Exhibit
10.6




EXECUTION
COPY




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





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




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


- 2
-





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


- 3
-




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


- 4
-





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


- 5
-




ANNEXES,
SCHEDULES AND EXHIBITS




Annex
      I
              -
      Pricing Grid-Applicable Margins and Fees Based on Leverage
      RatioAnnex
      II
              -
      Commitments of Lenders and Addresses for NoticesSchedule
      6.1
              -
      Organization and JurisdictionSchedule
      6.2
              - Capitalization
      and OwnershipSchedule
      6.3
              - SubsidiariesSchedule
      6.7
              - LitigationSchedule
      6.8
              - Title
      to PropertiesSchedule
      6.13
              - Consents
      and ApprovalsSchedule
      6.15
              - Material,
      Patents, Trademarks, Copyrights, Licenses, Etc.Schedule
      6.16
              - Security
      InterestsSchedule
      6.17
              - Status
      of the Pledged CollateralSchedule
      6.18
              - InsuranceSchedule
      6.20
              - Material
      Contracts; Burdensome RestrictionsSchedule
      6.22
              - Plans
      and Benefit ArrangementsSchedule
      6.24
              - Environmental
      Matters and Safety MattersSchedule
      7.1
              -
      Continuing ObligationsSchedule
      9.1
              -
      Existing IndebtednessSchedule
      9.2
              - Existing
      LiensSchedule
      9.4
              - Existing
      InvestmentsSchedule
      9.16
              -
      Capital PlanExhibit
      A
              - Form
      of Assignment and Assumption AgreementExhibit
      B
              - Form
      of Guarantor JoinderExhibit
      C-1
              -
      Form of Revolving Credit NoteExhibit
      C-2
              -
      Form of Swing Loan NoteExhibit
      C-3
              -
      Form of Term NoteExhibit
      D
              -
      Form of Borrowing RequestExhibit
      E
              - Form
      of Compliance Certificate







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.





“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.


- 2
-


“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.


- 3
-


“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 ManagementBank” 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.


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“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.


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“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.


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“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.


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“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.


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-


“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.


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




“Existing Swap
Agreements” means the Swap Agreements issued by JPMorgan secured under
the Existing Credit Facility and further described onSchedule 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.


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“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.


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“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.


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“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.


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“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.


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“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).


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“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;


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(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


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(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.


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“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.


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“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.


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“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.


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“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.


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“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.


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“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;


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(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.


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(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.


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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.


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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.


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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.


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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.


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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);


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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.


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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.


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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.


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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 CreditIncrease
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.




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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:


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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.


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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.”


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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.


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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);


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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.


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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.


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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.


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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.


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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.


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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.


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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 .


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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.


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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.


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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).


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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 .


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(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:


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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.


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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.


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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.


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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:


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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.


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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.


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SECTION 8.6Visitation
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,providedthat 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 8.7Keeping 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,providedthat it shall not be deemed to be a
violation of thisSection
8.9if any failure to
comply with any Law would not (i) result in fines, penalties, and other similar
liabilities or injunctive reliefwhich, 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.


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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
8.11Subordination
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 thisSection
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.


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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 Agentor
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 aGuarantor 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 bySection
7.1, as
applicablemodified 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 thisSection
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 thisSection
8.16above 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 ofSection
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 onSchedule
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 thisSection
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 asthe 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 onSchedule
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 inSection
9.1(g);




(e)           Other Liens, secured by Indebtedness
permitted underSection
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 underSection
9.1hereof.




SECTION 9.4Loans 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 underSection
9.6hereof;




(h)           loans and investments described onSchedule
9.4hereto;
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 engagedin 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 ofSection
9.15,providedsuch substitute assets are subject to
the Lenders’ Prior Security Interest; and




(e)           any othersale, transfer or lease of
assetsnot 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 toSection
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
9.4hereof).  Eachof the Loan Parties shall not, other
than to the extent permitted underSection
9.4hereof, 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
9.13Swap
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
9.16CapitalExpenditures . Each of the Loan Parties shall
not,and shall not permit any of its
Subsidiaries to, makeany
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 onSchedule
9.16hereto; (b) which
represent acquisitions described in and permitted underSection
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
                    
                    RatioOn the Closing
      Date
                    
                    2.75 to
  1.0From the day immediately following
      the Closing Date through March 30, 2012
                    
                    2.75 to
  1.0From 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;providedthat 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 toSection
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 toSection
10.1andSection
10.2a 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 ofExhibit
Ehereto, to the effect
that, except as described pursuant toSection
10.4, (a) the
representations and warranties of the Loan Parties contained inArticle
VIand 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 inArticle
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
10.5Notice 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 orwhich, 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 toSection
9.7.




(b)           within the time limits set forth inSection
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 inSection
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 orwhich, individually or in
the aggregate, could reasonably be expected to result in any Material Adverse
Changethen 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 inArticle
IXorArticle
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 underSection
9.6orSection
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 underSection
11.1(a) throughSection
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 underSection
11.1(n) orSection
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 ofSection
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
thisSection
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 theexparteappointment 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 Borrowingsand 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,providedthat 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 toSection
12.6.  Subject to
the provisions ofSection
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,providedthat 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.


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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 itsRatable
Shareharmless 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,providedthat 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 itsRatable Sharefor 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.


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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.




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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.




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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:




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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 bySection 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.




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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.




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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:




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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.




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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.




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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.




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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 INSECTION
13.6AND 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.




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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.


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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. BallTitle:
                                                                            VP,
      General Counsel and Secretary
                                                                            
                                                                            Title:
                                                                            Senior
      Vice President andChief
      Financial OfficerGUARANTORS:ATTEST:
                                                                            
                                                                            CALGON
      CARBON INVESTMENTS, INC./s/
      John S. Stanik
                                                                            
                                                                            By:
                                                                            /s/
      Leroy M. Ball
                                                                            (SEAL)Name:
                                                                            John
      S. Stanik
                                                                            
                                                                            Name:
                                                                            Leroy
      M. BallTitle:
                                                                            President
                                                                            
                                                                            Title:
                                                                            Vice
      President and SecretaryATTEST:
                                                                            
                                                                            BSC
      COLUMBUS, LLC/s/
      Robert P. O’Brien
                                                                            
                                                                            By:
                                                                            /s/
      Leroy M. Ball
                                                                            (SEAL)Name:
                                                                            Robert
      P. O’Brien
                                                                            
                                                                            Name:
                                                                            Leroy
      M. BallTitle:
                                                                            Manager
                                                                            
                                                                            Title:
                                                                            ManagerATTEST:
                                                                            
                                                                            CCC
      COLUMBUS, LLC/s/
      Robert P. O’Brien
                                                                            
                                                                            By:
                                                                            /s/
      Leroy M. Ball
                                                                            (SEAL)Name:
                                                                            Robert
      P. O’Brien
                                                                            
                                                                            Name:
                                                                            Leroy
      M. BallTitle:
                                                                            Manager
                                                                            
                                                                            Title:
                                                                            Manager










FIRST COMMONWEALTH
      BANK,
                    individually
      as a Lender, as Agent, Issuing
                    Bank
      and Swing Loan LenderBy:
                  /s/
      C. Forrest TefftName:  C.
      Forrest TefftTitle:
      Senior Vice
President





Agent’s
Signature Page – Credit Agreement







CITIZENS
      BANK OF PENNSYLVANIABy:
                      /s/
      Andy J. ArduiniName: 
      Andy J. ArduiniTitle:
      Vice
President




Lender
Signature Page – Credit Agreement







FIRST
      NATIONAL BANK OF PENNSYLVANIABy:
                    /s/
      John L. HayesName: 
      John L. HayesTitle:
      Senior Vice
President




Lender
Signature Page – Credit Agreement





ANNEX
I




Pricing
Grid-Applicable Margins and Fees Based on Leverage Ratio




Level
                                      
                                      LeverageRatio
                                      
                                      Euro-Rate
                                        Margin
                                      
                                      BaseRate
                                        Margin
                                      
                                      Commitment
                                        Fee
                                      
                                      Letterof
                                        CreditFeeI
                                      
                                      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%





ANNEX
II




COMMITMENTS
OF LENDERS AND ADDRESSES FOR NOTICES




Part 1 - Commitments of
Lenders




Lender
                  
                  Commitment
                  
                  
                  Ratable ShareFirst
      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 BankAddress:
                437
      Grant StreetFrick
      Building, Suite 1600Pittsburgh,
      PA 15219Attention:
                C.
      Forrest Tefft, Senior Vice PresidentTelephone:
                (412)
      690-2202Telecopy:
                (412)
      690-2206With
      a copy to:Attention:
                Misty
      L. Cleary, Agency ServicesTelephone:
                (412)
      690-2211Telecopy:
                (412)
      690-2206E-mail:
                MCleary@fcbanking.com





LENDERS




Name:
              First
      Commonwealth BankAddress:
              437
      Grant StreetFrick
      Building, Suite 1600Pittsburgh,
      PA 15219Attention:
              C.
      Forrest Tefft, Senior Vice PresidentTelephone:
              (412)
      690-2202Telecopy:
              (412)
      690-2206E-mail:
              CFTefft@fcbanking.comName:
              Citizens
      Bank of PennsylvaniaAddress:
              525
      William Penn PlacePittsburgh,
      PA 15219-1729Attention:
              Andy
      Arduini, Vice PresidentTelephone:
              (412)
      867-2424Telecopy:
              (412)
      552-6308E-mail:
              andy.j.arduini@citizensbank.comName:
              First
      National Bank of PennsylvaniaAddress:
              100
      Federal Street, 3rd
      FloorPittsburgh,
      PA 15212Attention:
              John
      Hayes, Senior Vice PresidentTelephone:
              (412)
      359-2617Telecopy:
              (412)
      231-3584E-mail:
              hayes@fnb-corp.com










Part 3 - Addresses for
Notices toBorrower and
Guarantors:





Name:
                Calgon
      Carbon CorporationAddress:
                400
      Calgon Carbon DrivePittsburgh,
      PA 15205Attention:
                Peter
      K. Lee, TreasurerTelephone:
                (412)
      787-6890Telecopy:
                (412)
      787-4751E-mail:
                PLee@calgoncarbon-us.comWith
      a copy to:Name:
                Calgon
      Carbon CorporationAddress:
                400
      Calgon Carbon DrivePittsburgh,
      PA 15205Attention:
                Dennis
      M. Sheedy, General CounselTelephone:
                (412)
      787-6786Telecopy:
                (412)
      787-4551E-mail:
                DSheedy@calgoncarbon-us.com