EX-10.1



 Exhibit 10.1 

REVOLVING CREDIT 
 AND

 SECURITY AGREEMENT 

by and among 
 OREGON
METALLURGICAL, LLC, 
 ALLEGHENY LUDLUM, LLC, 

TDY INDUSTRIES, LLC, 

INTERNATIONAL HEARTH MELTING, LLC, 

ATI PRECISION FINISHING, LLC, 

TITANIUM WIRE CORPORATION, 

ENVIRONMENTAL, INC., 
 ATI
TITANIUM LLC, 
 ATI FLOWFORM PRODUCTS, LLC, 

ATI LADISH LLC, 
 VALLEY
MACHINING, INC., 
 ATI LADISH MACHINING, INC., 

CHEN-TECH INDUSTRIES, INC., 

PACIFIC CAST TECHNOLOGIES, INC., 

ATI POWDER METALS LLC and 

ATI CAST PRODUCTS SALEM OPERATIONS, LLC, 

as Borrowers, 
 THE GUARANTORS
FROM TIME TO TIME PARTY HERETO, 
 THE LENDERS FROM TIME TO TIME PARTY HERETO, 

PNC BANK, NATIONAL ASSOCIATION, 

as Lender and Agent 
 BANK OF
AMERICA N.A., as Co-Syndication Agent, 
 CITIBANK, N.A., as Co-Syndication Agent, 

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

MUFG UNION BANK, N.A., as Co-Syndication Agent, 

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

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

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Managing Agent, 

and 
 PNC CAPITAL MARKETS LLC,

 as Sole Lead Arranger and Sole Bookrunner 

Effective as of September 23, 2015 

CUSIP# 68589UAA7 







 TABLE OF CONTENTS 

 

									
	 	 	 	 	 	  	Page	 
			
	 I.
	 	 DEFINITIONS
	  	 	1	  
		 	 1.1.
	 	 Accounting Terms
	  	 	1	  
		 	 1.2.
	 	 General Terms
	  	 	2	  
		 	 1.3.
	 	 Uniform Commercial Code Terms
	  	 	40	  
		 	 1.4.
	 	 Certain Matters of Construction
	  	 	41	  
			
	 II.
	 	 ADVANCES, PAYMENTS
	  	 	42	  
		 	 2.1.
	 	 Revolving Advances
	  	 	42	  
		 	 2.2.
	 	 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances
	  	 	43	  
		 	 2.3.
	 	 Reserved
	  	 	45	  
		 	 2.4.
	 	 Swing Loans
	  	 	45	  
		 	 2.5.
	 	 Disbursement of Advance Proceeds
	  	 	46	  
		 	 2.6.
	 	 Making and Settlement of Advances
	  	 	47	  
		 	 2.7.
	 	 Maximum Advances
	  	 	49	  
		 	 2.8.
	 	 Manner and Repayment of Advances
	  	 	49	  
		 	 2.9.
	 	 Repayment of Excess Advances
	  	 	50	  
		 	 2.10.
	 	 Statement of Account
	  	 	50	  
		 	 2.11.
	 	 Letters of Credit
	  	 	50	  
		 	 2.12.
	 	 Issuance of Letters of Credit
	  	 	51	  
		 	 2.13.
	 	 Requirements For Issuance of Letters of Credit
	  	 	52	  
		 	 2.14.
	 	 Disbursements, Reimbursement
	  	 	52	  
		 	 2.15.
	 	 Repayment of Participation Advances
	  	 	54	  
		 	 2.16.
	 	 Documentation
	  	 	55	  
		 	 2.17.
	 	 Determination to Honor Drawing Request
	  	 	55	  
		 	 2.18.
	 	 Nature of Participation and Reimbursement Obligations
	  	 	55	  
		 	 2.19.
	 	 Liability for Acts and Omissions
	  	 	57	  
		 	 2.20.
	 	 Reserved
	  	 	58	  
		 	 2.21.
	 	 Use of Proceeds
	  	 	58	  
		 	 2.22.
	 	 Defaulting Lender
	  	 	58	  
		 	 2.23.
	 	 Payment of Obligations
	  	 	61	  
		 	 2.24.
	 	 Increase in Maximum Revolving Advance Amount
	  	 	61	  
		 	 2.25.
	 	 Currency Fluctuations
	  	 	64	  
		 	 2.26.
	 	 Periodic Computations of Dollar Equivalent Amount of Letter of Credit Obligations; Requests for Additional Optional
Currencies
	  	 	64	  
		 	 2.27.
	 	 Judgment Currency
	  	 	64	  
		 	 2.28.
	 	 European Monetary Union
	  	 	65	  
		 	 2.29.
	 	 Payments In Euros Under Certain Circumstances
	  	 	65	  
		 	 2.30.
	 	 Additional Compensation Under Certain Circumstances
	  	 	65	  
			
	 III.
	 	 INTEREST AND FEES
	  	 	65	  
		 	 3.1.
	 	 Interest
	  	 	65	  


  
 i 









									
		 	 3.2.
	 	 Letter of Credit Fees
	  	 	66	  
		 	 3.3.
	 	 Facility Fee
	  	 	67	  
		 	 3.4.
	 	 Reserved
	  	 	67	  
		 	 3.5.
	 	 Computation of Interest and Fees
	  	 	67	  
		 	 3.6.
	 	 Maximum Charges
	  	 	68	  
		 	 3.7.
	 	 Increased Costs
	  	 	68	  
		 	 3.8.
	 	 Basis For Determining Interest Rate Inadequate or Unfair
	  	 	69	  
		 	 3.9.
	 	 Capital Adequacy
	  	 	70	  
		 	 3.10.
	 	 Taxes
	  	 	70	  
		 	 3.11.
	 	 Replacement of Lenders
	  	 	73	  
			
	 IV.
	 	 COLLATERAL: GENERAL TERMS
	  	 	73	  
		 	 4.1.
	 	 Security Interest in the Collateral
	  	 	73	  
		 	 4.2.
	 	 Perfection of Security Interest
	  	 	74	  
		 	 4.3.
	 	 Preservation of Collateral
	  	 	74	  
		 	 4.4.
	 	 Ownership and Location of Collateral
	  	 	75	  
		 	 4.5.
	 	 Defense of Agent’s and Lenders’ Interests
	  	 	75	  
		 	 4.6.
	 	 Inspection of Premises
	  	 	76	  
		 	 4.7.
	 	 Appraisals
	  	 	76	  
		 	 4.8.
	 	 Receivables; Blocked Accounts and Deposit Accounts
	  	 	76	  
		 	 4.9.
	 	 Inventory
	  	 	79	  
		 	 4.10.
	 	 Reserved
	  	 	79	  
		 	 4.11.
	 	 Exculpation of Liability
	  	 	79	  
		 	 4.12.
	 	 Financing Statements
	  	 	79	  
			
	 V.
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	80	  
		 	 5.1.
	 	 Authority
	  	 	80	  
		 	 5.2.
	 	 Formation and Qualification
	  	 	80	  
		 	 5.3.
	 	 Survival of Representations and Warranties
	  	 	80	  
		 	 5.4.
	 	 Tax Returns
	  	 	81	  
		 	 5.5.
	 	 Financial Statements
	  	 	81	  
		 	 5.6.
	 	 Entity Names
	  	 	81	  
		 	 5.7.
	 	 O.S.H.A. Environmental Compliance
	  	 	82	  
		 	 5.8.
	 	 Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance
	  	 	82	  
		 	 5.9.
	 	 Patents, Trademarks, Copyrights and Licenses
	  	 	83	  
		 	 5.10.
	 	 Licenses and Permits
	  	 	84	  
		 	 5.11.
	 	 Reserved
	  	 	84	  
		 	 5.12.
	 	 No Default
	  	 	84	  
		 	 5.13.
	 	 No Burdensome Restrictions
	  	 	84	  
		 	 5.14.
	 	 No Labor Disputes
	  	 	84	  
		 	 5.15.
	 	 Margin Regulations
	  	 	84	  
		 	 5.16.
	 	 Investment Company Act
	  	 	84	  
		 	 5.17.
	 	 Disclosure
	  	 	84	  
		 	 5.18.
	 	 Reserved
	  	 	85	  
		 	 5.19.
	 	 Reserved
	  	 	85	  
		 	 5.20.
	 	 Reserved
	  	 	85	  


  
 ii 









									
		 	 5.21.
	 	 Business and Property of Loan Parties
	  	 	85	  
		 	 5.22.
	 	 Ineligible Securities
	  	 	85	  
		 	 5.23.
	 	 Reserved
	  	 	85	  
		 	 5.24.
	 	 Equity Interests
	  	 	85	  
		 	 5.25.
	 	 Commercial Tort Claims
	  	 	85	  
		 	 5.26.
	 	 Letter of Credit Rights
	  	 	85	  
		 	 5.27.
	 	 Material Contracts
	  	 	85	  
		 	 5.28.
	 	 Designated Customers
	  	 	85	  
		 	 5.29.
	 	 Senior Debt Status
	  	 	85	  
			
	 VI.
	 	 AFFIRMATIVE COVENANTS
	  	 	86	  
		 	 6.1.
	 	 Compliance with Laws
	  	 	86	  
		 	 6.2.
	 	 Conduct of Business and Maintenance of Existence and Assets
	  	 	86	  
		 	 6.3.
	 	 Books and Records
	  	 	86	  
		 	 6.4.
	 	 Payment of Taxes
	  	 	86	  
		 	 6.5.
	 	 Preservation of Existence, Etc.
	  	 	87	  
		 	 6.6.
	 	 Maintenance of Properties, Leases
	  	 	87	  
		 	 6.7.
	 	 Visitation Rights
	  	 	87	  
		 	 6.8.
	 	 Use of Proceeds
	  	 	87	  
		 	 6.9.
	 	 Anti-Terrorism Laws
	  	 	87	  
		 	 6.10.
	 	 Financial Covenants
	  	 	88	  
		 	 6.11.
	 	 Insurance
	  	 	88	  
		 	 6.12.
	 	 Payment of Indebtedness and Leasehold Obligations
	  	 	89	  
		 	 6.13.
	 	 Environmental Matters
	  	 	89	  
		 	 6.14.
	 	 Standards of Financial Statements
	  	 	89	  
		 	 6.15.
	 	 Reserved
	  	 	89	  
		 	 6.16.
	 	 Execution of Supplemental Instruments
	  	 	89	  
		 	 6.17.
	 	 Government Receivables
	  	 	90	  
		 	 6.18.
	 	 Depository Accounts; Blocked Account Agreements
	  	 	90	  
		 	 6.19.
	 	 Keepwell
	  	 	90	  
			
	 VII.
	 	 NEGATIVE COVENANTS
	  	 	91	  
		 	 7.1.
	 	 Merger, Consolidation, Acquisition and Sale of Assets
	  	 	91	  
		 	 7.2.
	 	 Creation of Liens
	  	 	92	  
		 	 7.3.
	 	 Guarantees
	  	 	92	  
		 	 7.4.
	 	 Investments
	  	 	92	  
		 	 7.5.
	 	 Loans
	  	 	92	  
		 	 7.6.
	 	 Reserved
	  	 	92	  
		 	 7.7.
	 	 Dividends and Restricted Payments
	  	 	92	  
		 	 7.8.
	 	 Indebtedness
	  	 	93	  
		 	 7.9.
	 	 Nature of Business
	  	 	93	  
		 	 7.10.
	 	 Transactions with Affiliates
	  	 	93	  
		 	 7.11.
	 	 Reserved
	  	 	93	  
		 	 7.12.
	 	 Subsidiaries and Partnerships
	  	 	93	  
		 	 7.13.
	 	 Fiscal Year and Accounting Changes
	  	 	94	  
		 	 7.14.
	 	 Reserved
	  	 	94	  
		 	 7.15.
	 	 Amendment of Organizational Documents
	  	 	94	  
		 	 7.16.
	 	 Compliance with ERISA
	  	 	94	  


  
 iii 









									
			
	 VIII.
	 	 CONDITIONS PRECEDENT
	  	 	95	  
		 	 8.1.
	 	 Conditions to Initial Advances
	  	 	95	  
		 	 8.2.
	 	 Conditions to Each Advance
	  	 	98	  
			
	 IX.
	 	 INFORMATION AS TO LOAN PARTIES
	  	 	98	  
		 	 9.1.
	 	 Disclosure of Material Matters
	  	 	98	  
		 	 9.2.
	 	 Schedules
	  	 	98	  
		 	 9.3.
	 	 Environmental Reports
	  	 	99	  
		 	 9.4.
	 	 Litigation
	  	 	99	  
		 	 9.5.
	 	 Material Occurrences
	  	 	99	  
		 	 9.6.
	 	 Reserved
	  	 	100	  
		 	 9.7.
	 	 Annual Financial Statements
	  	 	100	  
		 	 9.8.
	 	 Quarterly Financial Statements
	  	 	100	  
		 	 9.9.
	 	 Borrowing Base Certificates
	  	 	100	  
		 	 9.10.
	 	 SEC Reports; Shareholder Communications
	  	 	101	  
		 	 9.11.
	 	 Additional Information
	  	 	101	  
		 	 9.12.
	 	 Projected Operating Budget
	  	 	101	  
		 	 9.13.
	 	 Reserved
	  	 	101	  
		 	 9.14.
	 	 Notice of Suits, Adverse Events
	  	 	101	  
		 	 9.15.
	 	 ERISA Notices and Requests
	  	 	101	  
		 	 9.16.
	 	 Additional Documents
	  	 	102	  
		 	 9.17.
	 	 Updates to Certain Schedules
	  	 	102	  
		 	 9.18.
	 	 Financial Disclosure
	  	 	102	  
			
	 X.
	 	 EVENTS OF DEFAULT
	  	 	103	  
		 	 10.1.
	 	 Nonpayment
	  	 	103	  
		 	 10.2.
	 	 Breach of Representation
	  	 	103	  
		 	 10.3.
	 	 Financial Information
	  	 	103	  
		 	 10.4.
	 	 Reserved
	  	 	103	  
		 	 10.5.
	 	 Noncompliance
	  	 	103	  
		 	 10.6.
	 	 Judgments
	  	 	103	  
		 	 10.7.
	 	 Bankruptcy
	  	 	104	  
		 	 10.8.
	 	 Reserved
	  	 	104	  
		 	 10.9.
	 	 Lien Priority
	  	 	104	  
		 	 10.10.
	 	 Reserved
	  	 	104	  
		 	 10.11.
	 	 Cross Default
	  	 	104	  
		 	 10.12.
	 	 Breach of Guaranty
	  	 	104	  
		 	 10.13.
	 	 Change of Control
	  	 	104	  
		 	 10.14.
	 	 Invalidity
	  	 	104	  
		 	 10.15.
	 	 Seizures
	  	 	104	  
		 	 10.16.
	 	 Operations
	  	 	105	  
		 	 10.17.
	 	 Pension Plans
	  	 	105	  
		 	 10.18.
	 	 Anti-Money Laundering/International Trade Law Compliance
	  	 	105	  


  
 iv 









									
			
	 XI.
	 	 LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT
	  	 	105	  
		 	 11.1.
	 	 Rights and Remedies
	  	 	105	  
		 	 11.2.
	 	 Agent’s Discretion
	  	 	107	  
		 	 11.3.
	 	 Setoff
	  	 	107	  
		 	 11.4.
	 	 Rights and Remedies not Exclusive
	  	 	107	  
		 	 11.5.
	 	 Allocation of Payments After Event of Default
	  	 	107	  
			
	 XII.
	 	 WAIVERS AND JUDICIAL PROCEEDINGS
	  	 	108	  
		 	 12.1.
	 	 Waiver of Notice
	  	 	108	  
		 	 12.2.
	 	 Delay
	  	 	108	  
		 	 12.3.
	 	 Jury Waiver
	  	 	109	  
			
	 XIII.
	 	 EFFECTIVE DATE AND TERMINATION
	  	 	109	  
		 	 13.1.
	 	 Term
	  	 	109	  
		 	 13.2.
	 	 Termination
	  	 	109	  
			
	 XIV.
	 	 REGARDING AGENT
	  	 	110	  
		 	 14.1.
	 	 Appointment
	  	 	110	  
		 	 14.2.
	 	 Nature of Duties
	  	 	110	  
		 	 14.3.
	 	 Lack of Reliance on Agent
	  	 	111	  
		 	 14.4.
	 	 Resignation of Agent; Successor Agent
	  	 	111	  
		 	 14.5.
	 	 Certain Rights of Agent
	  	 	112	  
		 	 14.6.
	 	 Reliance
	  	 	112	  
		 	 14.7.
	 	 Notice of Default
	  	 	112	  
		 	 14.8.
	 	 Indemnification
	  	 	112	  
		 	 14.9.
	 	 Agent in its Individual Capacity
	  	 	113	  
		 	 14.10.
	 	 Delivery of Documents
	  	 	113	  
		 	 14.11.
	 	 Loan Parties’ Undertaking to Agent
	  	 	113	  
		 	 14.12.
	 	 No Reliance on Agent’s Customer Identification Program
	  	 	113	  
		 	 14.13.
	 	 Other Agreements
	  	 	113	  
			
	 XV.
	 	 BORROWING AGENCY
	  	 	114	  
		 	 15.1.
	 	 Borrowing Agency Provisions
	  	 	114	  
		 	 15.2.
	 	 Waiver of Subrogation
	  	 	114	  
			
	 XVI.
	 	 MISCELLANEOUS
	  	 	115	  
		 	 16.1.
	 	 Governing Law
	  	 	115	  
		 	 16.2.
	 	 Entire Understanding
	  	 	115	  
		 	 16.3.
	 	 Successors and Assigns; Participations; New Lenders
	  	 	119	  
		 	 16.4.
	 	 Application of Payments
	  	 	121	  
		 	 16.5.
	 	 Indemnity
	  	 	121	  
		 	 16.6.
	 	 Notice
	  	 	122	  
		 	 16.7.
	 	 Survival
	  	 	124	  
		 	 16.8.
	 	 Severability
	  	 	124	  
		 	 16.9.
	 	 Expenses
	  	 	124	  
		 	 16.10.
	 	 Injunctive Relief
	  	 	125	  
		 	 16.11.
	 	 Consequential Damages
	  	 	125	  


  
 v 









									
		 	 16.12.
	 	 Captions 
	  	 	125	  
		 	 16.13.
	 	 Counterparts; Facsimile Signatures
	  	 	125	  
		 	 16.14.
	 	 Construction
	  	 	125	  
		 	 16.15.
	 	 Confidentiality; Sharing Information
	  	 	125	  
		 	 16.16.
	 	 Publicity
	  	 	126	  
		 	 16.17.
	 	 Certifications From Banks and Participants; USA PATRIOT Act
	  	 	126	  
		 	 16.18.
	 	 Anti-Terrorism Laws
	  	 	126	  


  
 vi 








 LIST OF EXHIBITS AND SCHEDULES 

Exhibits 
  

			
	Exhibit 1.2	  	Borrowing Base Certificate
	Exhibit 1.2(a)	  	Compliance Certificate
	Exhibit 2.1(a)	  	Revolving Credit Note
	Exhibit 2.2(b)	  	Loan Request
	Exhibit 2.4(a)	  	Swing Loan Note
	Exhibit 2.24	  	Lender Joinder
	Exhibit 7.12(a)	  	Borrower Joinder
	Exhibit 7.12(b)	  	Guarantor Joinder
	Exhibit 16.3	  	Commitment Transfer Supplement

 Schedules 

 

			
	Schedule 1.1	  	Existing Letters of Credit
	Schedule 1.2	  	Permitted Encumbrances
	Schedule 4.4	  	Collateral Locations; Place of Business, Chief Executive Office, Real Property
	Schedule 4.8(k)	  	Deposit Accounts
	Schedule 5.1	  	Consents
	Schedule 5.2(a)	  	States of Qualification and Good Standing
	Schedule 5.2(b)	  	Subsidiaries
	Schedule 5.4	  	Federal Tax Identification Number
	Schedule 5.6	  	Prior Names
	Schedule 5.7	  	Environmental Matters
	Schedule 5.8(b)(i)	  	Litigation
	Schedule 5.8(b)(ii)	  	Indebtedness
	Schedule 5.8(d)	  	Plans
	Schedule 5.10	  	Licenses and Permits
	Schedule 5.14	  	Labor Disputes
	Schedule 5.24	  	Equity Interests
	Schedule 5.28	  	Designated Customers
	Schedule 7.3	  	Guarantees
	Schedule 7.10	  	Transactions with Affiliates


  
 vii 








 REVOLVING CREDIT 

AND 
 SECURITY AGREEMENT

 Revolving Credit and Security Agreement dated as of September 15, 2015, to be effective as of the Closing Date, among OREGON
METALLURGICAL, LLC, an Oregon limited liability company, ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company, TDY INDUSTRIES, LLC, a California limited liability company, INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability
company, ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company, TITANIUM WIRE CORPORATION, a Pennsylvania corporation, ENVIRONMENTAL, INC., a California corporation, ATI TITANIUM LLC, a Delaware limited liability company, ATI
FLOWFORM PRODUCTS, LLC, a Delaware limited liability company, ATI LADISH LLC, a Wisconsin limited liability company, VALLEY MACHINING, INC., a Wisconsin corporation, ATI LADISH MACHINING, INC., a Nevada corporation, CHEN-TECH INDUSTRIES, INC., a
Nevada corporation, PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation, ATI POWDER METALS LLC, a Pennsylvania limited liability company, and ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company and each Person joined
hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the Guarantors (as defined herein) now or which hereafter become a party hereto, the financial institutions which are now or which
hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”). 

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows: 

 

	I.	DEFINITIONS. 

 1.1. Accounting Terms. As used in this Agreement, the Other Documents or
any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined
shall have the respective meanings given to them under GAAP; provided, however that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be
defined in accordance with GAAP as applied in preparation of the audited financial statements of ATI and its Subsidiaries for the fiscal year ended December 31, 2014. If there occurs after the Closing Date any change in GAAP that affects in any
respect the calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Agent, Lenders and Loan Parties shall negotiate in good faith to amend the provisions of this Agreement
that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and Loan Parties after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date,
provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide 







 
additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to
provide the appropriate financial information required hereunder with respect to the Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the
applicable changes in GAAP. 
 1.2. General Terms. For purposes of this Agreement the following terms shall have the following
meanings: 
 “Accountants” shall have the meaning set forth in Section 9.7 hereof. 

“Advance Rates” shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof. 

“Advances” shall mean and include the Revolving Advances, Letters of Credit and the Swing Loans. 

“Affected Lender” shall have the meaning set forth in Section 3.11 hereof. 

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

“Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns. 

“Agreement” shall mean this Revolving Credit and Security Agreement, as the same may be amended, restated, supplemented or
otherwise modified from time to time. 
 “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the
highest of (a) the Prime Rate in effect on such day, (b) the sum of the Federal Funds Open Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of the Daily LIBOR Rate in effect on such day
plus one percent (1.0%), so long as a Daily LIBOR Rate is offered, ascertainable and not unlawful. 
 “Alternate
Source” shall have the meaning set forth in the definition of Federal Funds Open Rate. 
 “Anti-Terrorism Laws”
shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, including, but
not limited to, the United Kingdom Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977, all as amended, supplemented or replaced from time to time. 

“Applicable Law” shall mean all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Other
Document or contract in question, including all applicable common law and equitable principles, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any
Governmental Body, and all orders, judgments and decrees of all courts and arbitrators. 

  
 2 








 “Applicable Margin” shall mean (a) the percentage spread to be added to
Revolving Advances and Swing Loans consisting of Domestic Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below under the heading “Applicable Margins for
Domestic Rate Loans”; and (b) the percentage spread to be added to Revolving Advances consisting of LIBOR Rate Loans and Swing Loans consisting of Daily LIBOR Rate Loans based upon the Average Undrawn Availability for the most recently
ended fiscal quarter according to the pricing grid set forth below under the heading “Applicable Margins for LIBOR Rate Loans/Daily LIBOR Rate Loans”. 

Effective as of the date on which the Borrowing Base Certificate required under Section 9.9 for the applicable month-end corresponding
with the applicable most recently completed fiscal quarter-end of each fiscal year (each such Borrowing Base Certificate referred to herein as the “Quarter-End Borrowing Base Certificate”) is due to be delivered (each day on which such
delivery is due, an “Adjustment Date”), the Applicable Margin for each type of Advance shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table below corresponding to the Average Undrawn
Availability for the most recently completed fiscal quarter prior to the applicable Adjustment Date: 
  

															
	 LEVEL
	  	 AVERAGE UNDRAWN AVAILABILITY
	  	APPLICABLE
MARGINS
FOR
DOMESTIC
RATE LOANS
(Revolving
Advances,
Swing Loans)	 	 	APPLICABLE
MARGINS
FOR LIBOR
RATE
LOANS/DAILY
LIBOR RATE
LOANS
(Revolving
Advances,
Swing Loans)	 	 	LETTERS OF
CREDIT FEE	 
	 I
	  	 Greater than or equal to 66.66% of the Maximum Revolving Advance Amount
	  	 	0.25	% 	 	 	1.25	% 	 	 	1.25	% 
	 II
	  	 Less than 66.66% but greater than or equal to 33.33% of the Maximum Revolving Advance Amount
	  	 	0.50	% 	 	 	1.50	% 	 	 	1.50	% 
	 III
	  	 Less than 33.33% of the Maximum Revolving Advance Amount
	  	 	0.75	% 	 	 	1.75	% 	 	 	1.75	% 

 The Applicable Margin as of the Closing Date shall be based upon the percentages associated with Level I
pricing in the pricing grid above, and such Applicable Margin shall remain in effect until the first Adjustment Date following the Closing Date. 

  
 3 








 If Borrowers shall fail to deliver a Quarter-End Borrowing Base Certificate required under
Section 9.9 by the dates required pursuant to such section, the Applicable Margin shall be conclusively presumed to equal the percentages associated with Level III of the pricing grid set forth above until the date of delivery of such
Quarter-End Borrowing Base Certificate, at which time the rate will be adjusted based upon the Average Undrawn Availability reflected on such Quarter-End Borrowing Base Certificate. Notwithstanding anything to the contrary contained herein, no
downward adjustment in any Applicable Margin shall be made on any Adjustment Date on which any Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary contained herein, immediately and automatically upon the
occurrence of any Event of Default, each Applicable Margin shall increase to and equal the percentages associated with Level III of the pricing grid set forth above and shall continue at such highest Applicable Margin until the date (if any) on
which such Event of Default shall be waived in accordance with the provisions of this Agreement, at which time the rate will be adjusted based upon the Average Undrawn Availability reflected on the most recently delivered Quarter-End Borrowing Base
Certificate delivered by Borrowers to Agent pursuant to Section 9.9. Any increase in interest rates and/or other fees payable by Borrowers under this Agreement and the Other Documents pursuant to the provisions of the foregoing sentence shall
be in addition to and independent of any increase in such interest rates and/or other fees resulting from the occurrence of any Event of Default (including, if applicable, any Event of Default arising from a breach of Sections 9.9 hereof) and/or the
effectiveness of the Default Rate provisions of Section 3.1 hereof or the default fee rate provisions of Section 3.2 hereof. 

If, as a result of any restatement of, or other adjustment to, the Quarter-End Borrowing Base Certificate or for any other reason, Agent
determines that (a) the Average Undrawn Availability as previously calculated as of any applicable date for any applicable period was inaccurate, and (b) a proper calculation of the Average Undrawn Availability for any such period would
have resulted in different pricing for such period, then (i) if the proper calculation of the Average Undrawn Availability would have resulted in a higher interest rate and/or fees (as applicable) for such period, automatically and immediately
without the necessity of any demand or notice by Agent or any other affirmative act of any party, the interest accrued on the applicable outstanding Advances and/or the amount of the fees accruing for such period under the provisions of this
Agreement and the Other Documents shall be deemed to be retroactively increased by, and Borrowers shall be obligated to immediately pay to Agent for the ratable benefit of Lenders 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; and (ii) if the proper calculation of the Average Undrawn Availability would have resulted in a lower interest rate and/or fees (as
applicable) for such period, then the interest accrued on the applicable outstanding Advances and the amount of the fees accruing for such period under the provisions of this Agreement and the Other Documents shall be deemed to remain unchanged, and
Agent and Lenders shall have no obligation to repay interest or fees to the Borrowers; provided, that, if as a result of any restatement or other event or other determination by Agent a proper calculation of the Average Undrawn Availability would
have resulted in a higher interest rate and/or fees (as applicable) for one or more periods and a lower interest rate and/or fees (as applicable) for one or more other periods (due to the shifting of income or expenses from one period to another
period or any other reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amounts of
interest and fees actually paid for such periods. 

  
 4 








 “Application Date” shall have the meaning set forth in Section 2.8(b)
hereof. 
 “Approvals” shall have the meaning set forth in Section 5.7(b) hereof. 

“Approved Electronic Communication” shall mean each notice, demand, communication, information, document and other material
transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the StuckyNet System©, or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their Affiliates or any
other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any financial statement, financial and other report, notice, request, certificate and other
information material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

 “ATI” shall mean Allegheny Technologies Incorporated, a Delaware corporation and its successors and assigns. 

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

“Average Undrawn Availability” shall mean, as of any date of determination, the sum of Undrawn Availability for each of the
calendar days in the previous fiscal quarter, divided by the actual number of calendar days in such previous fiscal quarter. 

“Benefited Lender” shall have the meaning set forth in Section 2.6(e) hereof. 

“Blocked Account Agreement” shall mean any Blocked Account Agreement or deposit account control agreement, in each case, in
form and substance reasonably satisfactory to the Agent, entered into by the Borrowers, as applicable, the Agent and the bank at which the applicable Blocked Account is located, together with all amendments, supplements, modifications, substitutions
and replacements thereto and thereof. 
 “Blocked Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

 “Borrower” or “Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall
extend to all permitted successors and assigns of such Persons. 
 “Borrower Joinder” shall have mean a joinder by a Person
as a Borrower under this Agreement and the Other Documents in the form of Exhibit 7.12(a). 

  
 5 








 “Borrowers’ Account” shall have the meaning set forth in Section 2.10
hereof. 
 “Borrowing Agent” shall mean TDY Industries, LLC, a California limited liability company. 

“Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2 hereto duly executed by an
Authorized Officer of the Borrowing Agent and delivered to the Agent, appropriately completed, by which such officer shall certify to Agent, among other things, the Formula Amount, the Average Undrawn Availability and the Undrawn Availability as of
the date of such certificate and all calculations with respect to the foregoing. 
 “Business Day” shall mean any day other
than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania and, if the applicable Business Day relates to any LIBOR Rate Loans, such day must also be a
day on which dealings are carried on in the London interbank market. 
 “Capital Expenditures” shall mean expenditures made
or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one year and which, in accordance with GAAP, would be
classified as capital expenditures. 
 “Capitalized Lease Obligation” shall mean any Indebtedness of any Loan Party
represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. 

“Cash Collateralize” means to pledge and deposit with or deliver to the Agent, for the benefit of the Issuer and the Lenders,
as collateral for the Maximum Undrawn Amount for the outstanding Letters of Credit, cash or deposit account balances pursuant to documentation satisfactory to Agent and the Issuer (which documents are hereby consented to by the Lenders). Such cash
collateral shall be maintained in blocked, interest-bearing deposit accounts at the Agent. 
 “CEA” shall mean the
Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute. 
 “CFTC” shall
mean the Commodity Futures Trading Commission. 
 “CERCLA” shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq. 
 “Change in Law” shall mean the
occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by
any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Body; provided that notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or 

  
 6 








 
directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations, guidelines, interpretations or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in
each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented. 

“Change of Control” shall mean: any person or group of persons (within the meaning of Section 13(d) or 14(a) of the
Exchange Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 35% or more of the voting Equity Interests of ATI. 

“Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income,
gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom
duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension
Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Loan Party or any of its Affiliates. 

“Chattel Paper” shall have the meaning given to that term in the Uniform Commercial Code. 

“CIP Regulations” shall have the meaning set forth in Section 14.12 hereof. 

“Closing Date” shall mean September 23, 2015 or such other date as may be agreed to in writing by the parties hereto.

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

“Collateral” shall mean, collectively, (a) the Receivables and Inventory, (b) solely to the extent related to any
of the foregoing items listed in subsection (a) above, Proceeds, Supporting Obligations, Chattel Paper, Documents, Electronic Chattel Paper, General Intangibles, Instruments, Deposit Accounts, Commercial Tort Claims and Letter-of-Credit Rights
of each Loan Party, whether now owned or acquired in the future; and (c) and any cash collateral referred to in the definition of Cash Collateralize or in Section 3.2(b) hereof. 

“Commercial Tort Claims” shall have the meaning given to that term in the Uniform Commercial Code. 

“Commitment Transfer Supplement” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise
in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement. 

  
 7 








 “Commodity Hedge” shall mean a price protection agreement related to commodity
products and entered into by any Loan Party or any Subsidiary of any Loan Party for hedging purposes (and not for speculation). 

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed
by the Chief Financial Officer or Chief Accounting Officer of ATI. 
 “Computation Date” shall have the meaning specified
in Section 2.26 hereof. 
 “Consents” shall mean all filings and all licenses, permits, consents, approvals,
authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Loan Party’s business or necessary (including to avoid a conflict or breach under any agreement,
instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, the Other Documents, including any Consents required under all applicable federal, state or other Applicable Law. 

“Consigned Inventory” shall mean Inventory of any Borrower that is in the possession of another Person on a consignment, sale
or return, or other basis that does not constitute a final sale and acceptance of such Inventory. 
 “Consolidated EBIT”
for any period of determination shall mean the sum of (i) net income (or loss) (excluding extraordinary gains or losses attributable to ATI including, without limitation, those items created by mandated changes in accounting treatment), plus
(ii) net interest expense, (iii) plus all charges against or minus credits to income for federal, state and local taxes, (iv) plus or minus, as applicable, any other non-cash non-recurring items of gain or loss with respect to such
fiscal period not already excluded hereunder, and (v) plus or minus, as applicable, any non-cash pension expense or income, provided, however, that voluntary pension contributions shall not be included in calculating pension expense or income,
in each case of ATI and its Subsidiaries for such period determined and consolidated in accordance with GAAP; provided, however, that Consolidated EBIT shall be calculated so as to exclude the effect of any gain or loss that represents after-tax
gains or losses attributable to any sale, lease, transfer or other disposition of property or other assets or series of related sales, leases, transfers or other dispositions of property or other assets by ATI and/or any of its Subsidiaries other
than any sales, leases, transfers or other dispositions of inventory, or obsolete, worn-out or excess furniture, fixtures, equipment or other property, real or personal, tangible or intangible, in each case in the ordinary course of business.
Notwithstanding the foregoing, Consolidated EBIT shall be calculated to include any income (as determined and consolidated in accordance with GAAP) realized from any transaction of any nature involving the sale, lease, transfer or other disposition
of any interest in the HRPF or the sale of equity of any entity which owns the HRPF so long as ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the entity which owns the HRPF or such
entity holds greater than a fifty percent (50%) interest in the HRPF both before and after giving effect to any such sale, lease, transfer or other disposition of any interest in the HRPF or any such sale of equity of any entity which owns the
HRPF. 

  
 8 








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

“Consolidated Tangible Assets” shall mean total assets minus intangible assets in each case determined and
consolidated for ATI and its Subsidiaries in accordance with GAAP. 
 “Contract Rate” shall mean, as of any date of
determination, the interest rate (any of the Alternate Base Rate, the Daily LIBOR Rate or the LIBOR Rate) applicable to the outstanding Advances plus the Applicable Margin then in effect with respect to each such Advance. 

“Controlled Group” shall mean, at any time, each Loan Party 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 any Loan Party, are treated as a single employer under Section 414 of the Code. 

“Covered Entity” shall mean (a) each Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of
Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to
vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the
direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise. 

“Customer” shall mean and include any Person obligated under any Receivable and/or the prospective purchaser of goods,
services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Loan Party, pursuant to which such Loan Party is to deliver any personal property
or perform any services. 
 “Customs” shall have the meaning set forth in Section 2.13(b) hereof. 

“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Agent by dividing (x) the Published
Rate by (y) a number equal to 1.00 minus the Reserve Percentage. Notwithstanding the foregoing, if the Daily LIBOR Rate as determined above would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this
Agreement. 
 “Daily LIBOR Rate Loan” shall mean, with respect to Swing Loans, any Advance that bears interest based upon
the Daily LIBOR Rate. 
 “Default” shall mean an event, circumstance or condition which, with the giving of notice or
passage of time or both, would constitute an Event of Default. 

  
 9 








 “Default Rate” shall have the meaning set forth in Section 3.1 hereof. 

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required
to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over to Agent,
Issuer, Swing Loan Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrowers or Agent in writing, or has made a public statement
to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a
condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit;
(c) has failed, within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to
meet such obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed at any time to comply with the provisions of
Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to
all of the Lenders. 
 “Deposit Accounts” shall have the meaning given to that term in the Uniform Commercial Code. 

“Depository Accounts” shall have the meaning set forth in Section 4.8(h) hereof. 

“Designated Customer” shall mean, at any time of determination, any Customer identified on Schedule 5.28 (which
Schedule shall be updated from time to time as required herein) with a rating of (a) if such Customer is rated by both Moody’s and Standard & Poor’s, “Baa3” or higher from Moody’s and “BBB-” or higher
from Standard & Poor’s, or (b) if such Customer is not rated by both Moody’s and Standard & Poor’s, such Customer is rated “BBB-” or higher from Fitch and is rated (x) “Baa3” or higher
from Moody’s, or (y) “BBB-” or higher from Standard & Poor’s. 
 “Designated Customers Receivables
Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(i). 
 “Designated Lender” shall have the
meaning set forth in Section 16.2(d) hereof. 
 “Document” or “Documents” shall have the meaning
given to that term in the Uniform Commercial Code. 

  
 10 








 “Dollar” and the sign “$” shall mean lawful money of the United
States of America. 
 “Dollar Equivalent” shall mean, with respect to any amount of any currency, as of any Computation
Date, the Equivalent Amount of such currency expressed in Dollars. 
 “Domestic Rate Loan” shall mean any Advance that
bears interest based upon the Alternate Base Rate. 
 “Domestic Subsidiary” shall mean any Subsidiary organized under the
laws of any state of the United States of America or the District of Columbia. 
 “Drawing Date” shall have the meaning set
forth in Section 2.14(b) hereof. 
 “Effective Date” means the date indicated in a document or agreement to be the
date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement. 

“Electronic Chattel Paper” shall have the meaning given to that term in the Uniform Commercial Code. 

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations
thereunder. 
 “Eligibility Date” shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which
this Agreement or any Other Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document is then in effect with respect to
such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party). 

“Eligible Inventory” shall mean and include with respect to each Borrower, Inventory of each Borrower, including work in
process (unless otherwise deemed ineligible by Agent), which is not, in Agent’s opinion, obsolete, slow moving or unmerchantable and which Agent, in its sole and reasonable discretion, shall not deem ineligible Inventory, based on such
considerations as Agent may from time to time deem appropriate. In addition, Inventory of any Borrower shall not be Eligible Inventory if it: 
  

	 	(a)	is not owned by such Borrower free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure
such Borrower’s performance with respect to that Inventory) except the Liens in favor of the Agent, on behalf of itself and the Lenders, and other Permitted Encumbrances (subject to reserves established by Agent in accordance with the terms of
this Agreement); 

  

	 	(b)	does not conform to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; 


  
 11 









	 	(c)	is Foreign In-Transit Inventory or in-transit within the United States unless such Inventory is in transit from a domestic location owned by a Borrower or a domestic location identified on Schedule 4.4 (as such
Schedule may be updated from time to time) to a domestic location owned by a Borrower or a domestic location identified on Schedule 4.4 (as such Schedule may be updated from time to time); 


 

	 	(d)	is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; 

  

	 	(e)	constitutes Consigned Inventory; 

  

	 	(f)	is the subject of an Intellectual Property Claim; 

  

	 	(g)	is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent
Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its sole discretion after establishing reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its sole discretion);


  

	 	(h)	is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement (or after establishment of reserves against the Formula Amount with
respect thereto as Agent shall deem appropriate in its sole reasonable discretion); or 

  

	 	(i)	is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favor of Agent and Lenders; 


 

	 	(j)	consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; 

  

	 	(k)	is not of a type held for sale in the ordinary course of such Borrower’s business; 

  

	 	(l)	breaches any of the representations or warranties pertaining to Inventory of such Borrower set forth in this Agreement or in any of the Other Documents; 


 

	 	(m)	consists of any gross profit mark-up in connection with the sale and distribution thereof to any division of any Borrower or to any Affiliate of such Borrower; 


 

	 	(n)	consists of either Hazardous Materials or goods, in each case, that can be transported or sold only with licenses that are not readily available; 


 

	 	(o)	is not covered by casualty insurance as required by terms of this Agreement reasonably acceptable to Agent; 


  
 12 









	 	(p)	was produced in violation of the Fair Labor Standards Act and subject to the “hot goods” provision contained in Title 29 U.S.C. §215(a)(1); 


 

	 	(q)	is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a reasonable manner; or 


 

	 	(r)	if the sale of such Inventory would result in an ineligible Receivable. 

 “Eligible
Receivables” shall mean and include with respect to each Borrower, each Receivable of such Borrower arising in the Ordinary Course of Business and which Agent, in its sole credit judgment, shall deem to be an Eligible Receivable, based on
such considerations as Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted
Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no Receivable of a Borrower shall be an Eligible Receivable if: 

(a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;

 (b) it is due or unpaid more than ninety (90) days after the original invoice date or sixty (60) days after the original due
date; 
 (c) fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible Receivables hereunder because
such Receivables from such Customer do not meet clause (b) of this definition; 
 (d) any covenant, representation or warranty
contained in this Agreement with respect to such Receivable has been breached; 
 (e) an Insolvency Event shall have occurred with respect
to such Customer; 
 (f) the sale is to a Customer outside the continental United States of America or a province of Canada that has not
adopted the Personal Property Security Act of Canada, unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its sole discretion; 

(g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase
or return basis or is evidenced by chattel paper; 
 (h) Agent believes, in its sole reasonable judgment, that collection of such
Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay; 
 (i) the
Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of
1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances; 

  
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 (j) the goods giving rise to such Receivable have not been delivered to and accepted by the
Customer or the services giving rise to such Receivable have not been performed by the applicable Borrower and accepted by the Customer or the Receivable otherwise does not represent a final sale; 

(k) the Receivables of the Customer exceed a credit limit determined by Agent, in its sole reasonable discretion, to the extent such
Receivables exceed such limit; 
 (l) the Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but
such Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Borrower or the Receivable is contingent in any respect or for any reason; 

(m) the applicable Borrower has made any agreement with any Customer for any deduction therefrom, to the extent of such agreed deduction,
except for discounts or allowances made in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto; 

(n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed, but only the extent
of the amount returned, rejected, repossessed or disputed; 
 (o) such Receivable is not payable to a Borrower; or 

(p) such Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a
reasonable manner. 
 “EPCRS” shall mean the Employee Plans Compliance Resolution System established by the Internal
Revenue Service under Revenue Procedure 2013-12, modified by Revenue Procedure 2015-27 and as further modified or amended by any successor guidance thereto as from time to time in effect. 

“Environmental Complaint” shall have the meaning set forth in Section 9.3(b) hereof. 

“Environmental Laws” shall mean all federal, state and local environmental, land use, zoning, health, chemical use, safety
and sanitation laws, statutes, ordinances and codes as well as common laws, relating to the protection of the environment, human health and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or
disposal of Hazardous Materials and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state, international and local governmental agencies and authorities with respect thereto. 

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants,
general, limited or limited liability partnership interests, member 

  
 14 








 
interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock,
convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating
to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the applicable laws of such issuer’s jurisdiction of organization relating to the
formation, existence and governance of corporations, limited liability companies or partnerships or business trusts or other legal entities, as the case may be: (i) all economic rights (including all rights to receive dividends and
distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any
Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable issuer; (v) in the case
of any Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the
business and affairs of the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of
members/managers/partners/directors that may at any time have any rights to manage and direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all
rights to amend the Organizational Documents of such issuer, (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or
limited, or “member” (as applicable) under the applicable Organizational Documents and/or Applicable Law; and (ix) all certificates evidencing such Equity Interests. 

“Equivalent Amount” shall mean, at any time, as determined by Agent (which determination shall be conclusive absent manifest
error), with respect to an amount of any currency (the “Reference Currency”) which is to be computed as an equivalent amount of another currency (the “Equivalent Currency”), the amount of such Equivalent Currency converted from
such Reference Currency at Agent’s rate (based on the market rates then prevailing and available to Agent) for such Equivalent Currency for such Reference Currency at a time determined by Agent on the second Business Day immediately preceding
the event for which such calculation is made. 
 “Equivalent Currency” shall have the meaning specified in the definition
of “Equivalent Amount”. 
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same
may be amended or supplemented from time to time and the rules and regulations promulgated thereunder. 
 “Euro” shall
refer to the lawful currency of the Participating Member States. 
 “Eurocurrency Liabilities” shall have the meaning
specified in the definition of “Reserve Percentage”. 

  
 15 








 “Event of Default” shall have the meaning set forth in Article X hereof. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Excluded Hedge Liability or Liabilities” shall mean, with respect to each Borrower and Guarantor, each of its Swap
Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such
Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or
any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is
attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an
Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to
be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor
executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to
each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations
constitute Excluded Hedge Liabilities. 
 “Excluded Taxes” shall mean, with respect to Agent, any Lender, Participant,
Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office or applicable lending office is located or, in the case of any Lender, Participant, Swing
Loan Lender or Issuer, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Loan Party is located, (c) in
the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s
failure or inability (other than as a result of a Change in Law) to comply with Section 3.10(e), except to the extent that such Foreign Lender or Participant (or its assignor or seller of a participation, if any) was entitled, at the time of
designation of a new lending office (or assignment or sale of a participation), to receive additional amounts from Loan Parties with respect to such withholding tax pursuant to Section 3.10(a), or (d) any Taxes imposed on any
“withholding payment” payable to such recipient as a result of the failure of such recipient to satisfy the requirements set forth in the FATCA after December 31, 2012. 

  
 16 








 “Existing Credit Agreement” shall mean the that certain Credit Agreement, dated
July 31, 2007, by and among ATI Funding Corporation and TDY Holdings, LLC, as borrowers, the guarantors party thereto, the lenders party thereto and PNC, in its capacity as the administrative agent for the Lenders (as amended by (i) that
certain First Amendment to Credit Agreement, dated May 29, 2009, (ii) that certain Second Amendment to Credit Agreement, dated December 22, 2010, (iii) that certain Third Amendment to Credit Agreement, dated March 11, 2011,
(iv) that certain Fourth Amendment to Credit Agreement, dated November 9, 2011, (v) that certain Fifth Amendment to Credit Agreement, dated April 4, 2012, (vi) that certain Sixth Amendment to Credit Agreement, dated
May 31, 2013, (vii) that certain Seventh Amendment to Credit Agreement, dated September 26, 2013, and (viii) that certain Eighth Amendment to Credit Agreement, dated October 15, 2014. 

“Existing Letters of Credit” shall mean the letters of credit issued under the Existing Credit Agreement with stated
expiration dates beyond the Closing Date, which letters of credit are set forth on Schedule 1.1 hereof. 
 “Facility
Fee” shall have the meaning set forth in Section 3.3(a) hereof. 
 “FATCA” shall mean Sections 1471 through
1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations thereunder or official interpretations
thereof. 
 “Federal Funds Effective Rate” shall mean for any day the rate per annum (based on a year of 360 days and
actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by
federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as
the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the
Federal Funds Effective Rate for the last day on which such rate was announced. 
 “Federal Funds Open Rate” shall mean for
any day the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the
caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by PNC (an “Alternate
Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute
screen) or any Alternate Source, a comparable replacement rate determined by PNC at such time (which determination shall be conclusive absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate for
such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of interest with respect to any advance to which the Federal Funds Open Rate applies will change
automatically without notice to Borrowers, effective on the date of any such change. 

  
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 “Fitch” shall mean Fitch Ratings Inc., and its successors. 

“Fixed Charge Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) Consolidated EBITDA
minus Capital Expenditures that were not specifically funded by Indebtedness (other than a Revolving Advance) of ATI and its Subsidiaries on a consolidated basis with respect to such period, plus cash tax refunds received by ATI and
its Subsidiaries on a consolidated basis with respect to such period, minus cash taxes due and owing or paid of ATI and its Subsidiaries on a consolidated basis with respect to such period to (b) Fixed Charges. 

“Fixed Charges” shall mean, with respect to any fiscal period, the sum of (a) interest expense of ATI and its
Subsidiaries on a consolidated basis with respect to such period, plus (b) scheduled principal payments on Indebtedness of ATI and its Subsidiaries on a consolidated basis with respect to such period, plus (c) cash dividends
and distributions paid and funds applied of ATI and its Subsidiaries as permitted hereunder, plus (d) the amount by which the total amount of cash contributed by the Loan Parties to pension plans exceeds the amount that was expensed by
ATI and its Subsidiaries on a consolidated basis with respect to such period, plus (e) Restricted Payments of the Loan Parties with respect to such period. 

“Foreign Currency Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases
and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the
purchase of one currency in exchange for the sale of another currency. 
 “Foreign Currency Hedge Liabilities” shall have
the meaning assigned in the definition of Lender Provided Foreign Currency Hedge. 
 “Foreign In-Transit Inventory” shall
mean Inventory of a Borrower that is in transit from a location outside the United States to any location within the United States of such Borrower or a Customer of such Borrower. 

“Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the Loan
Parties are residents for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“Foreign Subsidiary” shall mean any Subsidiary of any Person that is not organized or incorporated in the United States, any
State or territory thereof or the District of Columbia. 
 “Formula Amount” shall have the meaning set forth in
Section 2.1(a) hereof. 
 “GAAP” shall mean generally accepted accounting principles in the United States of America
in effect from time to time. 

  
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 “General Intangibles” shall have the meaning given to that term in the Uniform
Commercial Code. 
 “Governmental Acts” shall mean any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto Governmental Body. 
 “Governmental Body” shall mean any nation or government, any state or
other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any
supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting
Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). 

“Guarantor” shall mean the parties to this Agreement which are designated as a “Guarantor” on the signature page
hereof and each other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “Guarantors” means collectively all such Persons. 

“Guarantor Joinder” shall have mean a joinder by a Person as a Guarantor under this Agreement and the Other Documents in the
form of Exhibit 7.12(b). 
 “Guaranty” shall mean any guaranty of the Obligations executed by a Guarantor in
favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent. 
 “Hazardous
Discharge” shall have the meaning set forth in Section 9.3(b) hereof. 
 “Hazardous Materials” shall mean,
without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous or Toxic
Substances or related materials as defined in or subject to regulation under Environmental Laws. 
 “Hazardous Wastes”
shall mean all waste materials subject to regulation under CERCLA, RCRA or applicable state law, and any other applicable Federal and state laws now in force or hereafter enacted relating to hazardous waste disposal. 

“Hedge Liabilities” shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

 “HRPF” shall mean the advanced specialty metals Hot-Rolling and Processing facility at Allegheny Ludlum, LLC’s
Brackenridge, PA site for production of flat-rolled specialty metal. 
 “HRPF Venture” shall mean a joint venture that may
be formed by ATI for the purpose of operating and maintaining the HRPF. 

  
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 “Increasing Lender” shall have the meaning set forth in Section 2.24(a)
hereof. 
 “Indebtedness” shall mean, as to any Person at any time, without duplication, any and all indebtedness,
obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or
liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, currency swap agreement, interest rate swap, cap, collar or floor agreement or
other interest rate management device, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such
Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the Ordinary Course of Business which are not represented by a promissory note or other evidence of indebtedness and which
are not more than ninety (90) days past due), or (v) any Guaranty of Indebtedness for borrowed money. 
 “Indemnified
Taxes” shall mean Taxes other than Excluded Taxes. 
 “Ineligible Security” shall mean any security 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. 

“Insolvency Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such
Person’s direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the United States Code), or regulatory restrictions, (b) has had a receiver,
conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in
writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law,
or (e) in the good faith determination of Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses (a) or (b), provided
that an Insolvency Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality
thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit
such Person (or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

“Instruments” shall have the meaning given to that term in the Uniform Commercial Code. 

“Intellectual Property” shall have the meaning set forth in Section 5.9. 

  
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 “Intellectual Property Claim” shall mean the assertion, by any means, by any
Person of a claim that any Borrower’s ownership, use, marketing, sale or distribution of any Inventory, equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of
such Person. 
 “Interest Period” shall mean the period provided for any LIBOR Rate Loan pursuant to Section 2.2(b)
hereof. 
 “Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap,
adjustable strike corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or
their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness. 
 “Interest Rate Hedge
Liabilities” shall have the meaning assigned in the definition of Lender Provided Interest Rate Hedge. 

“Inventory” shall mean and include as to each Loan Party all of such Loan Party’s inventory (as defined in Article 9 of
the Uniform Commercial Code) and all of such Loan Party’s goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials,
work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Loan Party’s business or used in selling or furnishing such goods, merchandise and other personal
property, and all Documents. 
 “Inventory Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(ii)
hereof. 
 “Inventory NOLV Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof. 

“Issuer” shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any
other Person (including, without limitation, any Lender so long as such Lender has consented, in its sole discretion, to be an Issuer) which Agent in its discretion shall designate as the issuer of and cause to issue any particular Letter of Credit
under this Agreement in place of Agent as issuer. 
 “Law(s)” shall mean any law(s) (including common law), constitution,
statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement,
consent or otherwise, with any Governmental Body, foreign or domestic. 
 “Leasehold Interests” shall mean all of each Loan
Party’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto. 

“Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and
shall include each Person which becomes a transferee, successor or assign of 

  
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any Lender. For the purpose of provision of this Agreement or any Other Document which provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders as
security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation (specifically including any Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial Service Product
Liabilities) is owed. 
 “Lender Provided Commodity Hedge” shall mean a Commodity Hedge which is provided by any Lender or
its Affiliate and for which such Lender or its Affiliate which is party to the Commodity Hedge confirms to the Agent in writing prior to the execution thereof or within ten (10) Business Days of either (a) the execution thereof or
(b) with respect to any such Commodity Hedge in existence on the Closing Date, within ten (10) Business Days of the Closing Date, that it: (i) is documented in a standard International Swaps and Derivatives Association Master
Agreement or another reasonable and customary manner and (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner (which requirement shall be deemed to be
satisfied if such Commodity Hedge is documented in a standard International Swaps and Derivatives Association Master Agreement). The liabilities owing to the provider of any Lender Provided Commodity Hedge (the “Commodity Hedge
Liabilities”) by any Loan Party that is party to such Lender Provided Commodity Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Loan Party, be guaranteed
obligations under the Guaranty and secured obligations under any Other Document, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person.
The Liens securing the Commodity Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof. 

“Lender Provided Foreign Currency Hedge” shall mean a Foreign Currency Hedge which is provided by any Lender or its Affiliate
and for which such Lender or its Affiliate which is party to the Foreign Currency Hedge confirms to the Agent in writing prior to the execution thereof or within ten (10) Business Days of either (a) the execution thereof or (b) with
respect to any such Foreign Currency Hedge in existence on the Closing Date, within ten (10) Business Days of the Closing Date, that it: (i) is documented in a standard International Swaps and Derivatives Association Master Agreement or
another reasonable and customary manner, (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner (which requirement shall be deemed to be satisfied if such
Foreign Currency Hedge is documented in a standard International Swaps and Derivatives Association Master Agreement), and (iii) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender
Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by any Loan Party that is party to such Lender Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be
“Obligations” of such Person and of each other Loan Party, be guaranteed obligations under the Guaranty and secured obligations under any Other Document, as applicable, and otherwise treated as Obligations for purposes of the Other
Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the
Other Documents, subject to the express provisions of Section 11.5 hereof. 

  
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 “Lender Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is
provided by any Lender or its Affiliate and for which such Lender or its Affiliate which is party to the Foreign Currency Hedge confirms to the Agent in writing prior to the execution thereof or within ten (10) Business Days of either
(a) the execution thereof or (b) with respect to any such Interest Rate Hedge in existence on the Closing Date, within ten (10) Business Days of the Closing Date, that it: (i) is documented in a standard International Swaps and
Derivatives Association Master Agreement or another reasonable and customary manner, (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner (which
requirement shall be deemed to be satisfied if such Interest Rate Hedge is documented in a standard International Swaps and Derivatives Association Master Agreement), and (iii) is entered into for hedging (rather than speculative) purposes. The
liabilities owing to the provider of any Lender Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Loan Party that is party to such Lender Provided Interest Rate Hedge shall, for purposes of this Agreement and all
Other Documents be “Obligations” of such Person and of each other Loan Party, be guaranteed obligations under any Guaranty and secured obligations under any Other Document, as applicable, and otherwise treated as Obligations for purposes
of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and
the Other Documents, subject to the express provisions of Section 11.5 hereof. 
 “Letter-of-Credit Rights” shall have
the meaning given to that term in the Uniform Commercial Code. 
 “Letter of Credit Application” shall have the meaning set
forth in Section 2.12(a) hereof. 
 “Letter of Credit Borrowing” shall have the meaning set forth in
Section 2.14(d) hereof. 
 “Letter of Credit Fees” shall have the meaning set forth in Section 3.2(a) hereof.

 “Letter of Credit Sublimit” shall mean the Dollar Equivalent of Two Hundred Million and 00/100 Dollars
($200,000,000.00). 
 “Letters of Credit” shall have the meaning set forth in Section 2.11(a) hereof. 

“LIBOR Alternate Source” shall have the meaning set forth in the definition of LIBOR Rate. 

“LIBOR Rate” shall mean for any LIBOR Rate Loan for the then current Interest Period relating thereto, the interest rate per
annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that
displays rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by Agent as an authorized 

  
 23 








 
information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (a “LIBOR Alternate Source”), at
approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such LIBOR Rate Loan and having a borrowing date
and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined by Agent at
such time (which determination shall be conclusive absent manifest error)), by (b) a number equal to 1.00 minus the Reserve Percentage; provided, however, that if the LIBOR Rate determined as provided above would be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement. 
 The LIBOR Rate shall be adjusted with respect to any
LIBOR Rate Loan that is outstanding on the effective date of any change in the Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate as determined or adjusted in accordance
herewith, which determination shall be conclusive absent manifest error. 
 “LIBOR Rate Loan” shall mean any Advance that
bears interest based on the LIBOR Rate. 
 “License Agreement” shall mean any agreement between any Borrower and a Licensor
pursuant to which such Borrower is authorized to use any Intellectual Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of such Borrower or otherwise in connection with such Borrower’s
business operations. 
 “Licensor” shall mean any Person from whom any Borrower obtains the right to use (whether on an
exclusive or non-exclusive basis) any Intellectual Property in connection with such Borrower’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with such Borrower’s business operations. 

“Licensor/Agent Agreement” shall mean an agreement between Agent and a Licensor, in form and substance satisfactory to Agent,
by which Agent is given the unqualified right, vis-á-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto,
irrespective of such Borrower’s default under any License Agreement with such Licensor. 
 “Lien” shall mean any
mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in
respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any
financing statement under the Uniform Commercial Code or comparable law of any jurisdiction. 

  
 24 








 “Lien Waiver Agreement” shall mean an agreement which is executed in favor of
Agent by a Person who owns or occupies premises at which any Collateral may be located from time to time in form and substance satisfactory to Agent. 

“Liquidity” shall mean, on the date of determination, the sum of (i) the Borrowers’ unrestricted domestic cash
plus (ii) the Net Unrestricted Foreign Cash in an amount not to exceed the Dollar Equivalent of Seventy-Five Million and 00/100 Dollars ($75,000,000.00), plus (iii) the Undrawn Availability. 

“Loan Parties” shall collectively mean the Borrowers and the Guarantors and “Loan Party” shall mean any
Borrower or any Guarantor. 
 “Material Adverse Change” shall mean any set of circumstances or events which (a) has or
could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any Other Document, (b) is or could reasonably be expected to be material and adverse to the business,
properties, assets, financial condition or results of operations of the Loan Parties taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Loan Parties to duly and punctually pay or
perform their Indebtedness, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Agent or any of the Lenders, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or
any Other Document. 
 “Material Contract” shall mean any contract, agreement, instrument, permit, lease or license,
written or oral, of any Loan Party, which is material to any Loan Party’s business taken as a whole and which the failure to comply with could reasonably be expected to result in a Material Adverse Change. 

“Maximum Revolving Advance Amount” shall mean Four Hundred Million and 00/100 Dollars ($400,000,000.00) plus any increases in
accordance with Section 2.24, minus any permanent reductions in accordance with Section 2.2(f). 
 “Maximum Swing Loan
Advance Amount” shall mean the greater of (i) Fifty Million and 00/100 Dollars ($50,000,000.00) or (ii) ten percent (10%) of the Maximum Revolving Advance Amount. 

“Maximum Undrawn Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the Dollar Equivalent
amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective. 

“Modified Commitment Transfer Supplement” shall have the meaning set forth in Section 16.3(d) hereof. 

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

  
 25 








 “Multiemployer Plan” shall mean a “multiemployer plan” as defined in
Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Loan Party or any member of the Controlled Group. 

“Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Loan Party or any
member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 

“Net Unrestricted Foreign Cash” shall mean the foreign unencumbered cash and cash equivalents of the Borrowers net of
applicable taxes calculated at the most current tax rates in effect upon the date of determination as approved by the Agent in its sole discretion. As of the date hereof, the tax rate applicable to the Net Unrestricted Foreign Cash is estimated to
be fifteen percent (15.00%). 
 “New Lender” shall have the meaning set forth in Section 2.24(a) hereof. 

“Non-Defaulting Lender” shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at
such time. 
 “Non-Designated Customers Receivables Advance Rate” shall have the meaning set forth in
Section 2.1(a)(i). 
 “Non-Qualifying Party” shall mean any Borrower or any Guarantor that on the Eligibility Date
fails for any reason to qualify as an Eligible Contract Participant. 
 “Note” shall mean collectively, the Revolving
Credit Notes and the Swing Loan Note. 
 “Obligations” shall mean any obligation or liability of any of the Loan Parties,
howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with (i) this Agreement, the Notes, the Letters of Credit or any other Loan
Document whether to the Agent, any of the Lenders or their Affiliates or other persons provided for under such Loan Documents, (ii) any Lender Provided Interest Rate Hedge, (iii) any Lender Provided Foreign Currency Hedge, (iv) any
Lender Provided Commodity Hedge, and (v) any Other Lender Provided Financial Service Product. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities. 

“Optional Currency” shall mean any of the following currencies (i) Euro, (ii) Swiss francs, (iii) Japanese
yen, (iv) British pounds sterling, (v) Canadian dollars and (vi) any other currency approved by the Agent and all of the Lenders pursuant to Section 2.26 hereof. 

“Ordinary Course of Business” shall mean, with respect to any Loan Party, the ordinary course of such Loan Party’s
business as conducted on the Closing Date. 
 “Organizational Documents” shall mean, with respect to any Person, any
charter, articles or certificate of incorporation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement
of such Person and any and all other applicable documents 

  
 26 








 
relating to such Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically
includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity. 
 “Original
Currency” shall have the meaning specified in Section 2.27 hereof. 
 “Other Currency” shall have the meaning
specified in Section 2.27 hereof. 
 “Other Documents” shall mean the Notes, any Guaranty, any Lender Provided
Interest Rate Hedge, any Lender Provided Foreign Currency Hedge, any Lender Provided Commodity Hedge, any Other Lender Provided Financial Service Product, Letters of Credit, any Blocked Account Control Agreement and any and all other agreements,
instruments and documents, including intercreditor or subordination agreements, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter
executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications,
substitutions and replacements thereto and thereof. 
 “Other Lender Provided Financial Service Product” shall mean
agreements or other arrangements under which any Lender or Affiliate of a Lender provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services, (c) debit cards,
(d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, (g) draft discount program or (h) supply chain finance services including, without limitation, trade
payable services and supplier accounts receivable purchases. The indebtedness, obligations and liabilities of any Loan Party to the provider of any Other Lender Provided Financial Service Product (including all obligations and liabilities owing to
such provider in respect of any returned items deposited with such provider) (the “Other Lender Provided Financial Service Product Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty and
secured hereunder, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Other Lender Provided Financial Service Products shall be pari passu with the Liens securing all other
Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5. 
 “Other Lender
Provided Financial Service Product Liabilities” shall have the meaning provided in the definition of “Other Lender Provided Financial Service Product.” 

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

“Out-of-Formula Loans” shall have the meaning set forth in Section 16.2(e) hereof. 

  
 27 








 “Overnight Rate” shall mean for any day with respect to any payment in an
Optional Currency, the rate of interest per annum as determined by the Agent at which overnight deposits in such currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such
day in the relevant interbank market. 
 “Parent” of any Person shall mean a corporation or other entity owning, directly
or indirectly, 50% or more of the Equity Interests issued by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar functions for any such Person. 

“Participant” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and
who shall have entered into a participation agreement in form and substance satisfactory to such Lender. 
 “Participation
Advance” shall have the meaning set forth in Section 2.14(d) hereof. 
 “Participating Member State” shall
mean any member State of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union. 

“Participation Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a
participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii) hereof) in the Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the
Letters of Credit issued hereunder as provided for in Section 2.14(a) hereof. 
 “Payment Office” shall mean initially
Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office. 

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any
successor. 
 “Pension Benefit Plan” shall mean at any time any “employee pension benefit plan” as defined in
Section 3(2) of ERISA (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 Sections 412, 430 or 436 of the Code and either (i) is
maintained or to which contributions are required by any Loan Party or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions have been required by a Loan Party or
any entity which was at such time a member of the Controlled Group. 
 “Permitted Acquisitions” shall mean acquisitions of
the assets or Equity Interests of another Person (the “Target”) so long as the following requirements are met: 
  

	 	(a)	 if a Loan Party is acquiring the Equity Interests in the Target, such Target shall (unless not required by Section 7.12 hereof) within thirty
(30) Business Days after the date of such Permitted Acquisition (or as such time may be extended by the 



  
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Agent in its sole discretion), (1) execute a Borrower Joinder or a Guarantor Joinder, as required by the Agent, and such other documents reasonably required by the Agent to join this
Agreement and the Other Documents, as a Borrower or a Guarantor, as applicable, pursuant to Section 7.12 hereof, and (2) grant first-priority, perfected Liens in its assets to the Agent for the benefit of the Lenders covering the same type
of assets as the Collateral, subject to documentation satisfactory to Agent; 

  

	 	(b)	the business acquired or the business conducted by the Target, as applicable, shall be similar to or substantially the same as one or more line or lines of business conducted by the Loan Parties as set forth in
Section 5.21 hereof and shall comply with Section 7.9 hereof; 

  

	 	(c)	the Target or property is used or useful in the Loan Parties’ Ordinary Course of Business; 

  

	 	(d)	the board of directors (or other comparable governing body) of the Target shall have duly approved the transaction; and 

  

	 	(e)	the Borrowers shall have delivered to Agent a Borrowing Base Certificate demonstrating that, upon giving effect to such acquisition on a pro forma basis, the Loan Parties are in compliance with the Restricted Actions
Requirements; provided that for the purposes of calculating Undrawn Availability in connection with a Permitted Acquisition, any assets being acquired in the proposed acquisition shall only be included in the Formula Amount if (1) such assets
satisfy the applicable eligibility criteria, (2) with respect to such assets valued in excess of Ten Million and 00/100 Dollars ($10,000,000.00), the Agent shall have received an audit or appraisal of such assets, and (3) the Target shall
have joined this Agreement as a Borrower pursuant to Section 7.12 hereof and shall have granted a first-priority, perfected Liens in its assets to the Agent for the benefit of the Lenders covering the same type of assets as the Collateral,
subject to documentation satisfactory to Agent. 

 “Permitted Assignee” shall mean any Transferee. 

“Permitted Discretion” shall mean a determination made in good faith and in the exercise (from the perspective of a secured
asset-based lender) of commercially reasonable business judgment. 
 “Permitted Encumbrances” shall mean:

 

	 	(a)	Liens in favor of Agent for the benefit of Agent and Lenders and Liens securing any Lender Provided Commodity Hedge, Lender Provided Foreign Currency Hedge, Lender Provided Interest Rate Hedge, or Other Lender Provided
Financial Service Product; 


  
 29 









	 	(b)	Liens for taxes, assessments or other governmental charges not delinquent or being Properly Contested; 

  

	 	(c)	deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under general liability, product liability or unemployment insurance; 


 

	 	(d)	deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety, performance, indemnity, appeal and similar bonds and other obligations of
like nature arising in the Ordinary Course of Business; 

  

	 	(e)	Liens arising by virtue of the rendition, entry or issuance against any Loan Party or any Subsidiary of a Loan Party, or any property of any Loan Party or any Subsidiary of a Loan Party, of any judgment, writ, order, or
decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6
hereof; 

  

	 	(f)	carriers’, repairmens’, mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being
Properly Contested; 

  

	 	(g)	Liens placed upon fixed assets hereafter acquired to secure a portion of the purchase price thereof, provided that any such lien shall not encumber any other property of any Loan Party; 


 

	 	(h)	easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other charges or encumbrances, in each case, which do not interfere in any material respect with the Ordinary Course of
Business of the Loan Parties and their Subsidiaries; 

  

	 	(i)	Liens disclosed on Schedule 1.2; provided that such Liens shall secure only those obligations which they secure on the Closing Date (and extensions, renewals and refinancing of such obligations
permitted by Section 7.8 hereof) and shall not subsequently apply to any other property or assets of any Loan Party other than the property and assets to which they apply as of the Closing Date; 


 

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


 

	 	(k)	Liens consisting of landlord liens and similar liens under state or local law on assets of Loan Parties located at locations where Loan Parties do not have in place landlord waivers or similar waivers as permitted under
Section 4.4(b) hereof. 


  
 30 









	 	(l)	Liens consisting of pledges of government securities or cash collateral in an aggregate amount not to exceed One Hundred Million and 00/100 Dollars ($100,000,000.00) to secure obligations under Interest Rate Hedges and
Foreign Currency Hedges entered into in the Ordinary Course of Business; 

  

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

  

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


“Permitted Indebtedness” shall mean: 
  

	 	(a)	the Obligations; 

  

	 	(b)	Indebtedness (other than Obligations) incurred for Capital Expenditures and Capital Leases in an aggregate amount of One Hundred Million and 00/100 Dollars ($100,000,000.00) at any one time outstanding;


  

	 	(c)	any guarantees of Indebtedness permitted under Section 7.3 hereof; 

  

	 	(d)	any Indebtedness listed on Schedule 5.8(b)(ii) hereof (including, without limitation, the Senior Unsecured Notes) including any extensions, renewals or refinancings thereof), provided that the principal amount of
such Indebtedness shall not be increased without the prior written consent of the Required Lenders; 

  

	 	(e)	Indebtedness incurred in connection with Permitted Acquisitions to the extent it is subordinated to the Obligations on terms and conditions satisfactory to Agent in its sole discretion; 


 

	 	(f)	Indebtedness of the type described in clauses (b) and (c) of the definition of “Permitted Loans” to the extent permitted hereunder; 


 

	 	(g)	Interest Rate Hedges and Foreign Currency Hedges that are entered into by Borrowers to hedge their risks with respect to outstanding Indebtedness of Borrowers and not for speculative or investment purposes;


  

	 	(h)	unsecured unfunded obligations under Pension Plans, or any Plan to the extent such amounts are permitted to remain unfunded under applicable law; 


  
 31 









	 	(i)	Indebtedness with respect to customer advances or prepayments made in the Ordinary Course of Business as determined in accordance with GAAP; and 


 

	 	(j)	Other unsecured Indebtedness not in excess of Three Hundred Million and 00/100 Dollars ($300,000,000.00) at any time. 


“Permitted Investments” shall mean investments in: 
  

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


 

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

  

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

  

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


 

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


 

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


  

	 	(2)	Federal agencies such as instrumentalities of the Department of Housing and Urban Development (Federal Housing Administration, Government National Mortgage Association), Export-Import Bank, Farmers Home Administration
and Tennessee Valley Authority; 

  

	 	(f)	obligations of states, counties, and municipalities of the United States: 

  

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

  

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


  
 32 









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

  

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

  

	 	(k)	investments by any Loan Party in any Loan Party; and 

  

	 	(l)	subject to compliance with the Restricted Action Requirements, other investments from time to time; 


provided that the investments described in clauses (a), (d), (e), (f), (g), (h), (i) and (j) above are restricted to
obligations rated no lower than investment grade by Moody’s or Standard & Poor’s. 
 “Permitted Loans”
shall mean: 
  

	 	(a)	the extension of trade credit by a Loan Party to its Customer(s), in the Ordinary Course of Business in connection with a sale of Inventory or rendition of services, in each case on open account terms;


  

	 	(b)	intercompany loans between and among Loan Parties which is subject to an intercompany subordination agreement in form and substance reasonably satisfactory to the Agent and the Lenders; and 


 

	 	(c)	subject to the Restricted Action Requirements, loans and advances in or to corporations, general or limited partnerships, limited liability companies, joint ventures and similar Persons (excluding natural Persons).


 “Person” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint
stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, state, county, city,
municipal or otherwise, including any instrumentality, division, agency, body or department thereof). 
 “Plan” shall mean
any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan and a Multiemployer Plan, as defined herein) maintained by any Loan Party or any member of the Controlled Group or to which any Loan Party
or any member of the Controlled Group is required to contribute; provided, however, the term “Plan” shall not include a Multiemployer Plan for purposes of Subsections 5.8(d)(v), (viii), (x) and (xiv). 

“PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and
assigns. 

  
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 “Prime Rate” shall mean the base commercial lending rate of PNC as publicly
announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to
its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC. 

“Proceeds” shall have the meaning given to that term in the Uniform Commercial Code. 

“Projections” shall have the meaning set forth in Section 5.5(b) hereof. 

“Properly Contested” shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not
paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or Taxes, as applicable, are being properly contested in
good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness or Taxes will
not result in a Material Adverse Change or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness or taxes unless such Lien (x) does
not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property Taxes that have priority as a matter of applicable state law) and,
(z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance
against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review. 

“Protective Advances” shall have the meaning set forth in Section 16.2(f) hereof. 

“Published Rate” shall mean 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 LIBOR Rate for a one month period as published in
another publication determined by the Agent). 
 “Purchasing CLO” shall have the meaning set forth in Section 16.3(d)
hereof. 
 “Purchasing Lender” shall have the meaning set forth in Section 16.3(c) hereof. 

“Qualified ECP Loan Party” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation,
partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding Ten Million and 00/100 Dollars
($10,000,000.00) or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing
a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA. 

  
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 “Quarter-End Borrowing Base Certificate” shall have the meaning set forth in the
definition of “Applicable Margin”. 
 “RCRA” shall mean the Resource Conservation and Recovery Act, 42
U.S.C. §§ 6901 et seq., as same may be amended from time to time. 
 “Real Property” shall mean all of the owned
and leased premises identified on Schedule 4.4 hereto or in and to any other premises or real property that are hereafter owned or leased by any Loan Party. 

“Receivables” shall mean and include, as to each Loan Party, all of such Loan Party’s accounts (as defined in Article 9
of the Uniform Commercial Code) and all of such Loan Party’s contract rights, instruments (including those evidencing indebtedness owed to such Loan Party by its Affiliates), documents, chattel paper (including electronic chattel paper),
general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Loan Party arising out of or in connection with
the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to
Agent hereunder. 
 “Reference Currency” shall have the meaning specified in the definition of “Equivalent
Amount.” 
 “Register” shall have the meaning set forth in Section 16.3(e) hereof. 

“Reimbursement Obligation” shall have the meaning set forth in Section 2.14(b) hereof. 

“Releases” shall have the meaning set forth in Section 5.7(c)(i) hereof. 

“Reportable Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment,
criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is
reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law. 
 “Reportable
ERISA Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder. 

“Required Lenders” shall mean two or more Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan
Lender) or any Defaulting Lender) holding greater than fifty percent (50%) of either (a) the aggregate of the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) or (b) after the termination of the Revolving
Commitments, the sum of (y) the outstanding Revolving Advances and Swing Loans, plus (z) the participations in the Maximum Undrawn Amount of all outstanding Letters of Credit. 

  
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 “Reserve Percentage” shall mean as of any day the maximum effective percentage
in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to
eurocurrency funding (currently referred to as “Eurocurrency Liabilities”). 
 “Restricted Action” shall mean the
transactions specified in Sections 7.1, 7.4, 7.5, 7.7, 7.10 and 7.12 hereof which are subject to the Restricted Action Requirements. 

“Restricted Action Requirements” shall mean the following: 

(a) If the Undrawn Availability on the date of the applicable Restricted Action, after giving effect to such Restricted Action, is equal to or
greater than the greater of One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00) and thirty percent (30%) of the Maximum Revolving Advance Amount, the Loan Parties shall be permitted to take such Restricted Action so long as no Event
of Default or Default has occurred and is continuing or would result from such Restricted Action; or 
 (b) If the Undrawn Availability on
the date of the applicable Restricted Action, after giving effect to such Restricted Action, is less than the greater of One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00) and thirty percent (30%) of the Maximum Revolving Advance
Amount but greater than the greater of Sixty Million and 00/100 Dollars ($60,000,000.00) and fifteen percent (15%) of the Maximum Revolving Advance Amount, the Loan Parties shall be permitted to take such Restricted Action if (1) no Event
of Default or Default has occurred and is continuing or would result from such Restricted Action; (2) the Loan Parties demonstrate, in form and substance reasonably acceptable to the Agent, that prior to and after giving effect to such
Restricted Action, the Undrawn Availability, as measured both at the time of such Restricted Action and as an average for the sixty (60) consecutive day period immediately preceding such Restricted Action, is not less than the greater of Sixty
Million and 00/100 Dollars ($60,000,000.00) and fifteen percent (15%) of the Maximum Revolving Advance Amount; and (3) the Loan Parties demonstrate, in form and substance reasonably acceptable to the Agent, that prior to and after giving
effect to such Restricted Action, the Fixed Charge Coverage Ratio is at least 1.00 to 1.00. 
 “Restricted Payments” shall
mean Restricted Actions consisting of (a) investments (other than Permitted Investments in Loan Parties) (whether in cash or in kind) made by any Loan Party in corporations, general or limited partnerships, limited liability companies, joint
ventures and similar Persons, (b) loans and advances made by any Loan Party in the ordinary course of such Loan Party’s business (excluding Permitted Loans between and among Loan Parties) that have not been repaid within ninety
(90) days of the date made, and (c) repayments, prepayments, repurchases, redemptions, retirements or acquisitions made by any Loan Party of any Indebtedness other than any Indebtedness owed to the Lenders and/or any Indebtedness of any
Loan Party owed to another Loan Party, including principal repayments on the Senior Unsecured Notes. 

  
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 “Revolving Advances” shall mean Advances other than Letters of Credit and the
Swing Loans. 
 “Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make
Revolving Advances and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender. 

“Revolving Commitment Amount” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment amount
(if any) set forth below such Lender’s name on the signature page hereto (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment
amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment amount provided for in the joinder signed by such New Lender under
Section 2.24(a)(x), in each case as the same may be adjusted upon any increase by such Lender pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof. 

“Revolving Commitment Percentage” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment
Percentage (if any) set forth below such Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Revolving
Commitment Percentage (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment Percentage provided for in the joinder signed by such New
Lender under Section 2.24(a)(ix), in each case as the same may be adjusted upon any increase in the Maximum Revolving Advance Amount pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c)
or (d) hereof. 
 “Revolving Credit Notes” shall mean collectively, the promissory notes referred to in
Section 2.1(a) hereof. 
 “Revolving Interest Rate” shall mean (a) with respect to Revolving Advances and
Swing Loans that are Domestic Rate Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to LIBOR Rate Loans and, if applicable, Daily LIBOR Rate Loans,
the sum of the Applicable Margin plus the LIBOR Rate or the Daily LIBOR Rate, as applicable. 
 “Sanctioned Country”
shall mean a country, region or territory subject to a sanctions program maintained under any Anti-Terrorism Law, including, without limitation, currently, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria and any other country,
region or territory whose government is the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the
European Union, Her Majesty’s Treasury or the Hong Kong Monetary Authority. 

  
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 “Sanctioned Person” shall mean any individual person, group, regime, entity or
thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or
rejection of transactions), under any Anti-Terrorism Law. 
 “SEC” shall mean the Securities and Exchange Commission or any
successor thereto. 
 “Secured Party” shall mean individually, and “Secured Parties” shall mean
collectively, as the context may require, the Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates thereof, or any provider of any Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge, Lender Provided
Commodity Hedge, and Other Lender Provided Financial Service Product, and each other holder of any of the Obligations, and the respective successors and assigns of each of them. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“Senior Unsecured Notes” shall mean, collectively, (a) the 9.375% Notes due 2019, (b) the 5.950% Notes due 2021,
(c) the 5.875% Notes due 2023, and (d) the 6.950% Notes due 2025. 
 “Settlement” shall have the meaning set
forth in Section 2.6(d) hereof. 
 “Settlement Date” shall have the meaning set forth in Section 2.6(d) hereof.

 “Standard & Poor’s” shall mean Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors. 
 “Statements” shall have the meaning set forth in Section 5.5(a)
hereof. 
 “Subsidiary” of any Person at any time shall mean any corporation, trust, partnership, any limited liability
company or other business entity (i) of which more than fifty percent (50%) of the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors or trustees (regardless of any
contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, or (ii) which is controlled by such Person or one or more of such
Person’s Subsidiaries. 
 “Supermajority Lenders” shall mean two or more Lenders (not including Swing Loan Lender (in
its capacity as such Swing Loan Lender) or any Defaulting Lender) holding greater than sixty-six and two-thirds percent (66  2⁄3%) of either (a) the
aggregate of the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) or (b) after the termination of the Revolving Commitments, the sum of (y) the outstanding Revolving Advances and Swing Loans, plus (z) the
participations in the Maximum Undrawn Amount of all outstanding Letters of Credit. 
 “Supporting Obligations” shall have
the meaning given to that term in the Uniform Commercial Code. 

  
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 “Swap” shall mean any “swap” as defined in Section 1a(47) of the
CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC
Regulation 32.3(a). 
 “Swap Obligation” means any obligation to pay or perform under any agreement, contract or
transaction that constitutes a Swap which is also a Lender Provided Interest Rate Hedge, or a Lender Provided Foreign Currency Hedge. 

“Swing Loan Lender” shall mean PNC, in its capacity as lender of the Swing Loans. 

“Swing Loan Note” shall mean the promissory note described in Section 2.4(a) hereof. 

“Swing Loans” shall mean the Advances made pursuant to Section 2.4 hereof. 

“Target” shall have the meaning set forth in the definition of “Permitted Acquisition”. 

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

“Term” shall have the meaning set forth in Section 13.1 hereof. 

“Termination Event” shall mean: (a) a Reportable ERISA Event with respect to any Plan; (b) the withdrawal of any
Loan Party or any member of the Controlled Group from a Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate a
Plan; (e) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (b) that may result in termination of a
Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Loan Party or any member of the Controlled Group from a Multiemployer Plan;
(g) notice that a Multiemployer Plan is subject to Section 4245 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not diligent, upon any Loan Party or any member of the
Controlled Group. 
 “Toxic Substance” shall mean and include any material present on the Real Property (including the
Leasehold Interests) which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., applicable state law, or any other
applicable Federal or state laws now in force or hereafter enacted relating to toxic substances. “Toxic Substance” includes but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints. 

“Transferee” shall have the meaning set forth in Section 16.3(d) hereof. 

  
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 “Trigger Event” shall mean the earliest to occur of the following: (i) the
occurrence of an Event of Default, or (ii) the date upon which the Undrawn Availability is less than an amount equal to the greater of (y) 10% of the Maximum Revolving Advance Amount, or (z) Forty Million and 00/100 Dollars
($40,000,000.00). 
 “Trigger Satisfaction Event” shall mean, subsequent to the occurrence of a Trigger Event, the
occurrence of both of the following: (i) no Event of Default then exists or is continuing, and (ii) the Undrawn Availability is greater than or equal to the greater of (y) 10% of the Maximum Revolving Advance Amount or (z) Forty
Million and 00/100 Dollars ($40,000,000.00), in either case for a period of thirty (30) consecutive days. 
 “Undrawn
Availability” on any date of determination shall mean an amount equal to the lesser of (i) the Formula Amount, and (ii) the difference of (a) the Maximum Revolving Advance Amount minus (b) the sum of (y) the
Maximum Undrawn Amount of all outstanding Letters of Credit, plus (z) the outstanding amount of Advances. 
 “Uniform
Commercial Code” shall have the meaning set forth in Section 1.3 hereof. 
 “USA PATRIOT Act” shall mean the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended,
amended or replaced. 
 “VFCP” shall mean the Voluntary Fiduciary Correction Program described in Federal Register Volume
71, No. 75, Pages 20261 et seq., as modified or amended by any successor guidance thereto as from time to time in effect. 

“Weekly Borrowing Base Trigger Event” shall mean the earliest to occur of (i) the occurrence of an Event of Default or
Default or (ii) the date upon which the Undrawn Availability is less than an amount equal to the greater of (y) 15% of the Maximum Revolving Advance Amount or (z) Sixty Million and 00/100 Dollars ($60,000,000.00). 

“Weekly Borrowing Base Trigger Satisfaction Event” shall mean, subsequent to the occurrence of a Weekly Borrowing Base
Trigger Event, the date upon which: (i) no Event of Default or Default then exists or is continuing, and (ii) the Undrawn Availability is greater than or equal to the greater of (y) 15% of the Maximum Revolving Advance Amount or
(z) Sixty Million and 00/100 Dollars ($60,000,000.00), in either case for a period of thirty (30) consecutive days. 
 1.3.
Uniform Commercial Code Terms. All terms used herein and defined in the Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania from time to time (the “Uniform Commercial Code”) shall have the meaning given therein
unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”,
“deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment
property”, “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note” “securities”, “software” and “supporting obligations” as and when used in the
description of Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of 

  
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any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such
amendment, modification or revision. 
 1.4. Certain Matters of Construction. The terms “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer
to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All
references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including
references to any of the Other Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof. Except as otherwise expressly
provided for herein, all references herein to the time of day shall mean the time in Pittsburgh, Pennsylvania. Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including,
without limitation” or “include, without limitation”. A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which
such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be
“continuing” until such Event of Default has been waived in writing by Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent
pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by Agent, shall,
unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the best of the Loan Parties’ knowledge” or words of
similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of any Loan Party or (ii) the
knowledge that a senior officer would have obtained if he/she had engaged in a good faith and diligent performance of his/her duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such
Loan Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all
representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar
subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. All certificates, certifications and other documents required to be executed under this Agreement or related to
this Agreement by Authorized 

  
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Officers or other officers or employees of any Loan Party shall be deemed for all purposes to be executed and delivered by such persons solely in their respective capacities as such Authorized
Officer, officer or employee and not in their personal capacities. 
  

	II.	ADVANCES, PAYMENTS. 

 2.1. Revolving Advances. 

(a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement specifically including
Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum
Revolving Advance Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: 

(i) (A) the sum of, (1) with respect to Designated Customers, up to ninety percent (90%) (the “Designated Customers
Receivables Advance Rate”) of Eligible Receivables, plus (2) with respect to all other Customers (other than Designated Customers), up to eighty-five percent (85%) (the “Non-Designated Customers Receivables Advance
Rate”) of Eligible Receivables, plus 
 (ii) the least of (A) up to seventy-five percent (75%) of the Eligible
Inventory valued at the lower of cost or market value determined on a first-in-first-out basis, (the “Inventory Advance Rate”), and (B) up to eighty-five percent (85%) of the appraised net orderly liquidation value of Eligible
Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (the “Inventory NOLV Advance Rate”, together with the Inventory Advance Rate, the Designated Customers Receivables
Advance Rate and the Non-Designated Customers Receivables Advance Rate, collectively, the “Advance Rates”), minus 
 (iii)
the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus 
 (iv) such reserves as Agent may deem proper and
necessary from time to time in its Permitted Discretion. 
 The amount equal to the difference between (x) the sum of
Section 2.1(a)(y)(i) and Section 2.1(a)(y)(ii) minus (y) the sum of Section 2.1(a)(y)(iii) and Section 2.1(a)(y)(iv) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving
Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Notes”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the
foregoing or otherwise in this Agreement, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance
Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. 

  
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 (b) Discretionary Rights. The Advance Rates may be decreased by Agent at any time and
from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such decreases and acknowledges that decreasing the Advance Rates or increasing or imposing reserves may limit or restrict Advances requested by Borrowing
Agent. Except during the occurrence and continuance of an Event of Default or Default, Agent shall give Borrowing Agent fifteen (15) Business Days’ prior written notice of its intention to decrease the Advance Rates. 

2.2. Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances. 

(a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. on a Business Day of a Borrower’s request to incur, on
that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this
Agreement, become due, same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request
shall be irrevocable. 
 (b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a
LIBOR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice in the form of Exhibit 2.2(b) by no later than 1:00 p.m. on the day which is three (3) Business Days prior to the date such LIBOR Rate
Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of Five Million
and 00/100 Dollars ($5,000,000.00) and not less than One Million and 00/100 Dollars ($1,000,000.00) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for LIBOR Rate Loans shall be for one, two or three
or six months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall
end on the next preceding Business Day. No LIBOR Rate Loan shall be made available to any Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested LIBOR Rate Loan, including those which are converted
from a Domestic Rate Loan under Section 2.2(e), there shall not be outstanding more than six (6) LIBOR Rate Loans in the aggregate (provided that if there are outstanding Domestic Rate Loans hereunder, there shall not be outstanding more
than five (5) LIBOR Rate Loans in the aggregate). 
 (c) Each Interest Period of a LIBOR Rate Loan shall commence on the date such
LIBOR Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank
market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. 
 (d) Borrowing Agent shall elect the
initial Interest Period applicable to a LIBOR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its 

  
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notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written
notice to Agent of such duration not later than 1:00 p.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBOR Rate Loan. If Agent does not receive timely notice of the
Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such LIBOR Rate Loan to a Domestic Rate Loan subject to Section 2.2(e) below. 

(e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the
then current Interest Period applicable to any outstanding LIBOR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any
conversion of a LIBOR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice in the
form of Exhibit 2.2(b) by no later than 1:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a LIBOR Rate Loan, or
(ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBOR Rate Loan) with respect to a conversion from a
LIBOR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is to a LIBOR Rate Loan, the duration of the first Interest Period therefor. 

(f) At its option and upon written notice given prior to 1:00 p.m. at least three (3) Business Days prior to the date of such
prepayment, any Borrower may, subject to Section 2.2(g) hereof, prepay the LIBOR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower
shall specify the date of prepayment of Advances which are LIBOR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then
current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof. The Borrower shall also have the right at any time after the Closing Date upon five
(5) days’ prior written notice to the Agent to permanently reduce the Maximum Revolving Advance Amount (by ratably reducing the current Lenders’ Revolving Commitment Amounts in proportion to their Revolving Commitment Percentages) in
a minimum amount of Ten Million and 00/100 Dollars ($10,000,000.00) and whole multiples of Five Million and 00/100 Dollars ($5,000,000.00); provided that any such reduction shall be accompanied by prepayment of the Revolving Credit Notes,
together with outstanding Facility Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 2.2(g) hereof) to the extent necessary so that the outstanding aggregate principal
amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount as so reduced less the Maximum Undrawn Amount of all outstanding Letters of
Credit or (ii) the Formula Amount. 
 (g) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and
against any and all losses or expenses that Agent and Lenders may 

  
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sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBOR Rate Loan or failure by any Borrower
to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or
maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error. 

(h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the
interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or
branch where any Lender or any Person controlling such Lender makes or maintains any LIBOR Rate Loans) to make or maintain its LIBOR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBOR Rate Loans hereunder shall forthwith
be cancelled and Borrowers shall, if any affected LIBOR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected LIBOR Rate Loans or convert such affected LIBOR Rate Loans into loans of another type. If any
such payment or conversion of any LIBOR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBOR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause
(g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error. 

2.3. Reserved. 
 2.4.
Swing Loans. 
 (a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds
between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option
made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof
to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances
at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall
be at a rate to be agreed upon by the Swing Loan Lender and the Borrowers, which rate shall either be (A) Domestic Rate Loans, or (B) Daily LIBOR Rate Loans. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and
reborrow (at the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured
promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans 

  
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under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish
any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future. 
 (b) Upon
either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence
of Section 2.2(a) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance same day funds to Borrowers as a Swing Loan; provided that
notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in
Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason. 
 (c) Upon
the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be
deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving
Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any,
on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of
principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its
Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit. 

2.5. Disbursement of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent may designate from
time to time and, together with any and all other Obligations of Borrowers to Agent or Lenders, shall be charged to Borrowers’ Account on Agent’s books. The proceeds of each Revolving Advance or Swing Loan requested by Borrowing Agent on
behalf of any Borrower or deemed to have been requested by any Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof shall, (i) with respect to requested Revolving Advances, to the extent Lenders make such Revolving Advances in accordance with
Section 2.2(a), 2.6(b) or 2.14 hereof, and with respect to Swing Loans made upon any request by Borrowing Agent for a Revolving Advance to the extent Swing Loan Lender makes such Swing Loan in accordance with Section 2.4(b) hereof, be made
available to the applicable Borrower on the day so requested by way of credit to such Borrower’s operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal
funds or other immediately available funds or, (ii) with respect to Revolving Advances deemed to have been requested by any Borrower or Swing Loans made upon any 

  
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deemed request for a Revolving Advance by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request. During the Term, Borrowers may use
the Revolving Advances and Swing Loans by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof. 

2.6. Making and Settlement of Advances. 

(a) Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving Commitment Percentages of Lenders holding
the Revolving Commitments (subject to any contrary terms of Section 2.22). Each borrowing of Swing Loans shall be advanced by Swing Loan Lender alone. 

(b) Promptly after receipt by Agent of a request or a deemed request for a Revolving Advance pursuant to Section 2.2(a) and, with
respect to Revolving Advances, to the extent Agent elects not to provide a Swing Loan or the making of a Swing Loan would result in the aggregate amount of all outstanding Swing Loans exceeding the maximum amount permitted in Section 2.4(a),
Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided by Borrowing Agent and the apportionment among Lenders of the requested Revolving Advance as determined by Agent in
accordance with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able to, and Agent shall, to the extent the applicable Lenders have made funds available to it for such purpose and
subject to Section 8.2, fund such Revolving Advance to Borrowers in U.S. Dollars and immediately available funds at the Payment Office prior to the close of business, on the applicable borrowing date; provided that if any applicable
Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such borrowing date, and such Lender shall be subject to the repayment obligation
in Section 2.6(c) hereof. 
 (c) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender holding a
Revolving Commitment that such Lender will not make the amount which would constitute its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, Agent may (but shall not be obligated to) assume that such
Lender has made such amount available to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. In such event, if a Lender has not in fact made its
applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay to Agent on demand such corresponding amount with interest thereon, for each day from
and including the date such amount is made available to Borrowers through but excluding the date of payment to Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) (x) the daily average Federal Funds
Effective Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (y) such amount or (B) a rate determined by Agent in accordance with banking industry rules on interbank compensation, and
(ii) in the case of a payment to be made by Borrower, the Revolving Interest Rate for Revolving Advances that are Domestic Rate Loans. If such Lender pays its share of the applicable Revolving Advance to Agent, then the amount so paid shall
constitute such Lender’s Revolving Advance. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender holding a Revolving Commitment 

  
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that shall have failed to make such payment to Agent. A certificate of Agent submitted to any Lender or Borrower with respect to any amounts owing under this paragraph (c) shall be
conclusive, in the absence of manifest error. 
 (d) Agent, on behalf of Swing Loan Lender, shall demand settlement (a
“Settlement”) of all or any Swing Loans with Lenders holding the Revolving Commitments on at least a weekly basis, or on any more frequent date that Agent elects or that Swing Loan Lender at its option exercisable for any reason whatsoever
may request, by notifying Lenders holding the Revolving Commitments of such requested Settlement by facsimile, telephonic or electronic transmission no later than 3:00 p.m. on the date of such requested Settlement (the “Settlement Date”).
Subject to any contrary provisions of Section 2.22, each Lender holding a Revolving Commitment shall transfer the amount of such Lender’s Revolving Commitment Percentage of the outstanding principal amount (plus interest accrued thereon to
the extent requested by Agent) of the applicable Swing Loan with respect to which Settlement is requested by Agent, to such account of Agent as Agent may designate not later than 5:00 p.m. on such Settlement Date if requested by Agent by 3:00 p.m.,
otherwise not later than 5:00 p.m. on the next Business Day. Settlements may occur at any time notwithstanding that the conditions precedent to making Revolving Advances set forth in Section 8.2 have not been satisfied or the Revolving
Commitments shall have otherwise been terminated at such time. All amounts so transferred to Agent shall be applied against the amount of outstanding Swing Loans and, when so applied shall constitute Revolving Advances of such Lenders accruing
interest as Domestic Rate Loans. If any such amount is not transferred to Agent by any Lender holding a Revolving Commitment on such Settlement Date, Agent shall be entitled to recover such amount on demand from such Lender together with interest
thereon as specified in Section 2.6(c). 
 (e) If any Lender or Participant (a “Benefited Lender”) shall at any time receive
any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other
Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other
Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share
the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that each Lender
so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion, and the obligations owing to
each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral, and the obligations owing to each such purchasing Lender in
respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral. 

  
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 2.7. Maximum Advances. Except as provided in Section 16.2(e) hereof, the aggregate
balance of Revolving Advances plus Swing Loans outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or
(b) the Formula Amount. 
 2.8. Manner and Repayment of Advances. 

(a) The Revolving Advances and Swing Loans shall be due and payable in full on the last day of the Term subject to earlier prepayment as
herein provided. Notwithstanding the foregoing, all Advances shall be subject to earlier repayment upon (x) acceleration upon the occurrence of an Event of Default under this Agreement or (y) termination of this Agreement. Each payment
(including each prepayment) by any Borrower on account of the principal of and interest on the Advances shall be applied, first to the outstanding Swing Loans and next, pro rata according to the applicable Revolving Commitment Percentages of
Lenders, to the outstanding Revolving Advances (subject to any contrary provisions of Section 2.22). 
 (b) Each Borrower recognizes
that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit Borrowers’ Account for
each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such item, as the
“Application Date”). Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any item of
payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed applied
by Agent on account of the Obligations on its respective Application Date. Borrowers further agree that there is a monthly float charge payable to Agent for Agent’s sole benefit, in an amount equal to (y) the face amount of all items of
payment received during the prior month (excluding items of payment received by Agent as a wire transfer or electronic depository check) multiplied by (z) the Revolving Interest Rate with respect to Domestic Rate Loans for one (1) Business
Day. All proceeds received by Agent shall be applied to the Obligations in accordance with Section 4.8(h). 
 (c) All payments of
principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 1:00 p.m. on the due date therefor in Dollars in federal funds or other funds immediately
available to Agent. Agent shall have the right to effectuate payment of any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as provided in Section 2.2 hereof. 

(d) Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest,
fees and other amounts payable hereunder shall be made without deduction, setoff or counterclaim and shall be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to 1:00 p.m., in Dollars and in immediately available
funds. 

  
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 2.9. Repayment of Excess Advances. If at any time the aggregate balance of outstanding
Revolving Advances, and/or Advances taken as a whole exceeds the maximum amount of such type of Advances and/or Advances taken as a whole (as applicable) permitted hereunder, and except as provided in Section 16.2(e) hereof, such excess
Advances shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or an Event of Default has occurred. 

2.10. Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrowers’
Account”) in the name of Borrowers in which shall be recorded the date and amount of each Advance made by Agent or Lenders and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date
and amount of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions
between Agent, Lenders, Borrowers, and with respect to Letters of Credit, other Loan Parties as applicable, during such month. The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall
constitute an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’ specific exceptions thereto within thirty (30) days after such statement is received by Borrowing Agent. The records of
Agent with respect to Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto. 

2.11. Letters of Credit. 

(a) Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance of letters of credit denominated in Dollars or an
Optional Currency (“Letters of Credit”) for the account of any Borrower or any other Loan Party except to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the
outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit, plus (iv) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the lesser of (x) the Maximum Revolving Advance
Amount or (y) the Formula Amount (calculated without giving effect to the deductions provided for in Section 2.1(a)(y)((iii)). The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time
the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans.
Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in respect of outstanding Letters of Credit as provided in Section 3.2 hereof). 

(b) Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation to issue any Letter of Credit if (i) any
order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain Issuer from issuing any Letter of Credit, or any Law applicable to Issuer or any request or directive (whether


  
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or not having the force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that Issuer refrain from, the issuance of letters of credit generally or the
Letter of Credit in particular or shall impose upon Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise compensated hereunder) not in effect on the date of this Agreement, or
shall impose upon Issuer any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement, and which Issuer in good faith deems material to it, or (ii) the issuance of the Letter of Credit would violate one or more
policies of Issuer applicable to letters of credit generally. 
 (c) As of the Closing Date, (i) the Existing Letters of Credit will
be deemed to have been issued as, and be, Letters of Credit under this Agreement, and (ii) the Existing Letters of Credit and the reimbursement obligations in respect thereof will be Indebtedness under this Agreement and will no longer be
Indebtedness under the Existing Credit Agreement. In accordance with the foregoing, from and after the Closing Date all fees and other charges payable with respect to the Existing Letters of Credit will be determined in accordance with
Section 3.2(a) of this Agreement. 
 2.12. Issuance of Letters of Credit. 

(a) Borrowing Agent, on behalf of any Loan Party, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to
Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit
Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such
Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been
terminated for any reason. 
 (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or
other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than
twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Notwithstanding the foregoing, (A) the expiry date of a Letter of Credit may be up to one (1) year later than
the last day of the Term if the Loan Parties Cash Collateralize each such Letter of Credit having an expiry date later than the last day of the Term on or before the thirtieth (30th) day
prior to the last day of the Term; and (B) any Letter of Credit (other than a Letter of Credit which expires later than the last day of the Term) may provide for the automatic renewal thereof for an additional one-year period (or, in the case
of any renewal or extension thereof, one year after such renewal or extension), subject however to the Cash Collateral requirement in clause (A) above in the event any such renewal would result in a Letter of Credit which expires later than the
last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the
“UCP”) or the International Standby Practices (International Chamber of Commerce Publication 

  
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Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be
subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. 

(c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder. 

(d) Upon the request of Agent, (i) if the Issuer has honored any full or partial drawing request under any Letter of Credit and such
drawing has resulted in an Letter of Credit Borrowing, or (ii) if, on the last day of the Term, any Letter of Credit for any reason remains outstanding, Borrowers shall, in each case, immediately Cash Collateralize the Maximum Undrawn Amount of
all outstanding Letters of Credit. Borrowers hereby grant to Agent, for the benefit of the Issuer and the Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement. 

2.13. Requirements For Issuance of Letters of Credit. 

(a) Borrowing Agent shall authorize and direct any Issuer to name the applicable Loan Party as the “Applicant” or “Account
Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct Issuer to deliver to Agent all instruments, documents, and other writings and property received by Issuer pursuant
to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor. 

(b) In connection with all trade Letters of Credit issued or caused to be issued by Issuer under this Agreement, each Loan Party hereby
appoints Issuer, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred: (i) to sign and/or endorse such Loan Party’s name upon any warehouse or other receipts, and acceptances;
(ii) to sign such Loan Party’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in the name of such Loan Party or Issuer or Issuer’s designee, and to
sign and deliver to Customs officials powers of attorney in the name of such Loan Party for such purpose; and (iv) to complete in such Loan Party’s name or Issuer’s, or in the name of Issuer’s designee, any order, sale or
transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law,
except for Agent’s, Issuer’s or their respective attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding. 

2.14. Disbursements, Reimbursement. 

(a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each 

  
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drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount
of such drawing, respectively, in each case in the currency in which the Letter of Credit is issued. 
 (b) In the event of any request for
a drawing under a Letter of Credit by the beneficiary or transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse (such obligation to
reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 Noon, on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount
equal to the amount so paid by Issuer in the same currency as paid, unless otherwise required by the Issuer or the Agent. In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on
the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance in Dollars (and, if the Letter of Credit was
denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuer in such other currency on the Drawing Date thereof) be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders
holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances
hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a
confirmation shall not affect the conclusiveness or binding effect of such notice. 
 (c) Each Lender holding a Revolving Commitment shall
upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an amount in Dollars in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of
Section 2.22) of the amount of the drawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuer in such other currency on the Drawing Date thereof), whereupon the
participating Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make
available in Dollars to Agent, for the benefit of Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such
payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per
annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of
Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this
Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing. 

  
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 (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance in
Dollars maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Loan Party’s failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice
requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in Dollars in the amount of such drawing (and, if the Letter of Credit was denominated in
another currency, the Dollar Equivalent amount to the amount paid by the Issuer in such other currency on the Drawing Date thereof). 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 a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) shall be deemed to be a payment in respect of its participation in such
Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. 

(e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any
of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other
than the Loan Parties) have been fully reimbursed for all payments made under or relating to Letters of Credit. 
 2.15. Repayment of
Participation Advances. 
 (a) Upon (and only upon) receipt by Agent for the account of Issuer of immediately available funds from the
Loan Parties (i) in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Issuer
or Agent under such a Letter of Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received by Agent, the amount of such Lender’s Revolving Commitment Percentage of such funds, except Agent shall
retain the amount of the Revolving Commitment Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance in respect of such payment by Agent (and, to the extent that any of the other Lender(s)
holding the Revolving Commitment have funded any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over to such Non-Defaulting Lenders a pro rata portion of the funds
so withheld from such Defaulting Lender). 
 (b) If Issuer or Agent is required at any time to return to any Loan Party, or to a trustee,
receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrowers or any other Loan Party to Issuer or Agent pursuant to Section 2.15(a) in reimbursement of a payment made under the
Letter of Credit or interest or fee thereon, each applicable Lender shall, on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage of any amounts so returned by Issuer or Agent plus interest at the
Federal Funds Effective Rate (or for any payment in an Optional Currency, the Overnight Rate). 

  
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 2.16. Documentation. Each Loan Party agrees to be bound by the terms of the Letter of
Credit Application and by Issuer’s interpretations of any Letter of Credit issued on behalf of such Loan Party and by Issuer’s written regulations and customary practices relating to letters of credit, though Issuer’s interpretations
may be different from such Loan Party’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of (A) gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) or (B) the wrongful dishonor by the Issuer or any of Issuer’s Affiliates of a proper demand for payment made under any Letter of
Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or government authority, the Issuer shall not be liable for any error, negligence and/or
mistakes, whether of omission or commission, in following Borrowing Agent’s or any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. 

2.17. Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the
beneficiary thereof, Issuer 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 and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth. 

2.18. Nature of Participation and Reimbursement Obligations. The obligation of each Lender holding a Revolving Commitment in accordance
with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Issuer 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 2.18 under all circumstances, including the following circumstances: 

(i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower or any other Loan Party, as the case may
be, may have against Issuer, Agent, any Borrower, any other Loan Party, or Lender, as the case may be, or any other Person for any reason whatsoever; 

(ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set
forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation Advances under
Section 2.14; 
 (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 Borrower, any other Loan Party, Agent, Issuer or any Lender against the
beneficiary of a Letter 

  
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of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Borrower, any other Loan Party, Agent, Issuer or any Lender may have at
any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), Issuer, Agent or any Lender or any other
Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and the beneficiary for which any
Letter of Credit was procured); 
 (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or
endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or
alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if Issuer or any of Issuer’s Affiliates has been notified thereof; 

(vi) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or
does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face
appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw); 
 (vii)
the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value
or other characteristic of any property or services relating to a Letter of Credit; 
 (viii) any failure by Issuer or any of Issuer’s
Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3) Business Days after Issuer shall have furnished
Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; 

(ix) the occurrence of any Material Adverse Change; 

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

(xi) the occurrence or continuance of an insolvency proceeding with respect to any Borrower or any Guarantor; 

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

  
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 (xiii) the fact that the Term shall have expired or this Agreement or the obligations of Lenders
to make Advances have been terminated; and 
 (xiv) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing. 
 2.19. Liability for Acts and Omissions. 

(a) As between Borrowers and the other Loan Parties and Issuer, Swing Loan Lender, Agent and Lenders, each Borrower and 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, Issuer shall not be responsible for: (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 Issuer or any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign
any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any
other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Borrower or any other Loan Party against any beneficiary of such Letter
of Credit, or any such transferee, or any dispute between or among any Borrower or any other 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, cable, facsimile, 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 Issuer, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder. Nothing in the preceding
sentence shall relieve Issuer from liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such
clauses (i) through (viii) of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower or any other 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. 

(b) Without limiting the generality of the foregoing, Issuer and each of its Affiliates: (i) may rely on any oral or other communication
believed in good faith by Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face substantially to comply
with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful
dishonor, or otherwise, 

  
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and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Issuer or its Affiliates; (iv) may honor any
drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any
failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where
such bank is located; and (vi) may settle or adjust any claim or demand made on Issuer or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a
steamship agent or carrier or any document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents
presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. 
 (c) In furtherance and
extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer 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 and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, any other Loan Party, Agent or any
Lender. 
 2.20. Reserved. 

2.21. Use of Proceeds. 

(a) Borrowers shall apply the proceeds of Advances to (i) repay existing indebtedness, (ii) pay fees and expenses relating to this
transaction, and (iii) for general corporate purposes and to provide for its working capital needs (including, without limitation, capital expenditures, permitted acquisitions, permitted dividends, permitted repurchase of stock, permitted
repurchase, retirement or repayment of outstanding indebtedness and contributions to pension plans and voluntary employee benefit associations) and reimburse drawings under Letters of Credit. 

(b) Without limiting the generality of Section 2.21(a) above, neither the Borrowers, the Guarantors nor any other Person which may in
the future become party to this Agreement or the Other Documents as a Borrower or Guarantor, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of Applicable Law. 

2.22. Defaulting Lender. 

(a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations
hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender. 

  
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 (b) (i) except as otherwise expressly provided for in this Section 2.22, Revolving Advances
shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any pro rata share of any
Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such type of
Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance with their Revolving Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any
payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be
paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender. 

(ii) fees pursuant to Section 3.3(b) hereof shall cease to accrue in favor of such Defaulting Lender. 

(iii) if any Swing Loans are outstanding or any Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been
reimbursed) are outstanding or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then: 
 (A)
Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to
the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting
Lender holding a Revolving Commitment plus such Lender’s reallocated Participation Commitment in the outstanding Swing Loans plus such Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding
Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such time; 

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business
Day following notice by Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers’ obligations corresponding to such Defaulting
Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations
are outstanding; 
 (C) if Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the
Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving


  
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Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of
Credit are cash collateralized; 
 (D) if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of
Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in
accordance with such reallocation; and 
 (E) if all or any portion of such Defaulting Lender’s Participation Commitment in the
Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of
Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer (and not to such Defaulting Lender)
until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and 

(iv) so long as any Lender holding a Revolving Commitment is a Defaulting Lender, Swing Loan Lender shall not be required to fund any Swing
Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless such Issuer is satisfied that the related exposure and Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of
Credit and all Swing Loans (after giving effect to any such issuance, amendment, increase or funding) will be fully allocated to Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral for such Letters of Credit will be provided
by Borrowers in accordance with clause (A) and (B) above, and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent
with Section 2.22(b)(iii)(A) above (and such Defaulting Lender shall not participate therein). 
 (c) A Defaulting Lender shall not be
entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the Other Documents may
be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders” and “Supermajority Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances or a
Revolving Commitment Percentage, provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i) or (ii) of Section 16.2(b).

 (d) Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including the
obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter
such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Loan Party, Agent or any Lender may have against any Defaulting Lender as a result of any default by such
Defaulting Lender hereunder. 

  
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 (e) In the event that Agent, the Loan Parties, Swing Loan Lender and Issuer agree in writing
that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Lender holding a Revolving Commitment, then
Participation Commitments of Lenders holding Revolving Commitments (including such cured Defaulting Lender) of the Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the inclusion of such
Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in
accordance with its Revolving Commitment Percentage. 
 (f) If Swing Loan Lender or Issuer has a good faith belief that any Lender holding
a Revolving Commitment has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to
issue, amend or increase any Letter of Credit, unless Swing Loan Lender or Issuer, as the case may be, shall have entered into arrangements with Borrowers or such Lender, satisfactory to Swing Loan Lender or Issuer, as the case may be, to defease
any risk to it in respect of such Lender hereunder. 
 2.23. Payment of Obligations. Agent may charge to Borrowers’ Account as a
Revolving Advance or, at the discretion of Swing Loan Lender, as a Swing Loan (i) all payments with respect to any of the Obligations required hereunder (including without limitation principal payments, payments of interest, payments of Letter
of Credit Fees and all other fees provided for hereunder and payments under Sections 16.5 and 16.9) as and when each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration, upon maturity or otherwise),
(ii) without limiting the generality of the foregoing clause (i), (a) all amounts expended by Agent or any Lender pursuant to Sections 4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding of
Advance proceeds and the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.8(h), and (iii) any sums expended by Agent or any Lender due to any Loan Party’s failure to perform or
comply with its obligations under this Agreement or any Other Document including any Loan Party’s obligations under Sections 3.3 4.4, 4.7, 6.4, 6.11, 6.12 and 6.13 hereof, and all amounts so charged shall be added to the Obligations and shall
be secured by the Collateral. To the extent Revolving Advances are not actually funded by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Revolving Advances made by and owing to Agent
and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender under this Agreement and the Other Documents with respect to such Revolving Advances. 

2.24. Increase in Maximum Revolving Advance Amount. 

(a) Prior to the last day of the Term, Borrowers may request that the Maximum Revolving Advance Amount be increased by (1) one or more
of the current Lenders increasing their Revolving Commitment Amount (any current Lender which elects to increase its 

  
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Revolving Commitment Amount shall be referred to as an “Increasing Lender”) or (2) one or more new lenders (each a “New Lender”) joining this Agreement and providing a
Revolving Commitment Amount hereunder (or a combination of Increasing Lenders and New Lenders), subject to the following terms and conditions: 

(i) No current Lender shall be obligated to increase its Revolving Commitment Amount and any increase in the Revolving Commitment Amount by
any current Lender shall be in the sole discretion of such current Lender; 
 (ii) Borrowers may not request the addition of a New Lender
unless (and then only to the extent that) there is insufficient participation on behalf of the existing Lenders in the increased Revolving Commitments being requested by Borrowers; 

(iii) There shall exist no Event of Default or Default on the effective date of such increase after giving effect to such increase; 

(iv) After giving effect to such increase, the Maximum Revolving Advance Amount shall not exceed Six Hundred Million and 00/100 Dollars
($600,000,000.00); 
 (v) Borrowers may not request an increase in the Maximum Revolving Advance Amount under this Section 2.24 more
than four (4) times during the Term, and no single such increase in the Maximum Revolving Advance Amount shall be for an amount less than Fifty Million and 00/100 Dollars ($50,000,000.00) and incremental commitments in excess thereof of not
less than Five Million and 00/100 Dollars ($5,000,000.00); 
 (vi) The Loan Parties shall deliver to Agent on or before the effective date
of such increase the following documents in form and substance satisfactory to Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Commitment Amounts has been approved
by such Loan Parties, (2) certificate dated as of the effective date of such increase certifying that no Default or Event of Default shall have occurred and be continuing and certifying that the representations and warranties made by each Loan
Party herein and in the Other Documents are true and complete in all respects with the same force and effect as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or
specified date), (3) such other agreements, instruments and information (including supplements or modifications to this Agreement and/or the Other Documents executed by the Loan Parties as Agent reasonably deems necessary in order to document
the increase to the Maximum Revolving Advance Amount and to protect, preserve and continue the perfection and priority of the liens, security interests, rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of
such increase, and (4) an opinion of counsel in form and substance satisfactory to Agent which shall cover such matters related to such increase as Agent may reasonably require and each Loan Party hereby authorizes and directs such counsel to
deliver such opinions to Agent and Lenders; 
 (vii) Borrowers shall execute and deliver (1) to each Increasing Lender a replacement
Note reflecting the new amount of such Increasing Lender’s Revolving Commitment Amount after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be cancelled) and (2) to each New Lender a
Note reflecting the amount of such New Lender’s Revolving Commitment Amount; 

  
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 (viii) Any New Lender shall be subject to the reasonable approval of Agent and Issuer; 

(ix) Each Increasing Lender shall confirm its agreement to increase its Revolving Commitment Amount pursuant to an acknowledgement in a form
acceptable to Agent, signed by it and each Borrower and delivered to Agent at least five (5) days before the effective date of such increase; and 

(x) Each New Lender shall execute a lender joinder in substantially the form of Exhibit 2.24 pursuant to which such New Lender shall join and
become a party to this Agreement and the Other Documents with a Revolving Commitment Amount as set forth in such lender joinder. 
 (b) On
the effective date of such increase, (i) Borrowers shall repay all Revolving Advances then outstanding, subject to Borrowers’ obligations under Sections 3.7, 3.9, or 3.10; provided that subject to the other conditions of this Agreement,
the Borrowing Agent may request new Revolving Advances on such date and (ii) the Revolving Commitment Percentages of Lenders holding a Revolving Commitment (including each Increasing Lender and/or New Lender) shall be recalculated such that
each such Lender’s Revolving Commitment Percentage is equal to (x) the Revolving Commitment Amount of such Lender divided by (y) the aggregate of the Revolving Commitment Amounts of all Lenders. Each Lender shall participate in
any new Revolving Advances made on or after such date in accordance with its Revolving Commitment Percentage after giving effect to the increase in the Maximum Revolving Advance Amount and recalculation of the Revolving Commitment Percentages
contemplated by this Section 2.24. 
 (c) On the effective date of such increase, each Increasing Lender shall be deemed to have
purchased an additional/increased participation in, and each New Lender will be deemed to have purchased a new participation in, each then outstanding Letter of Credit and each drawing thereunder and each then outstanding Swing Loan in an amount
equal to such Lender’s Revolving Commitment Percentage (as calculated pursuant to Section 2.24(b) above) of the Maximum Undrawn Amount of each such Letter of Credit (as in effect from time to time) and the amount of each drawing and of
each such Swing Loan, respectively. As necessary to effectuate the foregoing, each existing Lender holding a Revolving Commitment Percentage that is not an Increasing Lender shall be deemed to have sold to each applicable Increasing Lender and/or
New Lender, as necessary, a portion of such existing Lender’s participations in such outstanding Letters of Credit and drawings and such outstanding Swing Loans such that, after giving effect to all such purchases and sales, each Lender holding
a Revolving Commitment (including each Increasing Lender and/or New Lender) shall hold a participation in all Letters of Credit (and drawings thereunder) and all Swing Loans in accordance with their respective Revolving Commitment Percentages (as
calculated pursuant to Section 2.24(b) above). 
 (d) On the effective date of such increase, Borrowers shall pay all cost and
expenses incurred by Agent and by each Increasing Lender and New Lender in connection with 

  
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the negotiations regarding, and the preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by any of Agent, Borrowers and/or Increasing Lenders
and New Lenders in connection with, such increase (including all fees for any supplemental or additional public filings of any Other Documents necessary to protect, preserve and continue the perfection and priority of the liens, security interests,
rights and remedies of Agent and Lenders hereunder and under the Other Documents in light of such increase). 
 2.25. Currency
Fluctuations. If on any Computation Date the aggregate balance of outstanding Revolving Advances and the Maximum Undrawn Amount of all outstanding Letters of Credit is in excess of the Maximum Revolving Advances Amount as a result of a change in
exchange rates between one (1) or more Optional Currencies and Dollars, then the Agent shall notify the Borrowers of the same. The Borrowers shall pay or prepay the Advances (subject to Borrowers’ indemnity obligations hereunder) within
one (1) Business Day after receiving such notice such that the aggregate balance of outstanding Revolving Advances and the Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed the Maximum Revolving Advances Amount after
giving effect to such payments or prepayments. 
 2.26. Periodic Computations of Dollar Equivalent Amount of Letter of Credit
Obligations; Requests for Additional Optional Currencies. The Agent will determine the Maximum Undrawn Amount of (i) proposed Letters of Credit to be denominated in an Optional Currency as of the requested date of issuance, as the case may
be, and (ii) all outstanding obligations under Letters of Credit denominated in an Optional Currency as of the last Business Day of each month, (each such date under clauses (i) and (ii), a “Computation Date”). The Loan Parties
may deliver to the Agent a written request that Letters of Credit to be issued hereunder be permitted to be issued in any other lawful currency (other than Dollars), in addition to the currency specified in the definition of “Optional
Currency” herein, provided that such currency must be freely convertible into Dollars. The Agent will promptly notify the Lenders of any such request. The Agent and each Lender may grant or accept such request in its sole discretion. The Agent
will promptly notify the Loan Parties of the acceptance or rejection by the Agent and each of the Lenders of the Loan Parties’ request. The requested currency shall be approved as an Optional Currency hereunder only if the Agent and each of the
Lenders approve the Loan Parties’ request. 
 2.27. Judgment Currency. 

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

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

2.29. Payments In Euros Under Certain Circumstances. If (A) any Optional Currency ceases to be lawful currency of the nation
issuing the same and is replaced by the Euro or (B) any Optional Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Agent or the
Issuer shall so request in a notice delivered to the Loan Parties, then any amount payable hereunder by any party hereto in such Optional Currency shall instead be payable in the Euro and the amount so payable shall be determined by translating the
amount payable in such Optional Currency to the Euro at the exchange rate established by that nation for the purpose of implementing the replacement of the relevant Optional Currency by the Euro (and the provisions governing payments in Optional
Currencies in this Agreement shall apply to such payment in the Euro as if such payment in the Euro were a payment in an Optional Currency). Prior to the occurrence of the event or events described in clause (A) or (B) of the preceding
sentence, each amount payable hereunder in any Optional Currency will, except as otherwise provided herein, continue to be payable only in that currency. 

2.30. Additional Compensation Under Certain Circumstances. Each Loan Party agrees, at the request of any Lender, to compensate such
Lender for any loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender as a result of the replacement of any Optional Currency by the Euro and that would not have been
incurred or sustained but for the transactions provided for herein. A certificate of any Lender setting forth such Lender’s determination of the amount or amounts necessary to compensate such Lender shall be delivered to the Borrowing Agent and
shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Loan Parties shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof. 

 

	III.	INTEREST AND FEES. 

 3.1. Interest. Interest on Advances shall be payable quarterly in
arrears on the first day of each fiscal quarter with respect to Domestic Rate Loans and, with respect to LIBOR Rate Loans, at (a) the end of each Interest Period, and (b) for LIBOR Rate Loans with an Interest Period in excess of three
months, at the end of each three month period during such Interest Period, provided further that all accrued and unpaid interest shall be due and payable at the end of the Term. Interest charges shall be computed on the actual principal amount of
Advances outstanding during the month at a rate per annum equal to (i) with respect to Revolving Advances, the applicable Revolving Interest Rate and (ii) with respect to Swing Loans, either the Revolving Interest Rate for Domestic Rate
Loans or the Daily LIBOR Rate, as applicable. Except as expressly provided otherwise in this Agreement, any Obligations other than the 

  
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Advances that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding
the Default Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate and/or the Daily LIBOR Rate, as applicable, is increased or decreased, the applicable Contract Rate for Domestic Rate Loans and/or Daily LIBOR Rate Loans,
as applicable, shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate and/or the Daily LIBOR Rate, as applicable, during the time such change or changes remain in
effect. The LIBOR Rate shall be adjusted with respect to LIBOR Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of
Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of
Default without the requirement of any affirmative action by any party), the Obligations shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to Level III Domestic Rate Loans plus an
additional two percent (2%) per annum (the “Default Rate”). 
 3.2. Letter of Credit Fees. 

(a) Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit
(the “Letter of Credit Fees”) for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average Dollar Equivalent daily face amount of each outstanding Letter of
Credit multiplied by the Applicable Margin applicable to Letter of Credit Fees, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar
quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of one eighth of one percent (0.125%) per annum times the average daily face amount of each outstanding Letter of Credit for the period from and excluding the date of
issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. In addition, Borrowers shall pay to Agent, for the benefit of
Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including
in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the
date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that
transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the
direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the
Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum. 

  
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 (b) Immediately upon the request of the Agent following the occurrence and during the
continuance of an Event of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without
the requirement of any affirmative action by any party), or upon the expiration of the Term or any other termination of this Agreement Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an
amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such
Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of
any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower
mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing)
establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any
other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of (1) the cure or waiver of all Events of Default which resulted in the
requirement to Cash Collateralize, or (2) all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign,
pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any
deposit account, securities account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree
that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may use such cash collateral to pay and satisfy such Obligations. 

3.3. Facility Fee. The Borrowers shall pay to Agent, for the ratable benefit of Lenders holding the Revolving Commitments based on
their Revolving Commitment Percentages, a fee at a rate equal to one quarter of one percent (0.25%) multiplied by the Average Undrawn Availability for the most recently ended fiscal quarter (the “Facility Fee”). Such Facility Fee shall be
payable to Agent in arrears on the first day of each fiscal quarter with respect to the previous fiscal quarter and on the earlier of (i) the termination of this Agreement or (ii) the last day of the Term. 

3.4. Reserved. 
 3.5.
Computation of Interest and Fees. Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed; provided that the interest applicable to Domestic Rate Loans shall be computed upon
the basis of a year of 

  
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365/366 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to
the next succeeding Business Day and interest thereon shall be payable at the applicable Contract Rate during such extension. 
 3.6.
Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the
highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by
Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for
such permissible rate. 
 3.7. Increased Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender
(for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer and the office or branch where
Agent, Swing Loan Lender, any Lender or Issuer (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority,
shall: 
 (a) subject Agent, Swing Loan Lender, any Lender or Issuer to any tax of any kind whatsoever with respect to this Agreement, any
Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan, or change the basis of taxation of payments to Agent, Swing Loan Lender, such Lender or Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered
by Section 3.10 and the imposition of, or any change in the rate of, any Excluded Tax payable by Agent, Swing Loan Lender, such Lender or the Issuer); 

(b) impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or similar
requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Agent, Swing Loan Lender, Issuer or any Lender, including pursuant to Regulation D of the Board of Governors
of the Federal Reserve System; or 
 (c) impose on Agent, Swing Loan Lender, any Lender or Issuer or the London interbank LIBOR market any
other condition, loss or expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein; 

and the result of any of the foregoing is to increase the cost to Agent, Swing Loan Lender, any Lender or Issuer of making, converting to,
continuing, renewing or maintaining its Advances hereunder by an amount that Agent, Swing Loan Lender, such Lender or Issuer deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any
of the Advances by an amount that Agent, Swing Loan Lender or such Lender or Issuer deems to be material, then, in any case Borrowers shall promptly pay 

  
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Agent, Swing Loan Lender, such Lender or Issuer, upon its demand, such additional amount as will compensate Agent, Swing Loan Lender or such Lender or Issuer for such additional cost or such
reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the LIBOR Rate, as the case may be. Agent, Swing Loan Lender, such Lender or Issuer shall certify the amount of such additional cost
or reduced amount to Borrowing Agent, and such certification shall be conclusive absent manifest error. 
 3.8. Basis For Determining
Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that: 
 (a) reasonable means do not
exist for ascertaining the LIBOR Rate for any Interest Period; or 
 (b) Dollar deposits in the relevant amount and for the relevant
maturity are not available in the London interbank LIBOR market, with respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a LIBOR Rate Loan; or 

(c) the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender
in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law), 

then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given, (i) any such
requested LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be
cancelled or made as an unaffected type of LIBOR Rate Loan, (ii) any Domestic Rate Loan or LIBOR Rate Loan which was to have been converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or,
if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall
be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected LIBOR Rate Loan,
shall be converted into an unaffected type of LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected LIBOR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected LIBOR Rate
Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an
unaffected type of LIBOR Rate Loan into an affected type of LIBOR Rate Loan. 

  
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 3.9. Capital Adequacy. 

(a) In the event that Agent, Swing Loan Lender or any Lender shall have determined that any Applicable Law or guideline regarding capital
adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan
Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the
office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of return on Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below
that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by
an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent, Swing Loan
Lender or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent,
Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. 

(b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent,
Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. 

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

(b) Without limiting the provisions of Section 3.10(a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental
Body in accordance with Applicable Law. 

  
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 (c) Each Loan Party shall indemnify Agent, Swing Loan Lender, each Lender, Issuer and any
Participant, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid
by Agent, Swing Loan Lender, such Lender, Issuer, or such Participant, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to the Loan Parties by any Lender, Swing Loan Lender, Participant, or Issuer (with a copy to Agent), or
by Agent on its own behalf or on behalf of Swing Loan Lender, a Lender or Issuer, shall be conclusive absent manifest error. 
 (d) As soon
as practicable after any payment of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental Body, the Loan Parties shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent. 
 (e) Any Foreign
Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Loan Party is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any Other Document shall deliver to the Loan Parties (with a copy to Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Loan Parties or Agent, such properly completed and executed
documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S.
withholding tax, 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 United States Income Tax Regulations or other Applicable Law. Further, Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any Lender, Issuer or
assignee or participant of a Lender or Issuer for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested by the Loan Parties or Agent, shall deliver such
other documentation prescribed by Applicable Law or reasonably requested by the Loan Parties or Agent as will enable the Loan Parties or Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. Without limiting the generality of the foregoing, in the event that any Loan Party is resident for tax purposes in the United States of America, any Foreign Lender (or other Lender) shall deliver to the Loan Parties and Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Loan Parties or Agent,
but only if such Foreign Lender (or other Lender) is legally entitled to do so), whichever of the following is applicable: two (2) duly completed valid originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States of America is a party, 
 (i) two (2) duly completed valid originals of IRS Form W-8ECI, 

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

(iii) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding
tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Loan Parties to determine the withholding or deduction required to be made, or 

(iv) To the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) originals of an IRS Form W-9 or
any other form prescribed by Applicable Law demonstrating that such Lender is not a Foreign Lender. 
 (f) If a payment made to a Lender,
Swing Loan Lender, Participant, Issuer, or Agent under this Agreement or any Other Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Person fails to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender, Swing Loan Lender, Participant, Issuer, or Agent shall deliver to the Agent (in the case of Swing Loan Lender, a Lender, Participant or Issuer)
and the Loan Parties (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller of such Person, and (B) other documentation reasonably requested by Agent or any Loan Party sufficient
for Agent and the Loan Parties to comply with their obligations under FATCA and to determine that Swing Loan Lender, such Lender, Participant, Issuer, or Agent has complied with such applicable reporting requirements. 

(g) If Agent, Swing Loan Lender, a Lender, a Participant or Issuer determines, in its sole discretion, that it has received a refund of any
Indemnified Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section, it shall pay to the Loan Parties an amount equal to such refund
(but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund); net of all out-of-pocket expenses of the Agent,
Swing Loan Lender, such Lender, Participant, or the Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund), provided that the Loan Parties, upon the request of
Agent, Swing Loan Lender, such Lender, Participant, or Issuer, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to Agent, Swing Loan Lender, such
Lender, Participant or the Issuer in the event Agent, Swing Loan Lender, such Lender, Participant or the Issuer is required to repay such refund to such Governmental Body. This Section shall not be construed to require Agent, Swing Loan Lender, any
Lender, Participant, or Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Loan Parties or any other Person. 

  
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 3.11. Replacement of Lenders. If any Lender (an “Affected Lender”)
(a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.9 hereof, (b) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in
Section 2.2(h) hereof, (c) is a Defaulting Lender, or (d) denies any consent requested by the Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice (or the
occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to
Section 16.2(b) hereof, as the case may be, by notice in writing to the Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the
“Replacement Lender”); (ii) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage, as provided herein, but none of such Lenders shall be under any
obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall
agree to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage, then such Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment
Percentage, and other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and
fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender. 
  

	IV.	COLLATERAL: GENERAL TERMS 

 4.1. Security Interest in the Collateral. To secure the
prompt payment and performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Obligations, each Loan Party hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender,
Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located. Each Loan Party shall provide Agent
with prompt written notice of all Commercial Tort Claims related to the Collateral for which the amount of damages sought exceeds Five Million and 00/100 Dollars ($5,000,000.00) upon the occurrence of any events giving rise to any such claim(s)
(regardless of whether legal proceedings have yet been commenced), such notice to contain a brief description of the claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and, if applicable
in any case where legal proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Loan Party shall be deemed to thereby grant to Agent a
security interest and lien in and to such Commercial Tort Claims related to the Collateral described therein and all proceeds thereof. Each Loan Party shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of
credit or otherwise obtaining any right, title or interest in any letter of credit rights, and at Agent’s request shall take such actions as Agent may reasonably request for the perfection of Agent’s security interest therein. 

  
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 4.2. Perfection of Security Interest. Each Loan Party shall take all action that may be
necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect,
exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) using commercially reasonable efforts to obtain Lien Waiver
Agreements as Agent may reasonably request (it being understood that, in each case, notwithstanding the use of or failure to use commercially reasonable efforts to obtain any such Lien Waiver Agreements, the failure to so obtain any such Lien Waiver
Agreement shall entitle the Agent to institute an appropriate rent reserve as determined in the Agent’s Permitted Discretion with respect to any such location (provided that the Loan Parties shall not be required to obtain Lien Waiver
Agreements with respect to those locations of the Loan Parties identified on Schedule 4.4 at which less than Five Hundred Thousand and 00/100 Dollars ($500,000.00) of Collateral is located)), (iii) delivering to Agent, endorsed or
accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a
part of the Collateral, (iv) entering into warehousing, lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments
of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform
Commercial Code or other Applicable Law. By its signature hereto, each Loan Party hereby authorizes Agent to file against such Loan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form
and substance satisfactory to Agent. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to the Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan
and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand. 

4.3. Preservation of Collateral. Following the occurrence and during the continuation of a Default or Event of Default in addition to
the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of such security guards
or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Loan Party’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s
interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Loan Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling
or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of the Loan Parties’ owned or leased property. Each
Loan Party shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses
relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations. 

  
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 4.4. Ownership and Location of Collateral. 

(a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Loan Party
shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral
shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material
respects; (iii) all signatures and endorsements of each Loan Party that appear on such documents and agreements shall be genuine and each Loan Party shall have full capacity to execute same; and (iv) each Loan Party’s Inventory shall
be located (y) as set forth on Schedule 4.4 (as updated from time to time) or (z) at such other location as permitted under Section 4.4(b)(i), and shall not be removed from such location(s) without the prior written consent of
Agent except with respect to the sale of Inventory in the Ordinary Course of Business and with respect to Inventory either in transit from one location identified on Schedule 4.4 to another location identified on Schedule 4.4 or
located at third-party suppliers or processors or Subsidiaries of Loan Parties in the Ordinary Course of Business. 
 (b) (i) There is no
location at which any Loan Party has any Inventory (except for (1) Inventory in transit in the Ordinary Course of Business, (2) Inventory located at third-party suppliers or processors or at Loan Parties or Subsidiaries of Loan Parties in
the Ordinary Course of Business, or (3) to the extent the book value of such Inventory does not exceed Fifty Million and 00/100 Dollars ($50,000,000.00)) other than those locations listed on Schedule 4.4; (ii) Schedule 4.4
hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Loan Party is stored; none of the receipts received by any Loan Party from any warehouse states that
the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date
of (A) each place of business of each Loan Party and (B) the chief executive office of each Loan Party; and (iv) Schedule 4.4 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and
street address, of all Real Property owned or leased by each Loan Party, identifying which properties are owned and which are leased, together with the names and addresses of any landlords. 

4.5. Defense of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of the Obligations and
(b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Loan Party shall, without Agent’s prior written consent, pledge, sell (except for sales or other
dispositions otherwise permitted in Section 7.1(b) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each
Loan Party shall defend Agent’s interests in the Collateral against any and all Persons whatsoever. At any time following demand by Agent for payment of all Obligations, Agent shall have the right to take possession of the indicia of the
Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, the Loan Parties shall, upon
demand, assemble it in the best manner 

  
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possible and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and
remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Each Loan Party shall, and Agent may, at its option, during the continuance of an Event of Default, instruct all suppliers, carriers, forwarders,
warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Loan Party’s
possession, they, and each of them, shall be held by such Loan Party in trust as Agent’s trustee, and such Loan Party will, during the continuance of an Event of Default, immediately deliver them to Agent in their original form together with
any necessary endorsement. 
 4.6. Inspection of Premises. Agent shall have, at any time after the Closing Date and from time to time
but no more than one (1) time per fiscal year, full access to and the right to inspect the Collateral and all records pertaining thereto and to audit, check, inspect and make abstracts and copies from each Loan Party’s books, records,
audits, correspondence and all other papers relating to the Collateral and the operation of each Loan Party’s business at the Loan Party’s expense; provided that (A) there shall be no limitation on the number or frequency of such
field examinations at the Loan Parties’ expense if an Event of Default has occurred and is continuing; and (B) the frequency of such field examinations at the Loan Parties’ expense may be increased by an additional one (1) time
per year if the Undrawn Availability shall at any time be less than fifteen percent (15%) of the Maximum Revolving Advances Amount for any one day and thereafter until the Undrawn Availability is equal to or greater than fifteen percent
(15%) of the Maximum Revolving Advances Amount for a period of thirty (30) consecutive days. 
 4.7. Appraisals. Agent may,
at any time after the Closing Date and from time to time but no more than one (1) time per fiscal year, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, at the Loan Party’s
expense, for the purpose of appraising the then current values of Loan Parties’ assets. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Loan Parties as to the identity of any such firm.
Notwithstanding the foregoing, (A) if an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of the Inventory appraisals at the Loan Parties’ expense; and (B) the frequency of
Inventory appraisals at the Loan Parties’ expense may be increased by an additional one (1) time per year if Undrawn Availability shall at any time be less than 15% of the Maximum Revolving Advances Amount for any one day and thereafter
until the Undrawn Availability is equal to or greater than fifteen percent (15%) of the Maximum Revolving Advances Amount for a period of thirty (30) consecutive days. In the event the value of Loan Parties’ Inventory, as so
determined pursuant to any appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Loan Parties shall make
mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances. 
 4.8. Receivables; Blocked
Accounts and Deposit Accounts. 
 (a) Each of the Receivables shall be a bona fide and valid account representing a bona fide
indebtedness incurred by the Customer therein named, for a fixed sum 

  
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as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery
of goods upon stated terms of a Loan Party, or work, labor or services theretofore rendered by a Loan Party as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Loan Party’s standard terms of
sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by the Loan Parties to Agent. 

(b) Each Customer, to the best of each Loan Party’s knowledge, as of the date each Receivable is created, is and will be solvent and
able to pay all Receivables on which the Customer is obligated in full when due. With respect to such Customers of any Loan Party who are not solvent, such Loan Party has set up on its books and in its financial records bad debt reserves adequate to
cover such Receivables. 
 (c) Each Loan Party’s books and records are located as set forth on Schedule 4.4. Until written
notice is given to Agent by Borrowing Agent of any other office at which any Loan Party keeps its records pertaining to Receivables, all such records shall be kept at such location as specified in Schedule 4.4. 

(d) Upon the occurrence of a Trigger Event (until any Loan Party’s authority to do so is terminated by Agent in accordance with the
terms of this Agreement (which notice Agent may give at any time following the occurrence of an Event of Default or a Default)), each Loan Party shall, at such Loan Party’s cost and expense, but on Agent’s behalf and for Agent’s
account (1) collect as Agent’s property and in trust for Agent all amounts due and/or received on Receivables, and shall not commingle such collections with any Loan Party’s funds or use the same except to pay Obligations, and
(2) as soon as possible and in any event no later than one (1) Business Day after the receipt thereof (A) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any necessary
endorsements) and (B) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into such Blocked Accounts(s) and/or Depository Account(s). 

(e) At any time following the occurrence and during the continuance of an Event of Default or a Default, Agent shall have the right to send
notice of the assignment of, and Agent’s security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, during the continuance of such Event of Default,
Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical
expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers’ Account and added to the Obligations. 

(f) Agent shall have the right, at any time after the occurrence and during the continuance of a Default or an Event of Default, to receive,
endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and
non-payment of any instrument so endorsed. Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power at any time after 

  
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the occurrence and during the continuance of an Event of Default or Default (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other
evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send
verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s
interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of Loan Parties’ rights and remedies with
respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables;
(x) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or
satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said
attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence or willful misconduct; this power being coupled
with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default which is continuing, to change the address for delivery of mail addressed
to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party. 
 (g)
Except as provided in subsection (f) above, neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or
payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom. 
 (h) Upon the
occurrence of a Trigger Event, all proceeds of Collateral of the Borrowers shall be deposited by Borrowers into a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) as Agent may require
pursuant to a Blocked Account Agreement. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire
transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Account shall immediately become the property of Agent and Borrowers shall obtain the agreement by such bank to waive any offset rights against the funds so deposited.
Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, upon
the occurrence of a Trigger Event, Agent may establish depository accounts (“Depository Accounts”) in the name of Agent at a bank or banks for the deposit of such funds and Borrowers shall deposit all proceeds of Collateral or cause same
to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts. 

  
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 (i) Notwithstanding anything that may be contained herein to the contrary, following the
occurrence of a Trigger Event, if an Authorized Officer of the Borrowing Agent certifies to the Agent in writing that a Trigger Satisfaction Event has occurred (and the Borrowing Agent has provided the Agent with all calculations and documentation
reasonably requested by Agent in connection therewith), (i) the requirements of Sections 4.8(d) and 4.8(h) shall be suspended until the next Trigger Event occurs, and (ii) the Agent shall provide written notice to the Borrowing Agent that
the requirements of Sections 4.8(d) and 4.8(h) will be suspended until the occurrence of the next Trigger Event. 
 (j) No Loan Party will,
without Agent’s consent, compromise or adjust any Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises,
adjustments, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Loan Party. 

(k) All deposit accounts (including all Blocked Accounts and Depository Accounts), securities accounts and investment accounts of each Loan
Party as of the Closing Date are set forth on Schedule 4.8(k). No Borrower shall open any new deposit account, securities account or investment account unless (i) the Borrowing Agent shall have given at least thirty (30) days
prior written notice to Agent and (ii) if such account is to be maintained with a bank, depository institution or securities intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable
Borrower and Agent shall first have entered into an account control agreement in form and substance satisfactory to Agent sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such
account. 
 4.9. Inventory. To the extent Inventory held for sale or lease has been produced by any Loan Party, it has been and will
be produced by such Loan Party in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder. 

4.10. Reserved. 
 4.11.
Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Loan Party’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage,
discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of
any Loan Party’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof.

 4.12. Financing Statements. Except with respect to the financing statements filed by Agent and financing statements permitted to
be filed hereunder, no financing statement covering any of the Collateral or any proceeds thereof is or will be on file in any public office. 

  
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	V.	REPRESENTATIONS AND WARRANTIES. 

 Each Loan Party jointly and severally represents and warrants
as follows: 
 5.1. Authority. Each Loan Party has full power, authority and legal right to enter into this Agreement and the Other
Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Loan Party, and this Agreement and
the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency,
moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Loan Party’s corporate or limited
liability company powers, as applicable, have been duly authorized by all necessary corporate or limited liability company action, as applicable, are not in contravention of law or the terms of such Loan Party’s Organizational Documents or to
the conduct of such Loan Party’s business or of any Material Contract or undertaking to which such Loan Party is a party or by which such Loan Party is bound, (b) will not conflict with or violate any law or regulation, or any judgment,
order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will
have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect, except where the failure to obtain such Consents would not reasonably be expected to result in a Material Adverse Change, and (d) will
not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party under the provisions of any agreement,
instrument, or other document to which such Loan Party is a party or by which it or its property is a party or by which it may be bound. 

5.2. Formation and Qualification. 

(a) Each Loan Party and each Domestic Subsidiary of a Loan Party is duly incorporated or formed, as applicable, and in good standing under
the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are
necessary for such Loan Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to result in a Material Adverse Change. Each Loan Party has delivered to Agent true and complete copies of
its Organizational Documents and will promptly notify Agent of any material amendment or changes thereto. 
 (b) The only Domestic
Subsidiaries of the Loan Parties as of the Closing Date are listed on Schedule 5.2(b). 
 5.3. Survival of Representations
and Warranties. All representations and warranties of such Loan Party contained in this Agreement and the Other Documents to which it is a party shall be true at the time of such Loan Party’s execution of this Agreement and the Other
Documents to which it is a party, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto. 

  
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 5.4. Tax Returns. Each Loan Party’s federal tax identification number is set forth on
Schedule 5.4. Each Loan Party has filed all material federal, state and local tax returns and other reports each is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and
payable. The provision for taxes on the books of each Loan Party is adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Loan Party has any knowledge of any deficiency or additional assessment in
connection therewith not provided for on its books. 
 5.5. Financial Statements. 

(a) ATI has delivered to the Agent copies of its audited year-end financial statements on a consolidated basis for and as of the end of the
fiscal year ended December 31, 2014. In addition, ATI has delivered to the Agent copies of its unaudited consolidated interim financial statements as of the end of the fiscal quarter ended June 30, 2015 (all such annual and interim
statements being collectively referred to as the “Statements”). The Statements were compiled from the books and records maintained by ATI’s management, are correct and complete and fairly represent the consolidated financial condition
of ATI and its Subsidiaries as of their dates and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP consistently applied, subject (in the case of the interim statements) to normal year-end
audit adjustments. 
 (b) The pro forma projections (including a pro forma closing balance sheet and pro forma statements of operations and
cash flow) of ATI and its Subsidiaries on a consolidated basis for the fiscal years 2015 through 2019 and quarterly projections through December 31, 2016, copies of which have been delivered to the Agent and the Lenders (the
“Projections”) were approved by the Chief Financial Officer of ATI, are based on underlying assumptions which as of the Closing Date provide a reasonable basis for the projections contained therein and as of the Closing Date reflect Loan
Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period (it being understood that such projections are subject to significant uncertainties and contingencies, many of
which are beyond the Loan Parties’ control, and that no assurance can be given that the projections will be realized). 
 (c) Neither
ATI nor any Subsidiary of ATI has any liabilities, contingent or otherwise, or forward or long-term commitments required to be disclosed in financial statements prepared under GAAP that are not disclosed in the Statements or in the notes thereto,
and except as disclosed therein there are no unrealized or anticipated losses from any commitments of ATI or any Subsidiary of ATI required to be disclosed in the Statements under GAAP which would constitute a Material Adverse Change. Since
December 31, 2014, no Material Adverse Change has occurred. 
 5.6. Entity Names. Except as set forth on
Schedule 5.6 hereto no Loan Party has been known by any other company or corporate name (excluding any trade names of any such Loan Party), as applicable, in the past five (5) years, nor has any Loan Party been the surviving
corporation or company, as applicable, of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years. 

  
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 5.7. O.S.H.A. Environmental Compliance. 

(a) Except as set forth on Schedule 5.7 hereto, each Loan Party is in compliance with, and its facilities, business, assets,
property, leaseholds, Real Property and Equipment are in compliance with the Federal Occupational Safety and Health Act, and Environmental Laws except to the extent such failure to comply would not reasonably be expected to result in a Material
Adverse Change, and there are no outstanding citations, notices or orders of non-compliance issued to any Loan Party or relating to its business, assets, property, leaseholds or Equipment under any such laws, rules or regulations, except to the
extent such citations, notices or orders would not reasonably be expected to result in a Material Adverse Change. 
 (b) Except as set
forth on Schedule 5.7 hereto, each Loan Party has been issued all required federal, state and local licenses, certificates or permits (collectively, “Approvals”) relating to all applicable Environmental Laws except to the
extent the failure to obtain such licenses, certificates or permits would not reasonably be expected to result in a Material Adverse Change and all such Approvals are current and in full force and effect. 

5.8. Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance. 

(a) (i) After giving effect to the transactions contemplated by this Agreement, each Loan Party will be solvent, able to pay its debts as
they mature, will have capital sufficient to carry on its business and all businesses in which it is about to engage, (ii) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess
of the amount of its liabilities, and (iii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. 

(b) Except as disclosed on Schedule 5.8(b)(i), no Loan Party has any pending or threatened litigation, arbitration, actions or
proceedings which would reasonably be expected to constitute a Material Adverse Change. No Loan Party has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness disclosed in Schedule 5.8(b)(ii) and
(ii) Indebtedness otherwise permitted under Section 7.8 hereof. 
 (c) No Loan Party is in violation of any applicable statute,
law, rule, regulation or ordinance in any respect which could reasonably be expected to result in a Material Adverse Change, nor is any Loan Party in violation of any order of any court, Governmental Body or arbitration board or tribunal except to
the extent such violation would not reasonably be expected to result in a Material Adverse Change. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws. 

(d) No Loan Party or any member of the Controlled Group maintains or is required to contribute to any Plan other than those listed on
Schedule 5.8(d) hereto. (i) Each Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Plan,


  
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and each Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (ii) each Plan which is intended
to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income
tax under Section 501(a) of the Code or an application for such a determination is currently being processed by the Internal Revenue Code; (iii) neither any Loan Party nor any member of the Controlled Group has incurred any liability to
the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which
would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan; (v) except as set forth on Schedule 5.8(d), the current value of the assets of each Plan exceeds the present value of the accrued benefits
and other liabilities of such Plan and neither any Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities;
(vi) neither any Loan Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan; (vii) neither any Loan Party nor any member of a Controlled
Group has incurred any liability for any excise tax arising under Section 4971, 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability; (viii) neither any Loan Party nor any member of the Controlled Group
nor, to the knowledge of the Loan Parties, any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which
would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA; (ix) no Termination Event has occurred or is reasonably expected to occur; (x) there exists no event described in Section 4043
of ERISA, for which the thirty (30) day notice period has not been waived; (xi) neither any Loan Party nor any member of the Controlled Group has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA;
(xii) except as set forth on Schedule 5.8(d) or as provided in various labor contracts to which one or more of the Loan Parties is a party and in effect from time to time neither any Loan Party nor any member of the Controlled Group
maintains or is required to contribute to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither any
Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, within the meaning of Section 4203 or 4205 of ERISA, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments
Act of 1980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) to the knowledge of the Loan Parties, no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach
of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan. 
 5.9. Patents,
Trademarks, Copyrights and Licenses. Each Loan Party and each Domestic Subsidiary of each Loan Party owns or possesses all United States patents, United States registered trademarks, service marks trade names, registered United States
copyrights, licenses and registrations (the “Intellectual Property”) reasonably necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Domestic
Subsidiary, except where such failure would not constitute a 

  
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Material Adverse Change. The Loan Parties are not aware of any actual or alleged objections or challenges to the Intellectual Property, except where such objections, challenges or alleged
infringement would not result in a Material Adverse Change. 
 5.10. Licenses and Permits. Except as set forth in
Schedule 5.10, each Loan Party (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable federal, state, or local law, rule or regulation for the
operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to comply with procure such licenses or permits would reasonably be expected to result in a Material Adverse Change.

 5.11. Reserved. 

5.12. No Default. No Loan Party is in default in the payment or performance of any of its contractual obligations and no Default or
Event of Default has occurred. 
 5.13. No Burdensome Restrictions. No Loan Party or Domestic Subsidiary of a Loan Party is party to
any contract or agreement the performance of which could reasonably be expected to result in a Material Adverse Change. No Loan Party or Domestic Subsidiary of a Loan Party has agreed or consented to cause or permit in the future (upon the happening
of a contingency or otherwise) any of the Collateral, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance. 

5.14. No Labor Disputes. Except as set forth in Schedule 5.14, no Loan Party is involved in any material labor dispute;
there are no strikes or walkouts by employees of any Loan Party. 
 5.15. Margin Regulations. No Loan Party and no Domestic
Subsidiary of a Loan Party is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within
the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for
“purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors. 
 5.16.
Investment Company Act. No Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company. 

5.17. Disclosure. No representation or warranty made by any Loan Party in this Agreement or in any financial statement, report,
certificate or any other document furnished in connection herewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein, in light of the circumstance in which made,
not misleading. There is no fact known to any Loan Party or which reasonably should be known to such Loan Party which such Loan Party has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could
reasonably be expected to result in a Material Adverse Change. 

  
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 5.18. Reserved. 

5.19. Reserved. 
 5.20.
Reserved. 
 5.21. Business and Property of Loan Parties. Upon and after the Closing Date, the Loan Parties do not engage in
any business other than the manufacture, sale, processing, distribution or finishing of specialty materials and components, and related lines of business, substantially as conducted and operated by such Loan Party or Subsidiary during the present
fiscal year. 
 5.22. Ineligible Securities. The Loan Parties do not intend to use and shall not use any portion of the proceeds of
the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being underwritten by a securities Affiliate of Agent or any Lender. 

5.23. Reserved. 
 5.24.
Equity Interests. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid
exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24, there are no
subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any
pre-emptive rights held by any Person with respect to the Equity Interests of any Loan Party. Except as set forth on Schedule 5.24(c), no Loan Party has issued any securities convertible into or exchangeable for shares of its Equity
Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares other than stock options, stock plans and other equity based compensation with respect to the stock of ATI. 

5.25. Commercial Tort Claims. No Loan Party has any Commercial Tort Claims related to the Collateral. 

5.26. Letter of Credit Rights. As of the Closing Date, no Loan Party has any letter of credit rights securing the payment of Eligible
Receivables. 
 5.27. Material Contracts. All Material Contracts of the Loan Parties are in full force and effect and no material
defaults currently exist thereunder. 
 5.28. Designated Customers. Schedule 5.28 sets forth all Designated Customers of
the Borrowers as of the Closing Date (which Schedule 5.28 shall be updated from time to time in accordance with Section 9.17 hereof). 

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

  
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	VI.	AFFIRMATIVE COVENANTS. 

 Each Loan Party jointly and severally covenant and agree that until the
indefeasible payment in full of the Obligations and termination of this Agreement, each such Loan Party shall, and shall cause each Domestic Subsidiary of each Loan Party to: 

6.1. Compliance with Laws. Comply with all applicable Laws, including all Environmental Laws, in all respects; provided that it shall
not be deemed to be a violation of this Section 6.1 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material
Adverse Change. 
 6.2. Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate
actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance
with the terms of this Agreement), including all Intellectual Property and take all actions reasonably necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full
force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to result in a Material Adverse Change; and (c) make
all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any
political subdivision thereof where the failure to do so could reasonably be expected to result in a Material Adverse Change. 
 6.3.
Books and Records. Keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs (including without limitation accruals for taxes,
assessments, Charges, levies and claims, allowances against doubtful Receivables and accruals for depreciation, obsolescence or amortization of assets), all in accordance with, or as required by, GAAP consistently applied in the opinion of such
independent public accountant as shall then be regularly engaged by Loan Parties. 
 6.4. Payment of Taxes. Pay, when due, all taxes,
assessments and other Charges lawfully levied or assessed upon such Loan Party or any of the Collateral, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits,
withholding, and sales taxes, except (a) to the extent any such tax, assessment or other charge is the subject of a good faith dispute that is being diligently prosecuted and for which such Loan Party is maintaining adequate reserves therefor
in accordance with GAAP and otherwise which does not result in any Lien with any priority over the security interest of the Agent or (b) to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Change.
If any tax by any Governmental Body is or may be imposed on or as a result of any transaction between any Loan Party and Agent or any Lender which Agent or any 

  
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Lender may be required to withhold or pay or if any taxes, assessments, or other Charges remain unpaid after the date fixed for their payment, or if any claim shall be made which, in Agent’s
or any Lender’s opinion, may possibly create a valid Lien on the Collateral, Agent may without notice to any Loan Party pay the taxes, assessments or other Charges and each Loan Party hereby indemnifies and holds Agent and each Lender harmless
in respect thereof. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Borrowers shall furnish
Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall retain
its security interest in and Lien on any and all Collateral held by Agent. 
 6.5. Preservation of Existence, Etc. (a) Maintain
its legal existence as a corporation, partnership or limited liability company, as the case may be, and (b) maintain its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature
of its business makes such license or qualification necessary, except as otherwise expressly permitted by this Agreement or to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Change. 

6.6. Maintenance of Properties, Leases and Equipment. Maintain in good repair, working order and condition (ordinary wear and tear
excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties or equipment 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 as determined by the Loan Parties in good faith. 
 6.7. Visitation Rights.
Subject to the limitations of Section 4.6 and 4.7, 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 Agent or the Lenders may reasonably request (provided, however, that prior to the occurrence
of an Event of Default or Default that is continuing, such visits or inspections shall not exceed once per calendar year), provided that each Lender shall provide the Loan Parties and the Agent with reasonable written notice prior to any visit or
inspection. In the event any Lender desires to conduct an audit of any Loan Party, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by the Agent. 

6.8. Use of Proceeds. Use the Letters of Credit and the proceeds of the Revolving Advances only in accordance with Section 2.21
hereof. 
 6.9. Anti-Terrorism Laws. Shall not be (i) a Person with whom any Lender is restricted from doing business under
Executive Order No. 13224 or any other Anti-Terrorism Law, (ii) engaged in any business involved in making or receiving any contribution of funds, goods or services to or for the benefit of such a Person or in any transaction that evades
or avoids, or has the purpose of evading or avoiding, the prohibitions set forth in any Anti-Terrorism Law, or (iii) otherwise in violation of any Anti-Terrorism Law. The Loan Parties shall provide to the Lenders any certifications or
information that a Lender requests to confirm compliance by the Loan Parties with Anti-Terrorism Laws. 

  
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 6.10. Financial Covenants. 

(a) Fixed Charge Coverage Ratio. At any time a Trigger Event has occurred and until the occurrence of a Trigger Satisfaction Event,
the Loan Parties shall maintain a Fixed Charge Coverage Ratio of not less than 1.00 to 1.00, calculated as of the end of the fiscal quarter most recently ended prior to the occurrence of such Trigger Event, and measured thereafter as of the end of
each fiscal quarter, in each case for the four (4) consecutive fiscal quarters then ended. 
 (b) Minimum Liquidity. Ninety-one
(91) days prior to the stated maturity date of the 9.375% Senior Notes due 2019 and at all times thereafter until such 9.375% Senior Notes due 2019 have been paid in full or otherwise successfully refinanced, the Borrowers’ Liquidity shall
be not be less than Five Hundred Million and 00/100 Dollars ($500,000,000.00). 
 6.11. Insurance. 

(a) 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. The Loan Parties
shall comply with the covenants of such insurance policies. Risk of loss of, damage to, or destruction of the applicable Collateral is on the Loan Parties. If the Loan Parties fail to effect and keep in full force and effect such insurance, or fail
to pay the premiums when due, the Agent may (but shall not be obligated to) do so for the account of the Loan Parties and add the cost thereof to the Obligations. Each Loan Party agrees to cause the Agent to be added by endorsement, in form and
substance reasonably satisfactory to the Agent, as a lenders’ loss payee (for itself and the benefit of the Lenders) to all applicable policies of commercial property insurance of any Loan Party, as the Agent’s interests may appear, or
otherwise assign and set over to the Agent all monies which may become payable on account of such insurance with respect to any loss event(s) involving Inventory to the extent both the insurance proceeds with respect to such Inventory exceed
Twenty-Five Million and 00/100 Dollars ($25,000,000.00) and no Event of Default has occurred and is continuing and agrees to pay over any such amounts to the Agent to the extent such Loan Party or Loan Parties have not used such proceeds to purchase
or produce replacement Inventory during the one hundred eighty (180) day period commencing on the date such insurance proceeds become available to the such Loan Party or Loan Parties. In the event any such insurance proceeds are not eligible
hereunder to be paid directly to the applicable Loan Party or Loan Parties as provided for above, each such Loan Party or Loan Parties shall direct the applicable insurer(s) to pay the Agent any such amount so due. Upon the occurrence and
continuance of an Event of Default, the Agent shall be automatically and irrevocably appointed the attorney-in-fact of each Loan Party to, following the occurrence and
continuance of an Event of Default, endorse any draft or check that may be payable to such Loan Party in order to collect the proceeds of such insurance. Any balance of insurance proceeds remaining in the possession of the Agent after payment in
full of the Obligations shall be paid over to such Loan Party or its order. 

  
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 6.12. Payment of Indebtedness and Leasehold Obligations. Pay, discharge or otherwise
satisfy (i) at or before maturity (subject, where applicable, to specified grace periods, all its Indebtedness, except when the failure to do so could not reasonably be expected to result in a Material Adverse Change or when the amount or
validity thereof is currently being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due its rental obligations under all leases under which it is a tenant, and shall
otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect except where the failure to do so could not reasonably be expected to result in a Material Adverse Change or when the amount or
validity thereof is currently being Properly Contested. 
 6.13. Environmental Matters. 

(a) Ensure that the Real Property and all operations and businesses conducted thereon are in compliance and remain in compliance with all
Environmental Laws and it shall manage any and all Hazardous Materials on any Real Property in compliance with Environmental Laws except to the extent the failure to so comply could not reasonably be expected to result in a Material Adverse Change.

 (b) Establish and maintain an environmental management and compliance system to assure and monitor continued compliance with all
applicable Environmental Laws. All potential violations and violations of Environmental Laws shall be reviewed with in house or external legal counsel to determine any required reporting to applicable Governmental Bodies and any required corrective
actions to address such potential violations or violations. 
 (c) Respond promptly to any Hazardous Discharge or Environmental Complaint
and take all necessary action in order to safeguard the health of any Person and to avoid subjecting the Collateral or Real Property to any Lien. 

6.14. Standards of Financial Statements. Cause all financial statements referred to in Sections 9.7 and 9.8, as to which GAAP is
applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently
throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable). 

6.15. Reserved. 
 6.16.
Execution of Supplemental Instruments. Execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other
instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect. 

  
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 6.17. Government Receivables. To the extent that the Loan Parties desire to include such
Receivables in Eligible Receivables, take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act, the Uniform Commercial Code and all other applicable state or local statutes or ordinances
and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between any Loan Party and the United States, any state or any department, agency or instrumentality of any of
them which the Loan Parties desire to include in Eligible Receivables. 
 6.18. Depository Accounts; Blocked Account Agreements.
Within sixty (60) days of the Closing Date or such later date as the Agent shall reasonably determine, the Borrowers shall have opened Depository Accounts with Agent or Agent shall have received duly executed agreements establishing the Blocked
Accounts with financial institutions acceptable to Agent for the collection or servicing of the Receivables and proceeds of the Collateral and Agent shall have entered into Blocked Account Agreements or other similar agreements with the applicable
financial institutions, in each case, in form and substance satisfactory to Agent, with respect to such Blocked Accounts. 
 6.19.
Keepwell. If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap
Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by
any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan
Party shall only be liable under this Section 6.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 6.19, or otherwise under this Agreement or any Other Document,
voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 6.19 shall remain in full
force and effect until payment in full of the Obligations and termination of this Agreement and the Other Documents. Each Qualified ECP Loan Party intends that this Section 6.19 constitute, and this Section 6.19 shall be deemed to
constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA. 

  
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	VII.	NEGATIVE COVENANTS. 

 No Loan Party shall, until satisfaction in full of the Obligations and
termination of this Agreement: 
 7.1. Merger, Consolidation, Acquisition and Sale of Assets. 

(a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the
assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, provided that: 

(i) (A) any Borrower may merge or consolidate into another Borrower, (B) any Loan Party that is not a Borrower may merge
into another Loan Party that is not a Borrower, (C) any Loan Party that is not a Borrower may merge or consolidate into a Borrower so long as the Borrower survives such consolidation or merger, and (D) a Loan Party may merge or consolidate
into a Subsidiary that is not a Loan Party, so long as the Loan Party survives such consolidation or merger; provided that in each of the foregoing cases, the Loan Parties shall provide Agent with ten (10) days prior written notice of such
merger, consolidation or reorganization and shall deliver all of the relevant documents evidencing such merger, consolidation or reorganization; and 

(ii) subject to compliance with the Restricted Action Requirements, any Loan Party may enter into a Permitted Acquisition.

 (b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except: 

(i) transactions involving the sale of inventory in the Ordinary Course of Business; 

(ii) any sale, transfer or lease of assets in the Ordinary Course of Business which are no longer necessary or required in the
conduct of such Loan Party’s or such Subsidiary’s business; 
 (iii) subject to compliance with the Restricted
Action Requirements, any sale, transfer or lease of assets by any Loan Party (or by any Domestic Subsidiary that is wholly owned, directly or indirectly, by one or more Loan Parties) to any other Loan Party; 

(iv) any sale, transfer or lease of assets in the Ordinary Course of Business which are replaced by substitute assets; 

(v) the transfer of the HRPF and other non-material assets necessary or required in the conduct of the HRPF Venture’s
business to the HRPF Venture so long as (a) there shall not exist any Event of Default or Default immediately prior to and after giving effect to any such transfer, and (b) all Inventory owned by any Loan Party to be processed by the HRPF
Venture at the HRPF shall remain Inventory of such Loan Party at all times; or 
 (vi) subject to compliance with the
Restricted Action Requirements any sale, transfer or lease of properties or assets, other than those specifically excepted pursuant to clauses (i) through (v) above, provided that: 

 

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

  

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


  
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 7.2. Creation of Liens. Create or suffer to exist any Lien or transfer upon or against any
of its property or assets now owned or hereafter created or acquired, except Permitted Encumbrances. 
 7.3. Guarantees. Become
liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except (a) as disclosed on Schedule 7.3, (b) guarantees made in the Ordinary Course of
Business up to an aggregate amount of Twenty Million and 00/100 Dollars ($20,000,000.00), (c) guarantees by one or more Loan Parties of the Indebtedness, obligations or performance of any other Loan Parties or Subsidiaries of Loan Parties to
the extent such Indebtedness, obligations or performance of such Loan Parties or Subsidiaries of Loan Parties are permitted to be incurred and/or outstanding pursuant to the provisions of this Agreement and (d) the endorsement of checks in the
Ordinary Course of Business. 
 7.4. Investments. Purchase or acquire obligations or Equity Interests of, or any other interest in,
any Person, other than Permitted Investments. 
 7.5. Loans. Make advances, loans or extensions of credit to any Person, including
any Parent, Subsidiary or Affiliate other than Permitted Loans. 
 7.6. Reserved. 

7.7. Dividends and Restricted Payments. (i) Declare, pay or make any dividend or distribution on any Equity Interests of any Loan
Party (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any
options to purchase or acquire any Equity Interest of any Loan Party; or (ii) make any Restricted Payment, except that the following shall be permitted: (A) any Loan Party may pay or make any such dividend or distribution to its respective
equity holder so long as such equity holder is a Loan Party; and (B) if the Restricted Action Requirements have been met, the Loan Parties shall be permitted to make such dividends or distributions or Restricted Payments. With respect to tax
distributions permitted pursuant to this Section, in the event (x) the actual distribution to members made pursuant to this Section exceeds the actual income tax liability of any member due to such Loan Party’s status as a limited
liability company, or (y) if such Loan Party was a subchapter C corporation, such Loan Party would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Loan Party is a limited liability
company, then the members shall repay such Loan Party the amount of such excess or refund, as the case may be, no later than the date the annual tax return must be filed by such Loan Party (without giving effect to any filing extensions). In the
event such amounts are not repaid in a timely manner by any member, then such Loan Party shall not pay or make any 

  
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distribution with respect to, or purchase, redeem or retire, any membership interest of such Loan Party held or controlled by, directly or indirectly, such member until such payment has been
made. 
 7.8. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness. 

7.9. Nature of Business. Substantially change the nature of the business in which it is presently engaged and all businesses reasonably
related thereto, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business for assets or property which are useful in, necessary for and are to be
used in its business as presently conducted and all businesses reasonably related thereto. 
 7.10. Transactions with Affiliates.
Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate (other than Loan Parties and Subsidiaries of Loan Parties), except
(A) as set forth on Schedule 7.10, and (B) transactions entered into in the Ordinary Course of Business on an arm’s length basis on terms no less favorable than term which would have been obtainable from a Person other than an
Affiliate. 
 7.11. Reserved. 

7.12. Subsidiaries and Partnerships. 

(a) Subject to Section 7.1, form, acquire or otherwise create, on or after the date of this Agreement, directly or indirectly, any
Subsidiary (except entities described in Section 7.12(b) below) other than: 
 (i) Foreign Subsidiaries of the Loan Parties; 

(ii) Wholly-owned Domestic Subsidiaries of the Loan Parties if, as determined by the Agent, (A) (1) such Subsidiary expressly
becomes a Borrower and becomes jointly and severally liable for the obligations of Borrowers hereunder, under the Notes and under any other agreement between any Borrower and Lenders, by delivering to the Agent a Borrower Joinder and such other
documents reasonably required by the Agent to join this Agreement and the Other Documents as a Borrower, or (2) such Subsidiary becomes a Guarantor for the Obligations by, among other things, delivering to the Agent a Guarantor Joinder and such
other documents reasonably required by the Agent to join this Agreement and the Other Documents as a Guarantor, (B) Agent shall have received all documents, including Organizational Documents, legal opinions and all documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, in each case, as it may reasonably require in connection therewith, and (C) such Subsidiary shall
grant first priority, perfected Liens in its assets to the Agent for the benefit of the Lenders covering the same type of assets as the Collateral, provided, however, to the extent such Subsidiary becomes a Borrower, none of such assets which become
Collateral shall be included in the Formula Amount in accordance with the terms of this Agreement until such time as Agent makes such determination in its sole reasonable discretion based upon the field examination and/or appraisal of such assets in
form and substance acceptable to the Agent; and 
 (iii) The HRPF Venture so long as (a) there shall not exist any Event of Default or
Potential Default immediately prior to and after giving effect to the formation of the HRPF Venture; (b) ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the HRPF Venture at all
times; and (c) all Inventory owned by any Loan Party to be processed by the HRPF Venture at the HRPF shall remain Inventory of such Loan Party at all times (for purposes of clarity, the Restricted Action Requirements shall not apply to the HRPF
Venture). 
 (b) Except to the extent the Loan Parties are in compliance with the Restricted Action Requirements, enter into any other
partnership, joint venture or similar arrangement. 

  
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 7.13. Fiscal Year and Accounting Changes. Change its fiscal year from a fifty-two
(52)/fifty-three (53) week fiscal year beginning on the Monday closest to December 31st of the preceding calendar year and ending on the Sunday closest to December 31st of each calendar year; or make any material change (i) in accounting treatment and reporting practices except as required by GAAP or in accordance with SAB Topic 6.G(2)(b)1, Reporting
Requirements for Accounting Changes (codified in ASC 250-10-S99-4) affirmatively meeting the SEC preferability requirements or (ii) in tax reporting treatment except as required or permitted by law. 

7.14. Reserved. 
 7.15.
Amendment of Organizational Documents. (i) Change its legal name, (ii) change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), (iii) change its jurisdiction of
organization or become (or attempt or purport to become) organized in more than one jurisdiction, or (iv) otherwise amend, modify or waive any term or material provision of its Organizational Documents unless required by law, in any such case
without (x) giving at least five (5) days prior written notice of such intended change to Agent, (y) having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect
the enforceability and priority of its Liens in the Collateral belonging to such Loan Party and in the Equity Interests of such Loan Party and (z) in any case under clause (iv), having received the prior written consent of Agent and Required
Lenders to such amendment, modification or waiver. 
 7.16. Compliance with ERISA. (i) (x) Maintain, or permit any member
of the Controlled Group to maintain, or (y) become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Plan, other than those Plans disclosed on Schedule 5.8(d),
(ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in Section 406 of ERISA or Section 4975 of the Code which is not correctable under
EPCRS or VFCP and could not reasonably be expected to result in a Material Adverse Change, (iii) terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of any Loan Party or
any member of the Controlled Group or the imposition of a lien on the property of any Loan Party or any member of the Controlled Group pursuant to Section 4068 

  
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of ERISA, (iv) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan; (v) fail promptly to notify Agent of the occurrence of
any Termination Event, (vi) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan, (vii) fail to meet, permit any member of
the Controlled Group to fail to meet, or permit any Plan to fail to meet all minimum funding requirements under ERISA and the Code, without regard to any waivers or variances, or postpone or delay or allow any member of the Controlled Group to
postpone or delay any funding requirement with respect of any Plan, or (viii) cause, or permit any member of the Controlled Group to cause, a representation or warranty in Section 5.8(d) to cease to be true and correct. 

 

	VIII.	CONDITIONS PRECEDENT. 

 8.1. Conditions to Initial Advances. The agreement of Lenders to
make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent: 

(a) The Agent shall have received a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating
that the Loan Parties are in compliance with each of their representations, warranties, covenants and conditions hereunder and no Event of Default or Default exists and no Material Adverse Change has occurred since the date of the last audited
financial statements of ATI and its Subsidiaries delivered to the Agent; 
 (b) The Agent shall have received a certificate dated the
Closing Date and signed by the Secretary, an Assistant Secretary, Officer or Manager, as the case may be, of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement
and the Other Documents; (b) the names of the Authorized Officers authorized to sign this Agreement and the Other Documents and their true signatures; and (c) copies of its Organizational Documents as in effect on the Closing Date
certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where
organized or qualified to do business; 
 (c) The Agent shall have received good standing certificates, or similar certifications, for each
Loan Party dated not more than sixty (60) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Loan Party’s jurisdiction of incorporation or formation, as the case may be, and each
jurisdiction where the conduct of each entity’s business activities or the ownership of each such entity’s properties necessitates qualification; 

  
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 (d) The Agent shall have received this Agreement and each of the Other Documents signed by an
Authorized Officer; 
 (e) The Agent shall have received written opinion(s) of counsel for the Loan Parties, dated the Closing Date for the
benefit of the Agent and each Lender and in form and substance satisfactory to the Agent and its counsel; 
 (f) The Agent shall have
received, in form and substance satisfactory to Agent, (i) evidence that insurance required to be maintained under this Agreement is in full force and effect, (ii) insurance certificates issued by the Loan Parties’ insurance broker
containing such information regarding the Loan Parties’ casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured and lenders loss payee as provided herein, and (iii) lender loss payable
endorsements issued by the Loan Parties’ insurer naming Agent as lenders loss payee to the extent provided herein; 
 (g) The Agent
shall have received from the Borrowers a Borrowing Base Certificate as of June 28, 2015 demonstrating that (1) the aggregate amount of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Advances in the
amount requested by Borrowers on the Closing Date, (2) after giving effect to the initial Advances hereunder, Borrowers shall have Undrawn Availability of at least Two Hundred and Fifty Million and 00/100 Dollars ($250,000,000.00), and
(3) the Average Undrawn Availability as of the Closing Date after giving effect to the initial Advances hereunder; 
 (h) The Agent
shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert
claims with respect to the Collateral, as Agent and its counsel shall deem necessary; 
 (i) The Agent shall have received a copy of the
Projections in form and substance satisfactory to the Agent; 
 (j) Lien searches for each of the Loan Parties in acceptable scope and with
results acceptable to the Agent; 
 (k) The Agent shall have received (i) evidence acceptable to the Agent that all existing
Indebtedness that is to be paid by initial Advances hereunder will be paid in full, and (ii) evidence satisfactory to Agent that all necessary termination statements, satisfaction documents and any other applicable releases in connection with
any such existing Indebtedness and all other Liens with respect to Loan Parties that are not Permitted Encumbrances have been filed or arrangements satisfactory to Agent have been made for such filing; 

(l) The Agent shall have received evidence satisfactory to the Agent of the amount and nature of all contingent liabilities of the Loan
Parties including tax, ERISA, employee retirement benefit and other contingent liabilities; 
 (m) The Agent shall have received evidence
satisfactory to the Agent (i) no litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be 

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

(n) Each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law
or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in
which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence
of the payment of any necessary fee, tax or expense relating thereto; 
 (o) The Agent shall have received Lien Waiver Agreements in form
and substance satisfactory to the Agent (or the Agent shall have implemented appropriate rent reserves as determined by the Agent in its Permitted Discretion), with respect to all locations or places at which Inventory and books and records are
located as set forth on Schedule 4.4 hereto other than those locations of the Loan Parties identified on Schedule 4.4 at which less than Five Hundred Thousand and 00/100 Dollars ($500,000.00) of Collateral is located; 

(p) The Agent shall have completed a Collateral examination and received an Inventory appraisal, the results of which shall be satisfactory
in form and substance to Lenders; 
 (q) The Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing
Date hereunder, including pursuant to Article III hereof; 
 (r) (i) Since December 31, 2014 there shall not have occurred any event,
condition or state of facts which could reasonably be expected to result in a Material Adverse Change and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any
material respect; 
 (s) The Agent shall be reasonably satisfied that each Loan Party is in compliance with all pertinent federal, state,
local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Anti-Terrorism Laws; and 

(t) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions
contemplated by this Agreement shall be satisfactory in form and substance to Agent and its counsel. 

  
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 8.2. Conditions to Each Advance. The agreement of Lenders to make any Advance requested to
be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made: 

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to this
Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with
this Agreement, the Other Documents or any related agreement shall be true and correct in all respects on and as of such date as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any
earlier and/or specified date); 
 (b) No Default. No Event of Default or Default shall have occurred and be continuing on such
date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that
any Advances so made shall not be deemed a waiver of any such Event of Default or Default; 
 (c) Maximum Advances. In the case of
any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement; and 

(d) Optional Currency Letters of Credit. In the case of any Letter of Credit to be denominated in an Optional Currency, there shall
not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Agent or the Issuer would make it impracticable for such
Letter of Credit to be denominated in the relevant Optional Currency. 
 Each request for an Advance by any Loan Party hereunder shall
constitute a representation and warranty by each Loan Party as of the date of such Advance that the conditions contained in this subsection shall have been satisfied. 
  

	IX.	INFORMATION AS TO LOAN PARTIES. 

 Each Loan Party shall, or shall cause Borrowing Agent on its
behalf to, until satisfaction in full of the Obligations and the termination of this Agreement: 
 9.1. Disclosure of Material
Matters. Promptly upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectability of any portion of the Collateral, including any Loan Party’s reclamation or repossession of, or the return
to any Loan Party of, a material amount of goods or claims or material disputes asserted by any Customer or other obligor. 
 9.2.
Schedules. Deliver to Agent (i) concurrently with the delivery of each Borrowing Base Certificate required pursuant to Section 9.9 hereof, supporting documentation, supplemental reporting and such other information as the Agent
shall request in its Permitted Discretion; and (ii) on a weekly basis, commencing on the Thursday following a Weekly Borrowing Base Trigger Event and on each Thursday thereafter until a Weekly Borrowing Base Trigger Satisfaction Event occurs,
(a) a sales report, including sales journals and credit listings, and (b) a cash receipts journal. In addition, each Loan Party will deliver to Agent at such 

  
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intervals as Agent may require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further
schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers
advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by each Loan Party and delivered to Agent from time to
time solely for Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the
Collateral. Unless otherwise agreed to by Agent, the items to be provided under this Section 9.2 shall be delivered to Agent by the specific method of Approved Electronic Communication designated by Agent. 

9.3. Environmental Reports. 

(a) In the event any Loan Party obtains, gives or receives notice of any Release or threat of Release of a reportable quantity of any
Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”) or receives any notice of violation, request for information or notification that it is potentially responsible for
investigation or cleanup of environmental conditions at the Real Property, demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or
any Loan Party’s interest therein or the operations or the business (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person, including any Governmental Body, in each case where the facts underlying
such occurrence described in the preceding clause would reasonably be expected to result in a Material Adverse Change, then Borrowing Agent shall, within five (5) Business Days, give written notice of same to Agent detailing facts and
circumstances of which any Loan Party is aware giving rise to the Hazardous Discharge or Environmental Complaint. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Collateral and is not intended to
create nor shall it create any obligation upon Agent or any Lender with respect thereto. 
 9.4. Litigation. Promptly notify Agent in
writing of any claim, litigation, suit or administrative proceeding affecting any Loan Party, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case materially affects the
Collateral or which could reasonably be expected to result in a Material Adverse Change. 
 9.5. Material Occurrences. Immediately
notify Agent in writing upon the occurrence of: (a) any Event of Default or Default, (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present
fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued
for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Loan Party which might result in the
acceleration of the maturity of any Indebtedness, including the names and addresses of the 

  
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holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and
(e) any other development in the business or affairs of any Loan Party, which could reasonably be expected to result in a Material Adverse Change; in each case describing the nature thereof and the action Loan Parties propose to take with
respect thereto. 
 9.6. Reserved. 

9.7. Annual Financial Statements. Furnish Agent and Lenders within ninety (90) days after the end of each fiscal year of ATI and
its Subsidiaries, financial statements of ATI and its Subsidiaries on a consolidated basis including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of
such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent
certified public accounting firm selected by ATI and the Borrowers and satisfactory to Agent (the “Accountants”). In addition, the reports shall be accompanied by a Compliance Certificate from an Authorized Officer of ATI which shall
include, among other things, reasonably detailed calculations of the Fixed Charge Coverage Ratio as of the end of each fiscal quarter (regardless of whether a Trigger Event has occurred and is continuing), in each case for the four
(4) consecutive fiscal quarters then ending. 
 9.8. Quarterly Financial Statements. Furnish Agent and Lenders within forty-five
(45) days after the end of each fiscal quarter, an unaudited balance sheet of ATI and its Subsidiaries and unaudited statements of income, retained earnings and stockholders’ equity and cash flow of ATI and its Subsidiaries on a
consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject
to normal and recurring year-end adjustments that individually and in the aggregate are not material to the Loan Parties’ business operations and setting forth in comparative form the respective financial statements for the corresponding date
and period in the previous fiscal year. The reports shall be accompanied by a Compliance Certificate from an Authorized Officer of ATI which shall include, among other things, reasonably detailed calculations of the Fixed Charge Coverage Ratio as of
the end of each fiscal quarter (regardless of whether a Trigger Event has occurred and is continuing), in each case for the four (4) consecutive fiscal quarters then ending. 

Information required to be delivered pursuant to Sections 9.7 and 9.8 above, shall be deemed to have been delivered to the Agent and each
Lender on the date on which such information is available on the website of the SEC at http://www.sec.gov without charge (to the extent such information has been posted or is available as described in such notice). 

9.9. Borrowing Base Certificates. Furnish Agent and Lenders within thirty (30) days after the end of each month as and for the
prior fiscal month a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior fiscal month and which shall not be binding upon Agent or restrictive of Agent’s rights under
this Agreement). If a Weekly Borrowing Base Trigger Event occurs, (i) within three (3) Business Days of such applicable Weekly Borrowing Base Trigger Event, a Borrowing Base Certificate shall be furnished to the Agent and the Lenders based
on the most recent fiscal week 

  
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ended five (5) days or more prior to the date of such applicable Weekly Borrowing Base Trigger Event, and (ii) thereafter, within three (3) Business Days after each fiscal week
until such time as a Weekly Borrowing Base Trigger Satisfaction Event occurs, a Borrowing Base Certificate shall be furnished to the Agent and the Lenders based on the most recently ended fiscal week. 

9.10. SEC Reports; Shareholder Communications. Furnish Agent promptly as soon as available, reports including Form 8-K, registration
statements and prospectuses and other shareholder communications, filed by ATI with the SEC and not posted to the EDGAR website. 
 9.11.
Additional Information. Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Other Documents
have been complied with by Loan Parties party thereto including, without the necessity of any request by Agent, (a) at least twenty (20) days prior thereto, notice of any Loan Party’s opening of any new office or place of business or
any Loan Party’s closing of any existing office or place of business where Collateral is located, (c) promptly upon any Loan Party’s learning thereof, notice of any labor dispute to which any Loan Party may become a party, any strikes
or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which any Loan Party is a party or by which any Loan Party is bound where such events would reasonably be expected to result in a Material
Adverse Change, and (d) promptly upon any Loan Party’s learning thereof, notice of any Designated Customer’s failure to maintain a rating of either “Baa3” or higher from Moody’s, “BBB-” or higher from
Standard & Poor’s, or “BBB-” or higher from Fitch. 
 9.12. Projected Operating Budget. Furnish Agent and
Lenders, no later than January 31st of each fiscal year a fiscal quarter by fiscal quarter projected operating budget and cash flow of ATI on a consolidated basis for such fiscal year
(including an income statement for each fiscal quarter and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by an Authorized Officer of ATI to the effect that such
projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such
projections were prepared (it being understood that such projections are and will be subject to significant uncertainties and contingencies, many of which are beyond the Loan Parties’ control, and that no assurance can be given that the
projections will be realized). 
 9.13. Reserved. 

9.14. Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any
material Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party’s business, and (ii) any refusal by any Governmental Body or any other Person to renew or extend any
such Consent. 
 9.15. ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that (i) any Loan
Party or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Loan Party or any member of the


  
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Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with
respect thereto, (ii) except for actions or omissions correctable under EPCRS or VFCP and which could not reasonably be expected to result in a Material Adverse Change, any Loan Party or any member of the Controlled Group knows or has reason to
know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which such Loan Party or any member of the Controlled Group has
taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by any Loan Party or any member of the Controlled Group with respect to
such request, (iv) subject to the impacts of plan terminations and consolidations and the impact of labor contracts, any material increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement of
contributions to any Plan to which any Loan Party or any member of the Controlled Group was not previously contributing shall occur, (v) any Loan Party or any member of the Controlled Group shall receive from the PBGC a notice of intention to
terminate a Plan or to have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) any Loan Party or any member of the Controlled Group shall receive an unfavorable determination letter or any other notice from
the Internal Revenue Service revoking the qualified status of any Plan that is intended to be qualified under Section 401(a) of the Code, together with copies of each such letter or notice; (vii) any Loan Party or any member of the
Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (vii) any Loan Party or any member of the Controlled Group shall fail to make a required installment or any
other required payment under the Code or ERISA on or before the due date for such installment or payment; or (ix) any Loan Party or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the
administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan or (d) a
Multiemployer Plan is subject to Section 432 of the Code or Section 305 of ERISA. 
 9.16. Additional Documents. Execute
and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement. 

9.17. Updates to Certain Schedules. Promptly deliver to the Agent updates to the Schedules to this Agreement as shall be required to
maintain the related representations and warranties as true and correct; provided that, absent the occurrence and continuance of any Event of Default, Loan Parties shall only be required to provide updates to the list of Designated Customers set
forth on Schedule 5.28 from time to time but not less than on a quarterly basis. Any such updated Schedules delivered by Loan Parties to Agent in accordance with this Section 9.17 shall automatically and immediately be deemed to amend
and restate the prior version of such Schedule previously delivered to Agent and attached to and made part of this Agreement. 
 9.18.
Financial Disclosure. Each Loan Party hereby irrevocably authorizes and directs all accountants and auditors employed by such Loan Party at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Loan
Party’s financial statements, trial balances or other accounting records of any sort in the independent accountant’s or auditor’s possession, and to disclose to Agent and each Lender any information such accountants may have
concerning such Loan Party’s financial status and business operations. 

  
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	X.	EVENTS OF DEFAULT. 

 The occurrence of any one or more of the following events shall constitute
an “Event of Default”: 
 10.1. Nonpayment. Failure by any Borrower to pay when due (a) any principal or interest on
the Obligations (including without limitation pursuant to Section 2.9), or (b) any other fee, charge, amount or liability provided for herein or in any Other Document, in each case whether at maturity, by reason of acceleration pursuant to
the terms of this Agreement, by notice of intention to prepay or by required prepayment. 
 10.2. Breach of Representation. Any
representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection
herewith or therewith shall prove to have been incorrect or misleading in any material respect on the date when made or deemed to have been made; 

10.3. Financial Information. Failure by any Loan Party to (i) furnish financial information required to be provided under
Section 9.7 and/or Section 9.8, as applicable, hereof when due or within fifteen (15) days after receipt of a request, or (ii) permit the inspection of its books or records or access to its premises for audits and appraisals in
accordance with the terms hereof; 
 10.4. Reserved. 

10.5. Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) failure or neglect of any Borrower,
any Guarantor or any Person to perform, keep or observe any term, provision, condition, covenant herein contained, or contained in any Other Document or any other agreement or arrangement, now or hereafter entered into between any Borrower, any
Guarantor or such Person, and Agent or any Lender, or (ii) failure or neglect of any Loan Party to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.5, 6.1, 6.3, 6.11, 6.17, 9.4 or 9.6 hereof which is
not cured within ten (10) days from the occurrence of such failure or neglect; 
 10.6. Judgments. Any (a) judgment or
judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any and/or all Borrowers or Guarantors in excess of available insurance for an aggregate amount in excess of Seventy Five Million and 00/100 Dollars
($75,000,000.00) and (b) (i) action shall be legally taken by any judgment creditor to levy upon assets or properties of any Borrower or any Guarantor to enforce any such judgment, (ii) such judgment shall remain undischarged for a
period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect, or (iii) any Liens (subject only to Permitted Encumbrances) arising by virtue
of the rendition, entry or issuance of such judgment upon the Collateral shall be senior to any Liens in favor of Agent on such Collateral; 

  
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 10.7. Bankruptcy. Any Loan Party or Domestic Subsidiary of a Loan Party shall
(i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its
inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal
bankruptcy or receivership laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file
a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy
laws, or (viii) take any action for the purpose of effecting any of the foregoing; 
 10.8. Reserved. 

10.9. Lien Priority. Any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is
not a valid and perfected Lien having a first priority interest (subject only to Permitted Encumbrances); 
 10.10. Reserved. 

10.11. Cross Default. Either (x) any specified “event of default” under any Indebtedness (other than the Obligations) of
any Loan Party with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of One Hundred Million and 00/100 Dollars ($100,000,000.00) or more, or any other
event or circumstance which would permit the holder of any such Indebtedness of any Loan Party to accelerate such Indebtedness (and/or the obligations of Loan Party thereunder) prior to the scheduled maturity or termination thereof, shall occur
(regardless of whether the holder of such Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Indebtedness) or (y) a default of the obligations of any Loan Party under any other
agreement to which it is a party shall occur which has or is reasonably likely to result in a Material Adverse Change; 
 10.12. Breach
of Guaranty. Termination or breach of any Guaranty or similar agreement executed and delivered to Agent in connection with the Obligations of any Borrower, or if any Guarantor or pledgor attempts to terminate, challenges the validity of, or its
liability under, any such Guaranty or similar agreement; 
 10.13. Change of Control. Any Change of Control shall occur; 

10.14. Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason, cease to be valid and binding
on any Borrower or any Guarantor, or any Borrower or any Guarantor shall so claim in writing to Agent or any Lender or any Loan Party challenges the validity of or its liability under this Agreement or any Other Document; 

10.15. Seizures. (a) Any portion of the Collateral shall be seized, garnished or taken by a Governmental Body, or any Borrower or
any Guarantor, or (b) the title and rights of any 

  
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Borrower or any Guarantor which is the owner of any material portion of the Collateral shall have become the subject matter of claim, litigation, suit, garnishment or other proceeding which
might, in the opinion of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents. 

10.16. Operations. The operations of any Borrower’s or any Guarantor’s manufacturing facility are interrupted at any time for
more than thirty (30) consecutive days, which interruption would reasonably be expected to result in a Material Adverse Change. 

10.17. Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan
and, as a result of such event or condition, together with all other such events or conditions, any Loan Party or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the
PBGC (or both) which, in the reasonable judgment of Agent, would result in a Material Adverse Change; or the occurrence of any Termination Event, or any Loan Party’s failure to immediately report a Termination Event in accordance with
Section 9.15 hereof. 
 10.18. Anti-Money Laundering/International Trade Law Compliance. Any representation or warranty
contained in Section 16.18 is or becomes false or misleading at any time. 
  

	XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT. 

 11.1. Rights and Remedies. 

(a) Upon the occurrence of: (i) an Event of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations
shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated, (ii) any of the other Events of Default and at any time thereafter, at the option of Agent or at the direction of
Required Lenders all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement and to terminate the obligation of Lenders to make Advances; and (iii) without limiting
Section 8.2 hereof, any Default under Sections 10.7(vii) hereof, the obligation of Lenders to make Advances hereunder shall be suspended until such time as such involuntary petition shall be dismissed. Upon the occurrence of any Event of
Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests
granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of any Loan Party’s premises or other
premises without legal process and without incurring liability to any Loan Party therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent
may deem advisable and Agent may require Loan Parties to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public
or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to


  
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decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Loan Parties reasonable notification of such sale or sales, it being agreed that in all events
written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or
any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and
released by each Loan Party. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each
Loan Party’s (a) Intellectual Property which is necessary in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) equipment for the purpose of
completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the
Obligations as they are converted into cash. If any deficiency shall arise, Loan Parties shall remain liable to Agent and Lenders therefor. 

(b) To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Loan Party
acknowledges and agrees that it is not commercially unreasonable for Agent: (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into
finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party
consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims
against Collateral; (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of
Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Loan Party, for expressions of interest in
acquiring all or any portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by
utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather
than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or
to provide to Agent a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals
to assist Agent in the collection or disposition of any of the Collateral. Each Loan Party acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Agent would not be
commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed 

  
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commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be
construed to grant any rights to any Loan Party or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b). 

11.2. Agent’s Discretion. Agent shall have the right in its sole discretion to determine which rights, Liens, security interests
or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures, timing and methodologies to employ, and what any other action to take with respect to any or all of the Collateral and in what order, thereto and such
determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as against Loan Parties or each other. 

11.3. Setoff. Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under Applicable Law,
upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any Loan Party’s property held by Agent and such Lender or any of their Affiliates to reduce
the Obligations and to exercise any and all rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or such Lender. 

11.4. Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the
exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative. 

11.5. Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the
occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Obligations (including without limitation any amounts on account of any of Commodity Hedge Liabilities, Hedge Liabilities and
any Other Lender Provided Financial Service Product Liabilities), or in respect of the Collateral shall be paid over or delivered as follows: 

FIRST, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees,
payable to the Agent in its capacity as such, the Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among the Agent, the Issuer and PNC (as the lender of Swing Loans) in proportion to the respective amounts
described in this clause First payable to them; 
 SECOND, to the payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the Lenders under this Agreement and the Other Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this
clause Second payable to them; 
 THIRD, to the payment of that portion of the Obligations constituting accrued and unpaid interest
on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; 

  
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 FOURTH, to the payment of that portion of the Obligations constituting unpaid principal of the
Loans and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them and payment to the Agent for the account of the Issuer, to cash collateralize any undrawn
amounts under outstanding Letters of Credit; 
 FIFTH, to the payment obligations then owing under Lender Provided Interest Rate Hedges,
Lender Provided Foreign Currency Hedges, Lender Provided Commodity Hedges, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuer, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest
Rate Hedges, Lender Provided Foreign Currency Hedges, Lender Provided Commodity Hedges, and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fifth held by them; and 

LAST, the balance, if any, to the Loan Parties or as required by Law. 

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application
to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Commodity Hedge Liabilities,
Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such Lender bears to the aggregate then outstanding Advances, Commodity Hedge Liabilities, Hedge Liabilities and any Other Lender Provided Financial
Service Product Liabilities) of amounts available to be applied pursuant to this Section 11.5; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with
amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap
Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are
Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5. 
  

	XII.	WAIVERS AND JUDICIAL PROCEEDINGS. 

 12.1. Waiver of Notice. Each Loan Party hereby waives
notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or
delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein. 

12.2. Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as
a waiver of such or any other right, remedy or option or of any Default or Event of Default. 

  
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 12.3. Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY. 
  

	XIII.	EFFECTIVE DATE AND TERMINATION. 

 13.1. Term. This Agreement, which shall inure to the
benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until September 23, 2020 (the
“Term”) unless sooner terminated as herein provided. The Loan Parties may terminate this Agreement at any time upon ninety (90) days prior written notice to Agent upon payment in full of the Obligations. 

13.2. Termination. The termination of the Agreement shall not affect Agent’s or any Lender’s rights, or any of the
Obligations having their inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to accrue after such date, and the provisions hereof shall continue to be fully operative until all
transactions entered into, rights or interests created and Obligations have been fully and indefeasibly paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing
statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of the
Obligations of each Borrower have been indefeasibly paid and performed in full after the termination of this Agreement or each Loan Party has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto.
Accordingly, each Loan Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to
each Loan Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. Upon the
occurrence of (a) payment and performance in full of the Obligations, (b) expiration of all Letters of Credit and (c) termination of this Agreement, the Agent shall, at the sole expense of the Loan Parties, promptly but in any event
within thirty (30) days of such occurrence, take such action as 

  
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is reasonably necessary to file UCC-3 termination statements or other termination documents, as applicable, with respect to filings made by or on behalf of the Agent hereunder and, in the event
the Agent shall not have taken such action as required hereunder, each Loan Party shall be authorized by the Agent (for itself and on behalf of the Lenders) to file such UCC-3 termination statements or such other termination documents with respect
to such filings. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full. 

 

	XIV.	REGARDING AGENT. 

 14.1. Appointment. Each Lender hereby designates PNC to act as Agent
for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform
such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral, payments of principal and
interest, fees (except the fees set forth in Sections 2.8(b) and 3.3) charges and collections received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or
employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the instructions of Required Lenders, and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which, in Agent’s
discretion, exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto. 

14.2. Nature of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other
Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or
willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other
Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Loan Party to perform its obligations hereunder. Agent shall
not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or
records of any Loan Party. The duties of Agent as respects the Advances to Loan Parties shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary 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 Agent any obligations in respect of this Agreement or the transactions described herein except as expressly set forth herein. 

  
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 14.3. Lack of Reliance on Agent. Independently and without reliance upon Agent or any
other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Borrower and each Guarantor in connection with the making and the continuance of the Advances
hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower and each Guarantor. 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 making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party pursuant to the
terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution,
effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Loan Party, or be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement, the Notes, the Other Documents or the financial condition or prospects of any Loan Party, or the existence of any Event of Default or any Default. 

14.4. Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written notice to each Lender and Borrowing Agent
and upon such resignation, Required Lenders will promptly designate a successor Agent reasonably satisfactory to Loan Parties (provided that no such approval by Loan Parties shall be required (i) in any case where the successor Agent is one of
the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title
and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including all account control agreements), and the term “Agent” shall mean 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. However, notwithstanding the foregoing, if at the time of the effectiveness
of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the
Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for
perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any
further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the
provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement (and in the 

  
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event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this
Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens). 

14.5. Certain Rights of Agent. If Agent shall request instructions from Lenders with respect to any act or action (including failure to
act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Required Lenders; and Agent shall not incur liability
to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of
Required Lenders. 
 14.6. Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by
the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be
liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care. 
 14.7. Notice of
Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrowing Agent referring to this
Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. Agent shall
take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders. 

14.8. Indemnification. To the extent Agent is not reimbursed and indemnified by Loan Parties, each Lender will reimburse and indemnify
Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the
percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts from and against any and 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 Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders
shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final non-appealable judgment). 

  
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 14.9. Agent in its Individual Capacity. With respect to the obligation of Agent to lend
under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall,
unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with any Loan Party as if it were not performing the duties specified herein, and may accept fees and other
consideration from any Loan Party for services in connection with this Agreement or otherwise without having to account for the same to Lenders. 

14.10. Delivery of Documents. To the extent Agent receives financial statements required under Sections 9.7 and 9.8 or Borrowing Base
Certificates from any Loan Party pursuant to the terms of this Agreement which any Loan Party is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders. 

14.11. Loan Parties’ Undertaking to Agent. Without prejudice to their respective obligations to Lenders under the other provisions
of this Agreement, each Loan Party hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the
extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Loan Party’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement. 

14.12. No Reliance on Agent’s Customer Identification Program. To the extent the Advances or this Agreement is, or becomes,
syndicated in cooperation with other Lenders, each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on 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 Other Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer
notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws. 
 14.13. Other Agreements. Each
of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to any
Loan Party or any deposit accounts of any Loan Party now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically requested to do
so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall
be taken in concert and at the direction or with the consent of Agent or Required Lenders. 

  
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	XV.	BORROWING AGENCY. 

 15.1. Borrowing Agency Provisions. 

(a) Each Loan Party hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to (i) borrow,
(ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of
credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of
Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name such Loan Party
or Loan Parties, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent. 

(b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is
solely as an accommodation to Loan Parties and at their request. Neither Agent nor any Lender shall incur liability to Loan Parties as a result thereof. To induce Agent and Lenders to do so and in consideration thereof, each Loan Party hereby
indemnifies Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred
by reason of the handling of the financing arrangements of Loan Parties as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this
Section 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). 

(c) All Obligations shall be joint and several, and each Loan Party shall make payment upon the maturity of the Obligations by acceleration
or otherwise, and such obligation and liability on the part of each Loan Party shall in no way be affected by any extensions, renewals and forbearance granted by Agent or any Lender to any Loan Party, failure of Agent or any Lender to give any Loan
Party notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Loan Party, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Loan Party, and such
agreement by each Loan Party to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the other Loan Parties or any Collateral for such Loan Party’s Obligations or the lack
thereof. Each Loan Party waives all suretyship defenses. 
 (d) Notwithstanding any provisions regarding joint and several liability
contained in this Agreement or in any agreements related hereto, this Agreement and such other agreements shall not constitute and shall not be construed as a guaranty by any Loan Party of any obligations which ATI may have hereunder, under any
separate Guaranty executed by ATI or any other agreement related hereto to which ATI is a party. 
 15.2. Waiver of Subrogation. Each
Loan Party expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Loan Party may now or hereafter have against the other Loan Parties or any other Person directly or
contingently liable for the Obligations hereunder, or against or with respect to any other Loan Parties’ property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance
of this Agreement, until termination of this Agreement and repayment in full of the Obligations. 

  
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	XVI.	MISCELLANEOUS. 

 16.1. Governing Law. This Agreement and each Other Document (unless and
except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania. Any judicial proceeding brought by or against any Loan Party with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any
court of competent jurisdiction in the Commonwealth of Pennsylvania, United States of America, and, by execution and delivery of this Agreement, each Loan Party accepts for itself and in connection with its properties, generally and unconditionally,
the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Loan Party hereby waives personal service of any and all process upon it and consents
that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after
the same shall have been so deposited in the mail of the United States of America, or, at Agent’s option, by service upon Borrowing Agent which each Loan Party irrevocably appoints as such Loan Party’s agent for the purpose of accepting
service within the Commonwealth of Pennsylvania. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against any Loan Party in the courts of any
other jurisdiction. Each Loan Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Loan Party waives
the right to remove any judicial proceeding brought against such Loan Party in any state court to any federal court. Any judicial proceeding by any Loan Party against Agent or any Lender involving, directly or indirectly, any matter or claim in any
way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of Allegheny, Commonwealth of Pennsylvania. 

16.2. Entire Understanding. 

(a) This Agreement and the documents executed concurrently herewith contain the entire understanding between each Loan Party, Agent and each
Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in
writing, signed by each Loan Party’s, Agent’s and each Lender’s respective officers. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or
terminated 

  
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orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Notwithstanding the foregoing, Agent may modify this Agreement or
any of the Other Documents for the purposes of completing missing content or correcting erroneous content of an administrative nature, without the need for a written amendment, provided that the Agent shall send a copy of any such modification to
the Loan Parties and each Lender (which copy may be provided by electronic mail). Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral
representations or statements inconsistent with the terms and provisions of this Agreement. 
 (b) Required Lenders, Agent with the consent
in writing of Required Lenders, and Loan Parties may, subject to the provisions of this Section 16.2(b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by Loan Parties, for the
purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Loan Parties thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder,
but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall: 
 (i) increase
the Revolving Commitment Amount of any Lender without the consent of such Lender; 
 (ii) whether or not any Advances are outstanding,
extend the Term or the time for payment of principal or interest of any Advance (excluding the due date of any mandatory prepayment of an Advance), or any fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by
any Advances or reduce any fee payable to any Lender, without the consent of each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind any imposition of the Default Rate under Section 3.1 or of default
rates of Letter of Credit fees under Section 3.2 (unless imposed by Agent)); 
 (iii) alter the definition of the term Required
Lenders or Supermajority Lenders or alter, amend or modify this Section 16.2(b) or any other provision hereof relating to the pro rata treatment of the Lenders without the consent of all Lenders; 

(iv) alter, amend or modify the provisions of Section 11.5 without the consent of all Lenders; 

(v) release any Collateral during any calendar year (other than in connection with a disposition of such Collateral permitted under
Section 7.1 or otherwise in accordance with the provisions of this Agreement) having an aggregate value in excess of Twenty Million and 00/100 Dollars ($20,000,000.00) without consent of all Lenders (other than in connection with a disposition
of such Collateral permitted under Section 7.1 or otherwise in accordance with the provisions of this Agreement); 
 (vi) change the
rights and duties of Agent without the consent of all Lenders; 

  
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 (vii) subject to clause (e) below, permit any Revolving Advance to be made if, after giving
effect thereto, the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Formula Amount without the consent
of all Lenders; 
 (viii) increase the Advance Rates above the Advance Rates in effect on the Closing Date or change any of the other
definitions used in the calculation of the Formula Amount in a manner that could increase the availability of any Revolving Advances under Section 2.1 without the consent of the Supermajority Lenders; provided that the use by the Agent
of its Permitted Discretion to make adjustments to eligibility criteria or to impose or remove reserves, in each case in accordance with the terms of this Agreement, shall not require the consent of any Lender; or 

(ix) release any Guarantor or Borrower without the consent of all Lenders except any Guarantor or Borrower, the ownership interests of which
are sold or otherwise disposed of or transferred to Persons other than Loan Parties or Subsidiaries of Loan Parties in a transaction permitted under Section 7.1. 

(c) Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Loan Parties, Lenders and Agent and all
future holders of the Obligations. In the case of any waiver, Loan Parties, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a
specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon. 

(d) In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and such consent is denied, then Agent may,
at its option, require such Lender to assign its interest in the Advances to Agent or to another Lender or to any other Person designated by Agent (the “Designated Lender”), for a price equal to (i) the then outstanding principal
amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event Agent elects to require any Lender to assign its interest to Agent or to the
Designated Lender, Agent will so notify such Lender in writing within forty five (45) days following such Lender’s denial, and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) days
following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, Agent or the Designated Lender, as appropriate, and Agent. 

(e) Notwithstanding (i) the existence of a Default or an Event of Default, (ii) that any of the other applicable conditions
precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, Agent may at
its discretion and without the consent of any Lender, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount at such time by up to ten percent (10%) of the Formula Amount for up to sixty
(60) consecutive Business Days (the “Out-of-Formula Loans”). If Agent is willing in its sole and absolute discretion to permit such Out-of-Formula 

  
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Loans, Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in accordance with their respective Revolving Commitment Percentages, and such Out-of-Formula
Loans shall be payable on demand and shall bear interest at the Default Rate; provided that, if Agent does permit Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a) nor shall any
Lender be obligated to fund Revolving Advances in excess of its Revolving Commitment Amount. For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due
to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either “Eligible Receivables” or “Eligible Inventory”, as applicable, becomes
ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the
outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent
with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence. To the
extent any Out-of-Formula Loans are not actually funded by the other Lenders as provided for in this Section 16.2(e), Agent may elect in its discretion to fund such Out-of-Formula Loans and any such Out-of-Formula Loans so funded by Agent shall
be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with
respect to such Revolving Advances. 
 (f) In addition to (and not in substitution of) the discretionary Revolving Advances permitted above
in this Section 16.2, Agent is hereby authorized by Loan Parties and Lenders, at any time in Agent’s sole discretion, regardless of (i) the existence of a Default or an Event of Default, (ii) whether any of the other applicable
conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement,
to make Revolving Advances (“Protective Advances”) to Loan Parties on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the Collateral, or any portion thereof,
(b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Loan Parties pursuant to the terms of this Agreement (the “Protective
Advances”); provided, that the Protective Advances plus all Out-of-Formula Loans made hereunder shall not exceed ten percent (10%) of the Maximum Revolving Advance Amount in the aggregate and provided further that at any time after giving
effect to any such Protective Advances, the outstanding Revolving Advances, Swing Loans, and the Maximum Undrawn Amount of all outstanding Letters of Credit do not exceed the Maximum Revolving Advance Amount. Agent’s authorization to make
Protective Advances in accordance with this Section 16.2(f) may be revoked at any time by the Required Lenders and any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof. Lenders
holding the Revolving Commitments shall be obligated to fund such Protective Advances and effect a settlement with Agent therefor upon demand of Agent in accordance with their 

  
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respective Revolving Commitment Percentages and such Protective Advances shall bear interest at the Default Rate. To the extent any Protective Advances are not actually funded by the other
Lenders as provided for in this Section 16.2(f), any such Protective Advances funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and
remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances. 

16.3. Successors and Assigns; Participations; New Lenders. 

(a) This Agreement shall be binding upon and inure to the benefit of the Loan Parties, Agent, each Lender, all future holders of the
Obligations and their respective successors and assigns, except that no Loan Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender. 

(b) Each Loan Party acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time
to time sell participating interests in the Advances to other Persons (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off) with
respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that (i) the Loan Parties shall not be required to pay to any Participant more
than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other
Obligations payable hereunder unless the sale of the participation to such Participant is made with Loan Party’s prior written consent, and (ii) in no event shall Loan Parties be required to pay any such amount arising from the same
circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Loan Party hereby grants to any Participant a continuing security interest in any deposits, moneys or other
property actually or constructively held by such Participant as security for the Participant’s interest in the Advances. 
 (c) Any
Lender, with the consent of Agent, may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances under this Agreement and the Other Documents to one or more additional Persons and one or more
additional Persons may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than Five Million and 00/100 Dollars ($5,000,000.00), pursuant to a Commitment Transfer Supplement, executed by a
Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement,
(i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage as set forth therein, and
(ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such
Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of 

  
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such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations
of such transferor Lender under this Agreement and the Other Documents. Each Loan Party hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages arising from the purchase by such
Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. 

(d) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or
transfer all or any portion of its rights and obligations under or relating to Revolving Advances under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that
(i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an
Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement modified as
appropriate to reflect the interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for
recording. Upon such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in
such Modified Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its
obligations under this Agreement, the Modified Commitment Transfer Supplement creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary
to reflect the addition of such Purchasing CLO. 
 (e) The Loan Parties shall, with respect each of clause (c) and (d) above,
execute and deliver such further documents and do such further acts and things in order to effectuate the transactions contemplated by clause (c) or (d), as applicable; provided, however, that the consent of Borrowers (such
consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Permitted Assignee; provided,
further, that Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within five (5) Business Days after having received prior notice thereof. 

(f) Agent shall maintain at its address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer Supplement delivered
to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive,
in the absence of manifest error, and each Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement. The Register shall be available for
inspection by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable 

  
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prior notice. Agent shall receive a fee in the amount of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) payable by the applicable Purchasing Lender and/or Purchasing CLO upon the
effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO. 

(g) Each Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in
such Lender’s possession concerning such Borrower which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower. 

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

16.4. Application of Payments. Agent shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any
and all proceeds of Collateral to any portion of the Obligations. To the extent that any Loan Party makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for any Loan Party’s benefit, which are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the
Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender. 

16.5. Indemnity. Each Loan Party shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender and each of their
respective officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions,
judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel (including allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on,
incurred by, or asserted against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: (i) this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions
contemplated hereby including the transactions contemplated by this Agreement, (ii) any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating
to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby, (iii) any Borrower’s or any
Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, (iv) the enforcement
of any of the rights and remedies of Agent, Issuer or any Lender under the Agreement and the Other Documents, (v) any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism


  
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Law by any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, and (vi) any claim, litigation, proceeding or investigation instituted or conducted by any Governmental
Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto.
Without limiting the generality of any of the foregoing, each Loan Party shall defend, protect, indemnify, pay and save harmless each Indemnified Party from any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party
arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder. Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders,
but including any intangibles taxes, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lenders or Loan Parties on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of
the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Loan Parties will pay (or will promptly reimburse Agent and Lenders for payment of) all such taxes,
including interest and penalties thereon, and will indemnify and hold the Indemnified Parties harmless from and against all liability in connection therewith. 

16.6. Notice. Any notice or request hereunder may be given to Borrowing Agent or any Loan Party or to Agent or any Lender at their
respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of
this Section 16.6 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 by means of electronic transmission (i.e.,
“e-mail”) or facsimile transmission or by setting forth such Notice on a website to which the Loan Parties are directed (an “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access
such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 16.6) in accordance with this Section 16.6. Any such Notice must be delivered to the applicable parties hereto at the
addresses and numbers set forth under their respective names on Section 16.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.6. Any Notice shall be
effective: 
 (a) In the case of hand-delivery, when delivered; 

(b) If given by mail, four (4) days after such Notice is deposited with the United States Postal Service, with first-class postage
prepaid, return receipt requested; 
 (c) 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, an Internet Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next
Business Day); 
 (d) 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; 

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

(f) In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary to access such site)
by another means set forth in this Section 16.6; and 
 (g) If given by any other means (including by overnight courier), when
actually received. 
 Any Lender giving a Notice to Borrowing Agent or any Loan Party shall concurrently send a copy thereof to Agent, and
Agent shall promptly notify the other Lenders of its receipt of such Notice. 
  

	 	(A)	If to Agent or PNC at: 

 PNC Bank, National Association 

Three PNC Plaza, Sixth Floor 

225 Fifth Avenue 
 Pittsburgh,
Pennsylvania 15222 

			
	Attention:	    	Douglas Hoffman, Vice President
	Telephone:	    	(412) 768-1333
	Facsimile:	    	(412) 768-4369

 with a copy to: 

PNC Bank, National Association 

PNC Agency Services 
 PNC
Firstside Center 
 500 First Avenue, 4th Floor 

Pittsburgh, Pennsylvania 15219 

Attention: Lisa Pierce 

Telephone: (412) 762-6442 

Facsimile: (412) 762-8672 

with an additional copy to: 

Clark Hill PLC 
 One Oxford
Centre 
 301 Grant Street, 14th Floor 

Pittsburgh, Pennsylvania 15219-1425 

Attention: Jeffrey J. Conn, Esquire 

			
	Telephone:	    	(412) 394-2324
	Telecopier:	    	(412) 394-2555

  

	 	(B)	If to a Lender other than Agent, as specified on the signature pages hereof 


  
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	 	(C)	If to Borrowing Agent or any Loan Party: 

 Allegheny Technologies Incorporated 

1000 Six PPG Place 
 Pittsburgh,
Pennsylvania 15222-5479 
 Attention: Rose Marie Manley, Vice President and Treasurer 

Telephone: (412) 394-3047 

Facsimile:                      

with a copy to: 
 Allegheny
Technologies Incorporated 
 1000 Six PPG Place 

Pittsburgh, Pennsylvania 15222-5479 

Attention: Elliot S. Davis, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary 

Telephone: (412) 394-2835 

Facsimile: (412) 394-3010 

16.7. Survival. The obligations of Loan Parties under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 and the
obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations. 

16.8. Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such
provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible. 

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

  
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 16.10. Injunctive Relief. Each Loan Party recognizes that, in the event any Loan Party
fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders;
therefor, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy. 

16.11. Consequential Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to any Loan
Party (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a
result of any transaction contemplated under this Agreement or any Other Document. 
 16.12. Captions. The captions at various places
in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement. 
 16.13.
Counterparts; Facsimile Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall
constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto. 

16.14. Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto. 

16.15. Confidentiality; Sharing Information. Agent, each Lender and each Transferee shall hold all non-public information obtained by
Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided,
however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective
Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each
Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof
(other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any
Transferee be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full
and this Agreement has been terminated. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with
this Agreement or otherwise) by any Lender or by one or more 

  
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Subsidiaries or Affiliates of such Lender and each Loan Party 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 this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure agreement
or similar document executed by Agent in favor of any Loan Party or any of any Loan Party’s affiliates, the provisions of this Agreement shall supersede such agreements. 

16.16. Publicity. Each Loan Party and each Lender hereby authorizes Agent to make appropriate announcements of the financial
arrangement entered into among Loan Parties, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall in its sole and absolute discretion deem appropriate.

 16.17. Certifications From Banks and Participants; USA PATRIOT Act. 

(a) 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) as such other times as are required under the USA PATRIOT Act. 
 (b) The USA PATRIOT Act requires all financial
institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, Lender may from time to time request, and each Loan Party
shall provide to Lender, such Loan Party’s name, address, tax identification number and/or such other identifying information as shall be necessary for Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law. 

16.18. Anti-Terrorism Laws. 

(a) Each Loan Party represents and warrants that (i) no Covered Entity is a Sanctioned Person and (ii) no Covered Entity, either in
its own right or through any third party, (A) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) does business in or with, or derives
any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (C) engages in any dealings or transactions prohibited by any Anti-Terrorism Law. 

  
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 (b) Each Loan Party covenants and agrees that (i) no Covered Entity will become a
Sanctioned Person, (ii) no Covered Entity, either in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any
Anti-Terrorism Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or
transactions prohibited by any Anti-Terrorism Law or (D) use the Advances to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any
Anti-Terrorism Law, (iii) the funds used to repay the Obligations will not be derived from any unlawful activity, (iv) each Covered Entity shall comply with all Anti-Terrorism Laws and (v) the Loan Parties shall promptly notify the
Agent in writing upon the occurrence of a Reportable Compliance Event. 
 [SIGNATURE PAGES FOLLOW] 

  
 127 








 Each of the parties has signed this Agreement to be effective as of the Closing Date. 

 

							
		 		 	BORROWERS:
			
	WITNESS/ATTEST:	 		 	OREGON METALLURGICAL, LLC, an Oregon limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	TDY INDUSTRIES, LLC, a California limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company
			
		 		 	By: Oregon Metallurgical, LLC, its Sole Manager
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


							
		 		 	BORROWERS (Continued)
			
	WITNESS/ATTEST:	 		 	ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	TITANIUM WIRE CORPORATION, a Pennsylvania corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ENVIRONMENTAL, INC., a California corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI TITANIUM LLC, a Delaware limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


							
		 		 	BORROWERS (Continued)
			
	WITNESS/ATTEST:	 		 	ATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	President
			
	WITNESS/ATTEST:	 		 	ATI LADISH LLC, a Wisconsin limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	VALLEY MACHINING, INC., a Wisconsin corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI LADISH MACHINING, INC., a Nevada corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


							
		 		 	BORROWERS (Continued)
			
	WITNESS/ATTEST:	 		 	CHEN-TECH INDUSTRIES, INC., a Nevada corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI POWDER METALS LLC, a Pennsylvania limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company
				
	 /s/ M.P. Earnest
	 		 		 	
		 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


							
		 		 	GUARANTORS:
			
	WITNESS/ATTEST:	 		 	ATI FUNDING CORPORATION, a Delaware corporation
				
	 /s/ Clara A. Paschitti
	 		 	By:	 	 /s/ Rose Marie Manley

		 		 	Name:	 	Rose Marie Manley
		 		 	Title:	 	President
			
	WITNESS/ATTEST:	 		 	TDY HOLDINGS, LLC, a Delaware limited liability company
				
	 /s/ Clara A. Paschitti
	 		 	By:	 	 /s/ Rose Marie Manley

		 		 	Name:	 	Rose Marie Manley
		 		 	Title:	 	President
			
	WITNESS/ATTEST:	 		 	ATI OPERATING HOLDINGS, LLC, a Delaware limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	President
			
	WITNESS/ATTEST:	 		 	ATI PROPERTIES, INC., a Delaware corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ John E. Grosselin

		 		 	Name:	 	John E. Grosselin
		 		 	Title:	 	Vice President and Treasurer









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


							
		 		 	GUARANTORS (Continued):
			
	WITNESS/ATTEST:	 		 	ALC FUNDING CORPORATION, a Delaware corporation
				
	 /s/ Clara A. Paschitti
	 		 	By:	 	 /s/ Rose Marie Manley

		 		 	Name:	 	Rose Marie Manley
		 		 	Title:	 	President
			
	WITNESS/ATTEST:	 		 	ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Senior Vice President
			
	WITNESS/ATTEST:	 		 	ATI CANADA HOLDINGS, INC., a Delaware corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	President
			
	WITNESS/ATTEST:	 		 	ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC., a California corporation
				
	 /s/ M.P. Earnest
	 		 		 	
		 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	President









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


							
		 		 	GUARANTORS (Continued):
			
	WITNESS/ATTEST:	 		 	AII INVESTMENT CORP., a Delaware corporation
				
	 /s/ Clara A. Paschitti
	 		 	By:	 	 /s/ Rose Marie Manley

		 		 	Name:	 	Rose Marie Manley
		 		 	Title:	 	President
			
	WITNESS/ATTEST:	 		 	ATI ALLEGHENY LUDLUM, INC., a Massachusetts corporation
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	TI OREGON, INC., an Oregon corporation
				
		 		 	By:	 	 /s/ Patrick J. DeCourcy

	 /s/ M.P. Earnest
	 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	JESSOP STEEL, LLC, a Pennsylvania limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


							
		 		 	GUARANTORS (Continued):
			
	WITNESS/ATTEST:	 		 	JEWEL ACQUISITION, LLC, a Delaware limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	AII ACQUISITION, LLC, a Pennsylvania limited liability company
				
	 /s/ M.P. Earnest
	 		 	By:	 	 /s/ Patrick J. DeCourcy

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	President









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


					
		 	LENDERS:
		
		 	PNC BANK, NATIONAL ASSOCIATION,
		 	As Lender and as Agent
			
		 	By:	 	 /s/ Douglas Hoffman

		 	Name:	 	Douglas Hoffman
		 	Title:	 	Vice President
		
		 	Three PNC Plaza, Sixth Floor
		 	225 Fifth Avenue
		 	Pittsburgh, PA 15222
		
		 	Revolving Commitment Percentage: 25.0000000000%
		 	Revolving Commitment Amount $100,000,000.00









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


					
		 	BANK OF AMERICA, N.A.
			
		 	By:	 	 /s/ Nicole Cangelosi

		 	Name:	 	Nicole Cangelosi
		 	Title:	 	Senior Vice President
		
		 	Four Penn Center, 1600 JFK Blvd.
		 	Philadelphia, PA 19103
		 	Attention: Kevin W. Corcoran, Vice President; AB Sr.
		 	Portfolio Specialist
		
		 	Revolving Commitment Percentage: 16.2500000000%
		 	Revolving Commitment Amount $65,000,000.00









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


					
		 	CITIBANK, N.A.
			
		 	By:	 	 /s/ Kelly Gunness

		 	Name:	 	Kelly Gunness
		 	Title:	 	Director
		
		 	390 Greenwich St.
		 	New York, NY 10013
		
		 	Revolving Commitment Percentage: 12.5000000000%
		 	Revolving Commitment Amount $50,000,000.00









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


					
		 	JPMORGAN CHASE BANK, N.A.
			
		 	By:	 	 /s/ Peter Predun

		 	Name:	 	Peter Predun
		 	Title:	 	Executive Director
		
		 	383 Madison Avenue, Floor 24
		 	New York, NY 10179
		
		 	Revolving Commitment Percentage: 10.0000000000%
		 	Revolving Commitment Amount $40,000,000.00









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


					
		 	MUFG UNION BANK, N.A.
			
		 	By:	 	 /s/ Roger Tauchman

		 	Name:	 	Roger Tauchman
		 	Title:	 	Vice President
		
		 	222 W. Adams, Suite 1850
		 	Chicago, IL 60606
		
		 	Revolving Commitment Percentage: 10.0000000000%
		 	Revolving Commitment Amount $40,000,000.00









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


					
		 	THE BANK OF NEW YORK MELLON
			
		 	By:	 	 /s/ William M. Feathers

		 	Name:	 	William M. Feathers
		 	Title:	 	Vice President
		
		 	500 Grant Street, 36th Floor
		 	Pittsburgh, PA 15258-0001
		
		 	Revolving Commitment Percentage: 8.7500000000%
		 	Revolving Commitment Amount $35,000,000.00









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


					
		 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
			
		 	By:	 	 /s/ Robert Hetu

		 	Name:	 	 Robert Hetu

		 	Title:	 	 Authorized Signatory

			
		 	By:	 	 /s/ Stefan Dickenmann

		 	Name:	 	 Stefan Dickenmann

		 	Title:	 	 Authorized Signatory

		
		 	Eleven Madison Avenue
		 	New York, NY 10010
		
		 	Revolving Commitment Percentage: 8.7500000000%
		 	Revolving Commitment Amount $35,000,000.00









 [SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT] 

 


					
		 	WELLS FARGO BANK, NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ Jeff Royston

		 	Name:	 	Jeff Royston
		 	Title:	 	Director
		
		 	2450 Colorado Ave., Suite 3000 West
		 	Santa Monica, CA 90404
		
		 	Revolving Commitment Percentage: 8.7500000000%
		 	Revolving Commitment Amount $35,000,000.00








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy,
who acknowledged himself to be the Executive Vice President of Oregon Metallurgical, LLC, an Oregon limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the
purposes therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal.

  

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of Allegheny Ludlum, LLC, a Pennsylvania limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the
purposes therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal.

  

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of TDY Industries, LLC, a California limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the
purposes therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal.

  

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of Oregon Metallurgical, LLC, the Sole Manager of International Hearth Melting, LLC, a Delaware limited liability company (the “Company”), and that he, as such officer of
the Company, executed the foregoing instrument for the purposes therein contained by signing his/her name on behalf of the Company. 

IN WITNESS WHEREOF, I hereunto set my hand and official seal. 
  

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of ATI Precision Finishing, LLC, a Pennsylvania limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument
for the purposes therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official
seal. 
  

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of Titanium Wire Corporation, a Pennsylvania corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes
therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	 Notary Public

		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of Environmental, Inc., a California corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein
contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of ATI Titanium, LLC, a Delaware limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes
therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the President of ATI Flowform, Products, LLC, a Delaware limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes
therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of ATI Ladish LLC, a Wisconsin limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes
therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of Valley Machining, Inc., a Wisconsin corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein
contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of ATI Ladish Machining, Inc., a Nevada corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein
contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of Chen-Tech Industries, Inc., a Nevada corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein
contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of Pacific Cast Technologies, Inc., a Nevada corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes
therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of ATI Powder Metals LLC, a Pennsylvania limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the
purposes therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal.

  

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of ATI Cast Products Salem Operations, LLC, a Delaware limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing
instrument for the purposes therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand
and official seal. 
  

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	STATE OF DELAWARE	  	)	  	
		  	)	  	SS:
	COUNTY OF NEW CASTLE	  	)	  	

 On this, the 15th day of September, 2015, before me, a Notary Public, personally appeared Rose Marie Manley
who acknowledged herself to be the President of ATI Funding Corporation, a Delaware corporation (the “Company”), and that she, as such officer of the Company, executed the foregoing instrument for the purposes therein contained by
signing her name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Lisa Renee Willis

		
		 	Notary Public
		
	My Commission Expires	 	LISA RENEE WILLIS
		 	NOTARY PUBLIC
		 	STATE OF DELAWARE
		 	My commission expires July 3, 2016








 ACKNOWLEDGMENT 
  

					
	STATE OF DELAWARE	  	)	  	
		  	)	  	SS:
	COUNTY OF NEW CASTLE	  	)	  	

 On this, the 15th day of September, 2015, before me, a Notary Public, personally appeared Rose Marie Manley
who acknowledged herself to be the President of TDY Holdings, LLC, a Delaware limited liability company (the “Company”), and that she, as such officer of the Company, executed the foregoing instrument for the purposes therein
contained by signing her name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Lisa Renee Willis

		
		 	Notary Public
		
	My Commission Expires	 	LISA RENEE WILLIS
		 	NOTARY PUBLIC
		 	STATE OF DELAWARE
		 	My commission expires July 3, 2016








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the President of ATI Operating Holdings, LLC (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein contained by signing his name on
behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared John E. Grosselin
who acknowledged himself to be the Vice President and Treasurer of ATI Properties, Inc., a Delaware corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein
contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	STATE OF DELAWARE	  	)	  	
		  	)	  	SS:
	COUNTY OF NEW CASTLE	  	)	  	

 On this, the 15th day of September, 2015, before me, a Notary Public, personally appeared Rose Marie Manley
who acknowledged herself to be the President of ALC Funding Corporation, a Delaware corporation (the “Company”), and that she, as such officer of the Company, executed the foregoing instrument for the purposes therein contained by
signing her name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Lisa Renee Willis

		
		 	Notary Public
		
	My Commission Expires	 	LISA RENEE WILLIS
		 	NOTARY PUBLIC
		 	STATE OF DELAWARE
		 	My commission expires July 3, 2016








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself/ to be the Senior Vice President of Allegheny Technologies Incorporated a Delaware corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes
therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the President of ATI Canada Holdings, Inc., a Delaware corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein contained by
signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the President of Allegheny Technologies International, Inc., a California corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes
therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	STATE OF DELAWARE	  	)	  	
		  	)	  	SS:
	COUNTY OF NEW CASTLE	  	)	  	

 On this, the 15th day of September, 2015, before me, a Notary Public, personally appeared Rose Marie Manley
who acknowledged herself to be the President of AII Investment Corp., a Delaware corporation (the “Company”), and that she, as such officer of the Company, executed the foregoing instrument for the purposes therein contained by
signing her name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Lisa Renee Willis

		
		 	Notary Public
		
	My Commission Expires	 	LISA RENEE WILLIS
		 	NOTARY PUBLIC
		 	STATE OF DELAWARE
		 	My commission expires July 3, 2016








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of ATI Allegheny Ludlum, Inc., a Massachusetts corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes
therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of TI Oregon, Inc., an Oregon corporation (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein contained
by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of Jessop Steel, LLC, a Pennsylvania limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the
purposes therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal.

  

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the Executive Vice President of Jewel Acquisition, LLC, a Delaware limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the
purposes therein contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal.

  

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 ACKNOWLEDGMENT 
  

					
	COMMONWEALTH OF PENNSYLVANIA	  	)	  	
		  	)	  	SS:
	COUNTY OF ALLEGHENY	  	)	  	

 On this, the 16th day of September, 2015, before me, a Notary Public, personally appeared Patrick J. DeCourcy
who acknowledged himself to be the President of AII Acquisition, LLC, a Pennsylvania limited liability company (the “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein
contained by signing his name on behalf of the Company. 
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 

 

			
		 	 /s/ Mary A. Vogel

		
		 	Notary Public
		
	My Commission Expires:	 	
	Aug. 23, 2017	 	COMMONWEALTH OF PENNSYLVANIA
		 	 Notarial Seal

Mary A. Vogel, Notary Public
 City
of Pittsburgh, Allegheny County
 My Commission Expires Aug. 23, 2017

		 	MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES








 Exhibit 1.2 Borrowing Base Certificate 

PNC Business Credit Revolving Credit, Term Loan and Security Agreement 

Borrowing Base Certificate 
  

					
	Allegheny Technology Inc	  	 
 	Certificate #            
Period Ended            	  
  

 To induce PNC Bank, National
Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of
                     as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following: 

 

																					
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	From	 	 	 To
	 	 	 	 	 	 	 	 
	 Accounts Receivable
	 	1	 	Previous Certificate AR Balance	 				 	                     	 		 				 			
		 	2	 	Gross Sales Since Last Certificate	 				 		 	+	 				 			
		 	3	 	Collections Since Last Certificate	 				 		 	-	 				 			
		 	4	 	Credits Since Last Certificate	 				 		 	-	 				 			
		 	5	 	Other Adjustments	 				 		 	+/-	 				 			
		 		 		 				 		 		 	  
	  
	 	 			
		 	6	 	Total AR Now Being Certified to Bank	 				 		 		 				 			
		 	7	 	Ineligible AR Per Attached	 				 		 	-	 				 			
		 		 		 				 		 		 	  
	  
	 	 			
		 	8	 	Net Eligible AR	 				 		 		 				 			
		 	9	 	Gross AR Availability	 				 		 		 				 	$	—  	  
		 	10	 	Dilution Reserves	 				 		 	-	 				 			
		 	11	 	Net AR Availability	 				 		 		 				 			
	      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
								
	 Inventory
	 	12	 	Gross Inventory As Of	 				 		 		 				 			
		 	13	 	Ineligible Inventory	 				 		 	-	 	 	             	  	 			
		 		 		 				 		 		 	  
	  
	 	 			
		 	14	 	Net Eligible Inventory	 				 		 		 				 			
		 		 		 				 		 		 	  
	  
	 	 			
		 	15	 	Inventory Availability	 	 	See Consol Details	  	 		 		 				 			
		 	16	 	Inventory Sub Limit	 				 		 		 	$	—  	  	 			
		 	17	 	Adjusted Inventory Availability	 				 		 		 				 			
	      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
								
		 	18	 	Gross Combined Availability	 				 		 		 				 	$	—  	  
		 	19	 	Availability Block	 				 		 		 				 			
		 	20	 	Adjusted Availability Before Line Limit	 				 		 		 				 	$	—  	  
		 	21	 	Revolver Limit	 				 		 		 				 			
		 	22	 	Net Loan Value	 				 		 		 				 			
	      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
								
	 Loans & Advances
	 	23	 	Revolver Loan Balance Per Previous Certificate	 				 		 		 				 	$	—  	  
		 	24	 	Net AR Collections Since Last Certificate	 				 		 	-	 				 			
		 	25	 	Non-AR Collections Since Last Certificate	 				 		 	-	 				 			
		 	26	 	Advance Requested	 				 		 	+	 				 			
		 	27	 	Misc. Loan Adjustment	 				 		 	+/-	 				 	 	            	  
		 		 		 				 		 		 				 	  
	  
	 
		 	28	 	New Loan Balance	 				 		 		 				 	$	—  	  
		 	29	 	Reserves for Letters of Credit	 				 		 	+	 				 			
		 	30	 	Rent Reserves	 				 		 	+	 				 			
		 	31	 	AP > 90 days	 				 		 	+/-	 				 			
		 	32	 	Revolver Loans & Reserves	 				 		 		 				 			
		 		 		 				 		 		 				 	  
	  
	 
		 	33	 	Loan Availability	 				 		 		 				 	$	—  	  
		 	34	 	Remaining Revolver Availability	 				 		 		 	$	—  	  	 			

 

The undersigned hereby certifies that the above representations are true and correct and subject to all conditions of the Loan and Security Agreement.

 We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan
and Security Agreement or any amendment thereto. 
  

							
		 	  

		 	Authorized Signature, Title	  		 	Date
		 	  
	 	
		 	 Name of Authorized Signer
  
	  		 	
	For Bank Use Only
		 	  
	  	             	 	  

		 	Date of Advance	  		 	Amount            








 EXHIBIT 1.2(a) 

FORM OF 
 COMPLIANCE
CERTIFICATE 
             , 201   

PNC Bank, National Association, 
 as Agent 

Three PNC Plaza, Sixth Floor 
 225 Fifth Avenue 

Pittsburgh, Pennsylvania 15222 
 Ladies and Gentlemen: 

I refer to the Revolving Credit and Security Agreement, dated as of September 23, 2015, by and among OREGON METALLURGICAL, LLC, an Oregon
limited liability company, ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company, TDY INDUSTRIES, LLC, a California limited liability company, INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company, ATI PRECISION FINISHING,
LLC, a Pennsylvania limited liability company, TITANIUM WIRE CORPORATION, a Pennsylvania corporation, ENVIRONMENTAL, INC., a California corporation, ATI TITANIUM LLC, a Delaware limited liability company, ATI FLOWFORM PRODUCTS, LLC, a Delaware
limited liability company, ATI LADISH LLC, a Wisconsin limited liability company, VALLEY MACHINING, INC., a Wisconsin corporation, ATI LADISH MACHINING, INC., a Nevada corporation, CHEN-TECH INDUSTRIES, INC., a Nevada corporation, PACIFIC CAST
TECHNOLOGIES, INC., a Nevada corporation, ATI POWDER METALS LLC, a Pennsylvania limited liability company, and ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company (collectively, the “Borrowers”, and each a
“Borrower”), the Guarantors (as defined in the in the Credit Agreement) party thereto, the Lenders (as defined in the Credit Agreement) party thereto and PNC Bank, National Association, as Agent for the Lenders (in such capacity,
the “Agent”) (as may be amended, modified, supplemented or restated from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same
meanings. 
 I, the                     
[Chief Financial Officer/Chief Accounting Officer] of Allegheny Technologies Incorporated, a Delaware corporation (“ATI”), do hereby certify on behalf of ATI as of the
                     [quarter/year] ended                  ,
201   (the “Report Date”), as follows: 
 1. CHECK ONE: 

 

			
	        	 	The annual financial statements of ATI and its Subsidiaries, consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income and stockholders’ equity and cash flow
from the beginning of the current fiscal year to the end of such fiscal year, being delivered to the Agent and the Lenders with this Compliance Certificate










			
		 	(a) are all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by ATI and
the Borrowers and satisfactory to Agent, and (b) comply with the reporting requirements for such financial statements as set forth in Section 9.7 [Annual Financial Statements] of the Credit Agreement.
		
		 	OR
		
	        	 	The quarterly financial statements of ATI and its Subsidiaries, consisting of an unaudited balance sheet of ATI and its Subsidiaries and unaudited statements of income, retained earnings and stockholders’ equity and cash flow
of ATI and its Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, being delivered to the Agent and the Lenders with this Compliance Certificate
(a) prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to the Loan Parties’
business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year, and (b) comply with the reporting requirements for such financial statements as set
forth in Section 9.8 [Quarterly Financial Statements] of the Credit Agreement.


 Pursuant to Section 9.8 [Quarterly Financial Statements] of the Credit Agreement, information
required to be delivered pursuant to the above, shall be deemed to have been delivered to the Agent and each Lender on the date on which such information is available on the website of the SEC at http://www.sec.gov without charge (to the
extent such information has been posted or is available as described in such notice). 
 2. The representations and warranties of the Loan Parties contained
in Section [Representations and Warranties] of the Credit Agreement and in each of the other Loan Documents to which they are a party are true and correct with the same effect as though such representations and warranties had been made on and as of
the Report Date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties were true and correct in all respects on and as of the specific dates or times referred to therein). 

3. No Event of Default or Potential Event of Default exists on the Report Date; no Material Adverse Change has occurred since the date of the previously
delivered Compliance Certificate; and no event has occurred or is continuing since the date of the previously delivered Compliance Certificate that would reasonably be expected to result in a Material Adverse Change. 

[NOTE: If any Event of Default, Potential Event of Default, Material Adverse Change or event which would reasonably be expected to result in a
Material Adverse Change has occurred or is continuing, set forth on an attached sheet the nature thereof and the action which the Loan Parties have taken, are taking or propose to take with respect thereto.] 

  
 - 2 - 








 4. Fixed Charge Coverage Ratio (Section 6.10(a)) [To be completed if a Trigger Event has occurred and
is continuing as of the Report Date]. The Fixed Charge Coverage Ratio for the four (4) fiscal quarters ending as of the Report Date is
                     to 1.0, which is not less than the permitted ratio of 1.0 to 1.0. The calculations for the Fixed Charge Coverage Ratio are set
forth in detail on Exhibit A hereto (and made a part hereof), and such calculations are true and complete as of the Report Date. 
  

									
	A.	 	(1)	  	Consolidated EBITDA	  	$            ; minus
		 	(2)	  	Capital Expenditures not specifically funded by Indebtedness (other than a Revolving Advance) of ATI and its Subsidiaries on a consolidated basis with respect to such period	  	$            ; plus
		 	(3)	  	cash tax refunds received by ATI and its Subsidiaries on a consolidated basis with respect to such period	  	$            ; minus
		 	(4)	  	cash taxes due and owing or paid of ATI and its Subsidiaries on a consolidated basis with respect to such period	  	$            .	 	
		 	(5)	  	Total of items (1) through (5) equals the numerator of the Fixed Charge Coverage Ratio	  	$            .	 	
					
	B.	 		  	Fixed Charges for the four (4) fiscal quarters ending as of the Report Date	  	$            .	 	
					
	C.	 		  	The ratio of item A(5) to item B equals the Fixed Charge Coverage Ratio.	  	                     to 1.0	 	

 5. Minimum Liquidity (Section 6.10(b)). [To be completed when required in connection with the 9.375% Senior Notes
due 2019]. As of the Report Date, the Borrowers’ Liquidity is $        , which is not less than the permitted Five Hundred Million and 00/100 Dollars ($500,000,000.00). The calculations for Liquidity
are set forth in detail on Exhibit B hereto (and made a part hereof), and such calculations are true and complete as of the Report Date. 

  
 - 3 - 








 IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has executed this
Compliance Certificate this      day of             , 20    . 

 

			
	ALLEGHENY TECHNOLOGIES INCORPORATED
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  










 EXHIBIT A 

Calculations for Fixed Charge Coverage Ratio 







 EXHIBIT B 

Calculations for Liquidity 

  
 - 6 - 








 EXHIBIT 2.1(a) 

FORM OF  

REVOLVING CREDIT NOTE 
  

			
	$            	  	Pittsburgh, Pennsylvania
		  	                 , 20    

 FOR VALUE RECEIVED, the undersigned, OREGON METALLURGICAL, LLC, an Oregon limited liability company
(“Oremet”), ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company (“Ludlum”), TDY INDUSTRIES, LLC, a California limited liability company (“TDY”), INTERNATIONAL HEARTH MELTING, LLC, an
Oregon limited liability company (“Hearth Melting”), ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company (“Precision Finishing”), TITANIUM WIRE CORPORATION, a Pennsylvania corporation
(“Titanium Wire”), ENVIRONMENTAL, INC., a California corporation (“Environmental”), ATI TITANIUM LLC, a Delaware limited liability company (“ATI Titanium”), ATI FLOWFORM PRODUCTS, LLC, a Delaware
limited liability company (“ATI Flowform”), ATI LADISH LLC, a Wisconsin limited liability company (“ATI Ladish”), VALLEY MACHINING, INC., a Wisconsin corporation (“Valley”), ATI LADISH MACHINING,
INC., a Nevada corporation (“ATI Ladish Machining”), CHEN-TECH INDUSTRIES, INC., a Nevada corporation (“Chen-Tech”), PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation (“Pacific Cast”), ATI
POWDER METALS LLC, a Pennsylvania limited liability company (“ATI Powder”), and ATI CAST PRODUCTS SALEM OPERATIONS, LLC (“ATI Cast Products”), a Delaware limited liability company (Oremet, Ludlum, TDY, Hearth
Melting, Precision Finishing, Titanium Wire, Environmental, ATI Titanium, ATI Flowform, ATI Ladish, Valley, Chen-Tech, Pacific Cast, ATI Powder and ATI Cast Products are each a “Borrower” and collectively, the
“Borrowers”), hereby promise to pay to the order of                      (“Holder”), the lesser of (i) the
principal sum of                      and     /100 Dollars ($        ) or
(ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by Holder to the Borrowers pursuant to Section 2.1 [Revolving Advances] of that certain Revolving Credit and Security Agreement, dated September 23, 2015
(as may be amended, modified, supplemented or restated from time to time, the “Credit Agreement”), by and among the Borrowers, the Guarantors (as defined the Credit Agreement) party thereto from time to time, the Lenders (as defined
in the Credit Agreement) party thereto from time to time, and PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (in such capacity, the “Agent”), payable on the last day of the Term or as otherwise provided in the Credit
Agreement. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement. 

The Borrowers shall pay interest on the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate per
annum specified by the Borrowers pursuant to Section 3.1 [Interest] of, or as otherwise provided in, the Credit Agreement. 
 To the
extent permitted by Law, upon the occurrence of an Event of Default and until such time as such Event of Default has been cured or waived, and at the discretion of the Agent or at the direction of the Required Lenders to the Agent or, in the case of
any Event of Default under Section 10.7 [Bankruptcy] of the Credit Agreement, immediately and automatically upon 







 
the occurrence of such Event of Default without the requirement of any affirmative action by any party, the Borrowers shall pay interest on the entire principal amount of the then outstanding
Revolving Credit Loans evidenced by this Revolving Credit Note (this “Revolving Credit Note”) at the Default Rate specified by Section 3.1 [Interest] of, or as otherwise provided in, the Credit Agreement. Such interest rate
will accrue before and after any judgment has been entered. 
 Subject to the provisions of the Credit Agreement, interest on this Revolving
Credit Note will be payable on the dates set forth in the Credit Agreement and on the last day of the Term. 
 Subject to the provisions of
the Credit Agreement, if any payment or action to be made or taken hereunder shall be stated to be or become 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 be included in computing interest or fees, if any, in connection with such payment or action. 
 Subject to the
provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222, in
lawful money of the United States of America in immediately available funds. 
 This Revolving Credit Note is one of the Notes referred to
in, and is entitled to the benefits of, the Credit Agreement and the Other Documents, including the representations, warranties, covenants, conditions and/or Liens contained or granted therein. The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. 

The Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Revolving Credit Note. 
 This Revolving Credit Note shall bind the Borrowers and their
respective successors and assigns, and the benefits hereof shall inure to the benefit of Holder, the Agent and the Lenders and their respective successors and assigns. This Revolving Credit Note may be enforced by Holder or its respective successors
or assigns. All references herein to the “Borrowers”, “Holder”, the “ Agent” and the “Lenders” shall be deemed to apply to the Borrowers, Holder, the Agent and the Lenders, respectively, and their respective
successors and assigns. 
 This Revolving Credit Note shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania
without regard to its conflict of laws principles. 
 Holder may at any time pledge all or a portion of its rights under the Credit
Agreement or Other Documents including any portion of this Revolving Credit Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. § 341. No such pledge or enforcement
thereof shall release Holder from its obligations under the Credit Agreement or Other Documents. 

  
 - 2 - 








 Delivery of an executed counterpart of a signature page of this Revolving Credit Note by telecopy
or e-mail shall be effective as delivery of a manually executed counterpart of this Revolving Credit Note. 

[INTENTIONALLY LEFT BLANK] 

  
 - 3 - 








 IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, by their officers
thereunto duly authorized, executed this Revolving Credit Note as of the day and year first above written. 
  

							
		 		 	BORROWERS:
			
	WITNESS/ATTEST:	 		 	OREGON METALLURGICAL, LLC, an Oregon limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	TDY INDUSTRIES, LLC, a California limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	INTERNATIONAL HEARTH MELTING,
		 		 	LLC, an Oregon limited liability company
				
		 		 	By:	 	Oregon Metallurgical, LLC, its Sole Manager
				
	  
	 		 		 	
		 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









							
	WITNESS/ATTEST:	 		 	ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	TITANIUM WIRE CORPORATION, a Pennsylvania corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ENVIRONMENTAL, INC., a California corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI TITANIUM LLC, a Delaware limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









							
	WITNESS/ATTEST:	 		 	ATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	President
			
	WITNESS/ATTEST:	 		 	ATI LADISH LLC, a Wisconsin limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	VALLEY MACHINING, INC., a Wisconsin corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI LADISH MACHINING, INC., a Nevada corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









							
	WITNESS/ATTEST:	 		 	CHEN-TECH INDUSTRIES, INC., a Nevada corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI POWDER METALS LLC, a Pennsylvania limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company
			
	  
	 		 	
		 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President








 EXHIBIT 2.2(b) 

FORM OF  
 LOAN
REQUEST 
  

			
	TO:	 	PNC Bank, National Association, as Agent
		 	PNC Firstside Center
		 	500 First Avenue, 4th Floor
		 	Mail Stop: P7-PFSC-04-I
		 	Pittsburgh, PA 15219
		 	Telephone No.: (412) 762-6442
		 	Telecopy No.: (412) 762-8672
		 	Attention: Agency Services
		
	FROM:	 	TDY Industries, LLC, a California limited liability company, as the Borrowing Agent (the “Borrowing Agent”) designated under that certain Credit Agreement (as it may be amended, restated, modified or supplemented,
the “Agreement”), dated the 23rd day of September, 2015, by and among the Borrowing Agent, the other Borrowers, the Guarantors party thereto, the Lenders party thereto and PNC
Bank, National Association, as agent for the Lenders (in such capacity, the “Agent”).

 Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Agreement. 

							
		
	A.	 	Pursuant to Section 2.2 [Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances] of the Agreement, the Borrowers irrevocably request [check one box
under 1(a) below and fill in blank space next to the box as appropriate]:
				
		 	1.(a)	 	 ̈	 	New Revolving Advance OR
				
		 		 	 ̈	 	Conversion of a Domestic Rate Loan originally made on                      to a LIBOR Rate Loan, OR
				
		 		 	 ̈	 	Conversion of a LIBOR Rate Loan originally made on                      to a Domestic Rate Loan, OR
				
		 		 	 ̈	 	Renewal of a LIBOR Rate Loan originally made on                     .
		
		 	SUCH NEW, RENEWED, OR CONVERTED LOAN SHALL BEAR INTEREST:
		
		 	 [Check one box under 1(b) below and fill in blank spaces in line next to box]:

				
		 	1.(b)(i)	 	 ̈	 	At the Alternate Base Rate. Such Loan shall have a borrowing date of                      (Borrower may notify Agent prior to
1:00 p.m. Pittsburgh time on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance which shall bear interest at the Alternate Base Rate









									
	    	 		 		 		 	plus the Applicable Margin, or (ii) the last day of the preceding LIBOR Rate Interest Period if a LIBOR Rate Loan is being converted to a Domestic Rate Loan), OR
					
		 		 	(ii)	 	 ̈	 	At the LIBOR Rate. Such Loan shall have a borrowing date of                      (which date shall be three (3) Business Days
subsequent to the Business Day of receipt by the Agent by 1:00 p.m. Pittsburgh time of this Loan Request for making a new Revolving Advance which shall bear interest at the LIBOR Rate plus the Applicable Margin, for renewing a LIBOR Rate Loan, or
for converting a Domestic Rate Loan to a LIBOR Rate Loan).
				
		 	2.	 		 	Such Advance is in the principal amount of $         or the principal amount to be renewed or converted in $         [each LIBOR Rate
Loan shall be in a minimum principal amount of Five Million and 00/100 Dollars ($5,000,000.00) and in increments of One Million and 00/100 Dollars ($1,000,000.00 or the maximum amount available].
				
		 	2.	 		 	Such LIBOR Rate Loans shall have an Interest Period of              months [one (1), two (2), three (3) or six (6) months].
		
	B.	 	As of the date hereof and the date of making of the above-requested Revolving Advance (and after giving effect thereto): the Loan Parties have performed and complied with all covenants and conditions of the Agreement;
all of Loan Parties’ representations and warranties therein are true and correct (except representations and warranties which expressly relate solely to an earlier date or time); no Default or Event of Default has occurred and is continuing or
shall exist except those that have been cured or waived; the making of such Advance shall not contravene any Law applicable to any Loan Party; and the aggregate principal amount of Swing Loans and Revolving Advances outstanding shall not exceed an
amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount.

 [INTENTIONALLY LEFT BLANK] 

  
 -2- 








 The undersigned certify to the Agent and the Lenders as to the accuracy of the foregoing. 

 

									
		 		 	TDY INDUSTRIES, LLC	 	
					
	Date:                  , 20    	 		 	By:	 	  
	 	(Seal)
				
		 		 	Name:	 	  

				
		 		 	Title:	 	  









 EXHIBIT 2.4(a) 

FORM OF 
 SWING LOAN
NOTE 
  

			
	$50,000,000.00	  	Pittsburgh, Pennsylvania
		  	                 , 2015

 FOR VALUE RECEIVED, the undersigned, OREGON METALLURGICAL, LLC, an Oregon limited liability company
(“Oremet”), ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company (“Ludlum”), TDY INDUSTRIES, LLC, a California limited liability company (“TDY”), INTERNATIONAL HEARTH MELTING, LLC, an
Oregon limited liability company (“Hearth Melting”), ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company (“Precision Finishing”), TITANIUM WIRE CORPORATION, a Pennsylvania corporation
(“Titanium Wire”), ENVIRONMENTAL, INC., a California corporation (“Environmental”), ATI TITANIUM LLC, a Delaware limited liability company (“ATI Titanium”), ATI FLOWFORM PRODUCTS, LLC, a Delaware
limited liability company (“ATI Flowform”), ATI LADISH LLC, a Wisconsin limited liability company (“ATI Ladish”), VALLEY MACHINING, INC., a Wisconsin corporation (“Valley”), ATI LADISH MACHINING,
INC., a Nevada corporation (“ATI Ladish Machining”), CHEN-TECH INDUSTRIES, INC., a Nevada corporation (“Chen-Tech”), PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation (“Pacific Cast”), ATI
POWDER METALS LLC, a Pennsylvania limited liability company (“ATI Powder”), and ATI CAST PRODUCTS SALEM OPERATIONS, LLC (“ATI Cast Products”), a Delaware limited liability company (Oremet, Ludlum, TDY, Hearth
Melting, Precision Finishing, Titanium Wire, Environmental, ATI Titanium, ATI Flowform, ATI Ladish, Valley, Chen-Tech, Pacific Cast, ATI Powder and ATI Cast Products are each a “Borrower” and collectively, the
“Borrowers”), hereby promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (“PNC”), the lesser of (i) the principal sum of Fifty Million and 00/100 Dollars ($50,000,000.00) or (ii) the aggregate
unpaid principal balance of all Swing Loans made by PNC to the Borrowers pursuant to Section 2.4 [Swing Loans] of that certain Revolving Credit and Security Agreement, dated September 23, 2015 (as may be amended, modified, supplemented or
restated from time to time, the “Credit Agreement”), by and among the Borrowers, the Guarantors (as defined the Credit Agreement) party thereto from time to time, the Lenders (as defined in the Credit Agreement) party thereto from
time to time, and PNC, as agent for the Lenders (in such capacity, the “Agent”), payable on the last day of the Term or as otherwise provided in the Credit Agreement. All capitalized terms used herein shall, unless otherwise defined
herein, have the same meanings given to such terms in the Credit Agreement. 
 The Borrowers shall pay interest on the unpaid principal
balance hereof from time to time outstanding from the date hereof at the rate per annum specified by the Borrowers pursuant to Section 3.1 [Interest] of, or as otherwise provided in, the Credit Agreement. 

To the extent permitted by Law, upon the occurrence of an Event of Default and until such time as such Event of Default has been cured or
waived, and at the discretion of the Agent or at the direction of the Required Lenders to the Agent or, in the case of any Event of Default under Section 10.7 [Bankruptcy] of the Credit Agreement, immediately and automatically upon








 
the occurrence of any such Event of Default without the requirements of any affirmative action by any party, the Borrowers shall pay interest on the entire principal amount of the then
outstanding Swing Loans evidenced by this Swing Loan Note (this “Swing Loan Note”) at the Default Rate specified by Section 3.1 [Interest] of, or as otherwise provided in, the Credit Agreement. Such interest rate will accrue
before and after any judgment has been entered. 
 Subject to the provisions of the Credit Agreement, interest on this Swing Loan Note will
be payable on the dates set forth in the Credit Agreement and on the last day of the Term. 
 Subject to the provisions of the Credit
Agreement, if any payment or action to be made or taken hereunder shall be stated to be or become 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 be included in computing interest or fees, if any, in connection with such payment or action. 
 Subject to the provisions of the
Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222, in lawful money of
the United States of America in immediately available funds. 
 This Swing Loan Note is the Swing Loan Note referred to in, and is entitled
to the benefits of, the Credit Agreement and Other Documents, including the representations, warranties, covenants, conditions and/or Liens contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events and also for prepayment in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. 

The Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Swing Loan Note. 
 This Swing Loan Note shall bind the Borrowers and their respective
successors and assigns, and the benefits hereof shall inure to the benefit of Holder, the Agent and the Lenders and their respective successors and assigns. This Swing Loan Note may be enforced by Holder or its respective successors or assigns. All
references herein to the “Borrowers”, “PNC”, the “ Agent” and the “Lenders” shall be deemed to apply to the Borrowers, Holder, the Agent and the Lenders, respectively, and their respective successors and
assigns. 
 This Swing Loan Note shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania without regard to its
conflict of laws principles. 
 Holder may at any time pledge all or a portion of its rights under the Credit Agreement or the Other
Documents including any portion of this Swing Loan Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. § 341. No such pledge or enforcement thereof shall release Holder
from its obligations under the Credit Agreement or Other Documents. 

  
 - 2 - 








 Delivery of an executed counterpart of a signature page of this Swing Loan Note by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Swing Loan Note. 

[INTENTIONALLY LEFT BLANK] 

  
 - 3 - 








 IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, by their officers
thereunto duly authorized, executed this Swing Loan Credit Note as of the day and year first above written. 
  

							
		 		 	BORROWERS:
			
	WITNESS/ATTEST:	 		 	OREGON METALLURGICAL, LLC, an Oregon limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	TDY INDUSTRIES, LLC, a California limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company
				
		 		 	By:	 	Oregon Metallurgical, LLC, its Sole Manager
				
	  
	 		 		 	
		 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









							
	WITNESS/ATTEST:	 		 	ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	TITANIUM WIRE CORPORATION, a Pennsylvania corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ENVIRONMENTAL, INC., a California corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI TITANIUM LLC, a Delaware limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









							
	WITNESS/ATTEST:	 		 	ATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	President
			
	WITNESS/ATTEST:	 		 	ATI LADISH LLC, a Wisconsin limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	VALLEY MACHINING, INC., a Wisconsin corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI LADISH MACHINING, INC., a Nevada corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President









							
	WITNESS/ATTEST:	 		 	CHEN-TECH INDUSTRIES, INC., a Nevada corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI POWDER METALS LLC, a Pennsylvania limited liability company
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President
			
	WITNESS/ATTEST:	 		 	ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company
			
	  
	 		 	
		 		 	By:	 	  

		 		 	Name:	 	Patrick J. DeCourcy
		 		 	Title:	 	Executive Vice President








 EXHIBIT 2.24 

FORM OF 
 LENDER
JOINDER AND ASSUMPTION AGREEMENT 
 THIS LENDER JOINDER AND ASSUMPTION AGREEMENT (the “Joinder”) is made as of
            , 201     (the “Effective Date”) by
                     (the “New Lender”). 

Background 
 Reference is
made to the Credit Agreement dated as of September 23, 2015 (as the same may be modified, supplemented, amended or restated, the “Credit Agreement”), by and among OREGON METALLURGICAL, LLC, an Oregon limited liability company,
ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company, TDY INDUSTRIES, LLC, a California limited liability company, INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company, ATI PRECISION FINISHING, LLC, a Pennsylvania
limited liability company, TITANIUM WIRE CORPORATION, a Pennsylvania corporation, ENVIRONMENTAL, INC., a California corporation, ATI TITANIUM LLC, a Delaware limited liability company, ATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability
company, ATI LADISH LLC, a Wisconsin limited liability company, VALLEY MACHINING, INC., a Wisconsin corporation, ATI LADISH MACHINING, INC., a Nevada corporation, CHEN-TECH INDUSTRIES, INC., a Nevada corporation, PACIFIC CAST TECHNOLOGIES, INC., a
Nevada corporation, ATI POWDER METALS LLC, a Pennsylvania limited liability company, and ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company (collectively, the “Borrowers”, and each a
“Borrower”), the Guarantors (as defined in the in the Credit Agreement) party thereto, the Lenders (as defined in the Credit Agreement) party thereto, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders
(PNC, in such capacity, the “Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Credit Agreement. 

Agreement 
 1. In
consideration of the Agent’s consent to the New Lender becoming a Lender pursuant to Section 2.24 [Increase in Maximum Revolving Advance Amount] of the Credit Agreement, the New Lender agrees that effective as of the Effective Date it
shall become, and shall be deemed to be, a Lender under the Credit Agreement and each of the Other Documents and agrees that from the Effective Date and so long as the New Lender remains a party to the Credit Agreement, such New Lender shall assume
the obligations of a Lender under and perform, comply with and be bound by each of the provisions of the Credit Agreement which are stated to apply to a Lender and shall be entitled to the benefits, rights and remedies set forth therein and in each
of the Other Documents. 
 2. The New Lender acknowledges and agrees that the Agent and each Lender make no representation or warranty and
assume no responsibility with respect to: (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any of the Other Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any of the Other Documents or any other instrument or 







 
document furnished pursuant thereto, or (ii) the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its or their obligations under the Credit
Agreement or any of the Other Documents or any other instrument or document furnished pursuant thereto. 
 3. The New Lender:
(i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 9.8 [Quarterly Financial Statements] or Section 9.7 [Annual Financial
Statements] thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder, (ii) agrees that it will, independently and without reliance upon the Agent or
any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Agent to
take such actions on its behalf and to exercise such powers under the Other Documents as are delegated to the Agent by the terms thereof, (iv) agrees that it will become a party to and be bound by the Credit Agreement on the Effective Date as
if it were an original Lender thereunder and will have the rights and obligations of a Lender thereunder and will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed
by it as a Lender, and (v) specifies as its address for notices the office set forth beneath its name on the signature pages hereof. 

4. Following the execution of this Joinder, it will be delivered to the Loan Parties and the Agent for acceptance and for recording by the
Agent. Upon such acceptance and recording, as of the Effective Date, (i) the New Lender shall be a party to the Credit Agreement and, to the extent provided in this Joinder, have the rights and obligations of a Lender thereunder and under the
Other Documents, and (ii) the Revolving Commitment Amount of the New Lender shall be as set forth in Schedule I hereto. 
 5.
Upon such acceptance and recording from and after the Effective Date, the Agent shall make all payments under the Credit Agreement and the Notes evidencing the Revolving Advances in respect and to the extent of the interest of the New Lender assumed
hereby, including, all payments of principal, interest, fees, costs and expenses with respect thereto, as are allocated ratably to the Lenders. 

6. To the extent that any Revolving Advances are outstanding as of the Effective Date, the New Lender shall make Revolving Advances to the
Borrowers on the Effective Date in an amount equal to its Revolving Commitment Percentage of all Revolving Advances outstanding (after giving effect to the Revolving Advances of the New Lender and assuming that no Lender failed to make Revolving
Advances). 
 7. This Joinder 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 laws of the Commonwealth of Pennsylvania. 
 8. This Joinder may be signed
in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and delivery of executed signature pages hereof by telecopy or other electronic transmission from one
party to another shall constitute effective and binding execution and delivery of this Joinder by such party. 

  
 - 2 - 








 The New Lender is executing and delivering this Joinder as of the Effective Date and acknowledges
that it shall: (A) share ratably in all Revolving Advances borrowed by the Borrowers on and after the Effective Date; (B) participate in all new Domestic Rate Loans and LIBOR Rate Loans borrowed by the Borrowers on and after the Effective
Date according to its applicable Revolving Commitment Percentage; and (C) participate in all Letters of Credit outstanding on the Effective Date and issued by the Issuing Lender thereafter according to its ratable share of the Revolving
Commitments. 
 [SIGNATURE PAGE FOLLOWS] 

  
 - 3 - 








 [SIGNATURE PAGE TO LENDER JOINDER AND ASSUMPTION AGREEMENT] 

IN WITNESS WHEREOF, the New Lender has duly executed and delivered this Joinder as of the Effective Date. 

 

			
	[ADDITIONAL LENDER]
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 
					
		
	Address for Notices:	 	
		
	  
	 	
	  
	 	
	  
	 	









 [ACKNOWLEDGEMENT TO LENDER JOINDER AND ASSUMPTION AGREEMENT] 

 

			
	ACKNOWLEDGED:
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as
Agent

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	BORROWING AGENT:
	
	TDY INDUSTRIES, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  
 - 2 - 








 SCHEDULE 1 
  

					
	 Lender
	  	Revolving
Commitment
Amount	  	Revolving
Commitment
Percentage
		  		  	
		  		  	
		  		  	








 EXHIBIT 7.12(a) 

FORM OF  

BORROWER JOINDER AND ASSUMPTION AGREEMENT 

This Borrower Joinder and Assumption Agreement (“Joinder”) is made this      day of
            , 20    , by
                                        , a
[limited liability company/limited partnership/general partnership/corporation] (the “New Borrower”). 
 Background

 Reference is made to (i) that certain Revolving Credit and Security Agreement, dated as of September 23, 2015 (as may be
further amended, modified, supplemented or restated from time to time, the “Credit Agreement”), by and among OREGON METALLURGICAL, LLC, an Oregon limited liability company, ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability
company, TDY INDUSTRIES, LLC, a California limited liability company, INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company, ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company, TITANIUM WIRE CORPORATION, a
Pennsylvania corporation, ENVIRONMENTAL, INC., a California corporation, ATI TITANIUM LLC, a Delaware limited liability company, ATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company, ATI LADISH LLC, a Wisconsin limited liability company,
VALLEY MACHINING, INC., a Wisconsin corporation, ATI LADISH MACHINING, INC., a Nevada corporation, CHEN-TECH INDUSTRIES, INC., a Nevada corporation, PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation, ATI POWDER METALS LLC, a Pennsylvania limited
liability company, and ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company (collectively, the “Borrowers”, and each a “Borrower”), the Guarantors (as defined in the in the Credit Agreement)
party thereto, the Lenders (as defined in the Credit Agreement) party thereto, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, the “Agent”), and (ii) the Other
Documents referred to in the Credit Agreement, as the same may be modified, supplemented, amended or restated. 
 Agreement 

Capitalized terms defined in the Credit Agreement are used herein as defined therein. The New Borrower is a subsidiary of a Loan Party that
was created or acquired subsequent to the Closing Date. Pursuant to clause (a)(ii) of Section 7.1 [Merger, Consolidation, Acquisition and Sale of Assets] and Section 7.12 [Subsidiaries and Partnerships], it is a condition to the
Lenders’ and Agent’s obligations to continue to make the Advances under the Credit Agreement that the New Borrower, effective as of the date hereof: (i) become a party to the Credit Agreement and the Other Documents to which all of
the Borrowers are a party (collectively, the “Joinder Documents”); and (ii) assume the obligations of a Borrower thereunder pursuant to the terms and conditions of this Joinder. In consideration of the Obligations and of other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Borrowers, and in order to induce the Lenders and the Agent to continue to make the Advances under the Credit Agreement, the New Borrower, intending
to be legally bound, hereby covenants and agrees that effective as of the date hereof, it hereby is, and shall be deemed to be, a Borrower 







 
under the Credit Agreement and the other Joinder Documents, and agrees that from the date hereof and so long as any Advance or any Revolving Commitment of any Lender shall remain outstanding and
until the indefeasible payment in full of the Advances and the Notes and the performance of all other obligations of the Borrowers under the Other Documents, the New Borrower has assumed the obligations of a Borrower under each of the Joinder
Documents, and the New Borrower shall perform, comply with and be subject to and bound by, jointly and severally, each of the terms, provisions and waivers of the Credit Agreement and each of the other Joinder Documents and any other documents which
are stated to apply to or are made by a Borrower. Without limiting the generality of the foregoing, the New Borrower hereby represents and warrants that (i) each of the representations and warranties with respect to the Borrowers set forth in
Article 5 of the Credit Agreement is true and correct as to the New Borrower on and as of the date hereof as if made on and as of the date hereof by the New Borrower (except representations and warranties which relate solely to an earlier date or
time which representations and warranties shall be true and correct in all material respects on and as of the specific date or times referred to in said representations and warranties) and (ii) the New Borrower has heretofore received a true
and correct copy of the Credit Agreement and each of the Other Documents (including any modifications thereof or supplements or waivers thereto) as in effect on the date hereof. 

When executed and delivered, this Joinder may be attached to each of the Joinder Documents as evidence of the joinder of the undersigned in
and to each such Joinder Document. 
 The New Borrower hereby makes, affirms, and ratifies in favor of the Lenders and the Agent, the Credit
Agreement and each of the other Joinder Documents given by the Borrowers to the Agent and any of the Lenders. 
 The New Borrower is
simultaneously delivering to the Agent the following documents together with this Joinder required under clause (a)(ii) of Section 7.1 [Merger, Consolidation, Acquisition and Sale of Assets] and Section 7.12 [Subsidiaries and Partnerships]
of the Credit Agreement. 
  

					
	 Document
	  	 Delivered
	  	 Not

Delivered

			
	Opinion of Counsel (mandatory)	  	 ̈	  	 ̈
			
	Officer’s Certificate (mandatory)	  	 ̈	  	 ̈
			
	Secretary’s Certificate (mandatory)	  	 ̈	  	 ̈
			
	Lien Waivers (if applicable)	  	 ̈	  	 ̈
			
	UCC-1 Financing Statements naming New Borrower as debtor (mandatory)	  	 ̈	  	 ̈


  
 - 2 - 









							
	 Schedules to Credit Agreement
	  	 Delivered
	  	 Not

Delivered

				
	Schedule 1.2	 	Permitted Encumbrances (if applicable)	  	 ̈	  	 ̈
				
	Schedule 4.4	 	Collateral Locations; Place of Business; Chief Executive Office, Real Property (mandatory)	  	 ̈	  	 ̈
				
	Schedule 4.8(k)	 	Deposit Accounts (mandatory)	  	 ̈	  	 ̈
				
	Schedule 5.2(a)	 	States of Qualification and Good Standing (mandatory)	  	 ̈	  	 ̈
				
	Schedule 5.2(b)	 	Subsidiaries (mandatory)	  	 ̈	  	 ̈
				
	Schedule 5.4	 	Federal Tax Identification (mandatory)	  	 ̈	  	 ̈
				
	Schedule 5.6	 	Prior Names (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.7	 	Environmental Matters (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.8(b)(i)	 	Litigation (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.8(b)(ii)	 	Indebtedness (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.24	 	Equity Interests (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.28	 	Designated Customers (mandatory)	  	 ̈	  	 ̈
				
	Schedule 7.3	 	Guaranties (if applicable)	  	 ̈	  	 ̈
				
	Schedule 7.4	 	Investments (if applicable)	  	 ̈	  	 ̈
				
	Schedule 7.10	 	Transactions with Affiliates (if applicable)	  	 ̈	  	 ̈

 [Note: updates to schedules do not cure any breach of warranties unless 

expressly agreed in accordance with the terms of the Credit Agreement.] 

In furtherance of the foregoing, the New Borrower shall execute and deliver or cause to be executed and delivered at any time and from time to
time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary or proper in the opinion of the Agent to carry out more effectively the provisions and purposes of this Joinder and the Other
Documents. 
 [INTENTIONALLY LEFT BLANK] 

  
 - 3 - 








 IN WITNESS WHEREOF, and intending to be legally bound, the New Borrower has duly executed this
Joinder and delivered the same to the Agent for the benefit of the Lenders, on the date and year first above written, with the intention that it constitute a document under seal. 

 

			
	NEW BORROWER:
	
	  

		
	By:	 	 (SEAL)

	Name:	 	  

	Title:	 	  



  

			
	Acknowledged and accepted:
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as
Agent

		
	By:	 	  

	Name:	 	  

	Title:	 	  









 EXHIBIT 7.12(b) 

FORM OF  

GUARANTOR JOINDER AND ASSUMPTION AGREEMENT 

This Guarantor Joinder and Assumption Agreement (“Joinder”) is made this      day of
            , 20    , by
                                        , a
[limited liability company/limited partnership/general partnership/corporation] (the “New Guarantor”). 
 Background 

Reference is made to (i) that certain Revolving Credit and Security Agreement, dated as of September 23, 2015 (as may be further
amended, modified, supplemented or restated from time to time, the “Credit Agreement”), by and among OREGON METALLURGICAL, LLC, an Oregon limited liability company, ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company,
TDY INDUSTRIES, LLC, a California limited liability company, INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company, ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company, TITANIUM WIRE CORPORATION, a Pennsylvania
corporation, ENVIRONMENTAL, INC., a California corporation, ATI TITANIUM LLC, a Delaware limited liability company, ATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company, ATI LADISH LLC, a Wisconsin limited liability company, VALLEY
MACHINING, INC., a Wisconsin corporation, ATI LADISH MACHINING, INC., a Nevada corporation, CHEN-TECH INDUSTRIES, INC., a Nevada corporation, PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation, ATI POWDER METALS LLC, a Pennsylvania limited
liability company, and ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company (collectively, the “Borrowers”, and each a “Borrower”), the Guarantors (as defined in the in the Credit Agreement)
party thereto, the Lenders (as defined in the Credit Agreement) party thereto, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”), (ii) that certain Guaranty
and Suretyship Agreement, dated as of September     , 2015, by and among ATI FUNDING CORPORATION, a Delaware corporation, ATI OPERATING HOLDINGS, LLC, a Delaware limited liability company, TDY HOLDINGS, LLC, a Delaware limited
liability company, ATI PROPERTIES, INC., a Delaware corporation, ALC FUNDING CORPORATION, a Delaware corporation, ATI CANADA HOLDINGS, INC., a Delaware corporation, ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC., a California corporation, AII INVESTMENT
CORP., a Delaware corporation, ATI ALLEGHENY LUDLUM, INC., a Massachusetts corporation, TI OREGON, INC., an Oregon corporation, JESSOP STEEL, LLC, a Pennsylvania limited liability company, JEWEL ACQUISITION, LLC, a Delaware limited liability company
and AII ACQUISITION, LLC, a Pennsylvania limited liability company in favor of the Agent and the Lenders (the “Guaranty”), and (iii) the Other Documents referred to in the Credit Agreement, as the same may be modified,
supplemented, amended or restated. 







 Agreement 

Capitalized terms defined in the Credit Agreement are used herein as defined therein. In consideration of the New Guarantor becoming a
Guarantor under the terms of the Credit Agreement and in consideration of the value of the synergistic benefits received by New Guarantor as a result of becoming affiliated with Borrowers and the Guarantors, the New Guarantor hereby agrees that:
(i) on the date hereof, it shall execute and deliver to the Agent for the benefit of the Lenders any applicable documents as set forth in this Joinder; and (ii) effective as of the date hereof, it hereby is, and shall be deemed to be, a
Guarantor under the Credit Agreement, the Guaranty and each of the Other Documents to which the Guarantors are a party and agrees that from the date hereof and so long as any Advance or any Revolving Commitment of any Lender shall remain outstanding
and until the payment in full of the Advances and the Notes and the performance of all other obligations of the Borrowers under the Other Documents, the New Guarantor has assumed the obligations of a Guarantor under, and the New Guarantor shall
perform, comply with and be subject to and bound by, jointly and severally, each of the terms, provisions and waivers of the Credit Agreement, the Guaranty and each of the Other Documents which are stated to apply to or are made by a Guarantor.
Without limiting the generality of the foregoing, the New Guarantor hereby represents and warrants that (i) each of the representations and warranties with respect to the Guarantors set forth in Article 5 of the Credit Agreement is true and
correct as to the New Guarantor on and as of the date hereof as if made on and as of the date hereof by the New Guarantor (except representations and warranties which relate solely to an earlier date or time which representations and warranties
shall be true and correct in all material respects on and as of the specific date or times referred to in said representations and warranties) and (ii) the New Guarantor has heretofore received a true and correct copy of the Credit Agreement
and each of the Other Documents (including any modifications thereof or supplements or waivers thereto) as in effect on the date hereof. 

The New Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and the Agent the Credit Agreement and each of the Other
Documents given by the Guarantors to the Agent and any of the Lenders. 
 The New Guarantor is simultaneously delivering to the Agent the
following documents together with this Joinder required under clause (a)(ii) of Section 7.1 [Merger, Consolidation, Acquisition and Sale of Assets] and Section 7.12 [Subsidiaries and Partnerships] of the Credit Agreement. 

 

					
	 Document
	  	 Delivered
	  	 Not

Delivered

			
	Guaranty (mandatory)	  	 ̈	  	 ̈
			
	Opinion of Counsel (mandatory)	  	 ̈	  	 ̈
			
	Officer’s Certificate (mandatory)	  	 ̈	  	 ̈
			
	Secretary’s Certificate (mandatory)	  	 ̈	  	 ̈
			
	Lien Waivers (if applicable)	  	 ̈	  	 ̈
			
	UCC-1 Financing Statements naming New Guarantor as debtor (mandatory)	  	 ̈	  	 ̈


  
 - 2 - 









							
	 Schedules to Credit Agreement
	  	 Delivered
	  	 Not

Delivered

				
	Schedule 1.2	 	Permitted Encumbrances (if applicable)	  	 ̈	  	 ̈
				
	Schedule 4.4	 	Collateral Locations; Place of Business; Chief Executive Office, Real Property (mandatory)	  	 ̈	  	 ̈
				
	Schedule 4.8(k)	 	Deposit Accounts (mandatory)	  	 ̈	  	 ̈
				
	Schedule 5.2(a)	 	States of Qualification and Good Standing (mandatory)	  	 ̈	  	 ̈
				
	Schedule 5.2(b)	 	Subsidiaries (mandatory)	  	 ̈	  	 ̈
				
	Schedule 5.4	 	Federal Tax Identification (mandatory)	  	 ̈	  	 ̈
				
	Schedule 5.6	 	Prior Names (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.7	 	Environmental Matters (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.8(b)(i)	 	Litigation (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.8(b)(ii)	 	Indebtedness (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.24	 	Equity Interests (if applicable)	  	 ̈	  	 ̈
				
	Schedule 5.28	 	Designated Customers (mandatory)	  	 ̈	  	 ̈
				
	Schedule 7.3	 	Guaranties (if applicable)	  	 ̈	  	 ̈
				
	Schedule 7.4	 	Investments (if applicable)	  	 ̈	  	 ̈
				
	Schedule 7.10	 	Transactions with Affiliates (if applicable)	  	 ̈	  	 ̈

 [Note: updates to schedules do not cure any breach of warranties unless 

expressly agreed in accordance with the terms of the Credit Agreement.] 

In furtherance of the foregoing, the New Guarantor shall execute and deliver or cause to be executed and delivered at any time and from time
to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary or proper in the opinion of the Agent to carry out more effectively the provisions and purposes of this Joinder and the Other
Documents. 

  
 - 3 - 








 [INTENTIONALLY LEFT BLANK] 

  
 - 4 - 








 IN WITNESS WHEREOF, and intending to be legally bound, the New Guarantor has duly executed this
Joinder and delivered the same to the Agent for the benefit of the Lenders, on the date and year first above written, with the intention that it constitute a document under seal. 

 

					
	NEW GUARANTOR:
	
	  

			
	By:	 	  
	 	(SEAL)
	Name:	 	  

	Title:	 	  



  

			
	Acknowledged and accepted:
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as
Agent

		
	By:	 	  

	Name:	 	  









 EXHIBIT 16.3 

COMMITMENT TRANSFER SUPPLEMENT 

COMMITMENT TRANSFER SUPPLEMENT, dated as of                  ,
201    , among                      (the “Transferor Lender”), each Purchasing Lender executing this Commitment
Transfer Supplement (each, a “Purchasing Lender”), and PNC Bank, National Association (“PNC”) as agent for the Lenders (as defined below) under the Credit Agreement (as defined below). 

W I T N E S S E T H: 

WHEREAS, in accordance with Section 16.3 of the Revolving Credit and Security Agreement dated September 23, 2015 (as from time to
time further amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Credit Agreement”) by and among OREGON METALLURGICAL, LLC, an Oregon limited liability company, ALLEGHENY LUDLUM, LLC, a
Pennsylvania limited liability company, TDY INDUSTRIES, LLC, a California limited liability company, INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company, ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company,
TITANIUM WIRE CORPORATION, a Pennsylvania corporation, ENVIRONMENTAL, INC., a California corporation, ATI TITANIUM LLC, a Delaware limited liability company, ATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company, ATI LADISH LLC, a
Wisconsin limited liability company, VALLEY MACHINING, INC., a Wisconsin corporation, ATI LADISH MACHINING, INC., a Nevada corporation, CHEN-TECH INDUSTRIES, INC., a Nevada corporation, PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation, ATI
POWDER METALS LLC, a Pennsylvania limited liability company, and ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company (collectively, the “Borrowers”, and each a “Borrower”), the Guarantors (as defined in
the in the Credit Agreement) party thereto, the Lenders (as defined in the Credit Agreement) party thereto, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”), this Commitment
Transfer Supplement is being executed and delivered by the Transferor Lender and each Purchasing Lender, and consented to by Agent in accordance with Section 16.3 of the Credit Agreement; 

WHEREAS, each Purchasing Lender wishes to become a Lender party to the Credit Agreement; and 

WHEREAS, the Transferor Lender is selling and assigning to each Purchasing Lender, rights, obligations and commitments under the Credit
Agreement. 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 

1. All capitalized terms used herein which are not defined shall have the meanings given to them in the Credit Agreement, 

2. Upon receipt by Agent of four (4) counterparts of this Commitment Transfer Supplement, to each of which is attached a fully completed
Schedule I, and each of which has been executed by the Transferor Lender and Agent, Agent will transmit to Transferor Lender and 







 
each Purchasing Lender a Transfer Effective Notice, substantially in the form of Schedule II to this Commitment Transfer Supplement (a “Transfer Effective Notice”). Such Transfer
Effective Notice shall set forth, inter alia, the date on which the transfer effected by this Commitment Transfer Supplement shall become effective (the “Transfer Effective Date”), which date shall not be earlier than the first (1st) Business Day following the date such Transfer Effective Notice is received. From and after the Transfer Effective Date, each Purchasing Lender shall be a Lender party to the Credit Agreement
for all purposes thereof. 
 3. At or before 12:00 Noon Pittsburgh, Pennsylvania time) on the Transfer Effective Date each Purchasing Lender
shall pay to Transferor Lender, in immediately available funds, an amount equal to the purchase price, as agreed between Transferor Lender and such Purchasing Lender (the “Purchase Price”), of the portion of the Advances being purchased by
such Purchasing Lender (such Purchasing Lender’s “Purchased Percentage”) of the outstanding Advances and other amounts owing to the Transferor Lender under the Credit Agreement and the Other Documents. Effective upon receipt by
Transferor Lender of the Purchase Price from a Purchasing Lender, Transferor Lender hereby irrevocably sells assigns and transfers to such Purchasing Lender, without recourse, representation or warranty, and each Purchasing Lender hereby irrevocably
purchases, takes and assumes from Transferor Lender, such Purchasing Lender’s Purchased Percentage of the Advances and other amounts owing to the Transferor Lender under the Credit Agreement and the Other Documents together with all
instruments, documents and collateral security pertaining thereto. 
 4. Transferor Lender has made arrangements with each Purchasing Lender
with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by Transferor Lender to such Purchasing Lender of any fees heretofore received by Transferor Lender pursuant to the Credit Agreement prior to the Transfer
Effective Date and (ii) the portion, if any, to be paid, and the date or dates for payment, by such Purchasing Lender to Transferor Lender of fees or interest received by such Purchasing Lender pursuant to the Credit Agreement from and after
the Transfer Effective Date. 
 5. (a) All principal payments that would otherwise be payable from and after the Transfer Effective Date to
or for the account of Transferor Lender pursuant to the Credit Agreement and the Other Documents shall, instead, be payable to or for the account of Transferor Lender and Purchasing Lender, as the case may be, in accordance with their respective
interests as reflected in this Commitment Transfer Supplement. 
 (b) All interest, fees and other amounts that would otherwise accrue for
the account of Transferor Lender from and after the Transfer Effective Date pursuant to the Credit Agreement and the Other Documents shall, instead, accrue for the account of, and be payable to, Transferor Lender and Purchasing Lender, as the case
may be, in accordance with their respective interests as reflected in this Commitment Transfer Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Purchase
Price paid by any Purchasing Lender, Transferor Lender and each Purchasing Lender will make appropriate arrangements for payment by Transferor Lender to such Purchasing Lender of such amount upon receipt thereof from the Borrowers. 

6. Concurrently with the execution and delivery hereof, Transferor Lender will provide to each Purchasing Lender conformed copies of the
Credit Agreement and all related documents delivered to Transferor Lender. 

  
 - 2 - 








 7. Each of the parties to this Commitment Transfer Supplement agrees that at any time and from
time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Commitment Transfer
Supplement. 
 8. By executing and delivering this Commitment Transfer Supplement, Transferor Lender and each Purchasing Lender confirm to
and agree with each other and Agent and Lenders as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, Transferor Lender
makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, the Other Documents or any other instrument or document furnished pursuant thereto; (ii) Transferor Lender makes no representation or warranty and assumes no responsibility with respect to the
financial condition of Loan Parties or the performance or observance by Loan Parties of any of their Obligations under the Credit Agreement, the Other Documents or any other instrument or document furnished pursuant hereto; (iii) each
Purchasing Lender confirms that it has received a copy of the Credit Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to
enter into this Commitment Transfer Supplement; (iv) each Purchasing Lender will, independently and without reliance upon Agent, Transferor Lender or any other Lenders and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (v) each Purchasing Lender appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under
the Credit Agreement as are delegated to Agent by the terms thereof; (vi) each Purchasing Lender agrees that it will perform all of its respective obligations as set forth in the Credit Agreement to be performed by each as a Lender; and
(vii) each Purchasing Lender represents and warrants to Transferor Lender, Lenders, Agent and the Borrowers that it is either (x) entitled to the benefits of an income tax treaty with the United States of America that provides for an
exemption from the United States withholding tax on interest and other payments made by Loan Parties under the Credit Agreement and the Other Documents or (y) is engaged in trade or business within the United States of America. 

9. Schedule I hereto sets forth the revised Revolving Commitment Percentages of Transferor Lender and the Revolving Commitment
Percentage of each Purchasing Lender as well as administrative information with respect to each Purchasing Lender. 
 10. This Commitment
Transfer Supplement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania 
 [REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE IMMEDIATELY FOLLOWS] 

  
 - 3 - 








 IN WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer Supplement to be
executed and delivered by their respective duly authorized officers on the date set forth above. 
  

			
	  

	as Transferor Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	  

	as a Purchasing Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

			
	Consented to as of the date set forth above:
	
	 PNC BANK, NATIONAL ASSOCIATION
 as
Agent

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	[If necessary per terms of Credit Agreement]
	[Consented to:
	
	TDY INDUSTRIES, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	                                      
                                         
  ]








 SCHEDULE I TO COMMITMENT TRANSFER SUPPLEMENT 

LIST OF OFFICES, ADDRESSES FOR NOTICES AND COMMITMENT AMOUNTS 
  


			
	(Transferor Lender)	  	Revised Revolving Commitment Amount $        
		
		  	Revised Revolving Commitment Percentage     %
		
	(Purchasing Lender)	  	Revolving Commitment Amount $        
		
		  	Revolving Commitment Percentage     %
	
	Purchasing Lender’s Address for Notices
		
	  
	  	
	  
	  	
	  
	  	
		
	 Attention:
 Telephone:

Telecopier:
	  	








 SCHEDULE II TO COMMITMENT TRANSFER SUPPLEMENT 

(Form of Transfer Effective Notice) 
 To:
                                        , as
Transferor Lender and
                                        , as
Purchasing Lender: 
 The undersigned, as Agent under the Revolving Credit and Security Agreement dated September 23, 2015 (as from
time to time further amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Credit Agreement”) by and among ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company, TDY INDUSTRIES,
LLC, a California limited liability company, INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company, ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company, TITANIUM WIRE CORPORATION, a Pennsylvania corporation,
ENVIRONMENTAL, INC., a California corporation, ATI TITANIUM LLC, a Delaware limited liability company, ATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company, ATI LADISH LLC, a Wisconsin limited liability company, VALLEY MACHINING, INC., a
Wisconsin corporation, ATI LADISH MACHINING, INC., a Nevada corporation, CHEN-TECH INDUSTRIES, INC., a Nevada corporation, PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation, ATI POWDER METALS LLC, a Pennsylvania limited liability company, and
ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company (collectively, the “Borrowers”, and each a “Borrower”), the Guarantors (as defined in the in the Credit Agreement) party thereto, the Lenders (as
defined in the Credit Agreement) party thereto, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”), acknowledges receipt of four (4) executed counterparts of a completed
Commitment Transfer Supplement in the form attached hereto. [Note: Attach copy of Commitment Transfer Supplement]. Terms defined in such Commitment Transfer Supplement are used herein as therein defined. 

Pursuant to such Commitment Transfer Supplement, you are advised that the Transfer Effective Date will be
                 , 201    . 
 [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE IMMEDIATELY FOLLOWS] 







 
			
	 PNC BANK, NATIONAL ASSOCIATION
 as
Agent

		
	By:	 	  

	Name:	 	  

	Title:	 	  



 ACCEPTED FOR RECORDATION IN REGISTER:
                     







 Schedule 1.1 

Existing Letters of Credit 
  

															
	 	  	Issuing
Bank	  	Loan
Party	  	USD Amount	 	  	 Expiration
	  	 L/C Number
	  	 Purpose

							
	 1
	  	PNC	  	TDY	  	 	609,880.00	  	  	8/3/2016E	  	S258174NJY	  	Environmental
	 2
	  	PNC	  	TDY	  	 	2,000,000.00	  	  	11/30/2015E	  	S259370PGH	  	Environmental
	 3
	  	PNC	  	AL	  	 	750,000.00	  	  	1/1/2017E	  	S901599PGH	  	Workers’ Comp
	 4
	  	PNC	  	TDY	  	 	453,805.00	  	  	5/30/2016E	  	18109602-00-000	  	Workers’ Comp - North Carolina Allvac
	 5
	  	PNC	  	ATI	  	 	555,000.00	  	  	4/30/2016E	  	18119605-00-000	  	Workers’ Comp - General Liability
	 6
	  	PNC	  	TDY	  	 	235,179.00	  	  	2/20/2016E	  	18121190-00-000	  	State of California - Workers’ Comp
	 7
	  	PNC	  	AL	  	 	30,182.00	  	  	4/8/2016	  	18123586-00-000	  	Performance
	 Total
	  		  		  	 	4,634,046.00	  	  		  		  	
		  		  		  	  
	  
	 	  		  		  	

  

							
		 		  	                E = Automatic annual renewal
		 	 TDY = TDY Holdings, LLC
 AL =
Allegheny Ludlum, LLC
 ATI = Allegheny Technologies Incorporated
	  	








 SCHEDULE 1.2 

PERMITTED ENCUMBRANCES 

ALLEGHENY TECHNOLOGIES INCORPORATED 
  

 

									
	I.    	 	 DELAWARE
 SECRETARY OF
STATE

			
		 	A.    	 	UCC Financing Statements
				
		 		 	1.	 	      Secured Party: General Electric Capital Corporation
		 		 		 	File Number:    	 	53969426
		 		 		 	File Date:	 	12-15-2005
		 		 		 	Collateral:	 	Precautionary File
		 		 		 		 	Equip Covered: (1) 2005 Caterpillar AT13F02092 Model p60000 Forklift with all additions, attachments, accessories and proceeds now existing or here after acquired(Assignor S/P-Minority Alliance Capital LLC)
					
		 		 		 	Continuation:-	 	File Number: 02765943
		 		 		 	File Date:	 	8-9-2010
				
		 		 	2.	 	      Secured Party: General Electric Capital Corporation
		 		 		 	File Number:	 	53969590
		 		 		 	File Date:	 	12-15-2005
		 		 		 	Collateral:	 	Precautionary File Equip Covered: (1) 2005
		 		 		 		 	Caterpillar MJH04495 226B Skidsteer Loader with all additions, attachments, accessories and proceeds now existing or here after acquired(Assignor S/P- Minority Alliance Capital LLC
					
		 		 		 	Continuation:	 	File Number: 03173790
		 		 		 	File Date:	 	9-13-2010
				
		 		 	3.	 	      Secured Party: General Electric Capital Corporation
		 		 		 	File Number:	 	53970036
		 		 		 	File Date:	 	12-15-2005
		 		 		 	Collateral:	 	Precautionary File Equip Covered: (1) 2005
		 		 		 		 	Caterpillar MJH04495 226B Skidsteer Loader with all additions, attachments, accessories and proceeds now existing or here after acquired(Assignor S/P-Minority Alliance Capital LLC
					
		 		 		 	Continuation:	 	File Number: 03173493
		 		 		 	File Date:	 	9-13-2010


  
 1 









									
				
		 		 	4.	 	      Secured Party: De Lage Landen Financial Services, Inc.
		 		 		 	File Number:    	 	60127696
		 		 		 	File Date:	 	1-12-2006
		 		 		 	Collateral:	 	Precautionary File (1) Hoist F 220 28506 (2) Hoist
		 		 		 		 	2F220 28507 including all components, additions
		 		 		 		 	upgrades, attachments accessions substitutions,
		 		 		 		 	replacements, and proceeds of the foregoing
					
		 		 		 	Continuation:	 	File Number: 04583716
		 		 		 	File Date:	 	12-23-2010
				
		 		 	5.	 	      Secured Party: General Electric Capital Corporation
		 		 		 	File Number:	 	61501147
		 		 		 	File Date:	 	4-28-2006
		 		 		 	Collateral:	 	Precautionary File
		 		 		 		 	(1) Taylor model T520S Forklift serial number 32750 (Assignor S/P-Minority Alliance Capital LLC
					
		 		 		 	Continuation:	 	File Number:10551526
		 		 		 	File Date:	 	2-15-2011
				
		 		 	6.	 	Secured Party: General Electric Capital Corporation
		 		 		 	      File Number:	 	63819364
		 		 		 	      File Date:	 	11-1-2006
		 		 		 	      Collateral:	 	Precautionary File(1) 2006 Caterpillar Model p6000LP
		 		 		 		 	Lift Truck serial number AT13F03395 (Assignor S/P-Minority Alliance Capital LLC
					
		 		 		 	Amendment:	 	File Number: 64274262
		 		 		 	File Date:	 	11-29-2006
		 		 		 	    Minority Alliance Capital amended from Additional S/P to Assignor
					
		 		 		 	Amendment:	 	File Number: 12698804
		 		 		 	File Date:	 	7-13-2011
		 		 		 	      GE address amended
					
		 		 		 	Continuation:	 	File Number: 12699299
		 		 		 	File Date:	 	7-13-2011


  
 2 









									
				
		 		 	7.	 	      Secured Party: General Electric Capital Corporation Minority Alliance Capital, LLC
		 		 		 	      File Number:	 	64588513
		 		 		 	      File Date:	 	12-30-2006
		 		 		 	      Collateral:	 	Precautionary Filing (1) 2006 Caterpillar Model
		 		 		 		 	GP40K Fork Lift Truck Serial Number AT29C00918
					
		 		 		 	Amendment:	 	File Number: 14080779
		 		 		 	File Date:	 	10-21-2011
		 		 		 	    GE address amended
					
		 		 		 	Continuation:	 	File Number: 14080787
		 		 		 	File Date:	 	10-21-2011
				
		 		 	8.	 	Secured Party: General Electric Capital Corporation
		 		 		 	      File Number:	 	70068253
		 		 		 	      File Date:	 	12-28-2006
		 		 		 	      Collateral:	 	Precautionary Filing (2) 2006 Caterpillar DP115
		 		 		 		 	Model Forklift serial numbers 4DP10158, 4DP10159
					
		 		 		 	Continuation:	 	File Number: 14073147
		 		 		 	File Date:	 	10-21-2011
				
		 		 	9.	 	      Secured Party: General Electric Capital Corporation
		 		 		 	      File Number:	 	70077023
		 		 		 	      File Date:	 	12-29-2006
		 		 		 	      Collateral:	 	Precautionary Filing (18) 2006 Caterpillar forklifts,
		 		 		 		 	serial numbers:AT81F01323, AT29C00906,
		 		 		 		 	AT13F03394,AT9005398, AT13F50503,
		 		 		 		 	AT88A00566, AT79C51027, AT19C51035,
		 		 		 		 	AT19C02333, AT19C02332, AT13F03348,
		 		 		 		 	AT29C50437, AT19C80653, AT19C51037,
		 		 		 		 	AT89A00609, AT19C80654, AT29C00929,
		 		 		 		 	AR19C80562
					
		 		 		 	Continuation:	 	File Number: 14291749
		 		 		 	File Date:	 	11-7-2011
					
		 		 		 	Continuation:	 	File Number: 14355288
		 		 		 	File Date:	 	11-7-2011
					
		 		 		 	Amendment:	 	File Number: 14355353
		 		 		 	File Date:	 	11-7-2011


  
 3 









									
				
		 		 	10.	 	Secured Party: General Electric Capital Corporation
		 		 		 	File Number:	 	70108828
		 		 		 	File Date:	 	            1-3-2007
		 		 		 	Collateral:	 	Precautionary File(1) 2006 Komatsu model FG30HT
		 		 		 		 	Forklift serial Number 203708A with Solid Pneumatic Tiers, 4th Function Propane Tank and Fire Extinguisher
					
		 		 		 	Continuation:	 	File Number: 14306307
		 		 		 	File Date:	 	11-8-2011
					
		 		 		 	Amendment:	 	File Number: 14307206
		 		 		 	File Date:	 	11-8-2011
		 		 		 	    GE address Amended
				
		 		 	11.	 	      Secured Party: General Electric Capital Corporation
		 		 		 	      File Number:	 	71715506
		 		 		 	      File Date:	 	5-2-2007
		 		 		 	      Collateral:	 	Precautionary File (2) 2006 Hyster model S155XL,
		 		 		 		 	Forklift serial numbers: C024V02946E,
		 		 		 		 	C024V02890D
					
		 		 		 	Amendment:	 	File Number: 20486433
		 		 		 	File Date:	 	2-7-2012
		 		 		 	    GE address amended
					
		 		 		 	Continuation:	 	File Number: 20486441
		 		 		 	File Date:	 	2-7-2012
				
		 		 	12.	 	      Secured Party: Atel Capital Equipment Fund X, LLC
		 		 		 	      File Number:	 	71759611
		 		 		 	      File Date:	 	5-9-2007
		 		 		 	      Collateral:	 	Informational Filing - (1) caterpillar GP40K Lift Truck
		 		 		 		 	8,000lb Capacity s/n AT29C01224
		 		 		 		 	Located at 1700 Teledyne Rd., Monroe, NC 28110
					
		 		 		 	Continuation:	 	File Number: 21647827
		 		 		 	File Date:	 	4-27-2012
				
		 		 	13.	 	      Secured Party: Atel Capital Equipment Fund X, LLC
		 		 		 	      File Number:	 	71759645
		 		 		 	      File Date:	 	5-9-2007
		 		 		 	      Collateral:	 	(1) caterpillar GP40K Lift Truck 8,000lb Capacity s/n
		 		 		 		 	AT29C01224, Northwoods Industrial Park, 12247 (D) FM529, Houston TX, 77041
					
		 		 		 	Continuation:	 	File Number: 21647819
		 		 		 	File Date:	 	4-27-2012


  
 4 









									
				
		 		 	14.	 	      Secured Party: Atel Capital Equipment Fund X, LLC
		 		 		 	      File Number:	 	71759678
		 		 		 	      File Date:	 	5-7-2007
		 		 		 	      Collateral:	 	(1) caterpillar GP40K Lift Truck 8,000lb Capacity s/n
		 		 		 		 	AT29A01229, 2020 Ashcroft Ave, Monroe NC, 28110
					
		 		 		 	Continuation:	 	File Number: 21647801
		 		 		 	File Date:	 	4-27-2012
				
		 		 	15.	 	      Secured Party: Atel Capital Equipment Fund X, LLC
		 		 		 	      File Number:	 	72548674
		 		 		 	      File Date:	 	7-5-2007
		 		 		 	      Collateral:	 	(2) caterpillar Model DP70 D lift trucks 15,000lb
		 		 		 		 	Trucks s/n T20C63431 and T20C63432
					
		 		 		 	Continuation:	 	File Number: 22514026
		 		 		 	File Date:	 	6-28-2012
				
		 		 	16.	 	      Secured Party: Atel Capital Equipment Fund X, LLC
		 		 		 	      File Number:	 	72633013
		 		 		 	      File Date:	 	7-12-2007
		 		 		 	      Collateral:	 	(1) hoist lift truck model F220 serial 28666, 22,000# capacity
					
		 		 		 	Continuation:	 	File Number: 22633008
		 		 		 	File Date:	 	7-9-2012
				
		 		 	17.	 	      Secured Party: Atel Capital Equipment Fund X, LLC
		 		 		 	      File Number:	 	72721479
		 		 		 	      File Date:	 	7-19-2007
		 		 		 	      Collateral:	 	(1) Combilift Model C10000L 159 “ Simple Mast s/n
		 		 		 		 	8095 (1) Caterpillar Lift Truck Model GC40K-LP-STR, 8,000 lb capacity s/n AT 87A10353, (1) CaterpillarLift Truck Model p5000LP 5,000 capacity, s/n AT3510817 located 2020 Ashcroft Avenue, Monroe, NC, 28110
					
		 		 		 	Continuation:	 	File Number: 22633016
		 		 		 	File Date:	 	7-9-2012
				
		 		 	18.	 	      Secured Party: Atel Capital Equipment Fund XI
		 		 		 	      File Number:	 	73439725
		 		 		 	      File Date:	 	            9-11-2007
		 		 		 	      Collateral:	 	(1) New Caterpillar Model P6000- Lift Truck 6000lb
		 		 		 		 	capacity serial # AT 13F10493 located 1700 Teledyne Rd, Monroe, NC,26110
		 		 	Assignment File Number: 81555679
		 		 	File Date:            5-5-2008 US BANCORP Equipment Finance, Inc.
			
		 		 	Continuation File Number: 23462100
		 		 	File Date:            9-7-2012


  
 5 









									
				
		 		 	19.	 	Secured Party: Atel Capital Management Fund XI, Inc.
		 		 		 	File Number: 73439956
		 		 		 	File Date:	 	9-11-2007
		 		 		 	Collateral:	 	One New Toyota Model no 7FGCU60 Tire Forklift Serial No #61470, One New Cascade Model 120CFPS-188 Sideshifting Fork Positioner s/n 767770-1, 3 New Toyota Model 7FGCU35 Cushion Tire Forklifts s/ns 64490, 94491, 64494, (3) model FFP
4944B Bolzoni Auramo Sideshifting Fork Positioners w/load backrests s./n 330575US, 330576US, 33077US located 1357 E Rodney French Blvd, New Bedford, MA, 02744
			
		 		 	Assignment File Number: 81555661 US Bancorp Equipment Finance, Inc.
		 		 	File Date:            5-5-2008
			
		 		 	Continuation File Number: 23462118
		 		 	File Date:            9-7-2012
				
		 		 	20.	 	Secured Party: Atel Capital Equipment Fund XI, LLC
		 		 		 	File Number:	 	73536942
		 		 		 	File Date:	 	9-19-2007
		 		 		 	Collateral	 	One Caterpillar GP40K LP Lift Truck s/n AT29CO1282, One Kalmar DCE 1508 Lift Ruck s/n T43105, One Caterpillar GP40K Lift Truck s/n AT 29C10316 1700 Teledyne Rd, Monroe, NC, 26110
			
		 		 	Amendment File Number: 73933560
		 		 	File Date:            10-18-2007
		 		 	Amended Collateral and Real Estate
			
		 		 	Assignment File Number: 81555687 US Bancorp Equipment Finance, Inc.
		 		 	File Date:            5-5-5008
			
		 		 	Continuation File Number: 23462126
		 		 	File Date:            9-7-2012
				
		 		 	21.	 	Secured Party: Atel Capital Equipment Fund XI
		 		 		 	File Number: 73537304
		 		 		 	File Date:	 	9-19-2007


  
 6 









									
		 		 		 	Collateral:	 	(2) Caterpillar Model P600-LP Lift Trucks s/n AT13Fs 10456 & AT10457, (1) Caterpillar Model GP40K Lift Truck s/n AT29C10302, (1) Caterpillar GP50K Lift Truck s/n AT33B60276, 2020 Ashcraft Ave, Monroe, NC, 28111; (1) Caterpillar
P6500-LP Lift truck s/n 13F60192, (1) Caterpillar GP50 K Lift Truck s/n AT33B60274 4374 Lancaster Highway, Richburg, SC 29729
			
		 		 	Assignment File Number: 81555695 US Bancorp Equipment Finance, Inc.
		 		 	File Date:        5-5-2008
			
		 		 	Continuation File Number: 23462142
		 		 	File Date:        9-7-2012
				
		 		 	22.	 	Secured Party: Bank Financial, FSB
		 		 		 	File Number:	 	73784138
		 		 		 	File Date:	 	10-8-2007
		 		 		 	Collateral:	 	Specified equipment
			
		 		 	Continuation File Number: 23759182
		 		 	File Date:        9-28-2012
			
		 		 	Assignment File Number 73782549 Kingsbridge Holdings, LLC
		 		 	File Date:        10-1-2012
				
		 		 	23.	 	Secured Party: Atel Capital Equipment Fund XI, LLC
		 		 		 	File Number:	 	73815148
		 		 		 	File Date:	 	10-10-2007
		 		 		 	Collateral:	 	(1) Genie Boomlift s/n Z4525-7A-34665, (1) Genie Boomlift s/n Z3407-6322 80 Valley Street, Wallingford CT, 06492
			
		 		 	Assignment File Number: 81555703 US Bancorp Equipment Finance, Inc.
		 		 	File Date:        5-5-2008
			
		 		 	Continuation File Number: 23804046
		 		 	File Date:        10-2-2012
				
		 		 	24.	 	Secured Party: Regions Equipment Finance
		 		 		 	File Number:	 	74263140
		 		 		 	File Date:	 	11-5-2007
		 		 		 	Collateral:	 	(2) Taylor Made Forklifts s/n 33478, 33451 950 10th street Midland PA 15059
			
		 		 	Continuation: File Number 24378305
		 		 	File Date:        11-2-2012


  
 7 









									
				
		 		 	25.	 	Secured Party: Atel Capital Equipment Fund XI, LLC
		 		 		 	File Number: 74634597
		 		 		 	File Date:	 	12-7-2007
		 		 		 	Collateral:	 	New Cat Electric Walkie s/n 90266540, (1) Crown Industrial Battery s/n 51230G7, (1) Industrial Single Phase Charger CR12FRI-255 s/n MPI 276087, (1) New Cat Forklift s/n AT9010807, (1) New Cat Forklift Truck Model C5000 s/n/
AT9011808 100 River Rd, Brackenridge, PA 15014
			
		 		 	Assignment: File Number 81567013 US Bancorp Equipment Finance
		 		 	File Date:        5-6-2008
			
		 		 	Continuation: File Number 24611937
		 		 	File Date:        11-30-2012
				
		 		 	26.	 	Secured Party: Atel Capital Equipment Fund XI, LLC
		 		 		 	File Number:	 	80190221
		 		 		 	File Date:	 	1-16-2008
		 		 		 	Collateral:	 	(1) Hyster H155FT GM 4.3 Wet Disc Engine Lift Truck s/n H006V02008E at 695 Ohio Street, Lockport NY, 14094
			
		 		 	Assignment: File Number 81555414 US Bancorp Equipment Finance
		 		 	File Date:        5-5-2008
			
		 		 	Continuation: File Number 30140328
		 		 	File Date:        1-10-2013
				
		 		 	27.	 	Secured Party: Atel Capital Equipment Fund XI, LLC
		 		 		 	File Number:	 	  80788768
		 		 		 	File Date:	 	3-5-2008
		 		 		 	 Collateral:
	 	(5) New Caterpillar Forklift Trucks Model DP40KL s/n AT19C6034, AT19C60344, AT1960345, AT19C6036 AT19C60347 at 100 River Rd, Brackenridge PA 15014
			
		 		 	Continuation: File Number 23802628
		 		 	File Date:        10-2-2012
				
		 		 	28.	 	Secured Party: Atel Capital Equipment Fund X, LLC
		 		 		 	File Number:	 	2008 0957249
		 		 		 	File Date: 3-18-2008
		 		 		 	Collateral: Caterpillar Diesel Lift Truck
			
		 		 	Continuation File Number: 2013 0904301
		 		 	File Date: 3-8-2013


  
 8 









									
				
		 		 	29.	 	Secured Party: Atel Leasing Corporation
		 		 		 	File Number:	 	81170305
		 		 		 	File Date:	 	4-3-2008
		 		 		 	Collateral:	 	Precaution Filing/Lease Schedules A to Equipment Schedules No18 and 19 for Equipment located at 1600 Salem Road NE, Albany, OR 97321
			
		 		 	Assignment: File Number 81620275
		 		 	File Date:        5-9-2008
			
		 		 	Assignment: File Number 82304523 Atel Capital Equipment Fund X
		 		 	File Date:        7-7-2008
		 		 	  Partial Assignment Equipment Schedule 20 located at 3750 Alloy Way, Monroe NC, 28111
			
		 		 	Assignment: File Number 21505546 ATEL Leasing Income Fund
		 		 	File Date:        4-18-2012
		 		 	  Partial Assignment: Equipment Schedule No 21 located at 101 Kingsgate Way, Richland, WA, 99352
			
		 		 	Assignment: File Number 21866658 ATEL Leasing Income Fund
		 		 	File Date:        5-15-12
		 		 	  Partial Assignment Equipment Schedule No 22 located at 3101 Kingsgate Way, Richland WA, 99352
		
		 	Assignment: File Number 22573477 ATEL Leasing Income Fund
		 	File Date:        7-3-2012
		 	  Partial Assignment Equipment Schedule No 23 located at 2020 Ashcroft Ave, Monroe NC, 28110; 4374 Lancaster Hwy. Richburg, SC 29729 and 695 Ohio Street, Lockport, NY 14094
		
		 	Assignment: File Number 22573485 ATEL Leasing Income Fund
		 	File Date:        7-3-2012
		 	  Partial Assignment Equipment Schedule No 24 located 100 River Road, Brackenridge PA 15014
		
		 	Assignment: File Number 22730028 ATEL Leasing Income Fund
		 	File Date:        7-16-2012
		 	  Partial Assignment Equipment Schedule No 25 located at 3101 Kingsgate Way Richland WA, 99352
		
		 	Continuation: File Number 23930411


  
 9 









									
		 	File Date:        10-11-2012
		 	 Additional Secured Parties: Atel Capital Fund X, Atel Leasing Income Fund

		
		 	Assignment: File Number 24863736 ATEL Leasing Income Fund
		 	File Date:        12-13-2012
		 	 Partial Assignment Equipment Schedule 26 located at 3101 Kingsgate Way, Richland WA, 99352

		
		 	Assignment: File Number 42432011
		 	File Date:        6-17-2014
		 	 Partial Assignment Forklift s/n F879V01551M located at 1500 W Main Street, Louisville OH, 44651

		
		 	Assignment: File Number 43386331 Rasmala Leasing Fund, L.P.
		 	File Date:        8-22-2014
		 	 Partial Assignment (1) Articulating Boom s/n 030019653 located at 2020 Ashcraft Ave, Monroe NC, 28110 030019653; (1) Skid Steer
Uniloader s/n NCM451946, (1) Bucket Uniloader s/n 66”BKT

		
		 	Assignment: File Number 44019741 Rasmala Leasing Fund, L.P.
		 	File Date:        9-30-2014
		 	 Partial Assignment Advance SW8000 77G Rider Sweeper SN10000054042 located at 585 Silicon Drive, Leechburg, PA 1565

		
		 	Assignment: File Number 44611661 Rasmala Leasing Fund, L.P.
		 	File Date:        11-14-2014
		 	 Partial Assignment Advance Weise USA 1Scissorlift and 10 Forklifts located at 250 E Lafayette St., Portland, IN 47371

		
		 	Assignment: File Number 44755989 Rasmala Leasing Fund, L.P.
		 	File Date:        11-20-2014
		 	 Partial Assignment Burns Industrial Equipment 2 Forklifts and 2 Battery Units, 2 Charger Units located at 400 Corporate Dr., Lebanon KY
40033

		
		 	Assignment: File Number 45099411 ATEL Leasing Income Fund II, L.P.
		 	File Date:        12-16-2014
		 	 Partial Assignment Equipco 10 Forklifts,2 Battery Units, 2 Charger Units and 3 Stackers located at River Road, Brakenridge PA
15014

		
		 	Assignment: File Number 45210059 Rasmala Leasing Fund, L.P.
		 	File Date:        12-22-2014
		 	 Partial Assignment Equipco 1 Forklift, 2 Lift Trucks located at River Road, Brakenridge PA 15014 and 1 Forklift located at 1 Kiski Ave Ext,
Leechburg PA 15656 (CHECK COLLATERAL PAGES) 2 Forklifts located at 7400 Hwy 20 Huntsville AL 35806



  
 10 









									
		
		 	Assignment: File Number 50076520 ATEL Leasing Income Fund II, L.P.
		 	File Date:        1-2-2015
		 	 Partial Assignment Equipco 8 Forklifts, 2 Positioner and 4 Stackers located at 130 Lincoln Ave, Vandergrift, PA 15690 and 4 Forklifts located at
585 Silicon Drive Leechburg PA 15656

		
		 	Assignment: File Number 0167410 ATEL Leasing Income Fund II, L.P.
		 	File Date:        1-14-2015
		 	 Partial Assignment Equipco 15 Forklifts located at 1600 NE Old Salem Road, Albany OR 97321

		
		 	Assignment: File Number 50167410 ATEL Leasing Income Fund II, L.P.
		
		 	File Date:        1-14-2015
		
		 	 Partial Assignment Equipco 15 Forklifts located at 1600 NE Old Salem Road, Albany OR 97321

		
		 	Assignment: File Number 50277698 ATEL Leasing Income Fund II, L.P.
		 	File Date:        1-22-2015
		 	 Partial Assignment Equipco 2 Lift Trucks located at 3750 Alloy Way Monroe NC, 28111

		
		 	Assignment: File Number 50370055 Rasmala Leasing Fund L.P.
		 	File Date:        1-22-2015
		 	 Partial Assignment Equipco 7 Lift Trucks, 1 Scissor Lift and Rider Sweeper Scrubber located at 3750 Alloy Way Monroe NC, 28111 and 15 Lift
Trucks and Two Fork Lifts located at 2020 Ashcraft Ave., Monroe NC 28111

		
		 	Assignment: File Number 50657329 Rasmala Leasing Fund L.P.
		 	File Date:        2-16-2015
		 	 Partial Assignment Equipco 3 Forklifts located at 530 34th Avenue SW Albany OR 97321 and 1 Forklift located at 4374 Lancaster Highway Righburg
SC 29729

		
		 	Assignment: File Number 50698976 ATEL Leasing Income Fund II L.P.
		 	File Date:        2-16-2015
		 	 Partial Assignment Burns Industrial 1 Forklift located at 100 Jack Berg Lane Coon Valley WI 54623

		
		 	Assignment: File Number 50718675 ATEL Leasing Income Fund II L.P.
		 	File Date:        2-18-2015
		 	 Partial Assignment Equipco Forklifts located at 1600 NE Old Salem Road, Albany OR 97321

		
		 	Assignment: File Number 51479939 Rasmala Leasing Fund L.P.
		 	File Date:        3-31-2015
		 	 Partial Assignment Equipco 4 Forklifts located at 530 34th Avenue SW Albany OR
97322



  
 11 









							
		
		 	Assignment: File Number 52868031 ATEL Leasing Corporation
		 	File Date:        7-2-2015
		 	 Partial Assignment ATEL 16, LLC and Collateral Change

		
		 	Assignment: File Number 52999570 ATEL Leasing Corporation
		 	File Date:        7-2-2015
		 	 Partial Assignment ATEL 16, LLC and Collateral Change

			
		 	30.	 	Secured Party: MB Financial Bank, N.A.
		 		 	File Number:	 	02986796
		 		 	File Date:	 	8-26-2010
		 		 	Collateral:	 	Informational filing for Specific Equipment s/n THC300S 36190, THC 200S related to Master Lease Agreement dated 6-9-2008
			
		 	31.	 	Secured Party: Tilogy Leasing Co., LLC
		 		 		 	    1st Constitution Bank
		 		 	File Number:	 	03669706
		 		 	File Date:	 	  10-20-2010
		 		 	Collateral:	 	Informational filing for Specific Equipment s/n #2FC Cat Walk Sweeper 57250572511 to Master Lease Agreement dated 6-9-2008 located at 12633 North Rowley Road Street, North Skull Valley UT, 84029
			
		 	32.	 	Secured Party: Commonwealth Capital Corp
		 		 	File Number:	 	04122150
		 		 	File Date:	 	11-23-2010
		 		 	Collateral:	 	Accounts, contract rights, chattel paper, inventory, and instruments consisting of Equip. Sch. 1 dated 7-22-2010 with accessories accessions and attachments - Crane Scales s/n 6586153414; 6586354246; 6586454284
			
		 	33.	 	Secured Party: Fifth Third Leasing Company
		 		 	File Number:	 	04146191
		 		 	File Date:	 	11-24-2010
		 		 	Collateral:	 	Informational filing for related to Master Lease Agreement dated 8-10-2010 -locations on schedule A
			
		 	34.	 	Secured Party: Tilogy Leasing Co., LLC
		 		 		 	    1st Constitution Bank
		 		 	File Number:	 	04247940
		 		 	File Date:	 	  12-3-2010
		 		 	Collateral:	 	Machine Rotator 120D-RRB-230C


  
 12 









							
			
		 	35.	 	Secured Party: Meridian Leasing Corporation
		 		 	File Number:	 	04333534
		 		 	File Date:	 	12-9-2010
		 		 	Collateral:	 	All equipment under master lease agreement 4-1-2006 all accessions thereto manufactured JLG Industries s/n 03000133477
			
		 	36.	 	Secured Party: MB Financial Bank, N.A.
		 		 	File Number:	 	10530256
		 		 	File Date:	 	2-14-2011
		 		 	Collateral:	 	Informational filing - according to Master Lease Equip. Sch.9 dated 6-9-2008 (1) Caterpillar unit s/n ATI19D80039
		
		 	Amendment: File Number 11182750
		 	File Date:        3-31-2011
		 	Amended (added) Debtor information TDY Industries
			
		 	37.	 	Secured Party: MB Financial Bank , N.A
		 		 	File Number:	 	10530280
		 		 	File Date:	 	2-14-2011
		 		 	Collateral:	 	Informational filing -(2) Delta Alloy Analyzer s/n 500322, 500392 according to Master Lease Equip. Sch.8 dated 6-9-2008
			
		 	38.	 	Secured Party: MB Financial Bank , N.A
		 		 	File Number:	 	10950645
		 		 	File Date:	 	3-15-2011
		 		 	Collateral:	 	Specific Equipment located at 1600 Old Salem Rd., Albany OR, 97321
			
		 	39.	 	Secured Party: MB Financial Bank, N.A
		 		 	File Number:	 	10950660
		 		 	File Date:	 	3-15-2011
		 		 	Collateral:	 	Specific Equipment-Forklifts s/n 70390, 70392
			
		 	40.	 	Secured Party: MB Financial Bank , N.A
		 		 	File Number:	 	11063950
		 		 	File Date:	 	3-23-2011
		 		 	Collateral:	 	Specific Equipment s/n 981053 located at 12633 North Rowley, Street, North Skull Valley UT, 84029
			
		 	41.	 	Secured Party: CSI Leasing Inc.
		 		 	File Number:	 	11198509
		 		 	File Date:	 	3-31-2011
		 		 	Collateral:	 	Specific Equipment (Storage) located at 1000 Six PPG Place, Pittsburgh, PA 15222 related to Master lease agreement 191998 on Schedule 8


  
 13 









							
		 	Amendment: File Number 12661653
		 	File Date:        7-12-2011
		 	    Amended collateral and location
		
		 	Assignment: File Number 12661703 First Bank of Highland Park
		 	File Date:        7-12-2011
			
		 	42.	 	Secured Party: MB Financial Bank, NA
		 		 	File Number:	 	11668758
		 		 	File Date:	 	5-4-2011
		 		 	Collateral:	 	Specific Equipment located at 1600 Old Salem Road, Albany OR 97321
		
		 	Amendment: File Number 11799777
		 	File Date:        5-12-2011
		 	  Amended (added) Debtor TDY Industries and location
			
		 	43.	 	Secured Party: MB Financial Bank, N.A.
		 		 	File Number:	 	11853459
		 		 	File Date:	 	5-17-2011
		 		 	Collateral:	 	Informational filing - according to Master Lease Equip. Sch.14 dated 6-9-2008 - equipment located at 530 34th Avenue SW Street, Albany OR 97321
			
		 	44.	 	Secured Party: Norlift of Oregon, Inc.
		 		 	File Number:	 	11960924
		 		 	File Date:	 	  5-4-2011
		 		 	Collateral:	 	NCM - Wollard s/n22-C-3785
			
		 	45.	 	Secured Party: NMGH Financial Services, Inc.
		 		 	File Number:	 	12093287
		 		 	File Date:	 	  6-1-2011
		 		 	Collateral:	 	Informational filing -Forklift s/n 36558 according to Master Lease Equip. Sch.1 dated 5-16-11- equipment located at 1500 W Main Street Louisville OH 44641
			
		 	46.	 	Secured Party: CCA Financial, LLC
		 		 	File Number:	 	12466491
		 		 	File Date:	 	  6-28-2011
		 		 	Collateral:	 	Precautionary Filing - All personal property, wherever and whenever acquired, identified in any lease schedule subject to the Master Lease Agreement dated 6-20-2011
		
		 	Assignment: File Number 12959214 Wells Fargo Bank
		 	File Date:        8-1-2011
		 	  Collateral: all equipment and software subject


  
 14 









							
		 	47.	  	Secured Party: MB Financial Bank, N.A.
		 		  	File Number:	 	12819194
		 		  	File Date:	 	7-21-2011
		 		  	Collateral:	 	Informational filing - Master Lease Equip. Sch.15 dated 6-9-2008 Specific Equipment located at 530 34th Avenue SW, Albany OR 97321
		
		 	Amendment: File Number 50617711
		 	File Date:      2-12-2015
		 	  Amended Debtor: TDY Industries LLC
			
		 	48.	  	Secured Party: Coretech Leasing Inc.
		 		  	File Number:	 	12863663
		 		  	File Date:	 	7-25-2011
		 		  	Collateral:	 	Informational filing - Master Lease Equip. Sch.1 dated 6-24-2011 Specific Equipment s/n 30534; 10132 located at 1357 E Rodney French Blvd New Bedford CT 02744
		
		 	Amendment: File Number 12943143
		 	File Date:      7-29-2011
		 	  Amended Collateral
		
		 	Assignment: File Number 12943150 Bank of the West
		 	File Date:      7-21-2011
		
		 	Amendment: File Number 12949348
		 	File Date:      7-29-2011
		 		  	   Amended SP Name Trek Equipment Corporation

			
		 	49.	  	Secured Party: First Eagle Bank
		 		  	File Number:	 	13102038
		 		  	File Date:	 	8-10-2011
		 		  	Collateral:	 	Informational filing - Master Lease Equip. Sch.1 dated 7-26-2011 Specific Equipment located at 130 Lincoln Ave, Vandergrift PA 15690
		
		 	Amendment: File Number 13237487
		 	File Date:      8-19-2011
		 	  Amended collateral Master Lease Equip Sch 2. Dated 7-26-2011


  
 15 









							
		 	50.	  	Secured Party: MB Financial Bank, N.A.
		 		  	File Number:	 	13174029
		 		  	File Date:	 	8-16-2011
		 		  	Collateral:	 	Informational filing - Master Lease Equip. Sch.16 dated 6-8-2011 Specific Equipment s/n AT14E30575, A3NT12864 located at 1600 Old Salem Road, Albany OR 97321
			
		 	51.	  	Secured Party: CHG-Meridan US Finance Ltd
		 		  	File Number:	 	13505628
		 		  	File Date:	 	9-13-2011
		 		  	Collateral:	 	Informational filing - Master Lease Equip. Sch.8362-002 dated 4-16-2011 Specific Equipment s/n 500719, 500718, 500721, 500772, 500761 located at 2020 Ashcraft Ave, Monroe NC, 28111
			
		 	52.	  	Secured Party: MB Financial Bank N.A.
		 		  	File Number:	 	13656306
		 		  	File Date:	 	9-23-2011
		 		  	Collateral:	 	Informational filing - Master Lease Equip. Sch.017 dated 6-9-2008 Specific Equipment s/n AT18C30607, AT18C30608, AT19D80086, AT19D80089, AT19D80087, AT28C501665 located at 1600 Old Salem Rd, Albany OR 97321
			
		 	53.	  	Secured Party: MB Financial Bank N.A.
		 		  	File Number:	 	14479021
		 		  	File Date:	 	11-22-2011
		 		  	Collateral:	 	Informational filing - Master Lease Equip. Sch.019 dated 6-9-2008 Specific Equipment located at 530 34th Avenue SW, Albany OR 97321
			
		 	54.	  	[Intentionally Deleted]
			
		 	55.	  	Secured Party: Bank of the West
		 		  	 Trek Equipment Corporation

		 		  	File Number:	 	15016913
		 		  	File Date:	 	12-29-2011
		 		  	Collateral:	 	Informational filing -Master Lease dated 6-24-2011 Equip Sch 2 dated 12-1-2011
		
		 	Amendment: File Number 20464505
		 	File Date:      2-6-2012
		 	Amend TDY Industries Debtor information


  
 16 









							
		 	56.	  	Secured Party: Bank of the West
		 		  	 Trek Equipment Corporation

		 		  	File Number:	 	15017101
		 		  	File Date:	 	12-29-2011
		 		  	Collateral:	 	Informational filing -Master Lease dated 6-24-2011 Equip Sch 3 dated 12-9-2011
		
		 	Amendment: File Number 20464513
		 	File Date:      2-6-12
		 	  Amend Allegheny Ludlum Debtor information
			
		 	57.	  	Secured Party: Bank of the West
		 		  	 Trek Equipment Corporation

		 		  	File Number:	 	20038283
		 		  	File Date:	 	1-4-2012
		 		  	Collateral:	 	Informational filing -Master Lease dated 6-24-2011 Equip Sch 4 dated 12-28-2011 Specific equipment located at 950 Tenth St., Midland Beaver, PA 15059 and 1200 Midland Ave., Beaver PA 15059
		
		 	Amendment: File Number 20464489
		 	File Date:      2-6-2012
		 	  Amend Allegheny Ludlum Debtor information
			
		 	58.	  	Secured Party: Bank of the West
		 		  	 Trek Equipment Corporation

		 		  	File Number:	 	20157455
		 		  	File Date:	 	1-12-2012
		 		  	Collateral:	 	Informational filing -Master Lease dated 6-24-2011 Equip Sch 5 dated 12-28-2011 Specific equipment located at 2020 Ashcraft Ave., Monroe NC, 28111 and 1700 Teledyne Rd., Monroe, NC 28111
		
		 	Amendment: File Number 20464463
		 	File Date:      2-6-2012
		 	  Amend TDY Industries Debtor information
			
		 	59.	  	Secured Party: Bank of the West
		 		  	 Trek Equipment Corporation

		 		  	File Number:	 	20159881
		 		  	File Date:	 	1-12-2012
		 		  	Collateral:	 	Informational filing -Master Lease dated 6-24-2011 Equip Sch 6 dated 12-28-2011 Specific equipment located at 2020 Ashcraft Ave., Monroe NC, 28111 and 44373 Lancaster Hwy., Richburg. SC 29729, 695 Ohio St,. Lockport, NY,
14094
		
		 	Amendment: File Number 20464455
		 	File Date:      2-6-2012
		 	  Amend TDY Industries Debtor information


  
 17 









							
		 	60.	  	Secured Party: Regions Equipment Finance
		 		  	File Number:	 	21161217
		 		  	File Date:	 	3-27-2012
		 		  	Collateral:	 	Information Filing - Accounts, Contract rights, Chattel Paper, instruments consisting of Sch. 1 of Master lease 5-1-2003, all rentals and other payments, the equipment subject to the lease, all instruments, documents of title,
securities relating to the equipment - location 2020 Ashcraft Ave., Monroe NC 28111
			
		 	61.	  	Secured Party: Bank of the West
		 		  	 Trek Equipment Corporation

		 		  	File Number:	 	21394883
		 		  	File Date:	 	4-11-2012
		 		  	Collateral:	 	Informational filing - Specific Equip- Lift Truck s/n 28275 related to Master Lease dated 6-24-2011 Equip Sch 7 dated 3-27-2012 Specific equipment located at 120 Lincoln Ave., Vandergrift., PA 15690
			
		 	62.	  	Secured Party: General Electric Capital Corporation
		 		  	File Number:	 	21397142
		 		  	File Date:	 	4-11-2012
		 		  	Collateral:	 	Informational filing - Boom Lift s/n S 6006-14504
			
		 	63.	  	Secured Party: Bank of the West
		 		  	 Trek Equipment Corporation

		 		  	File Number:	 	21554593
		 		  	File Date:	 	4-23-2012
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 6-24-2011 Equip Sch 8 dated 4-20-2012 located at 2020 Ashcraft Ave., Monroe NC, 28111 and 44373 Lancaster Hwy., Richburg. SC 29729, 695 Ohio St,. Lockport, NY,
14094
			
		 	64.	  	Secured Party: De Lage Landen Financial Services, Inc.
		 		  	File Number:	 	22167239
		 		  	File Date:	 	6-6-2012
		 		  	Collateral:	 	Informational filing - Material handler s/n 835.0.1354 with all components


  
 18 









							
		 	65.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	22702001
		 		  	File Date:	 	7-13-2012
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 7-5-2012 Equip Sch 1 located at 1600 Old Salem Rd., Albany OR 97321
			
		 	66.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	23017318
		 		  	File Date:	 	8-6-2012
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 7-5-2012 Equip Sch 2 located at 1600 Old Salem Rd., Albany OR 97321
			
		 	67.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	23176023
		 		  	File Date:	 	8-16-2012
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 7-5-2012 Equip Sch 3 located at 1600 Old Salem Rd., Albany OR 97321
			
		 	68.	  	Secured Party: Toyota Motor Credit Corp.
		 		  	File Number:	 	23279140
		 		  	File Date:	 	8-14-2012
		 		  	Collateral:	 	Informational filing - Specific Equip (18) Toyota Forklifts specified by serial number, (1) fork positioner,(1) battery, (1) charger
			
		 	69.	  	Secured Party: Toyota Motor Credit Corp.
		 		  	File Number:	 	2379215
		 		  	File Date:	 	8-14-2012
		 		  	Collateral:	 	(1) Electric Scissor Lift s/n 0200208298
			
		 	70.	  	Secured Party: Key Equipment Finance Inc.
		 		  	File Number:	 	24165215
		 		  	File Date:	 	10-29-2012
		 		  	Collateral:	 	Specific Equipment detailed by Serial number on attachment
			
		 	71.	  	Secured Party: Key Equipment Finance Inc.
		 		  	File Number:	 	24167310
		 		  	File Date:	 	10-29-2012
		 		  	Collateral:	 	(2) Caterpillar Lift Trucks s/n AT13F11364, AT13F11365
			
		 	72.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	24330124
		 		  	File Date:	 	11-9-2012
		 		  	Collateral:	 	Informational filing - Specific Equip (7) Hyster Model Lift Trucks) related to Master Lease dated 7-5-2012 Equip Sch 4


  
 19 









							
		 	73.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	24730711
		 		  	File Date:	 	12-6-2012
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 7-5-2012Equip Sch 6 located at 1600 Old Salem Rd., Albany, OR 97321
		
		 	Assignment: File Number 33554137 FirstMerit Bank, N.A.
		 	File Date:      9-12-2013
			
		 	74.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	25033966
		 		  	File Date:	 	12-26-2012
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 7-5-2012 Equip Sch 7 located at 1600 Old Salem Rd., Albany, OR 97321
		
		 	Assignment: File Number 33553717 FirstMerit Bank, N.A.
		 	File Date:      9-12-2013
			
		 	75.	  	Secured Party: Fifth Third Equipment Finance Company
		 		  	File Number:	 	25037967
		 		  	File Date:	 	12-26-2012
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 8-10-2010 Equip Sch 2 located at 530 34th 34th Ave SW Albany , OR 97321
			
		 	76.	  	Secured Party: Fifth Third Equipment Finance Company
		 		  	File Number:	 	25106598
		 		  	File Date	 	12-31-12
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 8-10-2010 Equip Sch 3 located at 950 10th St., Beaver PA 15059
			
		 	77.	  	Secured Party: Fifth Third Equipment Finance Company
		 		  	File Number:	 	25106614
		 		  	File Date:	 	12-31-2012
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 8-10-2010 Equip Sch 4 located at 235 Industrial Park Rd., Frackville, PA 17931
			
		 	78.	  	Secured Party: The Walden Asset Group LLC
		 		  	File Number:	 	30446972
		 		  	File Date:	 	2-4-2013
		 		  	Collateral:	 	Informational filing - Specific Equip- Boom Lift and Scissor Lift located at 3101 Kingsgate Way, Richland WA 99354
		
		 	Assignment: File Number 31208074 Signature Financial LLC
		 	File Date:      3-29-2013


  
 20 









							
		 	79.	  	Secured Party: CHG- Meridian U.S. Finance LTD
		 		  	File Number:	 	30561986
		 		  	File Date:	 	2-12-2013
		 		  	Collateral:	 	XL2 980 Scientific Niton s/n 84232
		
		 	Assignment: File Number 41406560 Bankfinancial FSB
		 	File Date:      4-9-2014
			
		 	80.	  	Secured Party: NMHG Financial Services, Inc.
		 		  	File Number:	 	30602196
		 		  	File Date:	 	2-15-2013
		 		  	Collateral:	 	(2) Taylor Forklifts s/n 33478 and 33451
			
		 	81.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	31196089
		 		  	File Date:	 	3-28-2013
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 7-5-2012 Equip Sch 8 located at 1600 Old Salem Rd., Albany OR 97321
			
		 	82.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	31367789
		 		  	File Date:	 	4-10-2013
		 		  	Collateral:	 	Informational filing - Specific Equip
		 		  		 	 related to Master Lease dated 7-5-2012 Equip Sch 9 located at 1600 Old Salem Rd., Albany OR 97321

			
		 	83.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	32376375
		 		  	File Date:	 	6-20-2013
		 		  	Collateral:	 	 Informational filing - Specific Equip
 related
to Master Lease dated 7-5-2012 Equip Sch 10 located at 150 Queen Ave SW, Albany OR 97321

			
		 	84.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	32427624
		 		  	File Date:	 	6-14-2013
		 		  	Collateral:	 	Telescopic Boom, Articulation Boom and Forklift related to Lease # 380401-01
		
		 	Assignment: File Number 32836519 First Bank of Highland Park
		 	File Date:      7-22-2013


  
 21 









							
		 	85.	  	Secured Party: NETAPP, Inc.
		 		  	File Number:	 	32716448
		 		  	File Date:	 	7-15-2013
		 		  	Collateral:	 	Informational filing - Specific Equip located at 1600 Old Salem Rd., Albany OR 97321
			
		 	86.	  	Secured Party: First Eagle Bank
		 		  	File Number:	 	32749894
		 		  	File Date:	 	7-17-2013
		 		  	Collateral:	 	Informational filing - Forklift s/n7FDAU50-70916 located at 1600 Old Salem Rd., Albany OR 97321
			
		 	87.	  	Secured Party: Kalakane Capital LLC
		 		  	File Number:	 	33212876
		 		  	File Date:	 	8-15-2013
		 		  	Collateral:	 	Informational filing related to Master Lease dated 8-1-2013
		 	  
 Assignment: File Number 33234789 Rasmala Leasing Fund,
L.P.,
 File Date:      8-19-2013

Partial Assignment Collateral located 1600 NE Old Salem Rd, Albany OR 97321
  

Assignment: File Number 33679553 Rasmala Leasing Fund, L.P.,
 File
Date:      9-20-2013
 Partial Assignment Collateral located 1600 NE Old Salem Rd., Albany OR 97321

		 	  
 Assignment: File Number 34223427 Rasmala Leasing Fund,
L.P.,
 File Date:      10-29-2013

Partial Assignment Collateral located 1600 NE Old Salem Rd., Albany OR 97321

		 	  
 Assignment: File Number 40408096 ATEL Leasing Income Fund
II, L.P.

		 	File Date:      1-27-2014
		 	Partial Assignment Collateral located 1600 NE Old Salem Rd., Albany OR 97321 and 12633 N Rowley, Rd., Grantsville, UT 84029
		 	  
 Assignment: File Number 41504570 ATEL Leasing Income Fund
II, L.P.

		 	File Date:      4-11-2014
		 	Partial Assignment Collateral located 12633 N Rowley, Rd., North Skull, UT 84029
		 	  
 Assignment: File Number 41558717 ATEL Leasing Income Fund
II, L.P.

		 	File Date:      4-15-2014
		 	Partial Assignment Collateral located 12633 N Rowley, Rd., North Skull, UT 84029


  
 22 









							
		 	88.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	33348787
		 		  	File Date:	 	            8-27-2013
		 		  	Collateral:	 	Lift Truck s/n A274V02877L related to Lease 380402-001
			
		 		  	Assignment: File Number 34489044 First Bank of Highland Park
		 		  	File Date:      11-14-2013
			
		 	89.	  	Secured Party: Meridian Leasing Corporation
		 		  	File Number:	 	33617033
		 		  	File Date:	 	9-17-2013
		 		  	Collateral:	 	Ultraprobe s/n 180158, 180157
			
		 	90.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	33663599
		 		  	File Date:	 	9-20-2013
		 		  	Collateral:	 	Forklifts related to Lease 380403-001
			
		 		  	Assignment: File Number 34489242 First Bank of Highland Park
		 		  	File Date:      11-14-2013
		 		  	  Assign specific equipment
			
		 	91.	  	Secured Party: First Eagle Bank
		 		  	File Number:	 	33888253
		 		  	File Date:	 	10-3-2013
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 6-9-2008 Equip Sch 22 located at 150 Queen Ave SW, Albany OR 97321
			
		 	92.	  	Secured Party: Signature Financial LLC
		 		  	File Number:	 	339636148
		 		  	File Date:	 	10-9-2013
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 6-11-2013 Equip Sch 1 located at 1 Teledyne Place La Vergne, TN 37086
		
		 	Amendment: File Number 35024857
		 	File Date:      12-19-2013
		 	  Amend Name : Kennametal, Inc.
			
		 	93.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	33975746
		 		  	File Date:	 	10-10-2013
		 		  	Collateral:	 	Forklifts related to Lease 380404-001
		
		 	Assignment: File Number 34489341 First Bank of Highland Park
		 	File Date:      11-14-2013
		 	  Assign specific equipment


  
 23 









							
		 	94.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	34288040
		 		  	File Date:	 	11-1-2013
		 		  	Collateral:	 	Forklifts related to Lease 380405-001
		
		 	Assignment: File Number 41392034 First Bank of Highland Park
		 	File Date:      4-9-2014
			
		 	95.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	34685211
		 		  	File Date:	 	11-27-2013
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 7-5-2012 Equip Sch 12 located at 1600 Old Salem Rd., Albany OR 97321
			
		 	96.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	34765617
		 		  	File Date:	 	12-4-2013
		 		  	Collateral:	 	Forklifts related to Lease 380406-001
	
	Assignment: File Number 44432670 First Bank of Highland Park
		 	File Date:      11-4-2014
			
		 	97.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	40216358
		 		  	File Date:	 	1-16-2014
		 		  	Collateral:	 	Informational filing(3) Mustang Loaders, (2) Grapple Hook Buckets
			
		 	98.	  	Secured Party: Bankfinancial FSB
		 		  	File Number:	 	40524165
		 		  	File Date:	 	2-10-2014
		 		  	Collateral:	 	Informational filing - Specific Equp related to Master Lease dated 6-8-2008 Equip Sch 24 located at 53034 Ave SW., Albany OR 97321
			
		 	99.	  	Secured Party: Meridian Leasing Corporation
		 		  	File Number:	 	40620211
		 		  	File Date:	 	2-18-2014
		 		  	Collateral:	 	Hyster Forklift s/n S005V026V02677L


  
 24 









							
		 	100.	  	Secured Party: Signature Financial, LLC
		 		  	File Number:	 	40645572
		 		  	File Date:	 	2-19-2014
		 		  	Collateral:	 	Drexel Forklift s/n SL80SE-1401A-08114
			
		 	101.	  	Secured Party: CHG-Meridian USA Corp.
		 		  	File Number:	 	40799452
		 		  	File Date:	 	2-28-2014
		 		  	Collateral:	 	All equipment and other goods, including without limitation, computer and other information technology equipment with all replacements and substitutions related to Master Lease 8362 dated 4-16-2010
		 	Amendment: File Number 40803585
		 	File Date:      3-3-2014 Amended Collateral
		
		 	Assignment: File Number 41414242 BankFinancial FSB
		 	File Date:      4-10-2014
		 	  Collateral Assignment
			
		 	102.	  	Secured Party: BankFinancial FSB
		 		  	File Number:	 	40875617
		 		  	File Date:	 	3-6-2014
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 6-8-2008 Equip Sch 24 located at 2020 Ashcraft Ave., Monroe NC 28110
			
		 	103.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	41041193
		 		  	File Date:	 	3-18-2014
		 		  	Collateral:	 	Material handling Equipment related to Lease 380407-001
		
		 	Assignment: File Number 44422850 First Bank of Highland Park
		 	File Date:      11-4-2014
			
		 	104.	  	Secured Party: MB Financial Bank, N.A.
		 		  	File Number:	 	41216209
		 		  	File Date:	 	3-28-2014
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 6-8-2008 Equip Sch 22 located at 150 Queen St SW, Albany OR 97321
			
		 	105.	  	Secured Party: Signature Financial, LLC
		 		  	File Number:	 	41775485
		 		  	File Date:	 	5-6-2014
		 		  	Collateral:	 	(2) Peterbuilt Container Truck vin # 1NPTL70X2FD257665, 1NPTL70X4FD257666


  
 25 









							
		 	106.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	41894799
		 		  	File Date:	 	5-14-2014
		 		  	Collateral:	 	Sweepers related to Lease 380408-001
		
		 	Assignment: File Number 44434015 First Bank of Highland Park
		 	File Date:      11-4-2014
			
		 	107.	  	Secured Party: MB Financial Bank, N.A.
		 		  	File Number:	 	42898518
		 		  	File Date:	 	7-17-2014
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 6-8-2008 Equip Sch 25 located at multiple location
		
		 	Amendment: File Number 43338258
		 	File Date:      8-14-20214
		 	  Amend TDY Debtor information
			
		 	108.	  	Secured Party: Cisco Systems Capital Corporation
		 		  	File Number:	 	42918571
		 		  	File Date:	 	7-23-2014
		 		  	Collateral:	 	Informational filing -“Equipment” (telecommunications and computer networking equipment ), insurance, warranty rental and other claims arising from Equipment, chattel paper arising out of Equipment and all books records
and proceeds relating to foregoing
			
		 	109.	  	Secured Party: MB Financial Bank, N.A.
		 		  	File Number:	 	42922334
		 		  	File Date:	 	7-23-2014
		 		  	Collateral:	 	Informational filing - Boom Knuckle crane located at 1600
		 		  		 	Old Salem Rd., Albany OR 97321
		
		 	Amendment: File Number 43191145
		 	File Date:      8-11-20214
		 	  Amend TDY Debtor information
			
		 	110.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	43134376
		 		  	File Date:	 	8-6-2014
		 		  	Collateral:	 	Hyster Fork Truck related to Lease 380409-001
		
		 	Assignment: File Number 44432381First Bank of Highland Park
		 	File Date:      11-4-2014


  
 26 









							
		 	111.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	43795051
		 		  	File Date:	 	9-23-2014
		 		  	Collateral:	 	Hyster Fork Truck related to Lease 380410-001
		
		 	Assignment: File Number 44693784 First Bank of Highland Park
		 	File Date:      11-20-2014
			
		 	112.	  	Secured Party: MB Financial Bank, N.A.
		 		  	File Number:	 	43801123
		 		  	File Date:	 	9-23-2014
		 		  	Collateral:	 	Informational filing - Specific Equip related to Master Lease dated 6-8-2008 Equip Sch 27 located at 1600 Salem Rd., Albany OR 97321 and 530 34th Ave SW., Albany OR 97322
			
		 	113.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	43879269
		 		  	File Date:	 	9-29-2014
		 		  	Collateral:	 	ForkLift related to Lease 380411-01
		
		 	Assignment: File Number 50414358 First Bank of Highland Park
		 	File Date:      1-30-2015
			
		 	114.	  	Secured Party: MB Financial Bank, N.A.
		 		  	File Number:	 	43941549
		 		  	File Date:	 	10-1-2014
		 		  	Collateral:	 	Equipment (Roto-Grip) Drum Handlers)located at 1600 NE Old Salem Rd., Albany OR 97321- Informational Filing related to a True Lease
		
		 	Amendment: File Number 50617844 Dbtr Information: TDY Industries LLC
		 	File Date:      2-12-2015
			
		 	115.	  	Secured Party: Renaissance Capital Alliance, LLC
		 		  	File Number:	 	44052411
		 		  	File Date:	 	10-8-2014
		 		  	Collateral:	 	Equipment (Spectro Acros)located at 1600 NE Old Salem Rd., Albany OR 97321- Informational Filing related to a True Lease ForkLift related to Lease 380411-01
			
		 	116.	  	Secured Party: Kingsbridge Holding Company
		 		  	File Number:	 	44355517
		 		  	File Date:	 	10-29-2014
		 		  	Collateral:	 	Forklift Tractor Equipment Under Lease Sch 16 Under Master Lease Agreement dtd 12/30/2003
		
		 	Amendment: File Number 44363214 Restated Collateral information
		 	File Date:      10-29-2014
		
		 	Assignment: File Number 44500260 MB Financial Bank, N.A.
		 	File Date:      11-07-2014


  
 27 









							
		 	117.	  	Secured Party: Vision Financial Group, Inc.
		 		  	File Number:	 	44412797
		 		  	File Date:	 	1-3-2014
		 		  	Collateral:	 	ForkLift related to Lease 380412-01
		
		 	Assignment: File Number 50414473 First Bank of Highland Park
		 	File Date:      1-30-2015
			
		 	118.	  	Secured Party: MB Financial Bank NA
		 		  	File Number:	 	45274170
		 		  	File Date:	 	12-18-14
		 		  	Collateral:	 	One Delta Professional Alloy Plus Analyzer, Olympus True Protection Plan, X-Ray Tube
			
		 	119.	  	Secured Party: Harbor Capital Leasing ,LLC
		 		  	File Number:	 	50749332
		 		  	File Date:	 	2-23-2015
		 		  	Collateral:	 	Equipment, Machinery, Furniture, Fixtures, Rolling Stock, Material Handling, Various Computer Equipment including but not limited to replacement, substitutions, additions attachments enhancements wherever located
		
		 	Assignment: File Number 5260886 Century Tokyo Leasing (USA) Inc.
		 	File Date:      6-17-2015 and restated collateral
			
		 	120.	  	Secured Party: Trilogy Leasing Co., LLC
		 		  	File Number:	 	52406675
		 		  	File Date:	 	6-5-2015
		 		  	Collateral:	 	Scrubber Sweeper, Sweeper Battery, Bobcat Loader, C/I Bucket, Walk Behind Sweeper
			
		 	121.	  	Secured Party: Meridian Leasing Corporation
		 		  	File Number:	 	52448495
		 		  	File Date:	 	6-9-2015
		 		  	Collateral:	 	Taylor Forklift


  
 28 









							
		 	122.	  	Secured Party: Merrimak Capital Corporation
		 		  	File Number:	 	52693173
		 		  	File Date:	 	6-23-2015
		 		  	Collateral:	 	Exhibit A to Master Lease Agreement PM102 dated 5-14-2010 Between Merrimak Capital Corporation and Allegheny Technologies Incorporated
		
		 	Assignment 53027827 Beverly Bank & Trust Company, N.A.
		 		  	File Date: 6-26-2015 and restated collateral
		
		 	Assignment 53132353 Beverly Bank & Trust Company, N.A.
		 		  	File Date: 7-210-2015 and restated collateral
			
		 	123.	  	Secured Party: Trilogy Leasing Co., LLC
		 		  	File Number:	 	52781622
		 		  	File Date:	 	6-29-2015
		 		  	Collateral:	 	All present and future Goods associated with specified Lease, and any replacement substitution, addition, attachment, modification, update, revisions, enhancement, accessory, insurance proceed and cash proceeds of Goods associated
with specified Lease wherever located
			
		 	124.	  	Secured Party: Signature Financial LLC
		 		  	File Number:	 	5282270
		 		  	File Date:	 	67-6-2015
		 		  	Collateral: Two Linde Model RX60-50 Electronic Truck Lifts
			
		 	125.	  	Secured Party: Signature Financial LLC
		 		  	File Number:	 	52892619
		 		  	File Date:	 	7-6-2015
		 		  	Collateral:	 	1 JCB 175T4 Skid Steer, 1 2015 JLG Sale Lift, 1 JLG G1055A Telehandler
			
		 	126.	  	Secured Party: Signature Financial LLC
		 		  	File Number:	 	53051496
		 		  	File Date:	 	7-15-2015
		 		  	Collateral:	 	1 JLG E300AJP Sale Lift, 1 2015 New JLG450AJ Sale Lift


  
 29 








 ALLEGHENY LUDLUM, LLC 

 

									
	I.	 	 PENNSYLVANIA
 DEPARTMENT
OF STATE

			
		 	A.	 	UCC Financing Statements
				
		 		 	1.	  	2005090704494 filed 9-7-2005
		 		 		  	SP:	  	General Electric Capital Corporation
		 		 		  	Assignor:	  	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	  	Taylor model THC500L forklift
					
		 		 		  	Cont.:	  	Filed 6-15-2010
				
		 		 	2.	  	2006012502165 filed 1-25-2006
		 		 		  	SP:	  	NMHG Financial Services Inc.
					
		 		 		  	Cltrl.:	  	All equipment leased by SP to debtor
					
		 		 		  	Cont.:	  	Filed 11-23-2010
				
		 		 	3.	  	2006042703460 filed 4-27-2006
		 		 		  	SP:	  	General Electric Capital Corporation
		 		 		  	Assignor:	  	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	  	Taylor model T520S forklift
					
		 		 		  	Cont.:	  	Filed 2-15-2011
				
		 		 	4.	  	2007050207939 filed 5-2-2007
		 		 		  	SP:	  	General Electric Capital Corporation
		 		 		  	Assignor:	  	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	  	Hyster model S155XL forklift truck
					
		 		 		  	Amend.:	  	 Filed 2-8-2012 (amends SP address)

		 		 		  	Cont.:	  	Filed 2-8-2012
				
		 		 	5.	  	2007071306807 filed 7-13-2007
		 		 		  	SP:	  	ATEL Capital Equipment Fund X LLC
					
		 		 		  	Cltrl.:	  	Hyster lift truck
					
		 		 		  	Amend.:	  	 Filed 7-9-2012 (amends Debtor name)

		 		 		  	Cont.:	  	 Filed 7-9-2012

				
		 		 	6.	  	2007110603538 filed 11-5-2007
		 		 		  	SP:	  	Regions Equipment Finance Ltd.
		 		 		  	Assignor:	  	 Summit Funding Group Inc.

					
		 		 		  	Cltrl.:	  	Taylor single drive cushion tire forklift trucks
					
		 		 		  	Cont.:	  	 Filed 11-2-2012



  
 30 









									
		 		 	7.	  	2011060212664 filed 6-1-2011
		 		 		  	SP:	  	NMHG Financial Services Inc.
					
		 		 		  	Cltrl.:	  	Taylor model THC500L forklift
				
		 		 	8.	  	2011070803380 filed 7-7-2011
		 		 		  	SP:	  	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	  	Toyota electric walkie stackers
					
		 		 		  	Assign.:	  	 Filed 7-27-2011 (assignee: Bank of the West)

		 		 		  	Amend.:	  	 Filed 8-1-2011 (restate collateral)

				
		 		 	9.	  	2012010301502 filed 12-29-2011
		 		 		  	SP:	  	Bank of the West
		 		 		  		  	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	  	Equipment leased pursuant to Equipment Schedule 003
		 		 		  		  	Dated 12-9-2011
					
		 		 		  	Amend.:	  	 Filed 2-6-2012 (amends debtor name)

				
		 		 	10.	  	2012010507522 filed 1-4-2012
		 		 		  	SP:	  	Bank of the West
		 		 		  		  	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	  	Cushman model 84065 haulsters and trailblazers
					
		 		 		  	Amend.:	  	 Filed 2-6-2012 (amends debtor name)

				
		 		 	11.	  	2012041203068 filed 4-11-2012
		 		 		  	SP:	  	Bank of the West
		 		 		  		  	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	  	Autolift model D5-600 lift truck
				
		 		 	12.	  	2012111000239 filed 11-10-2012
		 		 		  	SP:	  	Affival Inc.
					
		 		 		  	Cltrl.:	  	Wire injector no. 661


  
 31 









									
		 		 	13.	  	2013061405315 filed 6-14-2013
		 		 		  	SP:	  	JP Morgan Chase Bank, NA
					
		 		 		  	Cltrl.:	  	All accounts receivable which arise out of the sale of goods and services by debtor to ABB Inc. and all ancillary rights
				
		 		 	14.	  	2014020503683 filed 2-4-2014
		 		 		  	SP:	  	Renaissance Capital Alliance LLC
					
		 		 		  	Cltrl.:	  	Mustang steer loaders and grapple buckets
				
		 		 	15.	  	2014102904858 filed 10/29/2014
		 		 		  	SP:	  	Kingsbridge Holdings LLC
		 		 		  	Assignor:	  	 The Walden Asset Group LLLC

					
		 		 		  	Cltrl.:	  	Forklift/tractor equipment (3 electric cushion standup tractors and any attachments)
					
		 		 		  	Amend.:	  	 Filed 11/5/2014 (amend debtor name)

		 		 		  	Assign.:	  	 Filed 11/7/2014 (MB Financial Bank, NA)

				
		 		 	16.	  	2015031302810 filed 3/13/2015
		 		 		  	SP:	  	North American Refractories Company
					
		 		 		  	Cltrl.:	  	Refractory bricks, monolithics and supplies
				
		 		 	17.	  	2015060903895 filed 6/9/2015
		 		 		  	SP:	  	Meridian Leasing Corporation
					
		 		 		  	Cltrl.:	  	Taylor T300S-01 Fork Lift
		
	II.	 	ALLEGHENY COUNTY
		 	PENNSYLVANIA
			
		 	A.	 	Judgments - US Western District Court
				
		 		 	1.	  	09-cv01546 filed 4-26-2010
		 		 		  	Plaintiff:	  	 United States of America

				
		 		 	2.	  	97cv01863 filed 2-3-2012
		 		 		  	Plaintiff:	  	 United States of America



  
 32 









											
		 	B.	 	State Tax Liens
					
		 		 	1.	 	Lien Number:	  	 GD - 07-015997

		 		 		 	File Date:	  	 7-25-2007

		 		 		 	Amount:	  	 $61,663.78

			
		 		 	Mechanics Liens
					
		 		 		 	1.	  	GD-14-002870 filed 2/20/2014
		 		 		 		  	Plaintiff:	  	 Stevens Engineer & Constructors Inc.

		 		 		 		  	Amount:	  	 $548,792.43


 TDY INDUSTRIES, LLC 
  

									
	I.	 	 CALIFORNIA
 SECRETARY OF
STATE

			
		 	A.	 	UCC Financing Statements
				
		 		 	1.	  	0132360301 filed 11-16-2001
		 		 		  	SP:	 	Oregon Office of Energy
				
		 		 		  	Cltrl.: All specified equipment and machinery consisting of a natural gas fired cogeneration facility located in Linn County, OR
					
		 		 		  	Cont.:	 	 Filed 9-27-2006

		 		 		  	Cont.:	 	 Filed 10-27-2011

				
		 		 	2.	  	05-7052244120 filed 12-15-2005
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	2005 Caterpillar Forklift
					
		 		 		  	Cont.:	 	 Filed 8-9-2010



  
 33 









									
		 		 	3.	  	05-7052245494 filed 12-15-2005
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	2005 Caterpillar Steer Skid Loader
					
		 		 		  	Cont.:	 	 Filed 9-13-2010

				
		 		 	4.	  	05-7052245757 filed 12-15-2005
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	2005 Capterpillar Skid Steer Loader
					
		 		 		  	Cont.:	 	 Filed 9-13-2010

				
		 		 	5.	  	06-7090569789 filed 11-1-2006
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	2006 Caperpillar Lift Truck
					
		 		 		  	Cont.:	 	 Filed 8-9-2011

		 		 		  	Amend.:	 	 Filed 8-9-2011 (amends SP address)

				
		 		 	6.	  	06-7096556014 filed 12-26-2006
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	Capterpillar Forklift Truck
					
		 		 		  	Amend.:	 	 Filed 9-20-2011 (amends SP address)

		 		 		  	Cont.:	 	 Filed 9-20-2011

				
		 		 	7.	  	06-7096713403 filed 12-28-2006
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	2006 Caterpillar Forklift
					
		 		 		  	Amend.:	 	 Filed 9-26-2011 (amends SP address)

		 		 		  	Cont.:	 	 Filed 9-26-2011

				
		 		 	8.	  	06-7096809833 filed 12-28-2006
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	Genie Self-Propelled Telescopic Boom Lift
					
		 		 		  	Amend.:	 	 Filed 9-23-2011 (amends SP address)

		 		 		  	Cont.:	 	 Filed 9-23-2011



  
 34 









									
		 		 	9.	  	07-7097136212 filed 1-2-2007
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	 Komatsu Forklift

					
		 		 		  	Cont.:	 	 Filed 12-5-2011

				
		 		 	10.	  	07-7097675593 filed 1-2-2007
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	Caterpillar Forklifts
					
		 		 		  	Cont.:	 	 Filed 10-19-2011

		 		 		  	Amend.:	 	 Filed 10-19-2011 (amends SP address)

				
		 		 	11.	  	07-7099073315 filed 1-18-2007
		 		 		  	SP:	 	General Electric Capital Corporation
		 		 		  	Assignor:	 	 Minority Alliance Capital LLC

					
		 		 		  	Cltrl.:	 	2006 Caterpillar Fork Lift Truck
					
		 		 		  	Cont.:	 	 Filed 10-28-2011

		 		 		  	Amend.:	 	 Filed 10-28-2011 (amends SP address)

				
		 		 	12.	  	07-7113286782 filed 5-9-2007
		 		 		  	SP:	 	ATEL Capital Equipment Fund X LLC
					
		 		 		  	Cltrl.:	 	Caterpillar Lift Truck
					
		 		 		  	Amend.:	 	 Filed 4-27-2012 (amends Debtor name)

		 		 		  	Cont.:	 	 Filed 4-27-2012

				
		 		 	13.	  	07-7113287056 filed 5-9-2007
		 		 		  	SP:	 	ATEL Capital Equipment Fund X LLC
					
		 		 		  	Cltrl.:	 	Caterpillar SWB Lift Truck
					
		 		 		  	Amend.:	 	 Filed 4-27-2012 (amends debtor name)

		 		 		  	Cont.:	 	 Filed 4-27-2012



  
 35 









									
		 		 	14.	  	07-7113288209 filed 5-9-2007
		 		 		  	SP:	 	ATEL Capital Equipment Fund X LLC
					
		 		 		  	Cltrl.:	 	Caterpillar GP40K Lift Truck
					
		 		 		  	Amend.:	 	 Filed 4-27-2012 (amends debtor name)

		 		 		  	Cont.:	 	 Filed 4-27-2012

				
		 		 	15.	  	08-7172631611 filed 9-22-2008
		 		 		  	SP:	 	Marubeni America Corporation
					
		 		 		  	Cltrl.:	 	Purchase money security interest in all high grade low carbon ferro-chrome shipped to debtor and proceeds arising from sale
					
		 		 		  	Cont.:	 	 Filed 9-17-2013

				
		 		 	16.	  	10-7253767614 filed 12-9-2010
		 		 		  	SP:	 	Meridian Leasing Corporation
					
		 		 		  	Cltrl.:	 	160 Ft articulating boom
				
		 		 	17.	  	11-7263276722 filed 3-14-2011
		 		 		  	SP:	 	Caterpillar Inc.
					
		 		 		  	Cltrl.:	 	Evidence SP’s ownership of tooling used to make or manufacture parts and products for Caterpillar
					
		 		 		  	Amend.:	 	 Filed 10-31-2013 (amends SP name)

				
		 		 	18.	  	11-7290371495 filed 11-4-2011
		 		 		  	SP:	 	Sumitomo Corporation of America
					
		 		 		  	Cltrl.:	 	All titanium sponge supplied by SP
				
		 		 	19.	  	12-7296284859 filed 1-3-2012
		 		 		  	SP:	 	Bank of West
		 		 		  		 	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	 	Equipment leased pursuant to Equipment Schedule 002 dated 12-1-2011
					
		 		 		  	Amend.:	 	 Filed 2-6-2012 (amends debtor name)



  
 36 









									
		 		 	20.	  	12-7297840939 filed 1-13-2012
		 		 		  	SP:	 	Bank of the West
		 		 		  		 	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	 	Caterpillar Lift Trucks
					
		 		 		  	Amend.:	 	 Filed 2-6-2012 (amends debtor name)

				
		 		 	21.	  	12-7297841687 filed 1-13-2012
		 		 		  	SP:	 	Bank of the West
		 		 		  		 	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	 	Jungheinrich Lift Truck, Caterpillar Lift Trucks
					
		 		 		  	Amend.:	 	 Filed 2-6-2012 (amends debtor name)

				
		 		 	22.	  	12-7308752914 filed 3-30-2012
		 		 		  	SP:	 	Bank of the West
		 		 		  		 	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	 	Jungheinrich Lift Truck, Caterpillar Lift Trucks
				
		 		 	23.	  	12-7308753309 filed 3-30-2012
		 		 		  	SP:	 	Bank of West
		 		 		  		 	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	 	Caterpillar Lift Trucks
				
		 		 	24.	  	12-7311504488 filed 4-23-2012
		 		 		  	SP:	 	Bank of the West
		 		 		  		 	Trek Equipment Corporation
					
		 		 		  	Cltrl.:	 	Caterpillar model P20000-D, Combilift with Simplex Mast, Caterpillar Truck and Ride Sweeper
				
		 		 	25.	  	12-7320698523 filed 7-13-2012
		 		 		  	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		  	Cltrl.:	 	Caterpillar Forklifts, Toyota Forklifts
				
		 		 	26.	  	12-7323629318 filed 8/6/2012
		 		 		  	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		  	Cltrl:	 	Toyota Forklifts and Tow Tractor


  
 37 









									
		 		 	27.	 	12-7324007430 filed 8-7-2012
		 		 		 	SP:	 	Luxalloys SA
					
		 		 		 	Cltrl.:	 	All low carbon ferrochrome and all other goods supplied By SP
				
		 		 	28.	 	12-7325319780 filed 8-16-2012
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Toyota Forklift
				
		 		 	29.	 	12-7336383177 filed 11-9-2012
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Hyster Lift Trucks
				
		 		 	30.	 	12-7337393119 filed 11-19-2012
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Toyota Forklift
				
		 		 	31.	 	12-7339799656 filed 12-6-2012
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Toyota Forklifts
					
		 		 		 	Assign.:	 	 Filed 9-11-2013 (assignee: FirstMerit Bank, NA)

				
		 		 	32.	 	12-7341992038 filed 12-21-2012
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Hyster Lift Trucks, SideShift Fork Positioner
					
		 		 		 	Assign.:	 	 Filed 9-11-2013 (assignee: FirstMerit Bank NA)

				
		 		 	33.	 	13-7347744454 filed 2-7-2013
		 		 		 	SP:	 	Toyota Motor Credit Corporation
		 		 		 	Assignor:	 	 Carruth-Doggett Inc.

					
		 		 		 	Cltrl.:	 	Genie model GS1930 and Cascade model 35D-CFR-220
				
		 		 	34.	 	13-7353656897 filed 3-22-2013
		 		 		 	SP:	 	AMG Vanadium Inc.
					
		 		 		 	Cltrl.:	 	All goods, inventory, merchandise, and other property held under bailment agreement


  
 38 









									
				
		 		 	35.	 	13-7353657303 filed 3-22-2013
		 		 		 	SP:	 	AMG Vanadium Inc.
					
		 		 		 	Cltrl.:	 	Any and all goods, inventory, merchandise, work in progress Materials processed or reprocessed, any property fabricated under bailment agreement
				
		 		 	36.	 	13-7353701474 filed 3-28-2013
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Hyster Lift Truck, Forging Manipulator
				
		 		 	37.	 	13-7355371156 filed 4-10-2013
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Spectro EOP Instrument
				
		 		 	38.	 	13-7366065794 filed 6-20-2013
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Toyota Lift Truck
				
		 		 	39.	 	13-7369490446 filed 7-15-2013
		 		 		 	SP:	 	NETAPP Inc.
					
		 		 		 	Cltrl.:	 	Various Equipment, Software and Personal Property leased Pursuant to Installment Payment Agreement No. 328303N
				
		 		 	40.	 	13-7369790590 filed 7-17-2013
		 		 		 	SP:	 	Trilogy Leasing Co LLC
					
		 		 		 	Cltrl.:	 	Equipment leased pursuant to Equipment Lease Schedule 021
				
		 		 	41.	 	13-7388512775 filed 11-27-2013
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Spectro Arcos EOP Instrument
				
		 		 	42.	 	14-7395530906 filed 1-16-2014
		 		 		 	SP:	 	Renaissance Capital Alliance LLC
					
		 		 		 	Cltrl.:	 	Mustang Loaders, Grapple Bucket w. Boe


  
 39 









									
		 		 	43.	 	14-7401104375 filed 2-27-2014
		 		 		 	SP:	 	Signature Financial and Leasing LLC
					
		 		 		 	Cltrl.:	 	Landol Drexel SL80 Forklift
				
		 		 	44.	 	14-7431690156 filed 10/8/2014
		 		 		 	SP:	 	Renaissance Capital Alliance, LLC
					
		 		 		 	Cltrl.:	 	Spectro Arcos EOP Instrument
				
		 		 	45.	 	15-7472838732 filed 7/1/2015
		 		 		 	SP:	 	Mitsui & Co (USA) Inc.
					
		 		 		 	Cltrl.:	 	All Sumitomo metal mining high grade nickel thick cathode now owned or hereafter acquired by Mitsui and held under consignment agreement
				
		 		 	46.	 	15-7473995515 filed 7/8/2015
		 		 		 	SP:	 	Glencore Ltd.
					
		 		 		 	Cltrl.:	 	All Glencore high grade cobalt metal stored at Debtor’s facilities under consignment agreement

 PACIFIC CAST TECHNOLOGIES INC. 

 

									
	I.	 	 NEVADA
 SECRETARY OF
STATE

			
		 	A.	 	UCC Financing Statements
				
		 		 	1.	  	2009004457-1 filed 2/20/2009
		 		 		  	SP:	 	Air Liquid Industrial US LP
					
		 		 		  	Cltrl.:	 	9000 Gal Argon Vessel, 10K PSIG Vaporizers, Trifecta, Laser Cyl 2000 Vessels
					
		 		 		  	Amend.:	 	 Filed 6/15/2012 (restates collateral)

		 		 		  	Cont.:	 	 Filed 2/18/2014

		 		 		  	Amend.:	 	 Filed 3/10/2015 (update debtor name and address)



  
 40 








 Schedule 4.4 

Collateral Locations; Place of Business, Chief Executive Office, Real Property 

Real Property 
 See attachment for owned and leased real
property of Loan Parties used in business. 
 Excess/unused real property of Loan Parties is set forth below. 

 

					
	 Owner
	  	 Address
	  	 Status

	TDY Industries, LLC	  	1725 E. 27th Street, Cleveland, Ohio	  	Vacant Land
	TDY Industries, LLC	  	431 Bullet Lane, Walterboro, South Carolina	  	Vacant Land
	TDY Industries, LLC	  	State St., Rte. 43, Hartville, Ohio	  	Vacant Land
	TDY Industries, LLC	  	10 Lincoln St., S.E., Hartville, Ohio	  	Vacant Land
	TDY Industries, LLC	  	Training Center, Hwy 9 East, Richburg, South Carolina	  	Land and Buildings
	TDY Industries, LLC	  	4374 Lancaster Highway, Richburg, South Carolina	  	Vacant land
	TDY Industries, LLC	  	E. Wyomissing Blvd & Werner St., 275 E. Wyomissing Avenue, Mohnton, Pennsylvania	  	Vacant Land
	TDY Industries, LLC	  	8950 Balboa Ave., San Diego, California	  	Vacant Land
	ATI Casting Service, LLC	  	615 McKinley Avenue, Alpena, Michigan	  	Land
	ATI Powder Metals, LLC	  	1120 Robb Hill Road, Oakdale, Pennsylvania	  	Vacant Land
	Allegheny Ludlum, LLC	  	411 Oberlin Road SW, Massillon, Ohio	  	Land and Buildings
	Allegheny Ludlum, LLC	  	516 W. State Road 38, New Castle, Indiana	  	Land and Buildings
	Allegheny Ludlum, LLC	  	80 Valley Street, Wallingford, Connecticut	  	Land and Buildings
	Allegheny Ludlum, LLC	  	Rt. 356, Leechburg, PA	  	Vacant land
	Allegheny Ludlum, LLC	  	Novinger Road, Gilpin Township, PA	  	Vacant land
	Allegheny Ludlum, LLC	  	1 Kiski Ave. Leechburg, PA	  	Land and Buildings
	Allegheny Ludlum, LLC	  	Karns Road, Harrison Township, Pennsylvania	  	Vacant land
	Allegheny Ludlum, LLC	  	Rt. 28 and Burtner Road, Fawn Township, PA	  	Vacant land









					
	Allegheny Ludlum, LLC	  	Fitch Works, Rt. 519, Houston, Pennsylvania	  	Land and Buildings
	Allegheny Ludlum, LLC	  	Woodland and Griffith, Washington, Pennsylvania	  	Vacant Land
	Allegheny Ludlum, LLC	  	1201-1235 Valley Road, Coatesville, Pennsylvania	  	Land and Buildings
	ATI Fabricated Components, LLC/Allegheny Technologies Incorporated as Guarantor	  	340 Crossroads Parkway, Bolingbrook, Illinois leased from Cabot Acquisition, LLC c/o CBRE, Inc., 20 N. Martingale, Suite 100, Schaumburg, IL 60173	  	Leased building = vacant

 Chief executive office addresses of Loan Parties are set forth below. 

 

			
	 Loan Party
	  	 Address

	Allegheny Ludlum, LLC	  	100 River Road, Brackenridge, PA 15014
	TDY Industries, LLC	  	1000 Six PPG Place, Pittsburgh, PA 15222
	Oregon Metallurgical, LLC	  	1600 N. E. Old Salem Road, Albany, OR 97321
	International Hearth Melting, LLC	  	1600 N. E. Old Salem Road, Albany, OR 97321
	ATI Precision Finishing, LLC	  	700 West New Castle Street, Route 288, Zelienople, PA 16063
	Titanium Wire Corporation	  	1600 N. E. Old Salem Road, Albany, OR 97321
	Environmental, Inc.	  	1600 N. E. Old Salem Road, Albany, OR 97321
	ATI Titanium LLC	  	1600 N.E. Old Salem Road, Albany, OR 97321
	ATI Flowform Products, LLC	  	12 Suburban Park Drive, Billerica, MA 01821
	ATI Ladish LLC	  	5481 S. Packard Avenue, Cudahy, WI 53110
	Valley Machining, Inc.	  	5481 S. Packard Avenue, Cudahy, WI 53110
	ATI Ladish Machining, Inc.	  	311 Prestige Park Road, East Hartford, CT 06108
	Chen-Tech Industries, Inc.	  	9 Wrigley, Irvine, CA 92618
	ATI Powder Metals LLC	  	1001 Robb Hill Road, Oakdale, PA 15071
	Pacific Cast Technologies, Inc.	  	150 Queen Avenue SW, Albany, OR 97322
	ATI Cast Products Salem Operations, LLC	  	859 7th Street Northwest, Salem, OR 97304
	Allegheny Technologies Incorporated	  	1000 Six PPG Place, Pittsburgh PA 15222
	ALC Funding Corporation	  	1403 Foulk Road, Suite 200, Wilmington, DE 19803
	ATI Funding Corporation	  	1403 Foulk Road, Suite 200, Wilmington, DE 19803
	AII Investment Corp.	  	1403 Foulk Road, Suite 200, Wilmington, DE 19803
	TDY Holdings, LLC	  	1403 Foulk Road, Suite 200, Wilmington, DE 19803
	Allegheny Technologies International, Inc.	  	1000 Six PPG Place, Pittsburgh, PA 15222
	ATI Operating Holdings, LLC	  	1000 Six PPG Place, Pittsburgh, PA 15222
	ATI Properties, Inc.	  	1600 N. E. Old Salem Road, Albany, OR 97321
	ATI Canada Holdings, Inc.	  	1000 Six PPG Place, Pittsburgh, PA 15222









			
	ATI Allegheny Ludlum, Inc.	  	1357 E. Rodney French Blvd., New Bedford, MA 02742
	TI Oregon, Inc.	  	1600 N. E. Old Salem Road, Albany, OR 97321
	Jessop Steel, LLC	  	100 River Road, Brackenridge, PA 15014
	Jewel Acquisition, LLC	  	100 River Road, Brackenridge, PA 15014
	AII Acquisition, LLC	  	1000 Six PPG Place, Pittsburgh, PA 15222

 Locations 
 See attachment
for locations of Collateral. 







 Schedule of Owned and Leased Real Properties Used in Business 

 

							
	 Legal Name
	  	 Landlord if Leased
	  	 DBA
	  	 Address

	Allegheny Ludlum, LLC	  		  	ATI Specialty Materials (Lockport Operations)	  	695 Ohio Street Lockport, NY
				
	Allegheny Ludlum, LLC	  		  	ATI Flat Rolled Products (Brackenridge Operations	  	100 River Road Brackenridge, PA
				
	Allegheny Ludlum, LLC	  		  	ATI Flat Rolled Products (Bagdad Operations)	  	585 Silicon Dr. Leechburg, PA
				
	Allegheny Ludlum, LLC	  		  	ATI Flat Rolled Products (Vandergrift Operations)	  	130-132 Lincoln Avenue Vandergrift, PA
				
	Allegheny Ludlum, LLC	  		  	ATI Flat Rolled Products (Waterbury Operations)	  	271 Railroad Hill Street Waterbury, CT
				
	Allegheny Ludlum, LLC	  		  	ATI Flat Rolled Products (Natrona Heights Operations)	  	1300 Pacific Avenue Natrona Heights, PA
				
	Allegheny Ludlum, LLC	  	 Hart Illinois Industrials, LLC c/o Heitman
 191
North Wacker Drive, Ste 2600
 Chicago, IL 60606
	  	ATI Flat Rolled Products (Bridgeview Operations)	  	8687 S. 77th Avenue Bridgeview, IL
				
	Allegheny Ludlum, LLC	  	 Tomson Scrap Metal
 c/o Ted Tomson

P.O. Box 102
 Brackenridge, PA 15014
	  	ATI Flat Rolled Products (Brackenridge Operations)	  	851 Fifth Avenue Brackenridge, PA
				
	Allegheny Technologies Incorporated	  	 Met Life
 c/o CBRE

500 Citadel Dr., Suite 301 Commerce, CA 90040
	  	ATI West	  	8570 Mercury Lane Pico Rivera, CA
				
	Allegheny Technologies Incorporated	  	 JBW Partnership LLC
 P.O. Box 457

Bear, DE 19701
	  	ATI	  	15 Prestbury Square Newark, DE
				
	Allegheny Technologies Incorporated	  	 Food Marketing Institute
 2345 Crystal Dr.,
Suite 800
 Arlington, VA 22202
	  	ATI Defense	  	2345 Crystal Drive Alexandria, VA


  
 Page 1 









 Schedule of Owned and Leased Real Properties Used in Business 

 


							
	 Legal Name
	  	 Landlord if Leased
	  	 DBA
	  	 Address

	Allegheny Technologies Incorporated	  	HRLP Fourth Avenue, LLC
c/o Highwoods Properties Three PPG Place, Suite 200 Pittsburgh, PA 15222	  	ATI	  	1000 Six PPG Place Pittsburgh, PA
				
	Allegheny Technologies Incorporated	  	 William T. White III Rev. Trust
 c/o Finisterra
Corp.
 3197-A Airport Loop Drive
Costa Mesa, CA 92626
	  	ATI Specialty Alloys & Components (Houston Operations)	  	12010 FM 529 Houston, TX
				
	ATI Allegheny Ludlum, Inc.	  	Milbrun Realty, LLC
130 Prospect Street
Cambridge, MA 02139	  	ATI Flat Rolled Products
(New Bedford Operations)	  	1357 E. Rodney French Blvd. New Bedford, PA
				
	ATI Cast Products Salem Operations, LLC	  	KFP Investments, Inc.
6050 Crooked Stick Loop
Salem, OR 97306	  	ATI Cast Products
(Salem Operations)	  	815-839 9th Street, NW Salem, OR
				
	ATI Cast Products Salem Operations, LLC	  	 KFP Investments, Inc.
 6050 Crooked Stick
Loop
 Salem, OR 97306
	  	ATI Cast Products
(Salem Operations)	  	795 9th Street, NW
Salem, OR
				
	ATI Flowform Products, LLC	  	Dynamic Flowform, LLC
19 Buckmaster Drive
Sudbury, MA 01776	  	ATI Flowform Products (Billerica Operations)	  	12 Suburban park Drive Billerica, MA
				
	ATI Flowform Products, LLC	  	Dynamic Flowform, LLC
19 Buckmaster Drive
Sudbury, MA 01776	  	ATI Flowform Products (Billerica Operations)	  	5 Suburban park Drive Billerica, MA
				
	ATI Ladish Machining, Inc.	  	Fremont 311 PPR, LLC
c/o The Fremont Group, LLC
65 LaSalle Rd., Suite 202 West Hartford, CT 06107	  	ATI Forged Products
(East Hartford Operations) (CT)	  	311 Prestige Park Road East Hartford, CT 06107
				
	ATI Ladish Machining, LLC	  		  	ATI Forged Products (Windsor Operations) (CT)	  	45 Hayden Station Road Windsor, CT 06095
				
	ATI Ladish LLC	  		  	ATI Forged Products (Cudahy Operations) (WI)	  	5481 S Packard Avenue Cudahy, WI 53110


  
 Page 2 









 Schedule of Owned and Leased Real Properties Used in Business 

 


							
	 Legal Name
	  	 Landlord if Leased
	  	 DBA
	  	 Address

	ATI Ladish LLC	  	Belle Tool Specialty, Inc.
3001 Wolff St.
Racine, WI 53404	  	ATI Forged Products
(Racine Operations) (WI)	  	3001 Wolff Street
Racine, WI 53404
				
	ATI Powder Metals, LLC	  		  	ATI Powder Metals	  	1001 Robb Hill Road
Oakdale, PA
				
	ATI Powder Metals, LLC	  		  	ATI Powder Metals (Oakdale
Operations)	  	6515 Steubenville Pike
Robinson Twp, PA
				
	ATI Precision Finishing, LLC	  		  	ATI Flat Rolled Products
(Rochester Operations)	  	485,491,499 Delaware Avenue Rochester, PA
				
	ATI Precision Finishing, LLC	  	John and Gina Dioguardi
1501 Corporation Street Beaver, PA 15009	  	ATI Flat Rolled Products (Monaca Operations)	  	2070 Pennsylvania Avenue Monaca, PA
				
	ATI Precision Finishing, LLC	  		  	ATI Flat Rolled Products (Zelienople Operations)	  	700 West New Castle Street Zelienople, PA
				
	ATI Precision Finishing, LLC	  	Diobonaventura, LLC
184 Spade Road
Rochester, PA	  	ATI Flat Rolled Products (Monaca Operations)	  	2060 Pennsylvania Avenue Monaca, PA
				
	ATI Titanium, LLC	  		  	ATI Specialty Alloys & Components
(Rowley Operations)	  	12633 N. Skull Valley Road Rowley, UT
				
	Chen-Tech Industries, Inc.	  	Hauschild Clarence Trust 25385 Gallup Circle
Laguna Hills, CA 92653	  	 ATI Cast Products
 (Irvine Operations)
	  	7 Wrigley Irvine, CA
				
	Chen-Tech Industries, Inc.	  	Shannon & Amy Ko
25622 Rapid Falls Rd.
Laguna Hills, CA 92653	  	 ATI Forged Products
 (Irvine Operations)
(CA)
	  	9 Wrigley & 10 Autry Irvine, CA 92618
				
	Chen-Tech Industries, Inc.	  	The Northern Trust Company c/o Heger Industrial
5701 South Eastern Avenue, Ste 100
Commerce, CA 90040	  	 ATI Forged Products
 (Irvine Operations)
(CA)
	  	9 Wrigley Irvine, CA 92618


  
 Page 3 









 Schedule of Owned and Leased Real Properties Used in Business 

 


							
	 Legal Name
	  	 Landlord if Leased
	  	 DBA
	  	 Address

	Chen-Tech Industries, Inc.	  	The Pope/Singer Family Trust c/o John Pope
29 Stowe
Irvine, CA 92620	  	ATI Cast Products
(Irvine Operations)	  	6 Faraday Irvine, CA
				
	Environmental, Inc.	  	 PWS Northbrook, LLC
c/o Paul Swanson Associates
401 E. Prospect Avenue,


Suite 201
Mt. Prospect, IL 60056
	  	ATI Specialty Alloys & Components
(Northbrook Operations)	  	700 Landwehr Road Northbrook, IL
				
	International Hearth Melting, LLC	  		  	ATI Specialty Alloys & Components
(Richland Operations)	  	3101 Kingsgate Way Richland, WA
				
	International Hearth Melting, LLC	  	Bitton Farms, Inc.
4727 Sedona Ct.
Pasco, WA 99301	  	ATI Specialty Alloys & Components
(Richland Operations)	  	396 Grain Terminal Road Burbank, WA
				
	Jessop Steel, LLC	  		  	ATI Flat Rolled Products
(Washington Operations)	  	501 Green Street
Washington, PA
				
	Jewel Acquisition, LLC	  		  	ATI Flat Rolled Products
(Louisville Operations)	  	1500 W. Main Street Louisville, OH
				
	Jewel Acquisition, LLC	  		  	ATI Flat Rolled Products
(Midland Operations)	  	950 10th Street
Midland, PA
				
	Metallum Corporation	  		  	ATI Forged Products
(Cudahy Operations) (WI)	  	5481 S Packard Avenue
Cudahy, WI 53110
				
	Oregon Metallurgical, LLC	  		  	ATI Specialty Materials	  	530 34th Avenue
Albany, OR
				
	Pacific Cast Technologies, Inc.	  		  	ATI Cast Products
(Albany Operations)	  	140 & 150 Queen Avenue SW
Albany, OR 97321
				
	TDY Industries, LLC	  		  	ATI Forged Products
(Lebanon Operations) (KY)	  	400 Corporate Drive
Lebanon, KY 40033
				
	TDY Industries, LLC	  		  	ATI Specialty Alloys & Components
(Millersburg Operations)	  	1600 Old Salem Road
Albany, OR


  
 Page 4 









 Schedule of Owned and Leased Real Properties Used in Business 

 


							
	 Legal Name
	  	 Landlord if Leased
	  	 DBA
	  	 Address

	TDY Industries, LLC	  		  	ATI Specialty Alloys & Components (Huntsville Operations)	  	7400 Madison Blvd. Huntsville, AL
				
	TDY Industries, LLC	  		  	ATI Specialty Materials (Monroe Operations)	  	1802 Ashcraft Avenue Monroe, NC
				
	TDY Industries, LLC	  		  	ATI Flat Rolled Products (Latrobe Operations)	  	242 Allvac Lane
Latrobe, PA
				
	TDY Industries, LLC	  		  	ATI Specialty Materials (Monroe Operations )	  	200, 202, 305 Turner Street Monroe, NC
				
	TDY Industries, LLC	  		  	ATI Specialty Materials (Monroe Operations )	  	2600 East Roosevelt Drive Monroe, NC
				
	TDY Industries, LLC	  		  	ATI Specialty Materials (Monroe Operations )	  	Bakers Crossing Monroe, NC
				
	TDY Industries, LLC	  		  	ATI Specialty Materials (Monroe Operations )	  	2805 Walkup Avenue Monroe, NC
				
	TDY Industries, LLC	  		  	ATI Specialty Materials (Monroe Operations )	  	4374 Lancaster Hwy Richburg, SC
				
	TDY Industries, LLC	  		  	ATI Forged Products
(Portland Operations) (IN)	  	250 E Lafayette Street Portland, IN 47371
				
	Titanium Wire Corporation	  		  	ATI Specialty Alloys & Components (Frackville Operations)	  	235 Industrial Park Road Frackville, PA
				
	Valley Machining, Inc.	  		  	ATI Forged Products
(Coon Valley Operations) (WI)	  	100 Jack Berg Lane Coon Valley, WI 54623


  
 Page 5 








 Schedule 4.4 

ATI Collateral Locations 
  

									
	 ATI Business Unit
	  	 Entity
	  	 Company Number/Name

Accounting Records
	  	 Inventory Location
	  	ATI
	 Flat Rolled Products

(f/k/a Allegheny Ludlum)
	  	Allegheny Ludlum, LLC	  	 40 / Flat Rolled Products US

100 River Road,
 Brackenridge, PA 15014
	  	100 River Road, Brackenridge, PA 15014	  	x
	  	  	  	950 Tenth Street, Midland, PA 15059	  	x
		  		  	  	500 Green Street, Washington, PA 15301	  	x
		  		  		  	130 Lincoln Avenue, Vandergrift, PA 15690	  	x
		  		  		  	1500 West Main Street, Louisville, OH 44641	  	x
		  		  		  	8687 South 77th Avenue, Bridgeview, IL 60455	  	x
		  		  		  	585 Silicon Drive, Bagdad, PA 15656	  	x
		  		  		  	1357 E. Rodney French Blvd, New Bedford, MA 02742	  	x
		  		  		  	242 Allvac Lane, Latrobe, PA 15650	  	x
		  		  		  	700 West New Castle Street, Route 288, Zelienople, PA 16063	  	x
		  		  		  	Natrona Rail Yard	  	x
		  		  		  	Precision Strip - Minister, OH	  	
		  		  		  	Riggle Warehouse - New Kensington, PA	  	
		  		  		  	271 Railroad Hill Street, Waterbury, CT 06708	  	x
		  		  		  	2070 Pennsylvania Avenue, Monaca, PA 15061	  	x
		  		  		  	United Steel - Brookfield, OH	  	
		  		  		  	Main Steel - Harmony, PA	  	
		  		  		  	Ohio Kentucky Stl - Franklin, OH	  	
		  		  		  	8570 Mercury Lane, Pico Rivera, CA 90660	  	x
		  		  		  	501 Western Avenue, Houston, PA 15342	  	x
		  		  		  	499 Delaware Avenue, Rochester, PA 15074	  	x
		  		  		  	Foreign In-transit	  	
		  		  		  	Srap (Central account for all locations)	  	x
		  		  		  	Intercompany	  	x
					
		  		  	40 / Flat Rolled Products US	  		  	
		  	ATI Precision Finishing, LLC	  	700 West New Castle Street, Route 288, Zelienople, PA 16063	  	N/A	  	
					
		  	Jewel Acquisition, LLC	  	100 River Road,	  	N/A	  	
		  		  	Brackenridge, PA 15014	  		  	
					
		  	Jessop Steel, LLC	  	100 River Road,	  	N/A	  	
		  		  	Brackenridge, PA 15014	  		  	
					
		  	ATI Allegheny Ludlum, Inc.	  	1357 E. Rodney French Blvd, New Bedford, MA 02742	  	N/A	  	


  
 1 









									
	 ATI Business Unit
	  	 Entity
	  	 Company Number/Name

Accounting Records
	  	 Inventory Location
	  	ATI
		  		  		  	 Monroe / Bakers
 2020 Ashcraft
Avenue, Monroe, NC 28110
 6400 Alloy Way, Monroe, NC 28111

3750 Alloy Way, Monroe, NC 28111
	  	 x

	Specialty Materials	  	TDY Industries, LLC	  	75 / Specialty Materials US	  	  
	(f/k/a Allvac)	  		  	2020 Ashcraft Avenue, Monroe, NC 28110	  	  
		  		  		  	  
		  		  		  	4374 Lancaster Highway, Richburg, SC 29729	  	x
		  		  		  	695 Ohio Street, Lockport, NY 14094	  	x
		  		  		  	Shasta Inc, 300 Steel St, Aliquippa, PA 15001	  	
		  		  		  	2070 Pennsylvania Avenue, Monaca, PA 15061	  	x
		  		  		  	8570 Mercury Lane, Pico Rivera, CA 90660	  	x
		  		  		  	12247-D FM529 Northwoods Industrial Park, Houston, TX 77041	  	x
		  		  		  	ELG Utica Alloys Inc, Hartford, CT	  	
		  		  		  	700 West New Castle Street, Route 288, Zelienople, PA 16063	  	x
		  		  		  	Other Domestic Locations	  	
					
		  	ATI Powder Metals, LLC	  	81 / Specialty Materials – Powder Metals	  	1001 Robb Hill Rd, Oakdale, PA 15071	  	x
					
		  		  	1001 Robb Hill Rd, Oakdale, PA 15071	  	6515 Steubenville Pike, Pittsburgh, PA 15205	  	x
		  		  		  	Outside Vendors	  	
					
	 Specialty Alloys &

Components
 (f/k/a Wah Chang)
	  	TDY Industries, LLC	  	 48 / SAC Millersburg
 1600
N.E. Old Salem Road,
 Albany, OR 97321
	  	1600 N.E. Old Salem Road, Albany, OR 97321	  	x
	  	  	  	7400 Highway 20 West, Huntsville, AL 35806	  	x
	  	  	  	Linnwest, 3615 Pacific Boulevard, Albany, OR 97321	  	
					
		  	Oregon Metallurgical, LLC	  	975 / SAC Albany, 45 / SAC – Castings	  	530 34th Avenue S.W., Albany, OR 97322	  	x
					
		  		  	1600 N.E. Old Salem Road, Albany, OR 97321	  	Peachtree Leasing LLC, 33414 Eagle Road, Tangent, OR 97389	  	
					
		  	International Hearth Melting, LLC	  	70 / Primary Titanium – Richland	  	3101 Kingsgate Way, Richland, WA 99352	  	x
		  		  	1600 N.E. Old Salem Road, Albany, OR 97321	  	Bitton Farms, 4727 Sedona Court, Pasco, WA 99301	  	
					
		  		  	46 / Primary Titanium – Rowley	  	 1265 North Rowley Road, North Skull Valley, UT 84029
	  	 x

		  	ATI Titanium LLC	  	1600 N.E. Old Salem Road, Albany, OR 97321	  	  


  
 2 









									
	 ATI Business Unit
	  	 Entity
	  	 Company Number/Name

Accounting Records
	  	 Inventory Location
	  	ATI
		  	Titanium Wire Corporation	  	49 / SAC – Frackville	  	235 Industrial Park Road, Frackville, PA 17931	  	x
		  		  	1600 N.E. Old Salem Road, Albany, OR 97321	  	8570 Mercury Lane, Pico Rivera, CA 90660	  	x
					
		  	TI Oregon, Inc.	  	1600 N.E. Old Salem Road, Albany, OR 97321	  	N/A	  	
					
		  	ATI Flowform Products, LLC	  	949 / ATI Flowform Products	  	12 Suburban Park Drive, Billerica, MA 01821	  	 x

		  		  	12 Suburban Park Drive, Billerica, MA 01821	  	5 Suburban Park Drive, Billerica,MA01821	  
					
		  	Environmental, Inc.	  	47 / SAC - Northbrook	  		  	
		  		  	1600 N.E. Old Salem Road, Albany, OR	  	N/A	  	
		  		  	97321	  		  	
					
	Forged Products	  	ATI Ladish, LLC	  	60 / Forged Products - Cudahy	  	5481 S Packard Ave., Cudahy, WI 53110	  	x
		  		  	5481 S Packard Ave. Cudahy, WI 53110	  	  
					
		  	Valley Machining, Inc.	  	60 / Forged Products - Cudahy	  	100 Jack Berg Ln, Coon Valley, WI 54623	  	x
		  		  	5481 S Packard Ave. Cudahy, WI 53110	  	  
					
		  	ATI Ladish, LLC	  	60 / Forged Products - Cudahy	  	3001 Wolff St., Racine, WI, 53404	  	
		  		  	5481 S Packard Ave. Cudahy, WI 53110	  	  	
					
		  	 ATI Ladish Machining, Inc.
	  	64 / Forged Products - Machining	  	 311 Prestige Park Road, East Hartford, CT 06108
	  	 x

		  	  	311 Prestige Park Road, East Hartford, CT 06108	  	  
					
		  	Chen-Tech Industries, Inc.	  	62 / Forged Products - Irvine	  	9 Wrigley, Irvine, CA 92618	  	x
		  	  	9 Wrigley, Irvine, CA 92618	  		  	
					
		  	TDY Industries, LLC	  	997 / Forged Products – Portland/Lebanon	  	250 E. Lafayette Street, Portland, IN 47371	  	x
					
		  		  	250 E. Lafayette Street, Portland, IN 47371	  	400 Corporate Drive, Lebanon, KY 40033	  	x
					
		  	 Pacific Cast Technologies, Inc.
	  	61 / Cast Products - Albany	  		  	
	Cast Products	  	  	150 SW Queen Ave, Albany, OR 97322	  	150 SW Queen Ave, Albany, OR 97322	  	x
					
		  	ATI Cast Products Salem Operations, LLC	  	67 / Cast Products - Salem	  		  	
		  	  	859 7th Street Northwest, Salem, Oregon	  	859 7th Street Northwest, Salem, Oregon 97304	  	x
		  		  	97304	  	  

 Notes: 
 - ATI
“x” indicates an ATI owned facility. Other locations are 3rd party processors or storage locations. 

  
 3 








 Schedule 4.8(k) 

Deposit Accounts 
  

					
	 Borrower
	  	 Bank
	 	 Account Number

	Allegheny Ludlum, LLC Concentration	  	BNY Mellon	 	[omitted]
	Allegheny Ludlum, LLC Operating	  	BNY Mellon	 	[omitted]
	Allegheny Ludlum, LLC Letter of Credit	  	Wells Fargo	 	[omitted]
	ATI Cast Products Salem Operations, LLC	  	Bank of America	 	[omitted]
	ATI Flowform Products, LLC	  	Bank of America	 	[omitted]
	ATI Ladish, LLC Concentration	  	Bank of America	 	[omitted]
	ATI Ladish, LLC Operating	  	Bank of America	 	[omitted]
	ATI Ladish Machining, Inc.	  	Bank of America	 	[omitted]
	ATI Powder Metals, LLC	  	No Bank Account	 	[omitted]
	ATI Precision Finishing, LLC	  	No Bank Account	 	[omitted]
	ATI Titanium LLC	  	BNY Mellon	 	[omitted]
	Chen-Tech Industries, Inc.	  	Bank of America	 	[omitted]
	Environmental, Inc.	  	No Bank Account	 	[omitted]
	International Hearth Melting, LLC	  	No Bank Account	 	[omitted]
	Oregon Metallurgical, LLC	  	Bank of America	 	[omitted]
	Pacific Cast Technologies, Inc.	  	Bank of America	 	[omitted]
	TDY Industries, LLC – Operating	  	Bank of America	 	[omitted]
	TDY Industries, LLC – Concentration	  	BNY Mellon	 	[omitted]
	TDY Industries, LLC – Operating	  	BNY Mellon	 	[omitted]
	TDY Industries, LLC – Operating	  	PNC Bank	 	[omitted]
	TDY Industries, LLC – Allvac	  	BNY Mellon	 	[omitted]
	TDY Industries, LLC – Portland Forge	  	BNY Mellon	 	[omitted]
	TDY Industries, LLC – Wah Chang	  	Bank of America	 	[omitted]
	Titanium Wire Corporation	  	No Bank Account	 	[omitted]
	Valley Machining, Inc.	  	No Bank Account	 	[omitted]









					
	 Guarantor
	  	 Bank
	  	 Account Number

	AII Acquisition, LLC	  	N/A	  	N/A
	AII Investment Corp.	  	PNC Bank	  	[omitted]
	ALC Funding Corporation	  	PNC Bank	  	[omitted]
	ALC Funding Corporation	  	BlackRock (Investment Account)	  	[omitted]
	Allegheny Technologies Incorporated Concentration Account	  	BNY Mellon	  	[omitted]
	Allegheny Technologies Incorporated Operating Account	  	BNY Mellon	  	[omitted]
	Allegheny Technologies International, Inc.	  	N/A	  	N/A
	ATI Allegheny Ludlum, Inc.	  	N/A	  	N/A
	ATI Canada Holdings, Inc.	  	N/A	  	N/A
	ATI Funding Corporation	  	PNC Bank	  	[omitted]
	ATI Funding Corporation	  	BlackRock (Investment Account)	  	[omitted]
	ATI Funding Corporation	  	Union Bank (Investment Account)	  	[omitted]
	ATI Operating Holdings, LLC	  	N/A	  	N/A
	ATI Properties, Inc.	  	Bank of America	  	[omitted]
	Jessop Steel, LLC	  	N/A	  	N/A
	Jewel Acquisition, LLC	  	BNY Mellon	  	[omitted]
	TI Oregon, Inc.	  	N/A	  	N/A
	TDY Holdings, LLC	  	PNC Bank	  	[omitted]








 Schedule 5.1 

Consents 
 None. 







 Schedule 5.2(a) 

Jurisdictions, Qualifications 
  

							
	 COMPANY
NAME
	  	 INCORPORATION
STATE
	  	 QUALIFICATION
STATES
	  	 COMMENTS

	Allegheny Ludlum, LLC	  	Pennsylvania	  	Alabama	  	
		  		  	California	  	
		  		  	Connecticut	  	
		  		  	Georgia	  	
		  		  	Illinois	  	
		  		  	Indiana	  	
		  		  	Massachusetts	  	
		  		  	Michigan	  	
		  		  	Missouri	  	
		  		  	New York	  	
		  		  	North Carolina	  	
		  		  	Ohio	  	Under name Allegheny Ludlum Corporation
		  		  	Oklahoma	  	
		  		  	South Carolina	  	
		  		  	Texas	  	
	ATI Cast Products Salem Operations, LLC	  	Delaware	  	Oregon	  	
	ATI Flowform Products, LLC	  	Delaware	  	Massachusetts	  	
		  		  	Texas	  	
	ATI Ladish LLC	  	Wisconsin	  	Alabama	  	









							
		  		  	Arizona	  	
		  		  	California	  	
		  		  	Connecticut	  	
		  		  	Illinois	  	
		  		  	Indiana	  	
		  		  	Massachusetts	  	
		  		  	Minnesota	  	
		  		  	Ohio	  	
		  		  	Virginia	  	
	ATI Ladish Machining, Inc.	  	Nevada	  	Connecticut	  	
	ATI Powder Metals LLC	  	Pennsylvania	  	North Carolina	  	
	ATI Precision Finishing, LLC	  	Pennsylvania	  		  	
	ATI Titanium LLC	  	Delaware	  	Utah	  	
	Chen-Tech Industries, Inc.	  	Nevada	  	California	  	
	Environmental, Inc.	  	California	  		  	
		  		  	Illinois	  	
		  		  	New Jersey	  	
		  		  	New Mexico	  	
		  		  	Pennsylvania	  	
		  		  	Texas	  	
	International Hearth Melting, LLC	  	Oregon	  	Washington	  	
	Oregon Metallurgical, LLC	  	Oregon	  	North Carolina	  	Under name -Oregon Metallurgical Corporation









							
		  		  	New Jersey	  	
		  		  	Pennsylvania	  	Under name -Oregon Metallurgical Corporation
	Pacific Cast Technologies, Inc.	  	Nevada	  	Oregon	  	
	TDY Industries, LLC	  	California	  	Alabama	  	
		  		  	Arizona	  	
		  		  	Arkansas	  	
		  		  	Colorado	  	
		  		  	Connecticut	  	
		  		  	Florida	  	
		  		  	Georgia	  	
		  		  	Idaho	  	
		  		  	Illinois	  	
		  		  	Indiana	  	
		  		  	Iowa	  	
		  		  	Kansas	  	
		  		  	Kentucky	  	
		  		  	Louisiana	  	
		  		  	Maine	  	
		  		  	Maryland	  	
		  		  	Massachusetts	  	
		  		  	Michigan	  	
		  		  	Minnesota	  	
		  		  	Mississippi	  	
		  		  	Missouri	  	









							
		  		  	Montana	  	
		  		  	Nebraska	  	
		  		  	Nevada	  	
		  		  	New Hampshire	  	
		  		  	New Jersey	  	
		  		  	New Mexico	  	
		  		  	New York	  	
		  		  	North Carolina	  	
		  		  	Ohio	  	
		  		  	Oklahoma	  	
		  		  	Oregon	  	
		  		  	Pennsylvania	  	
		  		  	South Carolina	  	
		  		  	South Dakota	  	
		  		  	Tennessee	  	
		  		  	Texas	  	
		  		  	Utah	  	
		  		  	Virginia	  	
		  		  	Washington	  	
		  		  	Wisconsin	  	
		  		  	Wyoming	  	
	Titanium Wire Corporation	  	Pennsylvania	  		  	
	Valley Machining, Inc.	  	Wisconsin	  		  	
	AII Acquisition, LLC	  	Pennsylvania	  		  	
	AII Investment Corp.	  	Delaware	  		  	









							
	ALC Funding Corporation	  	Delaware	  		  	
	Allegheny Technologies Incorporated	  	Delaware	  	California	  	
		  		  	Pennsylvania	  	
		  		  	Virginia	  	
		  		  	Washington	  	
	Allegheny Technologies International, Inc.	  	California	  	Pennsylvania	  	
	ATI Allegheny Ludlum, Inc.	  	Massachusetts	  		  	
	ATI Canada Holdings, Inc.	  	Delaware	  		  	
	ATI Funding Corporation	  	Delaware	  		  	
	ATI Operating Holdings, LLC	  	Delaware	  	Alabama	  	
		  		  	South Carolina	  	
	ATI Properties, Inc.	  	Delaware	  	California	  	
		  		  	Oregon	  	
	Jessop Steel, LLC	  	Pennsylvania	  		  	
	Jewel Acquisition, LLC	  	Delaware	  	Ohio	  	
		  		  	Pennsylvania	  	
	TI Oregon, Inc.	  	Oregon	  	California	  	
		  		  	Illinois	  	
		  		  	Ohio	  	
	TDY Holdings, LLC	  	Delaware	  		  	








 Schedule 5.2(b) 

To Credit Agreement 

Domestic Subsidiaries 

Domestic Subsidiaries are wholly-owned unless otherwise indicated. 

Allegheny Technologies Incorporated 
 ATI
Funding Corporation 
 ATI Funding Corporation 

ATI Operating Holdings, LLC 
 ATI Operating
Holdings, LLC 
 TDY Holdings, LLC 

ALC Funding Corporation 
 Oregon
Metallurgical, LLC 
 Allegheny Ludlum, LLC 

ATI Properties, Inc. 
 ATI Ladish
LLC 
 Oregon Metallurgical, LLC 

International Hearth Melting, LLC 

TI Oregon Inc. 
 Allegheny Ludlum, LLC

 AII Acquisition, LLC 

ATI Precision Finishing, LLC 
 ATI
Allegheny Ludlum, Inc. 
 Jewel Acquisition, LLC 

ATI Properties, Inc. 
 None 

TDY Industries, LLC 
 ATI Flowform
Products, LLC (85%) 
 ATI Fabricated Components, LLC 

ATI Powder Metals LLC 
 ATI
Titanium LLC 
 ATI Casting Services, LLC 

TDY Companies, Inc. (inactive) 

Teledyne Systems Company (inactive) 

SMP Metals, Inc. (inactive) 

Forgemasters, Inc. (inactive) 

Teledyne Electronics Systems, Inc. (indirect subsidiary- inactive) 







 ALC Funding Corporation 

None 
 Jessop Steel, LLC 

None 
 TDY Holdings, LLC 

Allegheny Technologies International, Inc. 

ATI Canada Holdings, Inc. 

Environmental, Inc. 
 TDY
Industries, LLC 
 Relentless Insurance, Inc. 

ATI International Holdings, LLC (indirect subsidiary) 

Kooi U.S.A. (inactive) 
 Western
Mining Technology, Inc. (50%)(inactive) 
 Teledyne Packaging Puerto Rico, Inc. (inactive) 

Powertronic Systems, Inc. (94.1%)(inactive) 

Teledyne Exploration Company (inactive) 

International Hearth Melting, LLC 
 None

 ATI Precision Finishing, LLC 
 None

 TI Oregon Inc. 
 Titanium Wire
Corporation 
 Titanium Wire Corporation 

None 
 ATI Canada Holdings, Inc. 

None 
 Allegheny Technologies International,
Inc. 
 Allegheny Technologies Asia, Inc. 

TDY Transcontinental, Inc. (inactive) 
 AII
Acquisition, LLC 
 AII Investment Corp. 

Jessop Steel, LLC 
 AII Investment Corp.

 None 
 Environmental, Inc. 

None 







 ATI Titanium LLC 

None 
 ATI Ladish LLC 

ATI Ladish Machining, Inc. 

Metallum Corporation 
 Pacific
Cast Technologies, Inc. 
 Chen-Tech Industries, Inc. 

Valley Machining, Inc. 
 Ladish
Forging, LLC (inactive) 
 ATI Ladish Machining, Inc. 

None 
 Pacific Cast Technologies, Inc.

 ATI Cast Products Salem Operations, LLC 

Chen-Tech Industries, Inc. 
 None 

Valley Machining, Inc. 
 None 

Jewel Acquisition, LLC 
 None 

ATI Cast Products Salem Operations, LLC 

None 
 ATI Flowform Products, LLC 

None 
 ATI Powder Metals LLC 

None 
 ATI Allegheny Ludlum, Inc. 

None 







 Schedule 5.4 

Federal Tax Identification Numbers 
  

			
	 COMPANY 
NAME
	  	 FEDERAL TAX 
IDENTIFICATION NUMBER

	Allegheny Ludlum, LLC	  	45-3947365
	ATI Cast Products Salem Operations, LLC	  	47-1020151
	ATI Flowform Products, LLC	  	04-2522527
	ATI Ladish LLC	  	45-1623676
	ATI Ladish Machining, Inc.	  	06-1487703
	ATI Powder Metals LLC	  	27-1082118
	ATI Precision Finishing, LLC	  	20-2643745
	ATI Titanium LLC	  	20-5469481
	Chen-Tech Industries, Inc.	  	80-0249226
	Environmental, Inc.	  	22-1831201
	International Hearth Melting, LLC	  	91-1834311
	Oregon Metallurgical, LLC	  	93-0448167
	Pacific Cast Technologies, Inc.	  	36-4338724
	TDY Industries, LLC	  	95-2316679
	Titanium Wire Corporation	  	22-2138548
	Valley Machining, Inc.	  	39-1815882
		
	AII Acquisition, LLC	  	20-2636359
	AII Investment Corp.	  	51-0357351
	ALC Funding Corporation	  	25-1584240
	Allegheny Technologies Incorporated	  	25-1792394
	Allegheny Technologies International, Inc.	  	95-2753999









			
	ATI Allegheny Ludlum, Inc.	  	46-3477204
	ATI Canada Holdings, Inc.	  	94-3382306
	ATI Funding Corporation	  	25-1584241
	ATI Operating Holdings, LLC	  	45-3947611
	ATI Properties, Inc.	  	95-4512341
	Jessop Steel, LLC	  	20-2635976
	Jewel Acquisition, LLC	  	42-1623809
	TI Oregon, Inc.	  	93-1144700
	TDY Holdings, LLC	  	06-1585041








 Schedule 5.6 

Entity Names 
 Former names and
mergers/consolidations 
  

	1.	Allegheny Ludlum, LLC was formed by the merger of Allegheny Ludlum Corporation with and into ALC Merger LLC on January 2, 2012, with the surviving entity renamed “Allegheny Ludlum, LLC” .


  

	2.	ATI Flowform Products, LLC was formed by the conversion on February 10, 2014 of Dynamic Flowform Corp., a Massachusetts corporation, into “ATI Flowform Products, LLC”, a Delaware limited liability
company. 

  

	3.	ATI Ladish LLC was formed by the merger of Ladish Co., Inc., a Wisconsin corporation, with and into PADL, LLC, a Wisconsin limited liability company, on May 9, 2011, with the surviving entity renamed “ATI
Ladish LLC” . 

  

	4.	ATI Ladish Machining, Inc. was formed by the merger of Aerex, LLC, a Nevada limited liability company, with and into Stowe Machine Co., Inc., a Nevada corporation, on January 2, 2012, with the surviving entity
renamed “ATI Ladish Machining, Inc.” 

  

	5.	Rome Metals, LLC, a Pennsylvania limited liability company, changed its name to “ATI Precision Finishing, LLC” on November 24, 2010. 


 

	6.	Oregon Metallurgical Corporation, an Oregon corporation, converted into an Oregon limited liability company on January 2, 2012 and was renamed as “Oregon Metallurgical, LLC.” 


 

	7.	TDY Industries, LLC was formed by the conversion of TDY Industries, Inc. a California corporation, into TDY Industries, LLC on January 1, 2012. 


 

	8.	ATI Operating, LLC, a Delaware limited liability company, changed its name to “ATI Operating Holdings, LLC” on November 29, 2011. 


Acquisitions of all or substantially all of the assets of a third person 
  

	1.	Effective June 14, 2014, acquired substantially all of the assets of Hanard Machine, Inc., now known as ATI Cast Products Salem Operations, LLC. 


 

	2.	Effective February 7, 2014, acquired 85% of Dynamic Flowform Corp., now known as ATI Flowform Products, LLC (description above; see also Schedule 5.24). 


 

	3.	Effective May 9, 2011, acquired publicly traded Ladish Co. Inc., now known as ATI Ladish LLC (description above) and its subsidiary entities, including Loan Parties Valley Machining, Inc., Chen-Tech Industries,
Inc., Pacific Cast Technologies, Inc., and the company now known as ATI Ladish Machining, Inc. (description above). 








 Schedule 5.7 

OSHA, Environmental Compliance 
 None. 








 Schedule 5.8(b)(i) 

Litigation 
 Beginning in August 2015,
multiple unfair labor practice charges have been filed by the United Steelworkers (“USW”) with the National Labor Relations Board in connection with the labor dispute described in Schedule 5.14. As of September 18, 2015, the Company
has received notice of 13 of such charges. ATI is in the process of reviewing and preparing responses to the charges. 







 Schedule 5.8(b)(ii) 

Permitted Indebtedness 
  

					
	 	  	Amounts
Outstanding
as of June 30, 2015	 
	 Allegheny Ludlum, LLC, 6.95% debentures, due 2025

(Issued under Indenture dated as of December 15, 1995-Original principal $150,000,000)
	  	$	150,000,000	  
		
	 Allegheny Technologies Incorporated

$350 million 9.375% Notes due 2019

(Issued under Indenture dated as of June 1, 2009 and First Supplemental Indenture dated as of June 1, 2009 -
Original principal $350,000,000)
	  	$	350,000,000	  
		
	 Allegheny Technologies Incorporated

$500 million 5.95% Notes due 2021

((Issued under Indenture dated as of June 1, 2009 and Third Supplemental Indenture dated as of January 7,
2011- Original principal - $500,000,000)
	  	$	500,000,000	  
		
	 Allegheny Technologies Incorporated

$500 million 5.875% Notes due 2023

(Issued under Indenture dated as of June 1, 2009 and Fourth Supplemental Indenture dated as of July 12, 2013
- Original principal - $500,000,000)
	  	$	500,000,000	  
		
	 Capital Lease - Cisco Systems, Inc.- TDY Industries, LLC
	  	$	474,000	  
		
	 Capital Lease- Konica Minolta Inc. - TDY Industries, LLC
	  	$	1,645,000	  
	 Capital Lease - NetApp, Inc. - TDY Industries, LLC and Allegheny Technologies Incorporated
	  	$	233,000	  
		
	 Industrial Revenue Bond- Oregon Metallurgical, LLC
	  	$	2,255,000	  
		
	 Industrial Revenue Bond- Allegheny Ludlum LLC
	  	$	361,000	  
		
	 Intesa SaoPaolo Letter of Credit Facility
	  	$	31,816,361	  








 Schedule 5.8(d) 

Plans; ERISA Compliance 
 Retirement
Plans 
 Allegheny Technologies Incorporated Pension Plan 

Allegheny Technologies Incorporated Benefit Restoration Plan (frozen) 

Allegheny Technologies Incorporated Supplemental Pension Plan (frozen) 

Pension Equalization Plan (frozen) 
 Allegheny Technologies
Incorporated Defined Contribution Restoration Plan 
 Allegheny Technologies Incorporated Retirement Savings Plan 

Allegheny Ludlum Corporation Personal Retirement Account and 401(k) Savings Plan 

ATI Forgings & Castings Savings & Deferral Plan 

ATI Ladish Hourly Employees Savings & Deferral Investment Plan 

Capital Accumulation Plan for Allegheny Ludlum Corporation Houston Employees 

Capital Accumulation Plan for Allegheny Ludlum Corporation Salaried Employees of the Houston, PA and Massillon, OH Facilities 

Capital Accumulation Plan for Allegheny Ludlum Corporation Massillon Employees 

TDY Industries Inc. 401(k) and Profit Sharing Plan for Certain Employees of Metalworking Products 

Carol Stream Hourly Pension Plan 
 The 401(k) Plan 

ATI Flowform LLC 401(k) Plan 
 ATI Precision Finishing, LLC
Employees’ 401(k) and Profit Sharing Plan 
 Health & Insurance Plans 

Allegheny Technologies Health & Welfare Plans 
 Medical
Plan for Allegheny Rodney and Allvac 
 Health and Welfare Plan 

ATI Retiree Health Plan 
 ATI TDY Retiree Health Plan 

ATI Ladish LLC Group Insurance Medical Benefits 
 ATI Ladish LLC
Group Insurance Plan Accident and Sickness 
 ATI Ladish LLC Group Insurance Plan Life, ADD & LTD 

ATI Ladish LLC Group Insurance Plan Severance Plan 
 ATI Ladish
LLC HRA Plan 
 Pacific Source Health Plan 
 Group Insurance
Plan (Life & AD&D) 
 Employee Assistance Program 

MODA Dental Plan 
 Williamette Dental Group 

ATI Ladish Machining HWP 
 With respect to retirement plans,
liabilities of the ATI Pension Plan (U.S. qualified defined benefit pension plan) exceed its assets. At December 31, 2014, this plan was approximately 76% funded as calculated in accordance with U.S. generally accepted accounting principles;
ATI is not required to make any contribution to this plan in 2015. Please see the Company’s Form 10-K for the fiscal year ended December 31, 2014 for further information regarding the Company’s obligations with respect to the ATI
Pension Plan. (The health and welfare plans are self-insured.) 







 Union Obligations and Multiemployer Plans 

Labor agreements with USW-represented employees require ATI to make contributions to VEBA trusts based upon the attainment of a certain level of profitability.
The Company contributes to the following three multiemployer defined benefit pension plans under collective bargaining agreements that cover certain of its union-represented employees: 

 

	 	•	 	Steelworkers Western Independent Shops Pension Plan 

  

	 	•	 	Boilermakers-Blacksmiths National Pension Trust 

  

	 	•	 	IAM National Pension Fund 

 Please see the Company’s Form 10-K for the fiscal year ended December 31,
2014 for further information regarding the Company’s obligations with respect to Multiemployer Plans. 







 Schedule 5.10 

Licenses and Permits 
 None. 







 Schedule 5.14 

Labor Disputes 
 ATI’s agreement with
the United Steelworks (“USW”) affecting approximately 2,200 employees of ATI Flat Rolled Products (Allegheny Ludlum, LLC; Jewel Acquisition, LLC; Jessop Steel, LLC; ATI Allegheny Ludlum, Inc.) and operations in Albany, Oregon (Oregon
Metallurgical, LLC - 34th Avenue Operations) and Lockport, New York (TDY Industries, LLC d/b/a ATI Specialty Materials) expired on June 30, 2015. USW employees continued to work without a
contract until ATI implemented a lockout, which took effect Saturday, August 15, 2015. ATI entities are continuing to operate the affected facilities and serve customer needs with ATI salaried and non-union employees and temporary professional
staffing until a new contract is finalized with the USW. 







 Schedule 5.24 

Equity Interests 
 On February 7,
2014, the Company acquired 85% of Dynamic Flowform Corp. (“Dynamic Flowform”). The Dynamic Flowform acquisition is treated as an asset purchase for tax purposes. The sellers have a 15% noncontrolling interest in ATI Flowform Products and a
put option requiring ATI to purchase their equity interest at a redemption value determinable from a specified formula based on a multiple of EBITDA (subject to a fixed minimum linked to the original acquisition date value). The put option is fully
exercisable beginning in the second quarter of 2017, and is also exercisable under certain other circumstances. The put option cannot be separated from the noncontrolling interest. 







 Schedule 5.28 

Designated Customers 
 The Loan Parties
have elected not to identify any Designated Customers as of the Closing Date but the Loan Parties reserve the right to update this Schedule as provided in the Credit Agreement. 







 Schedule 7.3 

Guarantees 
 None. 







 Schedule 7.10 

Transactions with Affiliates 
 Allegheny
Ludlum, LLC and TDY Industries, LLC provide goods and services to Uniti LLC pursuant to a specified pricing formula as determined from time to time in accordance with contractual arrangements among the parties. The goods and services include,
generally, the sales of CP titanium products and the hot rolling and finishing of CP titanium. Uniti LLC is a 50/50 joint venture between Allegheny Technologies Incorporated and VSMPO Funding Corporation, a Russian producer of titanium products.

 Allegheny Ludlum, LLC purchases material from Shanghai STAL Precision Stainless Steel Co. Ltd. (“STAL”). STAL’s joint venture
partners are Allegheny Ludlum, LLC, which holds a 60% interest, and Baosteel Group, a state authorized investment company whose equity securities are publicly traded in the People’s Republic of China, which holds the remaining 40% interest.
Transactions occur in the ordinary course of business.