02S793 296 GSK M0NT=!O5E UK GBP Si 47,00 226.1 25 C5.M SIMS Jl.S05.i9 7/31/2009
SP NG Roi’shoa 299 MINISTRY OF HOUSING NL EUR 9000.00 363J059 15.08-2006 ejooo.oo 11W2012 9/14/2009 guaranty fudrahiy
SP ING G025944 300 MINISTRY 01 MOUSING NL EUR 9000.00 363.059 02,01,2009 9.000.00 1/1^010 gwrwily
SP WG G025945 301 M.NISTRY OF HOUSING NL EUR aooaoo 363.039 02.91.2009 9,000,00 1/1/2010 flWr^ilv
SP MG GoawsFi 302 MINISTRY OF’lOUS’NG NL EUR «o:x:.cg 363.059 02,01,2009 9,000,00 1/1/2010
SP ING G025997 303 THE EMVIRONMENT AGFN CY UK GBP 5326.00 232.165 20.11,2006 5.733,72 5/14/2013 guaranty
SP ING GU25ME. 305 CHEMTURA MANUFACTURING UK GBP 23539 X 1.026.174 26.03 2009 25,436.19 25^03/2010
SP ING G036109 303 SEPA UK GBP 3403.00 131 940 ‘“ii us MO” 376402 SD.’nF’^.TIC
SP ING G026126 30T NOVARTIS GRIMSBfY UK GBP 2251.00 M.’32 in.06.2009 2.432.63 31AW2013 ^ua’ar.iy
SP ING G026127 303 KODAK IK GBP KM 1.00 227.172 01.O7 3OOO 3,631,4S 3ftO&
20l3
SP ING GO26190 309 SEPA UK GBP- SSJSJOO 241.907 61J07.2009 5996-72 31«Tf2010 juaranty
UK ING G0261B3 UK CHINA SHIPPNG UK FUR 25000.00 1,006.498 31.03.2009 25JOO0-01 3/HJJOT10
UK ING G02SIS1 UK CHlNASHimNG UK USD 68136.00 2,077.061 31.03-2009 51.469,00 3iffl3^0H gvwarny




 [***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT


Schedule 9.2




Existing Liens


Calgon Carbon Corporation





	1.	 	Liens evidenced by the following financing statements filed at the Delaware Secretary of
State:






	 	(a)	 	Secured Party: De Lage Landen Financial Services, Inc.

Filing Number: 41173964

Collateral: All equipment financed by or leased by Secured Party under Master Lease
No. 453
	 
	 	(b)	 	Secured Party: FCC Equipment Financing

File Number: 42291302

Collateral: International 4x2 Cab and Chassis, Venturo Electric Crane
	 
	 	(c)	 	Secured Party: FCC Equipment Financing

File Number: 42291468

Collateral: International 4x2 Cab and Chassis, Venturo Electric Crane
	 
	 	(d)	 	Secured Party: FCC Equipment Financing

File Number: 42853614

Collateral: International Model 4300 with engine, Knapheide platform body and
Venturo electric crane
	 
	 	(e)	 	Secured Party: FCC Equipment Financing, Inc.

File Number: 42853689
Collateral: International Model 4300 with engine, Knapheide platform body
	 
	 	(f)	 	Secured Party: FCC Equipment Financing, Inc.

File Number: 42853788
Collateral: International Model 4300 with engine, Knapheide platform body and
Venturo electric crane
	 
	 	(g)	 	Secured Party: FCC Equipment Financing, Inc.

Filing Number: 51321737

Collateral: Hurricane vacuum loader with Derco
	 
	 	(h)	 	Secured Party: Dell Financial Services, LP

Filing Number: 60645648

Collateral: “In Lieu of” financing statement for financing statement #01-1801 filed
in Allegheny County, Pennsylvania on 3-23-2001
	 
	 	(i)	 	Secured Party: Dell Financial Services, L.P.

Filing Number: 60645655




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 





CONFIDENTIAL
TREATMENT


	 	 	 	Collateral: “In Lieu of” financing statement for financing statement #33731053 filed at the
Pennsylvania Secretary of State on 3-20-2001
	 
	 	(j)	 	Secured Party: De Lage Landen Financial Services, Inc.

Filing Number: 60859744

Collateral: 7 Toyotas (equipment leasing)
	 
	 	(k)	 	Secured Party: Caterpillar Financial Services Corporation

Filing Number: 61075415

Collateral: Caterpillar wheel loader
	 
	 	(l)	 	Secured Party: General Electric Capital Corp.

Filing Number: 62268860

Collateral: All equipment leased to or financed for debtor by S.P. described in
Equipment Lease Agreement No. 6724886-060
	 
	 	(m)	 	Secured Party: NMHG Financial Services, Inc.

Filing Number: 62758522

Collateral: All of the equipment leased by Lessor to Lessee
	 
	 	(n)	 	Secured Party: Hewlett-Packard Financial Services Company

Filing Number: 63048006

Collateral: All equipment and software leased to or financed for debtor by S.P.
including but not limited to computer, printing, imaging, copying, scanning,
projection and storage equipment
	 
	 	(o)	 	Secured Party: 1st Source Bank, Construction Equipment Division

Filing Number: 2007 1397248

Collateral: Hurricane vacuum loader mounted on Derco carrier including John Deere
engine, blower, baghouse and tool box
	 
	 	(p)	 	Secured Party: 1st Source Bank, Construction Equipment Division

Filing Number: 2007 1400877

Collateral: 34 KW Generator
	 
	 	(q)	 	Secured Party: 1st Source Bank, Construction Equipment Division

Filing Number: 2007 2730827

Collateral: 2 International Model 3400 Trucks, each with bed, crane, blower, tool
box, silencer and shaker
	 
	 	(r)	 	Secured Party: NEC Financial Services, Inc.

Filing Number: 2008 0211027

Collateral: NEC Univerge SV7000 system
	 
	 	(s)	 	Secured Party: US Bancorp

Filing Number: 2008 0370823

Collateral: Rider sweeper




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 50 -









 




CONFIDENTIAL
TREATMENT



	 	(t)	 	Secured Party: General Electric Capital Corp.

Filing Number: 2008 1170867

Collateral: All equipment described on Equipment Lease Agreement No. 6724886-071
leased to or financed for debtor
	 
	 	(u)	 	Secured Party: Toyota Motor Credit Corporation

Filing Number: 2008 1525359

Collateral: 2007 Toyota Forklift
	 
	 	(v)	 	Secured Party: Toyota Motor Credit Corporation

Filing Number: 2008 1854130

Collateral: Toyota Forklift
	 
	 	(w)	 	Secured Party: Toyota Motor Credit Corporation

Filing Number: 2008 2084067

Collateral: 4 2008 Toyota Forklifts
	 
	 	(x)	 	Secured Party: Toyota Motor Credit Corporation

Filing Number: 2008 3213301

Collateral: Toyota Forklift
	 
	 	(y)	 	Secured Party: NMHG Financial Services, Inc.

Filing Number: 2008 3706841

Collateral: All of the equipment leased by Lessor to Lessee
	 
	 	(z)	 	Secured Party: FCC Equipment Financing, Inc.

Filing Number: 2008 4326367

Collateral: International 4300 Stake Truck, Omaha Platform Body, Venturo Crane,
Roots Blower
	 
	 	(aa)	 	Secured Party: Air Liquide Industrial US LP

Filing Number: 2009 0230588

Collateral: 2400 Gal Lin Vessel, Vaporizer, Easy Pad, PCM, LTC, Telemetry
	 
	 	(bb)	 	Secured Party: US Bancorp

Filing Number: 2009 0345600

Collateral: Rider Sweeper




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



- 51 -









 




CONFIDENTIAL
TREATMENT


Schedule 9.4




Existing Investments



Loans:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Local	 	USD
	 	 	 	 	Local	 	Currency	 	Amount
	Given by	 	Receiver	 	Currency	 	Amount	 	(as of 5-1-09)
	Calgon Carbon
Corporation

	 	Chemviron Carbon Limited
	 	GBP
	 	 	2,317,413	 	 	 	3,455,726	 
	Calgon Carbon
Corporation

	 	Datong Carbon Corporation
	 	CNY
	 	 	9,947,524	 	 	 	1,459,302	 






Investments:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Local	 	USD
	 	 	 	 	Local	 	Currency	 	Amount
	Given by:	 	Receiver	 	Currency	 	Amount	 	(as of 5-1-09)
	Calgon Carbon
Corporation

	 	Calgon Mitsubishi Chemical Corp.
	 	USD
	 	 	10,897,000	 	 	 	10,897,000	 
	Chemviron Carbon
GmbH

	 	proFagus GmbH, proFagus
Grundsteucksverwaltungs GmbH
and proFagus GmbH
	 	EUR
	 	 	4,250,000	 	 	 	5,637,200	 
	Calgon Carbon
Corporation

	 	Datong Carbon Corporation
	 	CNY
	 	 	22,521,110	 	 	 	3,303,847	 





The summaries of letters of credit and guaranties on Schedule 9.1 are incorporated by
reference herein.




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





- 52 -









 






CONFIDENTIAL
TREATMENT



Schedule 9.16




Capital Expenditures



	 	 	 	 	 	 	 	 	 	 	 	 	 
	2009 – 2011 Projected Capital	 	 	 	 	 	 
	Spending ($/mm)	 	2009	 	2010	 	2011
	 
	Ongoing:
	 		[***]	 	 		[***]	 	 		[***]	 
	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	Projects:	 		[***]	 	 		[***]	 	 		[***]	 
	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	[***]	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	Other
	 	 	[***]
	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 
	 
	Total
	 		[***]	 	 		[***]	 	 		[***]	 
	 




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 53 -











 




CONFIDENTIAL
TREATMENT


EXHIBIT A

ASSIGNMENT AND ASSUMPTION AGREEMENT




          This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, restated, supplemented or otherwise modified from tie to time, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 are hereby agreed to and incorporated herein by
reference and made a part of this Assignment as if set forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Agent as contemplated below, the interest in and to all of the
Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments
delivered pursuant thereto that represents the amount and percentage interest identified below of
all of the Assignor’s outstanding rights and obligations under the respective facilities identified
below (including, to the extent included in any such facilities, letters of credit and Swing Loans)
(the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment, without representation or warranty by the
Assignor.




	 	 	 	 	 	 	 

	1.

	 	Assignor:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	3.	 	Borrower:	 	Calgon Carbon Corporation
	 
	 	 	 	 	 	 
	4.	 	Agent:	 	First Commonwealth Bank
	 
	 	 	 	 	 	 
	5.	 	Credit Agreement:	 	The Credit Agreement dated May 8, 2009, among
Calgon Carbon Corporation, a Delaware
corporation, the Guarantors now or hereafter
party thereto, the Lenders now or hereafter
party thereto, and the Agent.
	 
	 	 	 	 	 	 
	6.

	 	Assigned Interest:	 	 	 	 


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.






 









 






CONFIDENTIAL
TREATMENT



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	 	 	 	 	 	 
	 	 	Amount of	 	 	Amount of	 	 	Percentage	 
	 	 	Commitment/Loans	 	 	Commitment/Loans	 	 	Assigned of	 
	Facility Assigned1	 	for all Lenders	 	 	Assigned	 	 	Commitment/Loans2	 
	                                        3
	 	$	                                        	 	 	$	                                        	 	 	 	                                         	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	                                        
	 	$	                                        	 	 	$	                                        	 	 	 	                                         	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	                                        
	 	$	                                        	 	 	$	                                        	 	 	 	                                         	%





7.
Effective Date:                    , 20      [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE
OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]4




The terms set forth in this Assignment are hereby agreed to:



	 	 	 	 	 	 	 	 	 

	 	 	ASSIGNOR	 	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE	 	 
	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 








 




			
	1	 	Lenders must assign a pro rata portion of
each Facility.
	 
	2	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Banks thereunder. The percentage
assigned must be the same for each facility.
	 
	3	 	Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”,
etc.)
	 
	4	 	The Assignor shall pay to the Agent a fee of
$3,500 with respect to any assignment other than an assignment to an Affiliate
of Assignor.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 









 






CONFIDENTIAL
TREATMENT





Consented to and Accepted:




	 	 	 	 	 	 	 

	FIRST COMMONWEALTH BANK, as Agent	 	 
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	[Consented to:]5	 	 
	 
	 	 	 	 	 	 
	CALGON CARBON CORPORATION	 	 
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 








 




			
	5	 	To be added only if the consent of the
Borrower is required by the terms of the Credit Agreement.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 







CONFIDENTIAL
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ANNEX 1




     The Credit Agreement dated as of May 8, 2009, among Calgon Carbon Corporation, a Delaware
corporation (the “Borrower”), the Guarantors now or hereafter party thereto, the Lenders
now or hereafter party thereto, and First Commonwealth Bank, a Pennsylvania state bank, as Agent.



STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT




          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with any Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or
any other instrument or document delivered pursuant thereto, other than this Assignment (herein
collectively, the “Loan Documents”), or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2. Assignee. The Assignee: (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and to
consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets all requirements, if any, of an eligible assignee under the Credit Agreement, (iii)
from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and,
to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Article X thereof, and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and to purchase the Assigned Interest on the basis of which it has made such
analysis and decision, and (v) if Assignee is not incorporated or organized under the laws of the
United States of America, attached to the Assignment is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Lender.



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.






 









 






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          2. Payments. From and after the Effective Date, the Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to
the Assignee for amounts which have accrued from and after the Effective Date.




          3. General Provisions. This Assignment shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment may be
executed in any number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as
delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed
by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania.




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 











 




CONFIDENTIAL
TREATMENT


EXHIBIT B



FORM OF

GUARANTOR JOINDER



THIS GUARANTOR JOINDER is made as of                     , 20     , by
                              , a                      [corporation/partnership/limited liability
company] (the “New Guarantor”).




Background




     Reference is made to (i) the Credit Agreement, dated May 8, 2009, as the same may be amended,
restated, supplemented or modified from time to time (the “Credit Agreement”), by and among
CALGON CARBON CORPORATION, a Delaware corporation, (the “Borrower”), each of the Guarantors
now or hereafter party thereto, the Lenders now or hereafter party thereto (the “Lenders”),
and First Commonwealth Bank, a Pennsylvania state bank, in its capacity as administrative and
collateral agent for the Lenders (in such capacity, the “Agent”), (ii) the Continuing
Agreement of Guaranty and Suretyship, dated May 8, 2009, as the same may be amended, restated,
supplemented or modified from time to time (the “Guaranty”) of Guarantors given to the
Agent as agent for the Lenders, (iii) the Security Agreement, dated May 8, 2009, as the same may be
amended, restated, supplemented or modified from time to time (the “Security Agreement”)
among the Loan Parties and the Agent as agent for the Lenders, (iv) the Pledge Agreement, dated as
of May 8, 2009, as the same may be amended, restated, supplemented or modified from time to time
(the “Pledge Agreement”) made by the Loan Parties in favor of the Agent, (v) the
Intercompany Subordination Agreement, dated May 8, 2009, as the same may be amended, restated,
supplemented or modified from time to time (the “Intercompany Subordination Agreement”)
among the Loan Parties and the Agent for the benefit of the Lenders, and (vi) the other Loan
Documents referred to in the Credit Agreement, as the same may be amended, restated, supplemented
or modified from time to time (the “Loan Documents”).



Agreement




     Capitalized terms defined in the Credit Agreement are used herein as defined therein.



     New Guarantor hereby becomes a Guarantor under the terms of the Credit Agreement and in
consideration of the value of the synergistic and other benefits received by New Guarantor as a
result of being or becoming affiliated with the Borrower and the Guarantors, New Guarantor hereby
agrees that effective as of the date hereof it hereby is, and shall be deemed to be, and assumes
the obligations of, a “Loan Party” and a “Guarantor,” jointly and severally under the Credit
Agreement, a “Guarantor,” jointly and severally with the existing Guarantors under the Guaranty, a
“Debtor” jointly and severally under the Security Agreement, a “Pledgor” jointly and severally
under the Pledge Agreement and a Loan Party or Guarantor, as the case may be, under each of the
other Loan Documents to which the Loan Parties or Guarantors are a party; and, New Guarantor hereby
agrees that from the date hereof and so long as any Loan or any Commitment of any Lender shall
remain outstanding and until the payment in full of the Loans and the Notes, the expiration of all
Letters of Credit, and the performance of all other obligations of the Loan Parties under the Loan
Documents, New Guarantor shall perform, comply with, and


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 





CONFIDENTIAL
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be subject to and bound by each of the terms and provisions of the Credit Agreement, Guaranty,
Security Agreement, Pledge Agreement and each of the other Loan Documents jointly and severally
with the existing parties thereto. Without limiting the generality of the foregoing, New Guarantor
hereby represents and warrants that (i) each of the representations and warranties set forth in
Article VI of the Credit Agreement applicable to a Loan Party is true and correct as to New
Guarantor on and as of the date hereof, and (ii) New Guarantor has heretofore received a true and
correct copy of the Credit Agreement, Guaranty, Security Agreement, Pledge Agreement and each of
the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in
effect on the date hereof. The New Guarantor shall also deliver supplements to the Schedules
delivered under Article VI with such information as is necessary to make the
representations and warranties set forth therein true and correct as to New Guarantor on and as of
the date hereof; provided that the delivery of such supplements will not be deemed to be a waiver
of or consent to any Material Adverse Change either described in such supplements or which occurs
because of the New Guarantor’s joinder to the Credit Agreement or becoming a Subsidiary of the
Borrower.




     New Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and the Agent the
Credit Agreement, Guaranty, Security Agreement, Pledge Agreement and each of the other Loan
Documents given by the Guarantors to the Agent and any of the Lenders.



     New Guarantor is simultaneously delivering to the Agent the documents, together with this
Guarantor Joinder and Assumption Agreement, required under Sections 7.1(b), 8.16 and 9.9.



     In furtherance of the foregoing, New Guarantor shall execute and deliver or cause to be
executed and delivered at any time and from time to time such further instruments and documents and
do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion
of the Agent to carry out more effectively the provisions and purposes of this Guarantor Joinder
and the other Loan Documents.



     New Guarantor acknowledges and agrees that a telecopy transmission or electronic transmission
(i.e., “e-mail”) to the Agent or any Lender of signature pages hereof purporting to be signed on
behalf of New Guarantor shall constitute effective and binding execution and delivery hereof by New
Guarantor.





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





- 2 -









 






CONFIDENTIAL
TREATMENT




     IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Guarantor has duly
executed this Guarantor Joinder and delivered the same to the Agent for the benefit of the Secured
Parties, as of the date and year first above written with the intention that this Guarantor Joinder
constitute a sealed instrument.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 	 	 	 	(SEAL)
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acknowledged and accepted:	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CALGON CARBON CORPORATION	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acknowledged and accepted:	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FIRST COMMONWEALTH BANK, as Agent	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 






[SIGNATURE PAGE TO GUARANTOR JOINDER]



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.






 









 




CONFIDENTIAL
TREATMENT


EXHIBIT C-1




FORM OF

REVOLVING CREDIT NOTE



			
	$                    
	 	Pittsburgh, Pennsylvania
	 
	 	                    ,      






     FOR VALUE RECEIVED, the undersigned, CALGON CARBON CORPORATION, a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of                                          (the “Lender”),
the lesser of (i) the principal sum of                                          U.S. Dollars (US$     ), or (ii) the
aggregate unpaid principal balance of the Revolving Credit Loans made by the Lender pursuant to the
Credit Agreement, dated May 8, 2009, among the Borrower, the Guarantors now or hereafter party
thereto, the Lenders now or hereafter party thereto, and FIRST COMMONWEALTH BANK, a Pennsylvania
state bank (the “Agent”), as administrative and collateral agent for the Lenders, (as
amended, restated, supplemented or modified from time to time, the “Credit Agreement”),
which shall be payable by 12:00 p.m. on the Expiration Date, together with interest on the unpaid
principal balance hereof from time to time outstanding from the date hereof at the rate or rates
per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement.



     Interest on the unpaid principal balance hereof from time to time outstanding from the date
hereof will be payable at the times provided for in the Credit Agreement. Upon the occurrence and
during the continuation of an Event of Default, the Borrower shall pay interest on the entire
principal amount of the then outstanding Revolving Credit Loans evidenced by this Revolving Credit
Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and
the other Loan Documents at a rate per annum as set forth in Section 4.3 of the Credit Agreement.
Such interest rate will accrue before and after any judgment has been entered.



     Subject to the provisions of the Credit Agreement, payments of both principal and interest
shall be made without setoff, counterclaim, or other deduction of any nature at the office of the
Agent located at 654 Philadelphia Street, Indiana, Pennsylvania 15701, Attention: Serviced Loans,
FCP / Lower Level, unless otherwise directed in writing by the holder hereof, in lawful money of
the United States of America in immediately available funds.



     This Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits
of, the Credit Agreement and the other Loan Documents, including the representations, warranties,
covenants, conditions, security interests, and Liens contained or granted therein. The Credit
Agreement among other things contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayment, in certain circumstances, on account of
principal hereof prior to maturity upon the terms and conditions therein specified.



     The Borrower waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this Note, the
Credit Agreement and the other Loan Documents.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT


     This Note shall bind the Borrower and its successors and permitted assigns, and the benefits
hereof shall inure to the benefit of the Lender and its successors and assigns. All references
herein to the “Borrower” and the “Lender” shall be deemed to apply to the Borrower and the Lender,
respectively, and their respective successors and assigns as permitted under the Credit Agreement.



     This Note and any other documents delivered in connection herewith and the rights and
obligations of the parties hereto and thereto shall for all purposes be governed by and construed
and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without
giving effect to its conflicts of law principles.



     All capitalized terms used herein shall, unless otherwise defined herein, have the same
meanings given to such terms in the Credit Agreement.



     The obligations, liabilities and indebtedness of the Borrower hereunder shall be absolute and
unconditional. The Borrower waives any and all suretyship defenses available to it with respect to
its obligations, liabilities and indebtedness hereunder. (and by its acceptance, the Lender)



     THE BORROWER (AND THE LENDER BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS REVOLVING
CREDIT NOTE, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.





[SIGNATURE PAGE FOLLOWS]



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





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 CONFIDENTIAL
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     IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned Borrower has
executed this Revolving Credit Note by its duly authorized officer with the intention that this
Revolving Credit Note constitute a sealed instrument.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	CALGON CARBON CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 	 	 	 	(SEAL)
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






[SIGNATURE PAGE TO REVOLVING CREDIT NOTE]




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT



EXHIBIT C-2




FORM OF

SWING LOAN NOTE



			
	$5,000,000
	 	Pittsburgh, Pennsylvania
	 
	 	Date:                     ,      






     FOR VALUE RECEIVED, the undersigned, CALGON CARBON CORPORATION, a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of FIRST COMMONWEALTH BANK, a Pennsylvania
state bank (the “Lender”), the lesser of (i) the principal sum of Five Million U.S. Dollars
(US$5,000,000), or (ii) the aggregate unpaid principal balance of all Swing Loans made by the
Lender to the Borrowers pursuant to Section 2.1(b) of the Credit Agreement, dated as of May 8,
2009, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or
hereafter party thereto, and FIRST COMMONWEALTH BANK, a Pennsylvania state bank (the
“Agent”), as administrative and collateral agent for the Lenders, (as amended, restated,
supplemented or modified from time to time, the “Credit Agreement”), payable on the demand
of the Lender.



     Interest on the unpaid principal balance hereof from time to time outstanding from the date
hereof will be payable at the times provided for in the Credit Agreement. Upon the occurrence and
during the continuation of an Event of Default, the Borrower shall pay interest on the entire
principal amount of the then outstanding Swing Loans evidenced by this Note and all other
obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan
Documents at a rate per annum as set forth in Section 4.3 of the Credit Agreement. Such interest
rate will accrue before and after any judgment has been entered.



     Subject to the provisions of the Credit Agreement, payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature at the office of the
Agent located at 654 Philadelphia Street, Indiana, Pennsylvania 15701, Attention: Serviced Loans,
FCP / Lower Level, unless otherwise directed in writing by the holder hereof, in lawful money of
the United States of America in immediately available funds.



     This Note is the Swing Loan Note referred to in, and is entitled to the benefits of, the
Credit Agreement and the other Loan Documents, including the representations, warranties,
covenants, conditions, security interests, and Liens contained or granted therein. The Credit
Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayment, in certain circumstances, on account of
principal hereof prior to maturity upon the terms and conditions therein specified. The Borrower
waives presentment, demand, notice, protest and all other demands and notices in connection with
the delivery, acceptance, performance, default or enforcement of this Note and the Credit
Agreement.



     This Note shall bind the Borrower and its successors and permitted assigns, and the benefits
hereof shall inure to the benefit of the Lender and its successors and assigns. All references
herein to the “Borrower” and the “Lender” shall be deemed to apply to the Borrower


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 





CONFIDENTIAL
TREATMENT


and the Lender, respectively, and their respective successors and assigns as permitted under
the Credit Agreement.




     This Note and any other documents delivered in connection herewith and the rights and
obligations of the parties hereto and thereto shall for all purposes be governed by and construed
and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without
giving effect to its conflicts of law principles.



     All capitalized terms used herein shall, unless otherwise defined herein, have the same
meanings given to such terms in the Credit Agreement.



     The obligations, liabilities and indebtedness of the Borrower hereunder shall be absolute and
unconditional. The Borrower waives any and all suretyship defenses available to it with respect to
its obligations, liabilities and indebtedness hereunder.



     THE BORROWER (AND THE LENDER BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS SWING LOAN
NOTE, ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.



[SIGNATURE PAGE FOLLOWS]




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.







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CONFIDENTIAL
TREATMENT



     IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned Borrower has
executed this Swing Loan Note by its duly authorized officer with the intention that this Swing
Loan Note constitute a sealed instrument.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	CALGON CARBON CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 	 	 	 	(SEAL)
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





[SIGNATURE PAGE TO SWING NOTE]




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




 









 




CONFIDENTIAL
TREATMENT


EXHIBIT C-3




FORM OF

TERM NOTE



			
	$                    
	 	Pittsburgh, Pennsylvania
	 
	 	                    ,      






     FOR VALUE RECEIVED, the undersigned, CALGON CARBON CORPORATION, a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of                                          (the
“Lender”), the principal sum of                                          U.S. Dollars (US$                    ), which shall
be payable at the times and in the amounts as set forth in Section 3.3 of the Credit Agreement,
dated May 8, 2009, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders
now or hereafter party thereto, and FIRST COMMONWEALTH BANK, a Pennsylvania state bank (the
“Agent”), as administrative and collateral agent for the Lenders, (as amended, restated,
supplemented or modified from time to time, the “Credit Agreement”).



     Interest on the unpaid principal balance hereof from time to time outstanding from the date
hereof will be payable at the times provided for in the Credit Agreement.



     Upon the occurrence and during the continuation of an Event of Default, the Borrower shall pay
interest on the unpaid principal balance hereof at a rate per annum as set forth in Section 4.3 of
the Credit Agreement. Such interest rate will accrue before and after any judgment has been
entered.



     Subject to the provisions of the Credit Agreement, payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature at the office of the
Agent located at 654 Philadelphia Street, Indiana, Pennsylvania 15701, Attention: Serviced Loans,
FCP / Lower Level, unless otherwise directed in writing by the holder hereof, in lawful money of
the United States of America in immediately available funds.



     This Note is one of the Term Notes referred to in, and is entitled to the benefits of, the
Credit Agreement and the other Loan Documents, including the representations, warranties,
covenants, conditions, security interests and Liens contained or granted therein. The Credit
Agreement among other things contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments, in certain circumstances, on account
of principal hereof prior to maturity upon the terms and conditions therein specified. The
Borrower waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this Note, the
Credit Agreement and the other Loan Documents.



     This Note shall bind the Borrower and its successors and permitted assigns, and the benefits
hereof shall inure to the benefit of the Lender and its successors and assigns. All references
herein to “Borrower” and the “Lender” shall be deemed to apply to the Borrower and the Lender,
respectively, and their respective successors and assigns as permitted under the Credit Agreement.


[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



 









 




CONFIDENTIAL
TREATMENT


     This Note and any other documents delivered in connection herewith and the rights and
obligations of the parties hereto and thereto shall for all purposes be governed by and construed
and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without
giving effect to its conflicts of law principles.



     All capitalized terms used herein shall, unless otherwise defined herein, have the same
meanings given to such terms in the Credit Agreement.



     The obligations, liabilities and indebtedness of the Borrower hereunder shall be absolute and
unconditional. The Borrower waives any and all suretyship defenses available to it with respect to
its obligations, liabilities and indebtedness hereunder.



     THE BORROWER (AND THE LENDER BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS TERM NOTE,
ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.



[SIGNATURE PAGE FOLLOWS]







[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.







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CONFIDENTIAL
TREATMENT




     IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned Borrower has
executed this Term Note by its duly authorized officer with the intention that this Term Note
constitute a sealed instrument.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	CALGON CARBON CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 	 	 	 	(SEAL)
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	 	 	Name:	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	 	 	Title:	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





[SIGNATURE PAGE TO TERM NOTE]





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.





 











 






 CONFIDENTIAL
TREATMENT


EXHIBIT D




FORM OF

BORROWING REQUEST



	 	 	 

	TO:

	 	First Commonwealth Bank, as Agent

437 Grant St.

Pittsburgh, PA 15219-6103

Telephone No.:

Telecopier No.:

Attention:
	 
	 	 
	FROM:

	 	CALGON CARBON CORPORATION
	

	 	 
	RE:

	 	Credit Agreement (as it may be amended, restated, supplemented or
modified the “Credit Agreement”) dated May 8, 2009, by and among
CALGON CARBON CORPORATION, a Delaware corporation (the “Borrower”),
the Guarantors now or hereafter party thereto, the Lenders now or
hereafter party thereto, and First Commonwealth Bank, a Pennsylvania
state bank, as administrative and collateral agent for the Lenders
(the “Agent”).





Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them
in the Credit Agreement.





	A.	 	[Complete Section A for new Revolving Credit Loans or interest rate renewals/conversions]
Pursuant to Section [2.4(a)] [4.2] of the Credit Agreement, the undersigned hereby irrevocably
requests [check one line under 1(a) below and fill in blank space next to the line as
appropriate]:






	1.(a)	 	                     	 	A new Revolving Credit Loan OR
	 
	 	 	                     	 	Renewal of the Euro-Rate Option applicable to an outstanding
                    
[specify type of Loan — Revolving Credit Loan or Term Loan] originally made on
                    
__,                      OR
	 
	 	 	                    	 	Conversion of the Base Rate Option applicable to an outstanding
                    
[specify type of Loan — Revolving Credit

 Loan or Term Loan]
originally made on                      __,                      to a Loan to which the Euro-Rate Option applies,
OR
	 
	 	 	                    	 	Conversion of the Euro-Rate Option applicable to an outstanding                                          [specify type of Loan — Revolving Credit
Loan or Term Loan] originally made on
                      __,                      to a Loan to which the Base Rate Option applies.
	 
	 	 	 	 	SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST:





[Check one line under 1(b) below and fill in blank spaces]:





	 	1.(b)(i)___	 	Under the Base Rate Option. Such Loan shall have a Borrowing Date of
                    ,                      (which date shall be (i) one (1) Business Day subsequent to the
Business Day of receipt by the Agent by 1:00 p.m.





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.













 










CONFIDENTIAL
TREATMENT



	 	 	 	Pittsburgh, Pennsylvania time of this Loan Request for making a new
Revolving Credit Loan to which the Base Rate Option applies, or (ii) the
last day of the preceding Euro-Rate Interest Period if a Loan to which the
Euro-Rate Option applies is being converted to a Loan to which the Base Rate
Option applies).





OR





	 	(ii)  ___	 	 Under the Euro-Rate Option. Such Loan shall have a Borrowing
Date of                      (which date shall be (i) three (3) Business Days subsequent
to the Business Day of receipt by the Agent by 1:00 p.m. Pittsburgh, Pennsylvania
time of this Loan Request for making a new Revolving Credit Loan to which the
Euro-Rate Option applies, renewing a Loan to which the Euro-Rate Option applies,
or converting a Loan to which the Base Rate Option applies to a Loan to which the
Euro-Rate Option applies).






	 	2.	 	Such Loan is in the principal amount of U.S. $                      or the principal
amount to be renewed or converted is U.S. $                      [not to be less than
$2,000,000 and in increments of $1,000,000 for each Borrowing Tranche to which the
Euro-Rate Option applies and not less than the lesser of $1,000,000 or the maximum
amount available for each Borrowing Tranche to which the Base Rate Option applies]
	 
	 	3.	 	[Complete blank below if the Borrower is selecting the Euro-Rate Option]: Such
Loan shall have an Interest Period of                      Months [one, two, three, or six Months].





     B. [Complete Section B for new Swing Loans] Pursuant to Section 2.4(b) of the Credit
Agreement, the undersigned hereby makes the following irrevocable Swing Loan Request:



	 	 	 	 	 

	1.

	 	Aggregate Principal Amount of Swing Loan
(such amount shall not be less than
$500,000 and shall be an integral
multiple of $100,000):
	 	US$         
        
        
	 
	 	 	 	 
	2.

	 	Proposed Borrowing Date (which date shall
be on or after the date on which Swing
Loan Lender receives this Loan Request
not later than 1:00 p.m., Pittsburgh,
Pennsylvania time):
	 	      
         
          
       





C. As of the date hereof and the date of making of the above-requested Loan (and after giving
effect thereto): the representations and warranties of the Loan Parties contained in Article
VI of the Credit Agreement and in the other Loan Documents are true and correct with the same
effect as though such representations and warranties had been made on and as of the date hereof



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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CONFIDENTIAL
TREATMENT


(except representations and warranties which expressly relate solely to an earlier date or time,
which representations and warranties are true and correct on and as of the specific dates or times
referred to therein) and the Loan Parties have performed and complied with all covenants and
conditions in the Credit Agreement and the other Loan Documents; no Event of Default or Default has
occurred and is continuing or shall exist; 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; no Material Adverse Change shall have occurred; and the making of any Revolving
Credit Loan or Swing Line Loan shall not cause the aggregate Revolving Credit Loans plus Swing
Loans, plus the Letters of Credit Outstanding to exceed the Revolving Credit Commitments.



[SIGNATURE PAGE FOLLOWS]



 [***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 3 -









 





CONFIDENTIAL
TREATMENT


The undersigned certifies to the Agent as to the accuracy of the foregoing.




	 	 	 	 	 	 	 

	 	 	CALGON CARBON CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	(SEAL)
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






[SIGNATURE PAGE TO BORROWING REQUEST]



[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.
















 





 CONFIDENTIAL
TREATMENT


EXHIBIT E




FORM OF

QUARTERLY COMPLIANCE CERTIFICATE



                    , 20__



First Commonwealth Bank

437 Grant St.

Suite 1600

Pittsburgh, PA 15219-6103



Ladies and Gentlemen:




     I refer to the Credit Agreement dated May 8, 2009, entered into by and among CALGON CARBON
CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors now or hereafter party
thereto, the Lenders now or hereafter party thereto, and First Commonwealth Bank, a Pennsylvania
state bank, as administrative and collateral agent for the Lenders (the “Agent”). Unless otherwise
defined herein, terms defined in the Credit Agreement are used herein with the same meanings.



     I,                     , [Chief Executive Officer/President/Authorized Financial Officer] of the
Borrower, in my capacity as such                     , do hereby certify on behalf of the Borrower
as of the [quarter/year ended                     , 20__] (the “Report Date”), as follows:




	(1)	 	Capital Expenditures; (Section 9.16). The Loan Parties and their Subsidiaries have
not made any Capital Expenditures, other than the Capital Expenditures listed in Items (1)(A)
and (B) below, and those permitted under Section 9.6(b) of the Credit Agreement,






	 	(A)	 	From January 1, 2009 through the Report Date, the Loan Parties and their
Subsidiaries have made Capital Expenditures for: (i) the purpose of completing the
Capital Plan in the aggregate amount of (a) $                     for items described on
Schedule 9.16, and (b) $                     for items not described on
Schedule 9.16; and (ii) Unanticipated Remediation in the aggregate amount of
$                    . Such Capital Expenditures from January 1, 2009 through the Term Loan
Maturity Date:
	 
	 		 	(1) for the Capital Plan and any Unanticipated Remediation (the sum of (i)(a),
(i)(b) and (ii) above) were in an aggregate amount not in excess of $194,100,000.
[Y] [N]; and
	 
	 		 	(2) set forth in (i)(b) above are less than or equal to $20,000,000. [Y] [N]






	 	(B)	 	[Complete Item (1)(B) only if Compliance Certificate is submitted after
December 31, 2011.]




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.













 







CONFIDENTIAL
TREATMENT








	 	 	The Loan Parties and their Subsidiaries have made Capital Expenditures after
December 31, 2011, in the aggregate amount of $                    . Such expenditures
were in an aggregate amount not in excess of $25,000,000 in this fiscal year. [Y][N]






	(2)	 	Minimum Interest Coverage Ratio (Section 9.17). The ratio of (A) EBITDA to (B)
Interest Expense of the Loan Parties was____ to 1.0 for the four fiscal quarters ending as of
the Report Date, such ratio is not less than the required ratio of 2.50 to 1.0. [Y] [N]





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Four Quarter
	 	 	 	 	 	 	Ending
	(A)	 	The numerator of the Interest
Coverage Ratio, EBITDA, for the
Loan Parties four quarters ending
as of the Report Date, determined
on a Consolidated Basis in
accordance with GAAP, is computed
as follows:	 	 
	 
	 	 	 	 	 	 
	 

	 	(i)
	 	Net Income
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(ii)
	 	Interest Expense
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(iii)
	 	income tax expense, net of tax refunds
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(iv)
	 	amounts attributable to depreciation and
amortization expense
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(v)
	 	extraordinary non-cash charges
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(vi)
	 	other non-cash charges for such period (but
excluding any non-cash charge in an amount
less than $1,000,000 or any non-cash charge
in respect of any item that was included in
Net Income in a prior period and any
non-cash charge that relates to the
write-down or write-off of inventory)
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(vii)
	 	Item (i) plus without duplication and to
the extent deducted in determining Net
Income for such period, the sum of Items
(ii) through (vi)
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(viii)
	 	any cash payments made during such period
in respect of non-cash charges described in
Item (vi) taken in a prior period
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(ix)
	 	any extraordinary gains and any non-cash
items of income
	 	$                    




[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




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CONFIDENTIAL
TREATMENT



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Four Quarter
	 	 	 	 	 	 	Ending
	 
	 	 	 	 	 	 
	 

	 	(x)
	 	Sum of Items (viii) and (ix)
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(xi)
	 	Item (vii) less Item (x) equals EBITDA
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	The denominator of the Interest
Coverage Ratio, Interest Expense is
$                    .
	 	 








	(3)	 	Maximum Leverage Ratio (Section 9.18). The ratio of (A) Senior Debt to (B) EBITDA is
______ to 1.0 for the four quarters ending as of the Report Date. Such ratio does not exceed
the permitted ratio of ____ to 1.0 for the relevant period. [Y] [N][Insert applicable maximum
from Table I below.]





	 	 	 	 	 
	Period	 	 	 	 
	 
	On the Closing Date
	 	 	2.75 to 1.0	 
	 
	 	 	 	 
	From the day immediately following the Closing Date through
March 30, 2012
	 	 	2.75 to 1.0	 
	 
	 	 	 	 
	From March 31, 2012 and thereafter
	 	 	2.50 to 1.0	 






	 	 	 	 	 	 	 

	(A)	 	Senior Debt equals:	 	 
	 
	 	 	 	 	 	 
	 

	 	(i)
	 	principal balance of the Loans under the
Credit Agreement and other Indebtedness for
borrowed money, including Capitalized Lease
Obligations, reimbursement obligations under
letters of credit, and contingent obligations
and Guarantees
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(ii)
	 	to the extend included in Item (i), the principal
balance of all Subordinated Debt	 	 
	 
	 	 	 	 	 	 
	 

	 	(iii)
	 	Item (i) less Item (ii) equals the numerator of the
Leverage Ratio
	 	$                    
	 
	 	 	 	 	 	 
	(B)	 	The denominator of the Leverage Ratio, EBITDA,

(as set forth in Item 2(A)(xi) above) is:	 	$                    







	(4)	 	Minimum Net Worth (Section 9.19) — The Net Worth is $                    . Such amount is
not less than the required Minimum Net Worth of $                     as calculated below. [Y] [N]





[***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.



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CONFIDENTIAL
TREATMENT


	 	 	Net Worth equals:	 	 	 	 





	 	 	 	 	 	 	 	 	 

	 

	 	(a)
	 	 $230,000,000
	 	$	230,000,000	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	50% of aggregate amount of Net Income
calculated for each fiscal quarter in which
Net Income was earned (as opposed to a net loss),
commencing with the fiscal quarter ending
March 31, 2009 (through the Report Date)
	 	$                    

	 
	 	 	 	 	 	 	 	 
	 

	 	(c)
	 	100% of the net proceeds from all sales by the
Borrower of Equity Interests in the Borrower
	 	$                    

	 
	 	 	 	 	 	 	 	 
	 

	 	(d)
	 	Sum of Items (a) through (c) equals
Net Worth
	 	$                    








	(5)	 	The Loan Parties and their Subsidiaries are in compliance with, and since the most recent
prior Report Date have at all times complied with, the provisions of the Credit Agreement and
the representations and warranties contained in Article VI of the Credit Agreement and in the
other Loan Documents are true and correct on and as of the date of this certificate with the
same effect as though such representations and warranties had been made on the date hereof
(except representations and warranties which expressly relate solely to an earlier date or
time, which representations and warranties were true and correct on and as of the specific
dates or times referred to therein).
	 
	(6)	 	No event has occurred and is continuing which constitutes an Event of Default or Default.






[SIGNATURES APPEAR ON THE FOLLOWING PAGE] •




 [***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.




- 4 -









 





 CONFIDENTIAL
TREATMENT


     IN WITNESS WHEREOF, the undersigned has executed this Certificate this                      day of
                    , 20__.



	 	 	 	 	 	 	 

	 	 	CALGON CARBON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	(SEAL)
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 




SIGNATURE PAGE TO QUARTERLY COMPLIANCE CERTIFICATE




 [***] = Confidential treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.