Exhibit 10.1



 






EXHIBIT 10.1




FIRST AMENDED AND RESTATED REVOLVING CREDIT



AND


SECURITY AGREEMENT


PNC BANK, NATIONAL ASSOCIATION

(AS LENDER, AS ADMINISTRATIVE AGENT AND AS COLLATERAL AGENT)


AND


JPMORGAN CHASE BANK, N.A. (AS LENDER), BANK OF AMERICA, N.A. (AS LENDER AND AS

DOCUMENTATION AGENT), NATIONAL CITY BUSINESS CREDIT,

INC. (AS LENDER AND AS DOCUMENTATION AGENT), WACHOVIA BANK,

NATIONAL ASSOCIATION (AS LENDER AND AS DOCUMENTATION AGENT) AND

SUCH OTHER LENDERS WHICH ARE NOW OR HEREAFTER A PARTY HERETO


AND


PNC CAPITAL MARKETS, INC. AND J. P. MORGAN SECURITIES, INC.,

(AS CO-LEAD ARRANGERS AND JOINT BOOK RUNNERS)


AND


OREGON METALLURGICAL CORPORATION, ALLEGHENY LUDLUM

CORPORATION, ATI PROPERTIES, INC., TDY INDUSTRIES, INC.,

ALC FUNDING CORPORATION, JESSOP STEEL COMPANY,

JEWEL ACQUISITION, LLC, ATI FUNDING CORPORATION AND JESSOP STEEL

ACQUISITION, LLC

(AS BORROWERS)


AND


THE GUARANTORS PARTY HERETO

(AS GUARANTORS)


AUGUST 4, 2005




 









 








FIRST AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY

AGREEMENT




     First Amended and Restated Revolving Credit and Security Agreement, dated as of August 4,
2005, by and among Oregon Metallurgical Corporation, a corporation organized under the laws of the
State of Oregon (“Oremet”), Allegheny Ludlum Corporation, a corporation organized under the laws of
the Commonwealth of Pennsylvania (“ALC”), ATI Properties, Inc., a corporation organized under the
laws of the State of Delaware (“ATIP”), TDY Industries, Inc., a corporation organized under the
laws of the State of California (“TDY”), ALC Funding Corporation, a corporation organized under the
laws of the State of Delaware (“ALC Funding”), Jessop Steel Company, a corporation organized under
the laws of the Commonwealth of Pennsylvania (“Jessop”), Jewel Acquisition, LLC, a limited
liability company organized under the laws of the State of Delaware (“Jewel”), ATI Funding
Corporation, a Delaware corporation (“ATI Funding”), and Jessop Steel Acquisition, LLC, a
Pennsylvania limited liability company (“Jessop LLC”) (Oremet, ALC, ATIP, TDY, ALC Funding, Jessop,
Jewel, ATI Funding and Jessop LLC are each a “Borrower” and collectively the “Borrowers”), each of
the Guarantors (as hereinafter defined), the financial institutions which are now or which
hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC
Bank, National Association (“PNC”), as administrative agent and collateral agent for the Lenders
(PNC, in such capacity, the “Agent”), Bank of America, N.A., National City Business Credit, Inc.
and Wachovia Bank, National Association, as documentation agents for the Lenders (collectively, the
“Documentation Agents”) and PNC Capital Markets, Inc. and J. P. Morgan Securities, Inc., as co-lead
arrangers and joint book runners (collectively, the “Co-Lead Arrangers”).



WITNESSETH:




     WHEREAS, the Borrowers (excluding ATI Funding and Jessop LLC), the Guarantors (including ATI
Funding and excluding AII LLC), various financial institutions (the “Existing Lenders”), PNC, as
administrative agent and collateral agent for the Existing Lenders, Congress Financial Corporation,
Bank of America, N.A. (successor by merger to Fleet Capital Corporation) and GMAC Commercial
Finance LLC, as documentation agents for the Existing Lenders entered into that certain Revolving
Credit and Security Agreement, dated June 13, 2003 (as amended prior to the date hereof, the
“Existing Credit Agreement”); and



     WHEREAS, the Borrowers, the Guarantors, the Lenders, the Agent and the Documentation Agents
desire to amend and restate the Existing Credit Agreement, pursuant to the terms and conditions set
forth herein.



     IN CONSIDERATION of the mutual covenants and undertakings herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers, the Guarantors, the Lenders, the Agent
and the Documentation Agents hereby agree as follows:



 









 





I. DEFINITIONS.




     1.1 Accounting Terms.



          As used in this Agreement, the Notes, 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, 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.




     1.2 General Terms.



          For purposes of this Agreement the following terms shall have the following meanings:




          “AAC” shall mean AII Acquisition Corp., a Delaware corporation and its successors and
assigns.




          “Accountants” shall have the meaning set forth in Section 9.5 hereof.




          “Account Control Agreement (ALC Funding)” shall mean the First Amended and Restated
Notification and Control Agreement, dated of even date herewith, by and among ALC Funding, PNC
Bank, Delaware, and Agent, together with all amendments, supplements, modifications, substitutions
and replacements thereto and thereof.




          “Account Control Agreement (ATI Funding)” shall mean the Notification and Control
Agreement, dated of even date herewith, by and among ATI Funding, PNC Bank, Delaware, and Agent,
together with all amendments, supplements, modifications, substitutions and replacements thereto
and thereof.




          “Account Control Agreements” shall mean, collectively, the Account Control Agreement
(ALC Funding), the Account Control Agreement (ATI Funding), and any other Account Control Agreement
in form and substance satisfactory to the Agent entered into by and among the applicable Borrower,
the Agent and the Person at which the applicable account is located, together with all amendments,
supplements, modifications, substitutions and replacements thereto and thereof.




          “Additional Cash on Deposit” shall mean the aggregate cash balance in any Borrower’s
account with any Person which is assigned to the Agent pursuant to an Assignment of Account and
subject to an Account Control Agreement.




          “Adjusted EBITDA” shall mean for any fiscal period (a) the sum of (i) EBITDA (ii)
minus any gain or plus any loss of any other Person accounted for on the equity
method except to the extent of cash distributions received during such fiscal period, (iii)
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, (iv) plus any
non-cash pension expense and minus any




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non-cash pension income of ATI and its Subsidiaries on a consolidated basis resulting from the
application of SFAS 87 and plus that portion of SFAS 106 expenses equal to the cash
payments from the VEBA with respect to such fiscal period.




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




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




          “Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is
in control of, is controlled by, or is under common control with such Person, or (b) any Person who
is a director or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any
Person described in clause (a) above. For purposes of this definition, control of a Person shall
mean the power, direct or indirect, (x) to vote ten percent (10%) or more of the securities having
ordinary voting power for the election of directors of such Person, or (y) to direct or cause the
direction of the management and policies of such Person whether by contract or otherwise.




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




          “Agent’s Letter” shall mean the First Amended and Restated Agent’s Fee Letter dated of
even date herewith, by and among the Borrowers and the Agent.




          “Aggregate Consideration” shall mean with respect to any Permitted Acquisition the sum
of (a) the cash paid by any Loan Party, directly or indirectly, to the seller in connection
therewith, plus (b) common stock of ATI issued (valued at market price at the close of
trading on the date of the definitive acquisition agreement pursuant to which the Permitted
Acquisition is to be made) in connection with such Permitted Acquisition, plus (c)
Indebtedness for Borrowed Money incurred or assumed by any Loan Party, whether in favor of the
seller or otherwise and whether fixed or contingent, in connection with such Permitted Acquisition,
plus (d) any Guaranty given or incurred by any Loan Party in connection therewith, and
plus (e) any other consideration given or obligation incurred by any Loan Party in
connection therewith.




          “AIC” shall mean AII Investment Corp., a Delaware corporation and its successors and
assigns.




          “AII LLC” shall mean AII Acquisition Holdings, LLC, a Pennsylvania limited liability
company and its successors and assigns.




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




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




          “ALC J&L Note” shall mean the Promissory Note dated June 1, 2004, made by ALC in favor
of J&L in the original principal amount of Seven Million Five Hundred Thousand and 00/100 Dollars
($7,500,000.00).




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          “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the higher of
(i) the Base Rate in effect on such day and (ii) the Federal Funds Open Rate in effect on such day
plus one-half of one percent (.50%) per annum.




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




          “Applicable Base Rate Margin” shall have the meaning set forth in Section 3.1(b)
hereof.




          “Applicable Euro Dollar Rate Margin” shall have the meaning set forth in Section
3.1(b) hereof.




          “Applicable Commitment Fee Percentage” shall have the meaning set forth in Section 3.3
hereof.




          “Applicable Letter of Credit Fee Percentage” shall have the meaning set forth in
Section 3.2(a) hereof.




          “Arcelor” shall mean Arcelor S.A., a corporation organized under the laws of
Luxembourg.




          “Assignment of Account (ALC Funding)” shall mean the First Amended and Restated Pledge
and Security Agreement, dated of even date herewith, by and between ALC Funding and the Agent,
together with all amendments, supplements, modifications, substitutions and replacements thereto
and thereof.




          “Assignment of Account (ATI Funding)” shall mean the Pledge and Security Agreement,
dated of even date herewith, by and between ATI Funding and the Agent, together with all
amendments, supplements, modifications, substitutions and replacements thereto and thereof.




          “Assignments of Account” shall mean, collectively, the Assignment of Account (ALC
Funding), the Assignment of Account (ATI Funding), and any other Pledge and Security Agreement in
form and substance satisfactory to the Agent entered into by the applicable Borrower and the Agent,
together with all amendments, supplements, modifications, substitutions and replacements thereto
and thereof.




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




          “ATICH” shall mean ATI Canada Holdings, Inc., a Delaware corporation and its
successors and assigns.




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




          “ATII” shall mean Allegheny Technologies International, Inc., a California corporation
and its successors and assigns.




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




          “Authority” shall have the meaning set forth in Section 4.18(d) hereof.




          “Availability” shall mean, with respect to any fiscal period, the sum of (a) the
amount derived in Section 2.1(a)(y)(i) hereof, plus (b) the lesser of the amount derived in
(1) Section 2.1(a)(y)(ii)(A) or (2) Section 2.1(a)(y)(ii)(B) hereof, plus (c) the amount by
which the amount derived in Section 2.1(a)(y)(iii) exceeds Twenty Five Million and 00/100 Dollars
($25,000,000.00).




          “Availability Coverage Ratio” shall mean and include, with respect to any fiscal
period, the ratio of (a) Availability to (b) the amount of outstanding Revolving Advances at the
end of such period plus the Dollar Equivalent amount of outstanding Letters of Credit at
the end of such period.




          “Base 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.




          “Blocked Account Agreements” shall mean, collectively, the First Amended and Restated
Blocked Account Agreement and the Deposit Account Control Agreement in substantially the form of
Exhibit B attached hereto and made a part hereof 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 4.15(h) hereof.




          “Blocked Person” shall have the meaning assigned to such term in Section 5.23(b)
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.




          “Borrowers’ Account” shall have the meaning set forth in Section 2.7 hereof.




          “Borrowing Agent” shall mean ALC.




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          “Borrowing Base Certificate” shall mean a certificate duly executed by an officer of
Borrowing Agent appropriately completed and in substantially the form of Exhibit A hereto.




          “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 Eurodollar Rate Loans, such day
must also be a day on which dealings are carried on in the London interbank market.




          “Capital Expenditures” shall mean any expenditure made or liability incurred which is,
in accordance with GAAP, treated as a capital expenditure and not as an expense item for the year
in which it was made or incurred, as the case may be.




          “Cash Dominion Triggering Event” shall mean the Borrowers’ Undrawn Availability is
less than the Required Minimum Amount at which time the Borrowers shall comply with the terms of
Section 4.15(d) and (h).




          “Cash on Deposit” shall mean the sum of the Cash on Deposit (ALC Funding), the Cash on
Deposit (ATI Funding) and any Additional Cash on Deposit.




          “Cash on Deposit (ALC Funding)” shall mean the aggregate cash balance in ALC Funding’s
account with PNC Bank, Delaware which is assigned to the Agent pursuant to the Assignment of
Account (ALC Funding).




          “Cash on Deposit (ATI Funding)” shall mean the aggregate cash balance in ATI Funding’s
account with PNC Bank, Delaware which is assigned to the Agent pursuant to the Assignment of
Account (ATI Funding).




          “Cash on Deposit Advance Rate” shall have the meaning set forth in Section
2.1(a)(y)(iii) hereof.




          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.




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




          “Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments,
including, without limitation, all net income, gross income, gross receipts, sales, use, ad
valorem, value added, transfer, franchise, profits, inventory, capital stock, license,

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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, without
limitation, the Pension Benefit Guaranty Corporation or any environmental agency or superfund),
upon the Collateral, any Loan Party or any Affiliates of a Loan Party.




          “CIP Regulations” shall have the meaning assigned to such term in Section 14.11
hereof.




          “Closing Date” shall mean August 4, 2005 or such other date as may be agreed to by the
parties hereto.




          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and
the regulations promulgated thereunder.




          “Collateral” shall mean and include:




               (a) all Receivables;



               (b) all General Intangibles;



               (c) all Inventory;



               (d) all Investment Property;



               (e) all Cash on Deposit;



               (f) all of each Loan Party’s right, title and interest in and to (i) all merchandise returned
or rejected by Customers, relating to or securing any of the Receivables; (ii) all of each Loan
Party’s rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lienor,
including stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all
additional amounts due to any Loan Party from any Customer relating to the Receivables; (iv) other
property, including warranty claims, relating to any goods securing this Agreement; (v) all of each
Loan Party’s contract rights, rights of payment which have been earned under a contract right,
instruments (including promissory notes), documents, chattel paper (including electronic chattel
paper), warehouse receipts, deposit accounts including, but not limited to, the Blocked Accounts,
letters of credit, and money; (vi) all commercial tort claims (whether now existing or hereafter
arising); (vii) if and when obtained by any Loan Party, all real and personal property of third
parties in which such Loan Party has been granted a lien or security interest as security for the
payment or enforcement of Receivables; and (vii) any other goods, personal property, if any, in
which any Loan Party may hereafter in writing grant a security interest to Agent hereunder, or in
any amendment or supplement hereto or thereto, or under any other agreement between Agent and any
Loan Party;



               (g) all of each Loan Party’s ledger sheets, ledger cards, files, correspondence, records,
books of account, business papers, computer software (owned by any



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Loan Party or in which it has an interest), computer programs, tapes, disks and documents
relating to (a), (b), (c), (d), (e) or (f) of this Paragraph; and




               (h) all proceeds and products of (a), (b), (c), (d), (e), (f) and (g) in whatever form,
including, but not limited to: cash, deposit accounts (whether or not comprised solely of
proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit
insurance), negotiable instruments and other instruments for the payment of money, chattel paper,
security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim
proceeds;


provided, however, that Collateral shall exclude in all cases (x) stock or other equity interest in
any Subsidiaries of Loan Parties, (y) all Indebtedness of any Loan Party or any Subsidiary of a
Loan Party owed to or held by a Loan Party and (z) to the extent the terms of the Indebtedness of
TDY to Lombard US Equipment Finance Corporation (“Lombard Finance”) expressly prohibit TDY from
granting a Lien to someone other than Lombard Finance on TDY’s rights under the Third Amendment to
and Restatement of Lease Purchase Agreement dated as of December 1, 2002, by and between TDY and
Chester County, South Carolina (the “Chester County Lease Purchase Agreement”), all assets
(including real estate and Equipment), General Intangibles and documents related thereto, all
Receivables, chattel paper, General Intangibles arising out of the disposition of any of the
foregoing, all right to receive return of any premiums for or proceeds of any insurance,
condemnation award, indemnity or guaranty with respect to any of the foregoing, and all products
and proceeds of the foregoing (the “Lombard Collateral”), such Lombard Collateral (to the extent it
would otherwise be Collateral hereunder) shall not be deemed Collateral so long as such express
prohibition is in effect.




          “Collateral Assignment” shall mean the Collateral Assignment of Representations,
Warranties, Covenants, and Indemnity and Purchase Price Adjustment Rights, dated June 1, 2004, made
by Jewel and ALC to the Agent with respect to the representations, warranties, covenants, and
indemnity and escrow provisions of the J&L Asset Purchase Agreement, acknowledged by J&L and
Arcelor.




          “Commitment Percentage” of any Lender shall mean the percentage set forth below such
Lender’s name on the signature page hereof as same may be adjusted upon any assignment by a Lender
pursuant to Section 16.3(b) hereof and by any increases under Section 2.25 hereof.




          “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.




          “Computation Date” shall have the meaning set forth in Section 2.20 hereof.




          “Consents” shall mean all filings and all licenses, permits, consents, approvals,
authorizations, qualifications and orders of governmental authorities and other third parties,
domestic or foreign, necessary to carry on any Loan Party’s business, including, without
limitation, any Consents required under all applicable federal, state or other applicable law.




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          “Contract Rate” shall mean, as of the date of determination, the then applicable
interest rate on any Domestic Rate Loan or Eurodollar Rate Loan in accordance with Section 3.1(a)
or 3.1(b), as the case may be.




          “Controlled Group” shall mean all members of a controlled group of corporations and
all trades or businesses (whether or not incorporated) under common control which, together with
any Loan Party, are treated as a single employer under Section 414 of the Code.




          “Customer” shall mean and include the account debtor with respect to 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.




          “Default” shall mean an event which, with the giving of notice or passage of time or
both, would constitute an Event of Default.




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




          “Defaulting Lender” shall have the meaning set forth in Section 2.22(a) hereof.




          “Depository Accounts” shall have the meaning set forth in Section 4.15(h) hereof.




          “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, 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.




          “Drawing Date” shall have the meaning assigned to such term in Section 2.11(b) hereof.




          “Earnings Before Interest and Taxes” shall mean for any fiscal period the sum of (i)
net income (or loss) of ATI and its Subsidiaries on a consolidated basis for such period (excluding
extraordinary gains or losses including, without limitation, those items created by mandated
changes in accounting treatment), plus (ii) all net interest expense of ATI and its
Subsidiaries on a consolidated basis for such period, (iii) plus all charges against or
minus credits to income of ATI and its Subsidiaries on a consolidated basis for such period
for federal, state and local taxes.




          “EBITDA” shall mean for any fiscal period the sum of (i) Earnings Before Interest and
Taxes for such period plus (ii) depreciation expenses of ATI and its Subsidiaries for such
period, plus (iii) amortization expenses of ATI and its Subsidiaries for such period.




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          “EI” shall mean Environmental, Inc., a California corporation and its successors and
assigns.




          “Eligible Inventory” shall mean and include with respect to each Borrower, Inventory,
including work in process (unless otherwise deemed ineligible by Agent), of each Borrower valued at
the lower of cost or market value, determined on a first-in-first-out basis, 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 including, without limitation, whether the Inventory is
subject to a perfected, first priority security interest in favor of Agent and whether the
Inventory conforms to all standards imposed by any governmental agency, division or department
thereof which has regulatory authority over such goods or the use or sale thereof.



In addition, no Inventory of any Borrower shall 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 Agent, on behalf of itself and Lenders, and other Permitted
Encumbrances (subject to reserves established by Agent in accordance with the terms of this
Agreement);



               (b) (i) is not located on premises owned, leased or rented by such Borrower and set forth in
Schedule 4.5 (as such Schedule may be updated from time to time), or (ii) is stored at a
leased location, unless Agent has given its prior consent thereto or unless either (x) a reasonably
satisfactory landlord waiver has been delivered to Agent, or (y) reserves reasonably satisfactory
to Agent have been established by Agent with respect thereto or (iii) is stored with a bailee or
warehouseman unless a reasonably satisfactory warehouseman waiver or a reasonably satisfactory,
acknowledged bailee letter has been received by Agent or reserves reasonably satisfactory to Agent
have been established by Agent with respect thereto, or (iv) is located at a location owned by a
Borrower that is subject to a mortgage in favor of a lender other than Agent unless a reasonably
satisfactory mortgagee waiver has been delivered to Agent;



               (c) is in transit unless such otherwise Eligible Inventory is in transit from a domestic
location owned by a Borrower or a domestic location identified on Schedule 8.1(t) (as such
Schedule may be updated from time to time) to a domestic location owned by a Borrower or a location
identified on Schedule 8.1(t) (as such Schedule may be updated from time to time);



               (d) 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;



               (e) is placed on consignment (or is being held pursuant to a consignment agreement);



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               (f) is excess, obsolete, unsalable, shopworn, seconds, damaged or unfit for sale;



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



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



               (i) 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;



               (j) consists of any costs associated with “freight-in” charges;



               (k) 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;



               (l) consists of Hazardous Substances or goods that can be transported or sold only with
licenses that are not readily available;



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



               (n) 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); or



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



          “Eligible Receivables” shall mean and include with respect to each Borrower, each
Receivable of such Borrower arising in the ordinary course of such Borrower’s business and which
Agent, in its sole and reasonable 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 sixty (60) days after the original due date or more than one
hundred twenty (120) days after the original invoice date;



               (c) fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible
Receivables hereunder;



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               (d) any covenant, representation or warranty contained in this Agreement with respect to such
Receivable has been breached;



               (e) the Customer shall (i) apply for, suffer, or consent to the appointment of, or the taking
of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial
part of its property or call a meeting of its creditors, (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 laws (as now or hereafter in effect), (v) be adjudicated a bankrupt
or insolvent, (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, any petition which is 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;



               (f) the sale is to a Customer outside the continental United States of America or 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 laws and has complied with Section 6.4 hereof;



               (j) the goods giving rise to such Receivable have not been shipped to the Customer or the
services giving rise to such Receivable have not been performed by the applicable Borrower 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, or counterclaim, or
is owed by a Customer that is also a creditor or supplier of a Borrower (but only to the extent of
such Borrower’s obligations to such Customer from time to time) 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 (but only to the extent of such deduction therefrom), except for discounts or allowances
made in the ordinary course of business for prompt payment,



12









 




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;



               (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.



          “Environmental Complaint” shall have the meaning set forth in Section 4.18(d) 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 relating
to the protection of the environment and/or governing the use, storage, treatment, generation,
transportation, processing, handling, production or disposal of Hazardous Substances and the rules,
regulations and orders of federal, state and local governmental agencies and authorities with
respect thereto.




          “Equivalent Amount” shall mean, at any time, as determined by the Agent (which
determination shall be conclusive absent manifest error), with respect to an amount of any currency
(the “Reference Currency”) which is to be computed as an equivalent amount of another currency (the
“Equivalent Currency”): (i) if the Reference Currency and the Equivalent Currency are the same, the
amount of such Reference Currency, or (ii) if the Reference Currency and the Equivalent Currency
are not the same, the amount of such Equivalent Currency converted from such Reference Currency at
the Agent’s spot selling rate (based on the market rates then prevailing and available to the
Agent) for the sale of such Equivalent Currency for such Reference Currency at a time determined by
the Agent on the second Business Day immediately preceding the event for which such calculation is
made.




          “Equivalent Currency” shall have the meaning assigned to such term in the definition
of Equivalent Amount.




          “Equipment” shall mean and include as to each Loan Party all of such Loan Party’s
goods (other than Inventory) whether now owned or hereafter acquired and wherever located
including, without limitation, all equipment, machinery, apparatus, motor vehicles, fittings,
furniture, furnishings, fixtures, parts, accessories and all replacements and substitutions
therefor or accessions thereto.




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time and the rules and regulations promulgated thereunder.




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




13









 








          “Eurodollar Rate” shall mean for any Eurodollar Rate Loan for the then current
Interest Period relating thereto the interest rate per annum determined by PNC by dividing (the
resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the
rate of interest determined by PNC in accordance with its usual procedures (which determination
shall be conclusive absent manifest error) to be the average of the London interbank offered rates
for U.S. Dollars quoted by the British Bankers’ Association as set forth on the Moneyline Telerate
(or appropriate successor or, if British Banker’s Association or its successor ceases to provide
such quotes, a comparable replacement determined by PNC) display page 3750 (or such other display
page on the Moneyline Telerate Service as may replace display page 3750) two (2) Business Days
prior to the first day of such Interest Period for an amount comparable to such Eurodollar Rate
Loan and having a borrowing date and a maturity comparable to such Interest Period by (ii) a number
equal to 1.00 minus the Reserve Percentage. The Eurodollar Rate may also be expressed by the
following formula:




Average of London interbank offered rates quoted by BBA as shown on

Eurodollar Rate = Moneyline Telerate Service display page 3750 or appropriate successor

1.00 - Reserve Percentage




          “Eurodollar Rate Loan” shall mean an Advance at any time that bears interest
based on the Eurodollar Rate.




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




          “Event of Default” shall mean the occurrence of any of the events set forth in Article
X hereof.




          “Existing Lenders” shall have the meaning set forth in the preamble to this Agreement.




          “Existing Letters of Credit” shall have the meaning set forth in Section 2.9(a).




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




          “Federal Funds Open Rate” shall mean the rate per annum determined by the Agent in
accordance with its usual procedures (which determination shall be conclusive absent manifest
error) to be the “open” rate for federal funds transactions as of the opening of business for
federal funds transactions among members of the Federal Reserve
System arranged by


14









 







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




          “Financial Covenant Triggering Event” shall mean (a) the Borrowers’ Undrawn
Availability is less than the Required Minimum Amount for any period of five (5) consecutive
Business Days during the then current fiscal quarter or (b) the Borrowers’ daily average Undrawn
Availability for any calendar month during the then current fiscal quarter is less than the
Required Minimum Amount, at which time the Loan Parties shall comply with the terms of Section 6.5.




          “First Testing Quarter” shall have the meaning set forth in Section 6.5.




          “Fixed Charge Coverage Ratio” shall mean and include, with respect to any fiscal
period, the ratio of (a) Adjusted 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 on a consolidated basis with respect to such
period as permitted by Section 7.7 hereof, plus (d) the amount by which the total amount of
cash contributed to the Pension Plans or any Plan exceeds the amount of cash contributions to such
Pension Plans or Plan that were expensed of 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.




          “Formula Amount” shall have the meaning set forth in Section 2.1(a).




          “GAAP” shall mean generally accepted accounting principles in the United States of
America in effect from time to time.




          “General Intangibles” shall mean and include as to each Loan Party all of such Loan
Party’s general intangibles, whether now owned or hereafter acquired including, without limitation,
all payment intangibles, choses in action, causes of action, corporate or other business records,
United States patents and patent applications, United States trademarks, United States service
marks, goodwill associated with such United States marks, United States copyrights, whether
registered or unregistered, United States patent and trademark licenses, customer lists, tax
refunds, tax refund claims, all claims under guarantees, security interests or other security


15









 







held by or granted to such Loan Party to secure payment of any of the Receivables by a
Customer (other than to the extent covered by Receivables) all rights of indemnification and all
other intangible property of every kind and nature (other than Receivables).




          “Governmental Acts” shall have the meaning assigned to such term in Section 2.16
hereof.




          “Governmental Body” shall mean any nation or government, any state or other political
subdivision thereof or any entity exercising the legislative, judicial, regulatory or
administrative functions of or pertaining to a government.




          “Guarantor” shall mean ATI, TDYH, IHM, Rome, TIO, Titanium Wire, ATICH, ATII, AAC, AII
LLC, AIC and EI and any 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.




          “Guaranty” shall mean any guaranty of the obligations of Borrowers executed by a
Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, together with
all amendments, supplements, modifications, substitutions and replacements thereto and thereof and
“Guarantees” means, collectively, all such Guarantees.




          “Hazardous Discharge” shall have the meaning set forth in Section 4.18(d) hereof.




          “Hazardous Substance” 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 CERCLA, the Hazardous Materials Transportation
Act, as amended (49 U.S.C. Sections 1801, et seq.), RCRA or any other applicable
Environmental Law and in the regulations adopted pursuant thereto.




          “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.




          “Hedging Contracts” shall mean currency swap agreements, energy, raw material,
commodity and other swap agreements and futures agreements, interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements, option agreements or any other similar
hedging agreements or arrangements entered into by a Loan Party in the ordinary course of business
and not for speculative purposes.




          “Hedging Obligations” shall mean all liabilities of a Loan Party under Hedging
Contracts.




          “IHM” shall mean International Hearth Melting, LLC, an Oregon limited liability
company and its successors and assigns.




          “Incentive Pricing Effective Date” shall have the meaning set forth in Section 3.1(b)
hereof.




16









 








          “Indebtedness” of a Person at a particular date shall mean all obligations of such
Person which in accordance with GAAP would be classified upon a balance sheet as liabilities
(except capital stock and surplus earned or otherwise) and in any event, without limitation by
reason of enumeration, shall include all Hedging Obligations, indebtedness, debt and other similar
monetary obligations of such Person whether direct or guaranteed, and all premiums, if any, due at
the required prepayment dates of such indebtedness, and all indebtedness secured by a Lien on
assets owned by such Person, whether or not such indebtedness actually shall have been created,
assumed or incurred by such Person. Any indebtedness of such Person resulting from the acquisition
by such Person of any assets subject to any Lien shall be deemed, for the purposes hereof, to be
the equivalent of the creation, assumption and incurring of the indebtedness secured thereby,
whether or not actually so created, assumed or incurred.




          “Indebtedness for Borrowed Money” shall mean, as to any Person at any time, any and
all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or
unliquidated, direct or indirect, absolute of 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 or Hedging Contract, or (iv) obligations with respect to
capitalized leases.




          “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.




          “Intellectual Property Security Agreement” shall mean the Patent and Trademark
Security Agreement, dated June 13, 2003, made by ATIP for the benefit of the Agent, together with
all amendments, supplements, modifications, substitutions and replacements thereto and thereof.




          “ISP” shall have the meaning set forth in Section 2.9(b) hereof.




          “Interest Period” shall mean the period provided for any Eurodollar Rate Loan pursuant
to Section 2.2(b) hereof.




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




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




          “Investment Property” shall mean and include as to each Loan Party, all of such Loan
Party’s now owned or hereafter acquired securities (whether certificated or uncertificated),
securities entitlements, securities accounts, commodities contracts and commodities accounts.




17









 








          “Issuer” shall mean any Person who issues a Letter of Credit pursuant to the terms
hereof.




          “J&L” shall mean J&L Specialty Steel, LLC, a limited liability company organized under
the laws of the State of Delaware.




          “J&L Acquisition” shall mean the acquisition by Jewel of certain of the assets of J&L
pursuant to and substantially consistent with the J&L Asset Purchase Agreement.




          “J&L Asset Acquisition Documents” shall mean the J&L Asset Purchase Agreement, the ALC
J&L Note, the Jewel J&L Note and all other documents, agreements and instruments executed in
connection with the J&L Asset Acquisition Agreement.




          “J&L Asset Purchase Agreement” shall mean the Asset Purchase Agreement, dated as of
February 16, 2004, by and among J&L, Arcelor, Jewel and ALC.




          “J&L Note Repurchase” shall have the meaning assigned to such term in Section 7.16
hereof.




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




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




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




          “Jewel J&L Note” shall mean the Promissory Note dated June 1, 2004, made by Jewel in
favor of J&L in the original principal amount of Fifty Two Million Two Hundred Nine Thousand Three
Hundred Sixty Seven and 00/100 Dollars ($52,209,367.00) which is secured by the Real Property and
Equipment of J&L acquired by Jewel pursuant to the J&L Asset Acquisition Documents and which is
subject to adjustment pursuant to the J&L Asset Acquisition Documents.




          “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 any Lender.




          “Lender Hedging Obligations” shall mean Hedging Obligations of a Borrower or ATI owing
to any Person that was a Lender or an Affiliate of the Lender on the trade date for any such
Hedging Obligation, or an assignee of such Person; provided that such Hedging Obligation is entered
into in the ordinary course of business of such Borrower or ATI and not for speculative purposes
and is reported by the Borrowing Agent to the Agent and the Lenders on each Borrowing Base
Certificate delivered hereunder.




          “Letter of Credit Application” shall have the meaning set forth in Section 2.9(a)
hereof.




18









 








          “Letter of Credit Borrowing” shall have the meaning assigned to such term in Section
2.11(d) hereof.




          “Letter of Credit Fees” shall have the meaning set forth in Section 3.2 hereof.




          “Letters of Credit” shall have the meaning set forth in Section 2.8 hereof.




          “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, without limitation, 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.




          “Loan Party” or “Loan Parties” shall mean, singularly or collectively, as the
context may require, each Borrower and each Guarantor.




          “Material Adverse Effect” shall mean a material adverse effect on (a) the condition,
operations, assets or business of the Loan Parties, taken as a whole, (b) the Loan Parties’ (taken
as a whole) ability to pay the Obligations in accordance with the terms thereof, (c) the value of
the Collateral, or Agent’s Liens on the Collateral or, subject to Permitted Encumbrances, the
priority of any such Lien or (d) the practical realization of the benefits of Agent’s and each
Lender’s rights and remedies under this Agreement and the Other Documents.




          “Maximum Revolving Advance Amount” shall mean Three Hundred Twenty-Five Million and
00/100 Dollars ($325,000,000.00) or such higher amount which may result from the provisions of
Section 2.25 hereof.




          “Monthly Advances” shall have the meaning set forth in Section 3.1(a) hereof.




          “Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37)
and 4001(a)(3) of ERISA.




          “Net Orderly Liquidation Value” means with regard to any Inventory, the net proceeds
that could be expected from an orderly liquidation sale of such Inventory, after all expenses,
professionally managed, with the seller obligated to sell over a defined period not to exceed
twenty (20) weeks from the commencement of such sale, assuming that (a) the Borrowers’ facilities
are in limited operation, utilizing select current employees of the Borrowers, for the purpose of
liquidating the Inventory, (b) the Inventory would be disposed of on a piecemeal basis or through
appropriate groupings, under a scenario whereby the purchasers are buying “as is, where is” for
cash or cash equivalent, (c) the terms are sold on a Free On Board (“FOB”) warehouse basis, and (d)
taking into consideration current economic trends, condition, location and marketability.




          “Note” shall mean each Revolving Credit Note and “Notes” shall collectively
mean all of the Revolving Credit Notes.




19









 








          “Obligations” shall mean and include any and all loans, advances, debts, liabilities,
obligations, covenants and duties (absolute, contingent, matured or unmatured) owing by any one or
more of the Loan Parties to any one or more of the Lenders or Agent or to any other direct or
indirect subsidiary or affiliate of Agent or any Lender of any kind or nature, present or future
(including, without limitation, any interest accruing thereon after maturity, or after the filing
of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding relating to any Loan Party, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other
instrument, whether arising under any agreement, instrument or document, (including, without
limitation, this Agreement and the Other Documents) whether or not for the payment of money,
whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment
lease or guarantee, under any Hedging Contract or in connection with any cash management or
treasury administration services or in any other manner, whether arising out of overdrafts or
deposit or other accounts or electronic funds transfers (whether through automated clearing houses
or otherwise) or out of the Agent’s or any Lenders non-receipt of or inability to collect funds or
otherwise not being made whole in connection with depository transfer check or other similar
arrangements, whether direct or indirect (including those acquired by assignment or participation),
absolute or contingent, joint or several, due or to become due, now existing or hereafter arising,
contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or
liabilities arise or by what agreement or instrument they may be evidenced or whether evidenced by
any agreement or instrument, including, but not limited to, any and all of any Loan Party’s
Indebtedness and/or liabilities under this Agreement, the Other Documents or under any other
agreement between Agent or Lenders and any Loan Party and any amendments, extensions, renewals or
increases and all costs and expenses of Agent and any Lender incurred in the documentation,
negotiation, modification, enforcement, collection or otherwise in connection with any of the
foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations
of any Loan Party to Agent or Lenders to perform acts or refrain from taking any action.




          “Optional Currency” shall mean any of the Euro or Swiss francs and any other currency
approved by the Agent and the Lenders pursuant to Section 2.20 hereof.




          “Order” shall have the meaning assigned to such term in Section 2.17 hereof.




          “Original Currency” shall have the meaning set forth in Section 2.24 hereof.




          “Other Currency” shall have the meaning set forth in Section 2.24 hereof.




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




          “Other Documents” shall mean the Revolving Credit Notes, the Questionnaire, the
Intellectual Property Security Agreement, the Assignments of Account, the Account Control
Agreements, the Collateral Assignment, the Waivers, any Guaranty, and any and all other agreements,
instruments and documents, including, without limitation, guarantees, pledges, powers of attorney,
consents, and all other writings heretofore, now or hereafter executed by any

20









 








Loan Party and/or delivered to Agent or any Lender in respect of the transactions contemplated
by this Agreement.




          “Parent” of any Person shall mean a corporation or other entity owning, directly or
indirectly at least 50% of the shares of stock or other ownership interests having ordinary voting
power to elect a majority of the directors of the 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 assigned to such term in Section
2.11(d) 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.




          “Pension Plans” shall mean, singularly or collectively, as the context may require,
the Pension Plans listed on Schedule 1.2(a), as amended, modified or supplemented from time
to time.




          “Permitted Acquisitions” shall mean as set forth in Section 7.1 hereof.




          “Permitted Encumbrances” shall mean (a) Liens in favor of Agent for the benefit of
Agent and Lenders; (b) Liens for taxes, assessments or other governmental charges not delinquent or
being contested in good faith and by appropriate proceedings and with respect to which proper
reserves have been taken by the Loan Parties; provided, that, such Liens shall have
no effect on the priority of the Liens in favor of Agent or the value of the assets in which Agent
has such a Lien and a stay of enforcement of any such Lien shall be in effect; (c) deposits or
pledges to secure obligations under worker’s compensation, social security or similar laws, or
under unemployment insurance or general liability or product liability insurance; (d) deposits or
pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases,
statutory obligations, surety and appeal bonds and other obligations of like nature arising in the
ordinary course of any Loan Party’s business; (e) mechanics’, workers’, materialmen’s or other like
Liens arising in the ordinary course of any Loan Party’s business with respect to obligations which
are not due or which are being contested in good faith by the applicable Loan Party; (f) Liens
placed upon fixed assets hereafter acquired to secure a portion of the purchase price thereof,
provided that (x) any such lien shall not encumber any other property of the Loan Parties and (y)
the aggregate amount of Indebtedness secured by such Liens incurred as a result of such purchases
during any fiscal year shall not exceed the amount provided for in Section 7.6; (g) easements,
rights of way, restrictions, leases and other similar title exceptions or Liens affecting Real
Property, none of which materially impairs the use of such Real Property or the value thereof, and
none of which is violated in any material respect by existing or supporting structures or land use;
(h) Liens consisting of pledges of government securities or not more than One

21









 








Hundred Million and 00/100 Dollars ($100,000,000.00) of cash collateral to secure obligations
under Hedging Contracts entered into in the ordinary course of business; (i) 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; (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)
judgment liens which do not constitute an Event of Default under Section 10.7; and (l) Liens
disclosed on Schedule 1.2 provided that, except as set forth on Schedule
1.2, the principal amount secured thereby is not hereafter increased, and no additional assets
become subject to such Lien.




          “Person” shall mean any individual, sole proprietorship, partnership, corporation,
business trust, joint stock company, trust, unincorporated organization, association, limited
liability company, institution, public benefit corporation, joint venture, entity or government
(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, maintained for employees of Borrowers or any member of the Controlled Group or any such Plan
to which any Borrower or any member of the Controlled Group is required to contribute on behalf of
any of its employees.




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




          “Priority Lender Hedging Obligations” shall mean all Lender Hedging Obligations the
aggregate mark to market value of which does not exceed Twenty Five Million and 00/100 Dollars
($25,000,000.00) as reported by the Borrowing Agent to the Agent on each Borrowing Base Certificate
delivered hereunder. Such priority shall be determined by the chronological order of such Hedging
Contracts beginning with those Hedging Contracts entered into the date that most precedes the date
of determination.




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




          “Purchasing Lender” shall have the meaning set forth in Section 16.3 hereof.




          “Questionnaire” shall mean the Documentation Information Questionnaire and the
responses thereto provided by the Loan Parties and delivered to Agent.




          “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 real property, both owned and leased, of the Loan
Parties.




22









 








          “Receivables” shall mean and include, as to each Loan Party, all of such Loan Party’s
accounts, contract rights, instruments (including those evidencing indebtedness owed to Loan
Parties by their Affiliates), documents, chattel paper (including electronic chattel paper),
general intangibles relating to accounts, 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.




          “Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(i)
hereof.




          “Reference Currency” shall have the meaning assigned to such term in the definition of
Equivalent Amount.




          “Regulations” shall have the meaning set forth in Section 16.16 hereof.




          “Reimbursement Obligation” shall have the meaning assigned to such term in Section
2.11(b) hereof.




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




          “Reportable Event” shall mean a reportable event described in Section 4043(b) of ERISA
or the regulations promulgated thereunder.




          “Required Lenders” shall mean Lenders holding at least fifty-one percent (51%) of the
Advances and, if no Advances are outstanding, shall mean Lenders holding fifty-one percent (51%) of
the Commitment Percentages.




          “Required Minimum Amount” shall mean Seventy Five Million and 00/100 Dollars
($75,000,000.00); provided that such amount shall be increased on a pro rata basis in connection
with any increase in the Maximum Revolving Advance Amount pursuant to Section 2.25 hereof.




          “Reserve Percentage” shall mean the maximum effective percentage in effect on any day
as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for
determining the reserve requirements (including, without limitation, supplemental, marginal and
emergency reserve requirements) with respect to eurocurrency funding.




          “Restricted Payments” shall mean (a) investments made by any Loan Party in accordance
with Section 7.4(i), (b) loans and advances made by any Loan Party in accordance with Section
7.5(d) that have not been repaid within ninety (90) days of the date made, (c) prepayments,
repurchases, redemptions, retirements or acquisitions made by any Loan Party in accordance with
Section 7.16(c), and (d) prepayments, repurchases, redemptions, retirements or acquisitions made by
Jewel in accordance with Section 7.16(d).




          “Revolving Advances” shall mean Advances made other than Letters of Credit.




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          “Revolving Credit Note” or “Revolving Credit Notes” shall mean, singularly or
collectively, as the context may require, the promissory notes referred to in Section 2.1(a)
hereof, together with all amendments, restatements, extensions, renewals, replacements,
refinancings or refundings thereof in whole or in part.




          “Rome” shall mean Rome Metals, LLC, a Pennsylvania limited liability company and its
successors and assigns.




          “Second Priority Lender Hedging Obligations” shall mean all Lender Hedging Obligations
other than Priority Lender Hedging Obligations. At the time a Hedging Contract (with respect to
which the Lender Hedging Obligations arising therefrom cause the aggregate mark to market value of
all Lender Hedging Obligations to exceed Twenty-Five Million and 00/100 Dollars ($25,000,000.00))
is executed, the Borrowing Agent shall specify in writing to the Agent that after giving effect to
such Lender Hedging Obligations, the aggregate mark to market value of all Lender Hedging
Obligations as of such date will exceed Twenty Five Million and 00/100 Dollars ($25,000,000.00) and
the parties to such Hedging Contract shall have expressly agreed that the Lender Hedging
Obligations arising therefrom shall constitute Second Priority Lender Hedging Obligations under
this Agreement. Such Second Priority Lender Hedging Obligations shall remain Second Priority
Lender Hedging Obligations until the Borrowing Agent shall have delivered written notice to the
Agent designating such Second Priority Lender Hedging Obligations as Priority Lender Hedging
Obligations, and the Agent shall have approved such redesignation, which written notice shall
include a list of all Priority Lender Hedging Obligations, the aggregate mark to market value of
which shall not exceed Twenty Five Million and 00/100 Dollars ($25,000,000.00).




          “Second Testing Quarter” shall have the meaning set forth in Section 6.5.




          “Section 20 Subsidiary” shall mean the Subsidiary of the bank holding company
controlling PNC, which Subsidiary has been granted authority by the Federal Reserve Board to
underwrite and deal in certain Ineligible Securities.




          “Settlement Date” shall mean the Closing Date and thereafter Wednesday of each week
unless such day is not a Business Day in which case it shall be the next succeeding Business Day.




          “Subsidiary” shall mean a corporation or other entity of whose shares of stock or
other ownership interests having ordinary voting power (other than stock or other ownership
interests having such power only by reason of the happening of a contingency) to elect a majority
of the directors of such corporation, or other Persons performing similar functions for such
entity, are owned, directly or indirectly, by such Person.




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




          “TDYH” shall mean TDY Holdings, LLC, a Delaware limited liability company and its
successors and assigns.




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




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          “Termination Event” shall mean (i) a Reportable Event with respect to any Plan subject
to Title IV of ERISA or Multiemployer Plan; (ii) the withdrawal of any Loan Party or any member of
the Controlled Group from a Plan subject to Title IV of ERISA or Multiemployer Plan during a plan
year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA;
(iii) the providing of notice of intent to terminate a Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Plan or
Multiemployer Plan; (v) 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
Multiemployer Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to
Section 4041A of ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections
4203 and 4205 of ERISA, of any Borrower or any member of the Controlled Group from a Multiemployer
Plan.




          “Third Testing Quarter” shall have the meaning set forth in Section 6.5.




          “TIO” shall mean TI Oregon, Inc., an Oregon corporation and its successors and
assigns.




          “Titanium Wire” shall mean Titanium Wire Corporation, a Pennsylvania corporation and
its successors and assigns.




          “Toxic Substance” shall mean and include any material present on the Real Property
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(b) hereof.




          “UCP” shall have the meaning set forth in Section 2.9(b) hereof.




          “Undrawn Availability” shall mean an amount equal to the lesser of (1) (a) the lesser
of (i) the Formula Amount plus the aggregate Dollar Equivalent amount of outstanding
Letters of Credit minus all Cash on Deposit or (ii) the Maximum Revolving Advance Amount,
minus (b) the sum of (w) the outstanding amount of Revolving Advances plus (x) the
Dollar Equivalent amount of outstanding Letters of Credit plus (y) all amounts due and
owing to Borrowers’ trade creditors which are outstanding sixty (60) days or more beyond the due
date, plus (z) fees and expenses for which Borrowers are liable but which have not been
paid or charged to Borrowers’ Account, plus (c) all Cash on Deposit or (2) the Maximum
Revolving Advance Amount.




          “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.




25









 








          “VEBA” shall mean collectively, for purposes of this Agreement, the Allegheny Ludlum
Corporation Bargaining Unit, Voluntary Employee’s Benefit Trust and the Jessop Steel Company
Bargaining Unit Voluntary Employee’s Beneficiary Trust.




          “Waivers” shall mean, collectively, any and all Landlord’s Waivers, Warehouseman’s
Waivers, Creditor’s Waivers, Landlord’s Waiver and Agreements, Mortgagee Waivers, Bailee Letters
and Processing Facility Waivers, executed and delivered in connection with this Agreement, in form
and substance satisfactory to the Agent, together with all amendments, supplements, modifications,
substitutions and replacements thereto and thereof.




          “Week” shall mean the time period commencing with the opening of business on a
Wednesday and ending on the end of business the following Tuesday.




     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 shall have the meaning given therein unless
otherwise defined herein. To the extent the definition of 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. 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, without limitation, references to any of the Other Documents, shall
include any and all modifications or amendments thereto and any and all extensions or renewals
thereof.




II. ADVANCES, PAYMENTS.




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




               (i) up to eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof
(“Receivables Advance Rate”), of Eligible Receivables, plus



               (ii) up to the least of (A) sixty-five percent (65%) of the value of Eligible Inventory
subject to the provisions of Section 2.1(b) hereof or (B) eighty-five percent (85%) of the Net
Orderly Liquidation Value (expressed as a percentage of cost) of Eligible



26









 




Inventory subject to the provisions of Section 2.1(b) hereof (the lesser of (A) and (B) above
is the “Inventory Advance Rate”) or (C) Two Hundred Forty Million and 00/100 Dollars
($240,000,000.00) in the aggregate at any one time, plus




               (iii) one hundred percent (100%), subject to the provisions of Section 2.1(b) hereof (“Cash on
Deposit Advance Rate”), of Cash on Deposit (the Receivables Advance Rate, the Inventory Advance
Rate and the Cash on Deposit Advance Rate shall be referred to collectively, as the “Advance
Rates”), minus



               (iv) the aggregate Dollar Equivalent amount of outstanding Letters of Credit, minus



               (v) at any time when the Borrowers’ Undrawn Availability is less than the sum of the Required
Minimum Amount plus Twenty Five Million and 00/100 Dollars ($25,000,000.00), the aggregate mark to
market value of the Priority Lender Hedging Obligations, minus



               (vi) such reserves as Agent may reasonably deem proper and necessary from time to time.



     The amount derived from the sum of Sections 2.1(a)(y)(i), (ii) and (iii) minus the sum
of Section 2.1 (a)(y)(iv), (v) and (vi) 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 Note”) substantially in the form attached hereto as
Exhibit 2.1(a).



          (b) Discretionary Rights. Subject to Section 16.2(b)(vii), the Advance Rates may be
increased or decreased by Agent at any time and from time to time in the exercise of its reasonable
discretion. Each Borrower consents to any such increases or decreases and acknowledges that
decreasing the Advance Rates or increasing the reserves may limit or restrict Advances requested by
Borrowing Agent. Agent shall give Borrowing Agent fifteen (15) Business Days prior written notice
of its intention to decrease the Advance Rates.




     2.2 Procedure for Borrowing Advances.



          (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 11:00 a.m.
(Pittsburgh, Pennsylvania time) 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, become due, same shall be deemed a request for a Revolving Advance
as of the date such payment is due, in the amount required to pay in full such interest, fee,
charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such
request shall be irrevocable.




          (b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a
Eurodollar Rate Loan, Borrowing Agent shall notify Agent in writing no later than 10:00 a.m.
(Pittsburgh, Pennsylvania time) at least three (3) Business Days’ prior to the date of such
proposed borrowing, specifying (i) the date of the proposed borrowing




27









 







(which shall be a Business Day), (ii) the type of borrowing and the amount of such Revolving
Advance to be borrowed, which amount shall be in a minimum amount of Five Million and 00/100
Dollars ($5,000,000.00) and in integral multiples of One Million and 00/100 Dollars ($1,000,000.00)
thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for
Eurodollar Rate Loans shall be for one (1), two (2), three (3) or six (6) months; provided,
(A) 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 and (B) the Borrowing Agent shall
not select, convert to or renew any Interest Period for any portion of the Revolving Advances that
ends after the last day of the Term. No Eurodollar Rate Loan shall be made available to Borrower
during the continuance of a Default or an Event of Default.




          (c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar
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.




          The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate
Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of
conversion given to Agent pursuant to Section 2.2(d), 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 less than three (3) Business Days prior to the last day of the then current
Interest Period applicable to such Eurodollar Rate Loan. If Agent does not receive timely notice
of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to
convert to a Domestic Rate Loan subject to Section 2.2(d) hereinbelow.




          (d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may,
on the last Business Day of the then current Interest Period applicable to any outstanding
Eurodollar 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 Eurodollar Rate Loan shall be made only on the last Business Day of the then
current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert
a loan, Borrowing Agent shall give Agent not less than three (3) Business Days’ prior written
notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s
prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the
date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate
Loan to any other type of loan, the duration of the first Interest Period therefor. After giving
effect to each such conversion, there shall not be outstanding more than five (5) Eurodollar Rate
Loans, in the aggregate.




          (e) At its option and upon three (3) Business Days’ prior written notice, any Borrower may
prepay the Eurodollar Rate Loans in whole at any time or in part from time to time, without premium
or penalty (except as set forth in the last sentence of this Section 2.2(e)), but 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 Eurodollar Rate

28









 








Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar
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(f) hereof.




          (f) 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 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 Eurodollar Rate Loan or failure by any Borrower to complete a
borrowing of, a prepayment of or conversion of or to a Eurodollar 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 Eurodollar 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 demonstrable error.




          (g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or
directive, or any change therein or in the interpretation or application thereof, shall make it
unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any
Lender and the office or branch where any Lender or any corporation or bank controlling such Lender
makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the
obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and
Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request
from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar
Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate
Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar
Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be
necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect
of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited
to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in
order to make or maintain such Eurodollar Rate Loan. 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 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. During the Term, Borrowers may use the
Revolving Advances by borrowing, prepaying and reborrowing, all in accordance with the terms and
conditions hereof. The proceeds of each Revolving Advance requested by Borrowers or deemed to have
been requested by Borrowers under Section 2.2(a) hereof shall, with respect to requested Revolving
Advances to the extent Lenders make such Revolving Advances, 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





29










 






other immediately available funds or, with respect to Revolving Advances deemed to have been
requested by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations
giving rise to such deemed request.




     2.4 Maximum Advances.



          The aggregate balance of outstanding Revolving Advances and the Dollar Equivalent amount of
Letters of Credit outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving
Advance Amount or (b) the Formula Amount.



     2.5 Repayment of Advances.



               (a) The Revolving Advances shall be due and payable in full on the last day of the Term
subject to earlier prepayment as herein provided.



               (b) To the extent that Collateral of the Borrowers is required to be deposited into Blocked
Accounts or Depository Accounts pursuant to Section 4.15(h) hereof, 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. In consideration of
Agent’s agreement to conditionally credit Borrowers’ Account as of the Business Day on which Agent
receives those items of payment, each Borrower agrees that, in computing the charges under this
Agreement, all items of payment shall be deemed applied by Agent on account of the Obligations one
(1) Business Day after the Business Day Agent receives such payments via wire transfer or
electronic depository check. 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 to Agent unpaid.



               (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.
(Pittsburgh, Pennsylvania time) on the due date therefor in lawful money of the United States of
America in federal funds or other funds immediately available to Agent. Agent shall have the right
to effectuate payment on any and all Obligations due and owing hereunder by charging Borrowers’
Account or by making Advances as provided in Section 2.2 hereof.



               (d) Borrowers shall pay principal, interest, and all other amounts payable hereunder, or under
any related agreement, without any deduction whatsoever, including, but not limited to, any
deduction for any setoff or counterclaim.



     2.6 Repayment of Excess Advances.



          The aggregate balance of outstanding Revolving Advances and the Dollar Equivalent amount of
Letters of Credit outstanding at any time in excess of the maximum amount of such Advances
permitted hereunder shall be immediately due and payable without the necessity of any demand, at
the Payment Office, whether or not a Default or Event of Default has occurred.



30









 





     2.7 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 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 and Borrowers (and, with respect to Letters of Credit only, ATI)
during such month. The monthly statements shall be deemed correct and binding upon Borrowers in
the absence of demonstrable 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 the loan account shall be conclusive evidence absent demonstrable error of the
amounts of Advances (including the Dollar Equivalent amount of Letters of Credit outstanding, as
applicable) and other charges thereto and of payments applicable thereto.



     2.8 Letters of Credit.



          Subject to the terms and conditions hereof, Agent shall (a) issue or cause the issuance of
documentary, standby or direct pay letters of credit (such letters of credit and the Existing
Letters of Credit are collectively, the “Letters of Credit”) on behalf of any Borrower or ATI;
provided, however, that Agent will not be required to issue or cause to be issued
any Letters of Credit to the extent that the face Dollar Equivalent amount of such Letters of
Credit would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the
outstanding Dollar Equivalent amount of Letters of Credit to exceed the lesser of (x) the Maximum
Revolving Advance Amount or (y) the Formula Amount. The maximum amount of the Dollar Equivalent
amount of Letters of Credit outstanding shall not exceed One Hundred Seventy Five Million and
00/100 Dollars ($175,000,000.00) in the aggregate at any time.



     2.9 Issuance of Letters of Credit.



               (a) Borrowing Agent, on behalf of any Borrower or ATI, may request Agent to issue or cause the
issuance of a Letter of Credit by delivering to Agent at the Payment Office, Agent’s form of Letter
of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent;
and, such other certificates, documents and other papers and information as Agent may reasonably
request no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) at least five (5) Business Days’
prior to the date of such proposed issuance. Borrowing Agent, on behalf of Borrowers and ATI, also
has the right to give instructions and make agreements with respect to any application, any
applicable letter of credit and security agreement, any applicable letter of credit reimbursement
agreement and/or any other applicable agreement, any letter of credit and the disposition of
documents, disposition of any unutilized funds, and to agree with Agent upon any amendment,
extension or renewal of any Letter of Credit. As of the date hereof, those letters of credit set
forth on Schedule 2.9 attached hereto and made a part hereof, which were issued pursuant to
the Existing Credit Agreement by the Agent



31









 




and are outstanding on the date hereof (the “Existing Letters of Credit”), are hereby deemed
to be Letters of Credit issued and outstanding hereunder.




               (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight
drafts or other forms of written demand 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, (ii) have an expiry date not later than the last day of the Term, and (iii) at
the direction of the Borrowing Agent, be denominated in either Dollars or an Optional Currency.
Each documentary and direct pay Letter of Credit shall be subject to the Uniform Customs and
Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No.
500, and any amendments or revisions thereof adhered to by the Issuer (the “UCP”). Each standby
Letter of Credit shall be subject to the International Standby Practices 1998, International
Chamber of Commerce Publication 590 and any amendments or revisions thereof adhered to by the
Issuer (the “ISP”) or the UCP, as determined by the Issuer. Each Letter of Credit shall be
governed, to the extent not inconsistent with the UCP or the ISP, as applicable, by the laws of the
Commonwealth of Pennsylvania (provided, however, upon the request of the Borrowing Agent and the
consent of the Issuer, a Letter of Credit may be governed by the laws of a state other than
Pennsylvania).



               (c) Agent shall notify Lenders of the request by Borrowing Agent for a Letter of Credit
hereunder within a reasonable time after receiving such request.



               (d) Agent shall have absolute discretion whether to accept any draft. Without in any way
limiting Agent’s absolute discretion whether to accept any draft, Borrowing Agent will not present
for acceptance any draft, and Agent will generally not accept any drafts (i) that arise out of
transactions involving the sale of goods by any Borrower or ATI not in the ordinary course of its
business, (ii) that involve a sale to an Affiliate of any Borrower or ATI, (iii) that involve any
purchase for which Agent has not received all related documents, instruments and forms requested by
Agent, or (iv) that is not eligible for discounting with Federal Reserve Banks pursuant to
paragraph 7 of Section 13 of the Federal Reserve Act, as amended.



     2.10 Requirements For Issuance of Letters of Credit.



               (a) Reserved.



               (b) Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower or
ATI 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 the Issuer to deliver to Agent all
instruments, documents, and other writings and property received by the 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 or any
acceptance therefor.



               (c) In connection with all Letters of Credit issued or caused to be issued by Agent under this
Agreement, each Borrower and ATI hereby appoints Agent, or its designee, as its attorney, with full
power and authority upon the occurrence and during the



32









 




continuance of an Event of Default or Default, (i) to sign and/or endorse such Borrower’s or
ATI’s name upon any warehouse or other receipts, letter of credit applications and acceptances;
(ii) to sign such Borrower’s or ATI’s name on bills of lading; (iii) to clear Inventory through the
United States of America Customs Department (“Customs”) in the name of such Borrower or ATI or
Agent or Agent’s designee, and to sign and deliver to Customs officials powers of attorney in the
name of such Borrower or ATI for such purpose; and (iv) to complete in such Borrower’s or ATI’s
name or Agent’s, or in the name of Agent’s designee, any order, sale or transaction, obtain the
necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent nor
its 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 or its attorney’s willful misconduct or gross negligence. This
power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain
outstanding.




               (d) Reserved.



     2.11 Disbursements, Reimbursement.



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



               (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or
transferee thereof, Agent will promptly notify the Borrowing Agent. Provided that the Borrowing
Agent shall have received such notice, Borrowers shall reimburse (such obligation to reimburse
Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 noon,
Pittsburgh time on each date that an amount is paid by Agent under any Letter of Credit (each such
date, a “Drawing Date”) in an amount equal to the amount so paid by Agent. In the event Borrowers
fail to reimburse Agent for the full amount of any drawing under any Letter of Credit by 12:00
noon, Pittsburgh time, on the Drawing Date, Agent will promptly notify each Lender thereof, and
Borrowers shall be deemed to have requested that Domestic Rate Loans be made by Lenders to be
disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized
portion of the lesser of the Maximum Revolving Advance Amount or the Formula Amount and subject to
the conditions set forth in Section 8.2 other than any notice requirements. Any notice given by
Agent pursuant to this Section 2.11(b) may be oral if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.



               (c) Each Lender shall upon any notice pursuant to Section 2.11(b) make available to Agent an
amount in immediately available funds equal to its Commitment Percentage of the amount of the
drawing, whereupon Lenders shall (subject to Section 2.11(d)) each be deemed to have made a
Domestic Rate Loan to Borrowers in that amount. If any Lender so notified fails to make available
to Agent for the account of Agent the amount of such Lender’s Commitment Percentage of such amount
by no later than 2:00 p.m., Pittsburgh time on the Drawing Date, then interest shall accrue on such
Lender’s obligation to make such payment,



33









 




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 Domestic Rate Loans on
and after the fourth (4th) day following the Drawing Date. Agent will promptly give
notice of the occurrence of the Drawing Date, but failure of the Agent to give any such notice on
the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date
shall not relieve such Lender from its obligation under this Section 2.11(c).




               (d) With respect to any unreimbursed drawing that is not converted into a Domestic Rate Loan
to Borrowers in whole or in part as contemplated by Section 2.11(b), because of Borrowers’ failure
to satisfy the conditions set forth in Section 8.2 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 the amount of such drawing. Such Letter of Credit Borrowing shall be due and
payable on demand (together with interest) and shall bear interest at the rate per annum applicable
to the Domestic Rate Loans. Each Lender’s payment to Agent pursuant to Section 2.11(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 Bank in satisfaction of its participation obligation
under this Section 2.11.



     2.12 Repayment of Participation Advances.



               (a) Upon (and only upon) receipt by Agent for its account of immediately available funds from
Borrowers (i) in reimbursement of any payment made by 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 Agent under such a Letter of Credit, Agent will pay to each Lender, in the
same funds as those received by Agent, the amount of such Lender’s Commitment Percentage of such
funds, except Agent shall retain the amount of the Commitment Percentage of such funds of any
Lender that did not make a Participation Advance in respect of such payment by Agent.



               (b) If Agent is required at any time to return to any Borrower, or to a trustee, receiver,
liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments
made by any Borrower to Agent pursuant to Section 2.11(b) in reimbursement of a payment made under
the Letter of Credit or interest or fee thereon, each Lender shall, on demand of Agent, forthwith
return to Agent the amount of its Commitment Percentage of any amounts so returned by Agent plus
interest thereon from the date such demand is made to the date such amounts are returned by such
Lender to Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time
to time.



     2.13 Documentation.



          Each Borrower agrees to be bound by the terms of Agent’s application and agreement for letters
of credit and Agent’s written regulations and customary practices relating to letters of credit,
though such interpretation may be different from such Borrower’s own. In the event of a conflict
between such application or agreement and this Agreement, this Agreement shall govern. It is
understood and agreed that, except in the case of gross negligence or willful misconduct, Agent
shall not be liable for any error, negligence and/or mistakes, whether of



34









 




omission or commission, in following any Borrower’s instructions or those contained in the
Letters of Credit or any modifications, amendments or supplements thereto.




     2.14 Determinations to Honor Drawing Requests.



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



     2.15 Nature of Participation and Reimbursement Obligations.



          Each Lender’s obligation 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 Agent 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 2.15
under all circumstances, including the following circumstances:



                    (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have
against Agent or any of its Affiliates, any Borrower, ATI 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 the Lenders to make Participation Advances under Section
2.11;



                    (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 Subsidiary of any
Borrower, ATI, or any Lender against any beneficiary of a Letter of Credit, or the existence of any
claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Borrower,
ATI or any Lender may have at any time against a beneficiary, successor beneficiary any transferee
or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such
transferee may be acting), Agent or its Affiliates or any Lender or any other Person or, whether in
connection with this Agreement, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between any Borrower, ATI or any Subsidiary of a 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



35









 




provisions of services relating to a Letter of Credit, in each case even if Agent or any of
Agent’s Affiliates has been notified thereof;




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



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



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



                    (ix) any Material Adverse Effect on any Borrower or ATI;



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



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



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



                    (xiii) the fact that the Term shall have expired or this Agreement or the Commitments
hereunder shall have been terminated; and



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



     2.16 Indemnity.



          In addition to amounts payable as provided in Section 16.5, Borrowers hereby agree to protect,
indemnify, pay and save harmless Agent and any of Agent’s Affiliates that has issued a Letter of
Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties,
interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel) which Agent or any of Agent’s Affiliates may incur or be subject to as a
consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of
(A) the gross negligence or willful misconduct of Agent as determined by a final judgment of a
court of competent jurisdiction or (B) the wrongful dishonor by Agent or any of Agent’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



36









 




future de jure or de facto government or governmental authority (all such acts or omissions
herein called “Governmental Acts”).




     2.17 Liability for Acts and Omissions.



          As between any Borrower or ATI and Agent, or Agent’s Affiliates, such Borrower or ATI assumes
all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing,
the Agent shall not be responsible for any of the following including any losses or damages to any
Borrower, any Subsidiary of any Borrower, or other Person or property relating therefrom: (i) the
form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any
party in connection with the application for an issuance of any such Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or
forged (even if Agent or Agent’s 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, ATI or any Subsidiary of any Borrower against any
beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any
Borrower, ATI or any Subsidiary of any Borrower 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, telegraph, telex or otherwise, whether or not they be in cipher; (v)
errors in interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such Letter of Credit or of
the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of
the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from
causes beyond the control of Agent or Agent’s Affiliates, as applicable, including any Governmental
Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Agent’s or
Agent’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve
Agent from liability for Agent’s gross negligence or willful misconduct in connection with actions
or omissions described in such clauses (i) through (viii) of such sentence. In no event shall
Agent or Agent’s Affiliates be liable to any Borrower, ATI or any Subsidiary of any Borrower for
any indirect, consequential, incidental, punitive, exemplary or special damages or expenses
(including without limitation attorneys’ fees), or for any damages resulting from any change in the
value of any property relating to a Letter of Credit.



          Without limiting the generality of the foregoing, Agent and each of its Affiliates (i) may
rely on any oral or other communication believed in good faith by Agent 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, and shall be entitled to
reimbursement to the same extent as if such presentation had initially been honored, together with
any interest paid by Agent or its Affiliate; (iv) may honor any drawing



37









 




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 Agent or its
Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a
letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”)
and honor any drawing in connection with any Letter of Credit that is the subject to such Order,
notwithstanding that any drafts or other documents presented in connection with such Letter of
Credit fail to conform in any way with such Letter of Credit.




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



     2.18 Additional Payments.



          Any sums reasonably expended by Agent or any Lender due to any Borrower’s failure to perform
or comply with its obligations under this Agreement or any Other Document including, without
limitation, any Borrower’s obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof,
may be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations.



     2.19 Manner of Borrowing and Payment.



               (a) Each borrowing of Revolving Advances shall be advanced according to the applicable
Commitment Percentages of Lenders.



               (b) Each payment (including each prepayment) by Borrowers on account of the principal of and
interest on the Revolving Advances, shall be applied to the Revolving Advances pro rata according
to the applicable Commitment Percentages of Lenders. Except as expressly provided herein, all
payments (including prepayments) to be made by any Borrower on account of principal, interest and
fees shall be made without set off or counterclaim and shall be made to Agent on behalf of the
Lenders to the Payment Office, in each case on or prior to 1:00 P.M., Pittsburgh, Pennsylvania
time, in Dollars and in immediately available funds.



               (c) (i) Notwithstanding anything to the contrary contained in Sections 2.19(a) and (b) hereof,
commencing with the first Business Day following the Closing Date, each borrowing of Revolving
Advances shall be advanced by Agent and each payment by any Borrower on account of Revolving
Advances shall be applied first to those Revolving Advances advanced by Agent. On or before 1:00
P.M., Pittsburgh, Pennsylvania time, on each Settlement Date commencing with the first Settlement
Date following the Closing Date, Agent and Lenders shall make certain payments as follows: (I) if
the aggregate amount of new Revolving Advances made by Agent during the preceding Week (if any)
exceeds the aggregate



38









 




amount of repayments applied to outstanding Revolving Advances during such preceding Week,
then each Lender shall provide Agent with funds in an amount equal to its applicable Commitment
Percentage of the difference between (w) such Revolving Advances and (x) such repayments and (II)
if the aggregate amount of repayments applied to outstanding Revolving Advances during such Week
exceeds the aggregate amount of new Revolving Advances made during such Week, then Agent shall
provide each Lender with funds in an amount equal to its applicable Commitment Percentage of the
difference between (y) such repayments and (z) such Revolving Advances.




                    (ii) Each Lender shall be entitled to earn interest at the applicable Contract Rate on
outstanding Advances which it has funded.



                    (iii) Promptly following each Settlement Date, Agent shall submit to each Lender a certificate
with respect to payments received and Advances made during the Week immediately preceding such
Settlement Date. Such certificate of Agent shall be conclusive in the absence of demonstrable
error.



               (d) If any Lender or Participant (a “benefitted 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 benefitted 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 benefitted 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
benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest. Each Lender so purchasing a portion of
another Lender’s Advances may exercise all rights of payment (including, without limitation, rights
of set-off) with respect to such portion as fully as if such Lender were the direct holder of such
portion.



               (e) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender
that such Lender will not make the amount which would constitute its applicable Commitment
Percentage of the Advances available to Agent, Agent may (but shall not be obligated to) assume
that such Lender shall make such amount available to Agent on the next Settlement Date and, in
reliance upon such assumption, make available to Borrowers a corresponding amount. Agent will
promptly notify Borrowers of its receipt of any such notice from a Lender. If such amount is made
available to Agent on a date after such next Settlement Date, such Lender shall pay to Agent on
demand an amount equal to the product of (i) 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 (ii)
such amount, times (iii) the number of days from and including such Settlement Date to the date on
which such amount becomes immediately available to Agent. A certificate of Agent submitted to any
Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the
absence of demonstrable error. If such



39









 




amount is not in fact made available to Agent by such Lender within three (3) Business Days
after such Settlement Date, Agent shall be entitled to recover such an amount, with interest
thereon at the rate per annum then applicable to such Revolving Advances hereunder, on demand from
Borrowers; provided, however, that Agent’s right to such recovery shall not
prejudice or otherwise adversely affect Borrowers’ rights (if any) against such Lender.




     2.20 Periodic Computations of Dollar Equivalent Amounts of Outstanding Letters of Credit;
Requests for Additional Optional Currencies.



          The Agent will determine the Dollar Equivalent amount of (i) proposed Letters of Credit to be
denominated in an Optional Currency as of the requested date of issuance, as the case may be, and
(ii) outstanding 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 Borrowing
Agent 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 their sole discretion. The
Agent will promptly notify the Borrowing Agent of the acceptance or rejection by the Agent and each
of the Lenders of the Borrowing Agent’s request. The requested currency shall be approved as an
Optional Currency hereunder only if the Agent and all of the Lenders approve the Borrowing Agent’s
request.



     2.21 Use of Proceeds.



          Borrowers shall apply the proceeds of Advances (i) to repay Indebtedness, if any, (ii) to pay
fees and expenses relating to the transaction contemplated by this Agreement, (iii) for general
corporate purposes and (iv) to provide for working capital needs.



     2.22 Defaulting Lender.



               (a) Notwithstanding anything to the contrary contained herein, in the event any Lender (x) has
refused (which refusal constitutes a breach by such Lender of its obligations under this Agreement)
to make available its portion of any Advance or (y) notifies either Agent or Borrowing Agent that
it does not intend to make available its portion of any Advance (if the actual refusal would
constitute a breach by such Lender of its obligations under this Agreement) (each, a “Lender
Default”), all rights and obligations hereunder of such Lender (a “Defaulting Lender”) as to which
a Lender Default is in effect and of the other parties hereto shall be modified to the extent of
the express provisions of this Section 2.22 while such Lender Default remains in effect.



               (b) Advances shall be incurred pro rata from Lenders (the “Non-Defaulting Lenders”) which are
not Defaulting Lenders based on their respective Commitment Percentages, and no Commitment
Percentage of any Lender or any pro rata share of any Advances required to be advanced by any
Lender shall be increased as a result of such Lender Default. Amounts received in respect of
principal of any type of Advances shall be applied to reduce the applicable Advances of each Lender
pro rata based on the aggregate of the



40









 




outstanding Advances of that type of all Lenders at the time of such application; provided,
that, such amount shall not be applied to any Advances of a Defaulting Lender at any time when, and
to the extent that, the aggregate amount of Advances of any Non-Defaulting Lender exceeds such
Non-Defaulting Lender’s Commitment Percentage of all Advances then outstanding.




               (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.
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”, a Defaulting Lender shall be deemed not to be a Lender and not to have Advances
outstanding.



               (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 Borrower, Agent or any Lender may have against any Defaulting Lender as a
result of any default by such Defaulting Lender hereunder.



               (e) In the event a Defaulting Lender retroactively cures to the satisfaction of Agent the
breach which caused a Lender to become a Defaulting Lender, such Defaulting Lender shall no longer
be a Defaulting Lender and shall be treated as a Lender under this Agreement (provided that such
reinstatement as a “Lender” shall be without prejudice to any claims that Borrowers may have
against the Defaulting Lender as a result of its default).



     2.23 Currency Fluctuations.



          If on any Computation Date the aggregate balance of outstanding Revolving Advances and the
Dollar Equivalent amount of Letters of Credit outstanding is in excess of the maximum amount of
such Advances permitted hereunder as a result of a change in exchange rates between the Optional
Currency and Dollars, then the Agent shall notify the Borrowing Agent of the same. The Borrowers
shall pay or prepay the Revolving 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 Dollar Equivalent amount of Letters of Credit outstanding
shall not exceed the maximum amount of such Advances permitted hereunder after giving effect to
such payments or prepayments.



     2.24 Judgment Currency.



               (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder 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.



41









 





               (b) 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 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, Borrowers agree, as a separate obligation and notwithstanding any such judgment
or payment, to indemnify such Lender against such loss.



     2.25 Increase of Maximum Revolving Advance Amount.



          If at any time after the Closing Date, and so long as no Event of Default or Default has
occurred and is continuing, the Borrowers desire to increase the Maximum Revolving Advance Amount,
the Borrowers shall notify the Agent, who will promptly notify each Lender thereof (such notice to
contain a description of the increase in the rate of interest or any fees contemplated in the last
sentence of this Section 2.25, if any), provided that any such increase shall be in a minimum of
Ten Million and 00/100 Dollars ($10,000,000.00) and the aggregate of all such increases shall not
exceed One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00). The existing Lenders shall
have the right (but not the obligation) at any time or from time to time within fifteen (15)
Business Days following such notice to increase their respective commitments to make Advances so as
to provide such additional commitment to make Advances pro-rata in accordance with the Commitment
Percentages of each, and any portion of such requested increase which is not provided by any such
existing Lender shall be available to the other existing Lenders; provided, that if more than one
existing Lender desires to increase its commitment to make Advances in respect of the portion not
provided by an existing Lender, such participating Lenders shall provide such portion of the
additional commitments to make Advances on a pro rata basis in accordance with the proportion that
their respective Commitment Percentage bears to each other, and thereafter, to the extent not
provided by existing Lenders, to any additional lending institution or institutions proposed by the
Borrowers and which is approved by the Agent (which approval will not be unreasonably withheld) and
which becomes a party to this Agreement pursuant to documentation reasonably acceptable to the
Agent and prepared at the Borrowers’ expense, which documentation may be executed by the Loan
Parties and the Agent (as agent for the Lenders) without further consent or action of the Lenders,
such consent hereby deemed to be irrevocably given to the Agent by the Lenders; provided,
however, that the Borrowers shall have the right to have all of such increase provided by
such approved additional lending institution or institutions if all the existing Lenders decline to
increase their commitments to make Advances to accommodate any such requested increase. In the
event of any such increase in the Maximum Revolving Advance Amount and in the commitment to make
Advances of any Lender affected pursuant to the terms of this Section 2.25, new Revolving Credit
Notes shall, to the extent deemed reasonably necessary or appropriate by the Agent (or as may be
reasonably requested by an existing Lender increasing its commitment to make Advances hereunder or
an additional Lender that becomes a party hereto), be executed and delivered by the Borrowers and,
to the extent deemed appropriate by the Agent, the surrender and cancellation of existing Revolving
Credit Note(s) shall be effected; and the Loan Parties shall execute and deliver such additional
documentation setting forth the new commitments to make Advances as the Agent shall reasonably
request (which documentation



42









 




may be executed by the Loan Parties and the Agent (as agent for the Lenders) without further
consent or action of the Lenders, such consent herein is deemed to be irrevocably given to the
Agent by the Lenders). Each Lender hereby agrees that the Agent may, with the prior consent of the
Borrowers, increase the rate of interest or increase any fee payable by the Borrowers to the
Lenders pursuant to this Agreement with respect to all Advances in order to effect any such
increase in the Maximum Revolving Advance Amount pursuant to the terms of this Section 2.25.




III.
INTEREST AND FEES.




     3.1
Interest.



               (a) Interest on Advances shall be payable in arrears on the first (1st) day of each
month with respect to Domestic Rate Loans and on the last day of the Term and, with respect to
Eurodollar Rate Loans, at the end of each Interest Period or, for Eurodollar Rate Loans with an
Interest Period in excess of three (3) months, at the earlier of (a) each three months on the
anniversary date of the commencement of such Eurodollar Rate Loan or (b) the end of the Interest
Period. Interest charges shall be computed on the actual principal amount of Advances outstanding
during the month (the “Monthly Advances”). On the Closing Date through the day immediately
preceding the first (1st) Incentive Pricing Effective Date, (x) Domestic Rate Loans
shall bear interest for each day at a rate per annum equal to the Alternate Base Rate plus
one quarter of one percent (.25%) and (y) Eurodollar Rate Loans shall bear interest for each
applicable Interest Period at a rate per annum equal to the Eurodollar Rate plus one and
one quarter of one percent (1.25%).



               (b) Subject to the terms and conditions of this Agreement, during each calendar month of the
Borrowers, in accordance with Section 9.2 hereof, the Borrowing Agent shall submit to the Agent a
Borrowing Base Certificate as of the last day of the prior calendar month. Upon receipt of the
Borrowing Base Certificate by the Agent as of January 31, 2006 and as of the last day of each
calendar month thereafter, the Borrowers’ Availability Coverage Ratio shall be calculated for the
calendar month then ending. From the first (1st) day of the first (1st) full
calendar month following the Agent’s receipt of such Borrowing Base Certificate (the “Incentive
Pricing Effective Date”) until the next Incentive Pricing Effective Date, (x) Domestic Rate Loans
shall bear interest for each day at a rate per annum equal to the Alternate Base Rate plus the
applicable margin determined by reference to the Borrowers’ Availability Coverage Ratio (the
“Applicable Base Rate Margin”) set forth below and (y) Eurodollar Rate Loans shall bear interest
during each applicable Interest Period at a rate per annum equal to the Eurodollar Rate plus the
applicable margin determined by reference to the Borrowers’ Availability Coverage Ratio (the
“Applicable Eurodollar Rate Margin”) set forth below:



43









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Applicable	 	 	 	 	 	Applicable Letter	 	Applicable
	 	 	Availability	 	Eurodollar Rate	 	Applicable Base	 	of Credit Fee	 	Commitment Fee
	Tier	 	Coverage Ratio	 	Margin	 	Rate Margin	 	Percentage	 	Percentage
	I

	 	3
5.00 to 1.00
	 	 	1.00	%	 	 	0	%	 	 	1.00	%	 	 	0.20	%
	II

	 	3 4.00 to 1.00
< 5.00 to 1.00
	 	 	1.25	%	 	 	0.25	%	 	 	1.25	%	 	 	0.25	%
	III

	 	3 3.00 to 1.00
< 4.00 to 1.00
	 	 	1.50	%	 	 	0.50	%	 	 	1.50	%	 	 	0.30	%
	IV

	 	< 3.00 to 1.00
	 	 	1.75	%	 	 	1.00	%	 	 	1.75	%	 	 	0.35	%






               (c) Subject to the terms and conditions of this Agreement, in the event that the
Borrowers fail to timely deliver the Borrowing Base Certificate in accordance with Section 9.2
hereof, the Applicable Base Rate Margin, the Applicable Eurodollar Rate Margin and the Applicable
Letter of Credit Fee Percentage shall be the amount corresponding to Tier IV until the delivery of
such Borrowing Base Certificate. In addition, subject to the terms and conditions of this
Agreement, in the event that the Borrowers fail to timely deliver the Borrowing Base Certificate in
accordance with Section 9.2 hereof, the Applicable Commitment Fee Percentage shall be the amount
corresponding to Tier I until the delivery of such Borrowing Base Certificate.



               (d) Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased
or decreased, the applicable Contract Rate for Domestic Rate Loans 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 during the time such change or changes remain in effect. The Eurodollar Rate
shall be adjusted with respect to Eurodollar 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, the Obligations shall
bear interest at the applicable Contract Rate plus 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, fees for each Letter
of Credit 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 daily face Dollar Equivalent amount of each
outstanding Letter of Credit multiplied by (i) until the first (1st) Incentive Pricing Effective
Date, one and one quarter of one percent (1.25%) per annum and (ii) on and after the first (1st)
Incentive Pricing Effective Date, the applicable percentage per annum determined by reference to
the Borrowers’ Availability Coverage Ratio as set forth in Section 3.1(b) hereof (the “Applicable
Letter of Credit Fee Percentage”), 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
fiscal quarter and on the last day of the Term and (y) to the Issuer, for its own account, fees for
each Letter of Credit 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 daily face Dollar Equivalent
amount of each outstanding Letter of Credit multiplied by one eighth of one percent (.125%) per
annum, such fees to be calculated on the basis of a three



44









 




hundred sixty (360) day year for the actual number of days elapsed and to be payable quarterly
in arrears on the first (1st) day of each fiscal quarter and on the last day of the Term
and (z) to the Issuer, for its own account, any and all fees and expenses as agreed upon by the
Issuer and the Borrowing Agent in connection with any Letter of Credit, including, without
limitation, in connection with the opening, amendment or renewal of any such Letter of Credit and
any acceptances created thereunder and shall reimburse Agent for any and all fees and expenses, if
any, paid by Agent to the Issuer (all of the foregoing fees, the “Letter of Credit Fees”). 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 proration 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 the Issuer’s prevailing charges for that
type of transaction. All Letter of Credit Fees payable hereunder 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
proration upon the termination of this Agreement for any reason.




          Immediately upon the request of the Agent after the occurrence and during the continuance of
an Event of Default, 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
outstanding Dollar Equivalent amount of 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 will invest such cash collateral (less applicable reserves) in such short-term
money-market items as to which Agent and such Borrower mutually agree and the net return on such
investments shall be credited to such account and constitute additional cash collateral. So long
as such Default or Event of Default is continuing, no Borrower may withdraw amounts credited to any
such account except upon payment and performance in full of all Obligations and termination of this
Agreement.



     3.3 Commitment Fee.



          If, for any fiscal quarter during the Term, the average daily unpaid balance of the Advances
for each day of such fiscal quarter does not equal the Maximum Revolving Advance Amount, then
Borrowers shall pay to Agent for the ratable benefit of Lenders a fee at a rate per annum equal to
(i) until the first (1st) Incentive Pricing Effective Date, one quarter of one percent (.25%) per
annum and (ii) on and after the first (1st) Incentive Pricing Effective Date, the applicable
percentage determined by reference to the Borrowers’ Availability Coverage Ratio as set forth in
Section 3.1(b) hereof (the “Applicable Commitment Fee Percentage”) multiplied by the amount by
which the Maximum Revolving Advance Amount exceeds such average daily unpaid balance, such fees
shall be payable to the Agent in arrears on the first (1st) day of each fiscal quarter
after the date hereof until the termination hereof and on the earlier of (i) such termination date
or (ii) the last day of the Term.



45









 





     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. 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 law. In the event interest and other charges as computed hereunder would
otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to
any unpaid principal balance owed by Borrowers, and 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, treaty or governmental regulation, or any change therein
or in the interpretation or application thereof, or compliance by any Lender (for purposes of this
Section 3.7, the term “Lender” shall include Agent or any Lender and any corporation or bank
controlling Agent or any Lender) and the office or branch where Agent or any Lender (as so defined)
makes or maintains any Eurodollar 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 or any Lender to any tax of any kind whatsoever with respect to this
Agreement or any Other Document or change the basis of taxation of payments to Agent or any Lender
of principal, fees, interest or any other amount payable hereunder or under any Other Documents
(except for changes in the rate of tax on the overall net income of Agent or any Lender by the
jurisdiction in which it maintains its principal office);



               (b) impose, modify or hold applicable any reserve, special deposit, assessment 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 or any Lender, including (without limitation)
pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or



               (c) impose on Agent or any Lender or the London interbank Eurodollar market any other
condition with respect to this Agreement or any Other Document;


and the result of any of the foregoing is to increase the cost to Agent or any Lender of making,
renewing or maintaining its Advances hereunder by an amount that Agent or such Lender deems to be
material or to reduce the amount of any payment (whether of principal, interest or





46









 







otherwise) in respect of any of the Advances by an amount that Agent or such Lender deems to be
material, then, in any case Borrowers shall promptly pay Agent or such Lender, upon its demand,
such additional amount as will compensate Agent or such Lender 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 Eurodollar Rate. Agent or such Lender shall certify the amount of such
additional cost or reduced amount to Borrowers, and such certification shall be conclusive absent
demonstrable 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 Eurodollar Rate applicable pursuant to
Section 2.2 hereof for any Interest Period; or



               (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in
the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a
proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar
Rate Loan,


then Agent shall give Borrowing Agent prompt written, telephonic or telegraphic notice of such
determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made
as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 10:00 a.m.
(Pittsburgh, Pennsylvania time) 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 Eurodollar
Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to
an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate
Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (Pittsburgh, Pennsylvania
time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected
type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be
converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00
a.m. (Pittsburgh, Pennsylvania time) two (2) Business Days prior to the last Business Day of the
then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted
into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current
Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn,
Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain
outstanding affected Eurodollar Rate Loans and no Borrower shall have the right to convert a
Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of
Eurodollar Rate Loan.




     3.9 Capital Adequacy.



               (a) In the event that Agent or any Lender shall have determined that any applicable law, rule,
regulation or guideline regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by Agent or any
Lender (for purposes of this Section 3.9, the term



47









 




“Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or
any Lender) and the office or branch where Agent or any Lender (as so defined) makes or maintains
any Eurodollar 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 or any Lender’s capital as a consequence of
its obligations hereunder to a level below that which Agent or such Lender could have achieved but
for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s
policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be
material, then, from time to time, Borrowers shall pay upon demand to Agent or such Lender such
additional amount or amounts as will compensate Agent or such Lender for such reduction. In
determining such amount or amounts, Agent or such Lender may use any reasonable averaging or
attribution methods. The protection of this Section 3.9 shall be available to Agent and each
Lender regardless of any possible contention of invalidity or inapplicability with respect to the
applicable law, regulation or condition.




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



     3.10 Other Considerations.



          The obligations of Borrowers in Sections 3.7 and 3.9 hereof, are subject to the following:
(a) no Lender shall enforce these provisions solely against Borrowers or against a few of such
Lender’s customers without in each case generally enforcing these (or similar provisions in other
contracts) (provided that, anything herein to the contrary notwithstanding, no Lender shall be
required to disclose to Borrowers the identity of, or the nature of the Lender’s relationship with,
any other of such Lender’s customers) and (b) each Lender shall designate a different lending
office if such designation will avoid the need for, or materially reduce the amount of, such
compensation, costs or charges and will not be otherwise materially disadvantageous to such Lender;
and (c) any charges, costs or compensation charged to any Lender pursuant to such sections must be
directly attributable to the Revolving Advances.



IV.
COLLATERAL: GENERAL TERMS.




     4.1
Security Interest in the Collateral.



          To secure the prompt payment and performance to Agent and each Lender of the Obligations, each
Loan Party hereby reaffirms the security interest granted to the Agent pursuant to the Existing
Credit Agreement and hereby pledges and grants to Agent for its benefit and for the ratable benefit
of each Lender a continuing security interest in and to all of its Collateral, whether now owned or
existing or hereafter acquired or arising and wheresoever located. Each Loan Party shall protect
and perfect Agent’s security interest and shall cause its financial statements to reflect such
security interest. Each Loan Party shall promptly provide Agent with written notice of all
commercial tort claims for which the amount of damages sought exceeds Five Hundred Thousand and
00/100 Dollars ($500,000.00), such notice to contain the case title together with the applicable
court and a brief description of the claim(s). Upon delivery of each



48









 




such notice, such Loan Party shall be deemed to hereby grant to Agent a security interest and
lien in and to such commercial tort claims and all proceeds thereof.




     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 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 applicable Waivers, as Agent may reasonably request (provided that the Loan Parties shall
not be required to obtain Waivers for those locations of Loan Parties identified on Schedule
8.1(t) at which less than Fifty Thousand and 00/100 Dollars ($50,000.00) 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 and other custodial
arrangements satisfactory to Agent as required hereunder, and (v) executing and delivering
financing statements, control agreements, instruments of pledge, 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 in Collateral under the Uniform Commercial
Code or other applicable law. Agent is hereby authorized to file financing statements signed by
Agent instead of a Loan Party in accordance with the Uniform Commercial Code as adopted in the
Commonwealth of Pennsylvania from time to time. 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 reasonable charges, expenses and fees Agent may incur in doing any of the foregoing, and any
local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a
Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for
the ratable benefit of Lenders immediately upon demand.



     4.3 Disposition of Collateral.



          Each Loan Party will safeguard and protect all Collateral for Agent’s general account and make
no disposition thereof whether by sale, lease or otherwise except as otherwise permitted under this
Agreement. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred
and is continuing, each Loan Party shall have the right to take all steps with respect to any
commercial tort claim which such Loan Party shall in its reasonable discretion deem advisable,
including termination or settlement of any such commercial tort claim.



     4.4 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



49









 




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 any Loan Party’s owned or leased property. Each Loan Party
shall cooperate fully with all of Agent’s efforts to preserve the Collateral as permitted in the
foregoing sentence and will take such actions to preserve the Collateral as Agent may direct. All
of Agent’s expenses of preserving the Collateral in accordance with the foregoing, including any
expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a
Revolving Advance of a Domestic Rate Loan and added to the Obligations.




     4.5 Ownership of Collateral.



          With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security
interest: (a) 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; (b) 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; (c) 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 (d) each Loan Party’s Inventory shall be located as set forth on
Schedule 4.5 (as such Schedule may be updated from time to time) 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 in transit from one
location identified on Schedule 4.5 (as such Schedule may be updated from time to time) to
another location identified on Schedule 4.5.



     4.6 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
Inventory in the ordinary course of business), 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, except against holders of Permitted Liens that have a
perfected security interest with priority over the Agent’s. 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 without limitation:
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 possible and make it available to Agent at a place reasonably convenient to Agent. In
addition, with respect to all Collateral,



50









 




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. After the occurrence and
during the continuance of a Default or an Event of Default, each Loan Party shall, and Agent may,
at its option, 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 immediately deliver them to Agent in their original form together
with any necessary endorsement.




     4.7 Books and Records.



          Each Loan Party shall (a) 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; (b) set up on its books accruals with respect to all taxes, assessments, charges, levies
and claims; and (c) on a reasonably current basis set up on its books, from its earnings,
allowances against doubtful Receivables, advances and investments and all other proper accruals
(including without limitation by reason of enumeration, accruals for premiums, if any, due on
required payments and accruals for depreciation, obsolescence, or amortization of properties),
which should be set aside from such earnings in connection with its business. All determinations
pursuant to this subsection shall be made 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
the Loan Parties.



     4.8 Financial Disclosure.



          Upon the Loan Parties prior consent if no Default or Event of Default has occurred and is
continuing, which consent shall not be unreasonably withheld, delayed or conditioned, and at any
time after the occurrence and during the continuance of a Default or Event of Default, each Loan
Party hereby irrevocably authorizes and directs all accountants and auditors employed by such Loan
Party at any time during the Term and promptly after the request of the Agent to exhibit and
deliver to Agent and each Lender copies of any Loan Party’s financial statements, trial balances or
other accounting records of any sort in the 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. In accordance with and subject to the foregoing, each
Loan Party hereby authorizes all federal, state and municipal authorities to furnish to Agent and
each Lender copies of reports or examinations relating to such Loan Party, whether made by such
Loan Party or otherwise; however, Agent and each Lender will attempt to obtain such information or
materials directly from such Loan Party prior to obtaining such information or materials from such
accountants or such authorities.



     4.9 Compliance with Laws.



          Each Loan Party shall comply with all laws, acts, rules, regulations and orders of any
Governmental Body with jurisdiction over it or its respective Collateral or any part thereof or to
the operation of such Loan Party’s business the non-compliance with which could reasonably be
expected to have a Material Adverse Effect. Each Loan Party may, however,



51









 




contest or dispute any acts, rules, regulations, orders and directions of those bodies or
officials in any reasonable manner, provided that any related Lien is inchoate or stayed and
sufficient reserves are established to the reasonable satisfaction of Agent to protect Agent’s Lien
on or security interest in the Collateral. The assets of the Loan Parties at all times shall be
maintained in accordance with the material requirements of all insurance carriers which provide
insurance with respect to the assets of the Loan Parties so that such insurance shall remain in
full force and effect.




     4.10 Inspection of Premises.



          At all reasonable times after providing reasonable advance notice to the Loan Parties (at
least once per year and such additional times as the Agent deems necessary), (a) Agent shall have
full access to and the right 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, and (b) Agent and its agents may enter upon any of
each Loan Party’s premises at any time during business hours and at any other reasonable time, and
from time to time for the purpose of inspecting and auditing the Collateral itself. After
providing reasonable advance notice to the Loan Parties, Agent and its agents may enter upon any of
each Loan Party’s premises at any time during business hours and at any other reasonable time, and
from time to time (at such times as the Agent deems necessary or the Required Lenders direct the
Agent to do so; provided, however that prior to the occurrence of a Default or an Event of Default
that is continuing the Required Lenders may not direct the Agent to perform more than one such
visit per fiscal year), for the purpose of appraising the Collateral and any and all records
pertaining thereto and the operation of such Loan Party’s business. In addition to the foregoing,
each Lender shall have the same rights as the Agent under this Section 4.10 provided that all such
audits, inspections and appraisals conducted by any such Lender shall be at such Lender’s sole cost
and expense. Notwithstanding anything contained herein to the contrary, upon the occurrence and
during the continuance of a Default or an Event of Default, such audits, inspections and appraisals
may be conducted at any time and from time to time and neither the Agent nor the Lenders shall be
required to provide advance notice to the Loan Parties with respect to conducting such audits,
inspections and appraisals.



     4.11 Insurance.



          Each Loan Party shall bear the full risk of any loss of any nature whatsoever with respect to
the Collateral. At each Loan Party’s own cost and expense in amounts and with carriers acceptable
to Agent, each Loan Party shall (a) keep all its insurable properties and properties in which each
Loan Party has an interest insured against the hazards of fire, flood, sprinkler leakage, those
hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is
customary in the case of companies engaged in businesses similar to such Loan Party’s including,
without limitation, business interruption insurance; (b) maintain a bond in such amounts as is
customary in the case of companies engaged in businesses similar to such Loan Party insuring
against larceny, embezzlement or other criminal misappropriation of insured’s officers and
employees who may either singly or jointly with others at any time have access to the assets or
funds of such Loan Party either directly or through authority to draw upon such funds or to direct
generally the disposition of such assets; (c) maintain public and product liability insurance
against claims for personal injury, death or property damage suffered by



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others; (d) maintain all such worker’s compensation or similar insurance as may be required
under the laws of any state or jurisdiction in which such Loan Party is engaged in business; (e)
furnish Agent with (i) copies of all policies and evidence of the maintenance of such policies by
the renewal thereof before any expiration date, and (ii) appropriate loss payable endorsements in
form and substance satisfactory to Agent, naming Agent as a co-insured and loss payee as its
interests may appear with respect to all insurance coverage referred to in clauses (a), and (c)
above, and providing (A) that all proceeds thereunder shall be payable to Agent, (B) no such
insurance shall be affected by any act or neglect of the insured or owner of the property described
in such policy, and (C) that such policy and loss payable clauses may not be cancelled, amended or
terminated unless at least thirty (30) days’ prior written notice is given to Agent. In the event
of any loss thereunder, the carriers named therein hereby are directed by Agent and the applicable
Loan Party to make payment for such loss to Agent and not to such Loan Party and Agent jointly. If
any insurance losses are paid by check, draft or other instrument payable to any Loan Party and
Agent jointly, Agent may endorse such Loan Party’s name thereon and do such other things as Agent
may deem advisable to reduce the same to cash. Agent is hereby authorized to adjust and compromise
claims under insurance coverage referred to in clauses (a), and (b) above. All loss recoveries
with respect to Collateral received by Agent upon any such insurance may be applied to the
Obligations, in such order as Agent in its sole discretion shall determine. Any surplus with
respect to Collateral shall be paid by Agent to Loan Parties or applied as may be otherwise
required by law. Any deficiency thereon shall be paid by Loan Parties to Agent, on demand. Any
loss recoveries not relating to items of Collateral shall be paid by Agent to Loan Parties.
Anything hereinabove to the contrary notwithstanding, and subject to the fulfillment of the
conditions set forth below, Agent shall remit to Loan Parties insurance proceeds with respect to
Collateral received by Agent during any calendar year under insurance policies procured and
maintained by Loan Parties which insure Loan Parties’ insurable Collateral to the extent such
insurance proceeds do not exceed Ten Million and 00/100 Dollars ($10,000,000.00) in the aggregate
during such calendar year or Five Million and 00/100 Dollars ($5,000,000.00) per occurrence. In
the event the amount of insurance proceeds with respect to Collateral received by Agent for any
occurrence exceeds Five Million and 00/100 Dollars ($5,000,000.00), then Agent shall not be
obligated to remit the insurance proceeds to Loan Parties unless Loan Parties shall provide Agent
with evidence reasonably satisfactory to Agent that the insurance proceeds will be used by Loan
Parties to repair, replace or restore the insured Collateral which was the subject of the insurable
loss. In the event the Loan Parties have previously received (or, after giving effect to any
proposed remittance by Agent to the Loan Parties would receive) insurance proceeds with respect to
Collateral which equal or exceed Ten Million and 00/100 Dollars ($10,000,000.00) in the aggregate
during any calendar year, then Agent may, in its sole discretion, either remit the insurance
proceeds to the Loan Parties upon the Loan Parties providing Agent with evidence reasonably
satisfactory to Agent that the insurance proceeds will be used by the Loan Parties to repair,
replace, restore or reuse the insured Collateral which was the subject of the insurable loss, or
apply the proceeds to the Obligations, as aforesaid. The agreement of Agent to remit insurance
proceeds in the manner above provided shall be subject in each instance to satisfaction of each of
the following conditions: (x) No Event of Default or Default shall then have occurred and be
continuing, and (y) the Loan Parties shall use the insurance proceeds with respect to Collateral to
repair, replace, restore or reuse the insured Collateral which was the subject of the insurable
loss and for no other purpose.




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     4.12 Failure to Pay Insurance.



          If any Loan Party fails to obtain insurance as hereinabove provided, or to keep the same in
force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf
of such Loan Party, and charge Borrowers’ Account therefor as a Revolving Advance of a Domestic
Rate Loan and such expenses so paid shall be part of the Obligations.



     4.13 Payment of Taxes.



          Each Loan Party will pay, when due, all taxes, assessments and other Charges lawfully levied
or assessed upon such Loan Party or any of the Collateral including, without limitation, real and
personal property taxes, assessments and charges and all franchise, income, employment, social
security benefits, withholding, and sales taxes, except those taxes, assessments or Charges to the
extent that any Loan Party has contested or disputed those taxes, assessments or Charges in good
faith, by expeditious protest, administrative or judicial appeal or similar proceeding provided
that any related tax Lien is stayed and sufficient reserves are established to the reasonable
satisfaction of Agent to protect Agent’s security interest in or Lien on the Collateral. If any
tax by any governmental authority 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 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 the Loan Parties pay the taxes,
assessments or other Charges and each Loan Party hereby indemnifies and holds Agent and each Lender
harmless in respect thereof. Agent will not pay any taxes, assessments or Charges to the extent
that any Loan Party has contested or disputed those taxes, assessments or Charges in good faith, by
expeditious protest, administrative or judicial appeal or similar proceeding provided that any
related tax lien is stayed and sufficient reserves are established to the reasonable satisfaction
of Agent to protect Agent’s security interest in or Lien on the Collateral. The amount of any
payment by Agent under this Section 4.13 shall be charged to Borrowers’ Account as a Revolving
Advance of a Domestic Rate Loan and added to the Obligations and, until the Loan Parties 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 Loan Parties’ credit and Agent shall retain its security interest in any and all
Collateral held by Agent.



     4.14 Payment of Leasehold Obligations.



          Each Loan Party shall at all times pay, when and as due, its rental obligations under all
leases under which it is a tenant, except those rental obligations to the extent that any Loan
Party has contested or disputed those rental obligations in good faith by expeditious protest
provided that sufficient reserves are established with respect thereto to the reasonable
satisfaction of Agent, and shall otherwise comply, in all material respects, with all other terms
of such leases and keep them in full force and effect and, at Agent’s request will provide evidence
of having done so, except to the extent that such failure to comply would not be reasonably likely
to have a Material Adverse Effect.



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     4.15 Receivables.



               (a) Nature of Receivables. 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 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
without dispute, setoff or counterclaim except as may be stated on the accounts receivable
schedules delivered by Loan Parties to Agent.



               (b) Solvency of Customers. Each Customer, to the Loan Party’s actual 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 or 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 the uncollectible portion.



               (c) Locations of Loan Parties. Each Loan Party’s chief executive office is located at
the addresses set forth on Schedule 4.15(c) hereto (as such Schedule shall be updated from
time to time). 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 executive office.



               (d) Collection of Receivables. Upon the occurrence of a Cash Dominion Triggering
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 will, at such Loan Party’s cost and expense, but on
Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all
amounts due on Receivables, and shall not commingle such collections with any Loan Party’s funds or
use the same except to pay Obligations. Upon the occurrence of a Cash Dominion Triggering Event,
each Borrower shall deliver to Agent, or deposit in the Blocked Account, in original form and on
the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other
evidences of Indebtedness.



               (e) Notification of Assignment of Receivables. 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, 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) Power of Agent to Act on Loan Parties’ Behalf. 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



55









 




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 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) No Liability. 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 unless such liability arises from Agent’s or
any Lender’s willful misconduct or gross negligence as finally determined by a court of competent
jurisdiction. Following the occurrence of an Event of Default or Default which is continuing,
Agent may, without notice or consent from any Loan Party, sue upon or otherwise collect, extend the
time of payment of, compromise or settle for cash, credit or upon any terms any of the Receivables
or any other securities, instruments or insurance applicable thereto and/or release any obligor
thereof. Agent is authorized and empowered to accept following the occurrence and during the
continuance of an Event of Default or Default the return of the goods represented by any of the
Receivables, without notice to or consent by any Loan Party, all without discharging or in any way
affecting any Loan Party’s liability hereunder.



               (h) Establishment of a Lockbox Account, Dominion Account. Upon the occurrence of a
Cash Dominion Triggering Event and until cash dominion with respect to such Cash Dominion
Triggering Event has been suspended in accordance with this Agreement, all proceeds of Collateral
of the Borrowers shall be remitted directly by the customers of the



56









 




Borrowers to (or, to the extent the Borrowers received such proceeds directly, they 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 Cash Dominion Triggering Event and until cash dominion with
respect to such Cash Dominion Triggering Event has been suspended in accordance with this
Agreement, 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.




               (i) Suspension of Cash Dominion. Notwithstanding anything that may be contained
herein to the contrary, after a Cash Dominion Triggering Event, so long as (a) no Default or Event
of Default has occurred and is continuing, (b) the Borrowers’ daily average Undrawn Availability
for the most recently ended six (6) consecutive calendar months has been greater than or equal to
One Hundred Seventy-Five Million and 00/100 Dollars ($175,000,000.00), (c) the proforma Fixed
Charge Coverage Ratio (for ATI and its Subsidiaries on a consolidated basis) for the period equal
to the four (4) consecutive fiscal quarters most recently ended is not less than 1.0 to 1.0, and
(d) not more than one Cash Dominion Triggering Event has occurred hereunder, upon a written request
received by the Agent from the Borrowing Agent certifying that the above items (a) through (d) have
occurred and requesting that (i) the requirements of Sections 4.15(d) and 4.15(h) be suspended
until the next Cash Dominion Triggering Event occurs and (ii) the existing Blocked Account
Agreements be terminated, the Agent shall terminate the existing Blocked Account Agreements and
shall provide written notice to the Borrowing Agent that the requirements of Sections 4.15(d) and
4.15(h) will be suspended until the next Cash Dominion Triggering Event; provided, however, that
the Agent shall have received, prior to the termination of the requirements for the maintenance of
cash dominion of the Agent hereunder, duly executed new Blocked Account Agreements establishing
Blocked Accounts or Depository Accounts, as the case may be, with financial institutions acceptable
to the Agent for the collection or servicing of the Receivables and proceeds of the Collateral and
such agreements shall be satisfactory to the Agent in its sole reasonable discretion and shall not
go into effect until the occurrence of the next Cash Dominion Triggering Event.



               (j) Adjustments. 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
business or industry of such Loan Party.



57









 





     4.16 Maintenance of Equipment.



          The Equipment shall be maintained in good operating condition and repair in substantial
accordance with industry standards (reasonable wear and tear excepted) and all necessary
replacements of and repairs thereto shall be made, provided that no Loan Party shall have any
obligation to maintain, replace or repair Equipment that is not reasonably deemed by such Loan
Party to be necessary in the conduct of such Loan Party’s business. No Loan Party shall use or
operate the Equipment in violation of any law, statute, ordinance, code, rule or regulation except
to the extent that such violation would not have a Material Adverse Effect.



     4.17 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 unless directly caused by the Agent’s
or any Lender’s willful misconduct or gross negligence as finally determined by a court of
competent jurisdiction. 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.



     4.18 Environmental Matters.



               (a) The Loan Parties shall maintain the Real Property remains in compliance with all
Environmental Laws except to the extent that such failure to comply would not reasonably be
expected to have a Material Adverse Effect and they shall not knowingly place or permit to be
placed any Hazardous Substances on any Real Property except as permitted by applicable law, permits
or appropriate governmental authorities.



               (b) The Loan Parties shall establish and/or maintain systems to achieve and monitor continued
compliance with all applicable Environmental Laws with respect to their operations except to the
extent that such failure to comply would not reasonably be expected to have a Material Adverse
Effect.



               (c) The Loan Parties shall (i) employ in connection with the use of the Real Property
appropriate technology necessary to maintain compliance with any applicable Environmental Laws
except to the extent that such failure to comply would not reasonably be expected to have a
Material Adverse Effect and (ii) dispose of any and all Hazardous Waste generated at the Real
Property only at facilities and with carriers that maintain valid permits under RCRA and any other
applicable Environmental Laws. The Loan Parties shall use their best efforts to obtain
certificates of disposal, such as hazardous waste manifest receipts, from all treatment, transport,
storage or disposal facilities or operators employed by the Loan Parties in connection with the
transport or disposal of any Hazardous Waste generated at the Real Property.



               (d) 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 Substances at the Real



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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
(any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person,
including any state agency responsible in whole or in part for environmental matters in the state
in which the Real Property is located or the United States Environmental Protection Agency (any
such person or entity hereinafter the “Authority”), in each case dealing with matters which would
reasonably be expected to have a Material Adverse Effect, 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.




               (e) The Loan Parties shall promptly forward to Agent copies of any request for information,
notification of potential liability, demand letter relating to potential responsibility with
respect to the investigation or cleanup of Hazardous Substances at any other site owned, operated
or used by any Loan Party to dispose of Hazardous Substances and shall upon Agent’s request,
continue to forward copies of correspondence between any Loan Party and the Authority regarding
such claims to Agent until the claim is settled in each case to the extent dealing with matters
which would reasonably be expected to have a Material Adverse Effect. The Loan Parties shall
promptly forward to Agent copies of all documents and reports concerning a Hazardous Discharge at
the Real Property that any Loan Party is required to file under any Environmental Laws.



               (f) The Loan Parties shall 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.



               (g) The Loan Parties shall defend and indemnify Agent and Lenders and hold Agent, Lenders and
their respective employees, agents, directors and officers harmless from and against all loss,
liability, damage and expense, claims, costs, fines and penalties, including attorney’s fees,
suffered or incurred by Agent or Lenders under or on account of any Environmental Laws, including,
without limitation, the assertion of any Lien thereunder, with respect to any Hazardous Discharge,
the presence of any Hazardous Substances affecting the Real Property, whether or not the same
originates or emerges from the Real Property or any contiguous real estate, including any loss of
value of the Real Property as a result of the foregoing except to the extent such loss, liability,
damage and expense is attributable to or resulting from actions on the part of Agent or any Lender.
The Loan Parties’ obligations under this Section 4.18 shall arise upon the discovery of the
presence of any Hazardous Substances at the Real Property in violation of applicable Environmental
Laws, whether or not any federal, state, or local environmental agency has taken or threatened any
action in connection with the presence of any Hazardous Substances. The Loan Parties’ obligation
and the indemnifications hereunder shall survive the termination of this Agreement.



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     4.19 Financing Statements.



          Except as respects (i) the financing statements filed by Agent, (ii) the financing statements
described on Schedule 1.2(b), and (iii) those financing statements permitted to be filed
hereunder, no financing statement covering any of the Collateral or any proceeds thereof is on file
in any public office.



V. REPRESENTATIONS AND WARRANTIES.




     Each Loan Party 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, as the case may be. This Agreement and the Other Documents to which it is a party
constitute the legal, valid and binding obligation of each Loan Party, enforceable in accordance
with their terms, except as such enforceability may be limited by any applicable bankruptcy,
insolvency, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights
generally. The execution, delivery and performance of this Agreement and of the Other Documents by
each Loan Party a party hereto or thereto (a) are within such Loan Party’s corporate or limited
liability company powers, as the case may be, have been duly authorized, are not in contravention
of law or the terms of such Loan Party’s by-laws, certificate of incorporation, operating agreement
or certificate of formation or other applicable documents relating to such Loan Party’s formation
or to the conduct of such Loan Party’s business or of any material agreement or undertaking to
which such Loan Party is a party or by which such Loan Party is bound, and (b) 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, charter document, instrument, by-law, or other instrument to which
such Loan Party is a party or by which it or its property may be bound.



     5.2 Formation and Qualification.



               (a) Each Loan Party is duly incorporated or organized, as the case may be, 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 have a Material Adverse Effect. Each Loan Party has delivered to Agent true and complete copies
of its certificate of incorporation and by-laws or certificate of formation and operating
agreement, or other organizational documents, as the case may be, and will promptly notify Agent of
any amendment or changes thereto.



               (b) The only Subsidiaries of each Loan Party are listed on Schedule 5.2(b) (as revised
from time to time).



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     5.3 Survival of Representations and Warranties.



          All representations and warranties of such Loan Party contained in this Agreement and the
Other Documents, as the case may be, shall be true at the time of such Loan Party’s execution of
this Agreement and the Other Documents, as the case may be, and shall survive the execution,
delivery and acceptance thereof by the parties thereto and the closing of the transactions
described therein or related thereto.



     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 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 except those taxes, assessments, fees and other governmental charges to
the extent that any Loan Party has contested or disputed those taxes, assessments, fees or
governmental charges in good faith, by expeditious protest, administrative or judicial appeal or
similar proceeding provided that any related tax Lien is stayed and sufficient reserves are
established to the reasonable satisfaction of Agent to protect Agent’s security interest in or Lien
on the Collateral. All applicable Federal income tax returns of each Loan Party have been examined
and reported upon by the appropriate taxing authority or closed by applicable statute and satisfied
for all fiscal years prior to and including the fiscal year ending December 31, 1999. The
provision for taxes on the books of each Loan Party are 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) The (i) quarterly income and cash flow projections of ATI and its Subsidiaries on a
consolidated basis and its projected balance sheet for the fiscal year ending December 31, 2005,
and (ii) the annual income and cash flow projections of ATI and its Subsidiaries on a consolidated
basis and its projected balance sheet for the fiscal years ending December 31, 2005 through
December 31, 2009 (the projections referenced in (i) and (ii) are collectively, the “Projections”)
were prepared by the Chief Financial Officer of ATI, are based on underlying assumptions which
provide a reasonable basis for the projections contained therein and reflect the Loan Parties’
judgment based on known circumstances existing on the date of this Agreement of the most likely set
of conditions and course of action for the projected period.



               (b) The consolidated balance sheet of ATI and its Subsidiaries as of the fiscal year ending
December 31, 2004, and the related statements of income, changes in stockholder’s equity, and
changes in cash flow for the period ended on such date, all accompanied by reports thereon
containing opinions without qualification by independent certified public accountants, copies of
which have been delivered to Agent, have been prepared in accordance with GAAP, consistently
applied (except for changes in application in which such accountants concur) and present fairly the
financial position of ATI and its Subsidiaries on a consolidated basis at such date and the results
of its operations for such period. Since the fiscal quarter ending June 30, 2005 there has been no
material change in the condition, financial or otherwise, of ATI and its Subsidiaries as shown on
the consolidated balance sheet as of such date



61









 




and no change in the aggregate value of machinery, equipment and Real Property owned by the
Loan Parties, except changes in the ordinary course of business, none of which individually or in
the aggregate has had a Material Adverse Effect.




     5.6 Corporate Name.



          Except as set forth on Schedule 5.6, no Loan Party has been known by any other
corporate name in the past five years and does not sell Inventory under any other name, nor has any
Loan Party been the surviving corporation of a merger or consolidation or acquired all or
substantially all of the assets of any Person during the preceding five (5) years.



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



               (a) Except as set forth on Schedule 5.7, each Loan Party has duly complied with, and
its facilities, business, assets, property, leaseholds and Equipment are in compliance in all
material respects with, the provisions of the Federal Occupational Safety and Health Act, the
Environmental Protection Act, RCRA and all other Environmental Laws except to the extent such
failure to comply would not reasonably be expected to have a Material Adverse Effect; there have
been 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.



               (b) Each Loan Party has been issued all required federal, state and local licenses,
certificates or permits 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 have a
Material Adverse Effect.



               (c) (i) There are no releases, spills, discharges, leaks or disposal (collectively referred to
as “Releases”) of Hazardous Substances at, upon, under or within any Real Property in violation of
any Environmental Law; (ii) there are no underground storage tanks or polychlorinated biphenyls on
the Real Property in violation of applicable Environmental Laws; and (iii) no Hazardous Substances
are present on the Real Property in violation of applicable Environmental Laws except to the extent
that such violation would not reasonably be expected to have a Material Adverse Effect.



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



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



               (b) Except as disclosed in Schedule 5.8(b), no Loan Party has (i) any pending or
threatened litigation, arbitration, actions or proceedings which could reasonably be expected to
have a Material Adverse Effect, and (ii) any liabilities nor indebtedness for borrowed



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money other than the Obligations and other liabilities for borrowed money as permitted
hereunder.




               (c) No Loan Party is in violation of any applicable statute, regulation or ordinance in any
respect which could reasonably be expected to have a Material Adverse Effect, nor is any Loan Party
in violation of any order of any court, governmental authority or arbitration board or tribunal, to
the extent such violation would reasonably be expected to have a Material Adverse Effect.



               (d) No Loan Party nor any member of the Controlled Group maintains or contributes to any Plan
other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule
5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section
302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Loan Party and
each member of the Controlled Group has met all applicable minimum funding requirements under
Section 302 of ERISA in respect of each Plan, (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, (iii) no 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
which is subject to Title IV of ERISA 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) at this time, the current value of the assets of each
Plan required to be funded under Section 412 of the Code exceeds the present value as measured on
an ongoing Plan basis, of the accrued benefits and other liabilities of such Plan and no 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) no 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 which could lead to a material liability, (vii) no
Loan Party nor any member of a Controlled Group has incurred any material liability for any excise
tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to
any such liability, (viii) no Loan Party nor any member of the Controlled Group nor any fiduciary
of, nor any trustee to, any Plan, has engaged in, with respect to any Plan, 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) each Loan Party and each member of the Controlled Group has made all
contributions due and payable with respect to each Plan, (x) there exists no event described in
Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CFR §2615.3
has not been waived, (xi) no Loan Party nor any member of the Controlled Group has any fiduciary
responsibility for investments with respect to any plan existing for the benefit of persons other
than employees or former employees of any Loan Party and any member of the Controlled Group, and
(xii) no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially,
from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan
Amendments Act of 1980.



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     5.9 Patents, Trademarks and Copyrights.



          All material United States patents, United States patent applications, United States
registered trademarks and service marks, including registrations, applications for registration,
registered United States copyrights and tradenames owned or utilized by any Loan Party are set
forth on Schedule 5.9, and, to the knowledge of the Loan Parties, are valid and, if
registration or application numbers have been listed, have been duly registered or filed with all
appropriate governmental authorities and includes all material registered intellectual property
rights which are reasonably necessary for the operation of its business. The Loan Parties are not
aware of any objection to or pending challenge to the validity of any such patent, mark, copyright
or tradename, and no Loan Party is aware of any grounds for any challenge, except as set forth in
Schedule 5.9 hereto. Each such patent, patent application, trademark, trademark
application, service mark, service mark application, copyright, copyright application and trade
name owned or held by any Loan Party consists of original material or property developed by such
Loan Party or was lawfully acquired by such Loan Party from the proper and lawful owner thereof.
Each of such items has been maintained in accordance with such Loan Party’s customary practices so
as to preserve the value thereof from the date of creation or acquisition thereof except to the
extent such Loan Party reasonably determines not to so maintain such item.



     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 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 or procure such licenses or permits would reasonably be expected to have a Material
Adverse Effect.



     5.11 Default of Indebtedness.



          No Loan Party is in default in the payment of the principal of or interest on (a) any
Indebtedness for Borrowed Money if the Undrawn Availability of the Borrowers is less than or equal
to the Required Minimum Amount or (b) any Indebtedness for Borrowed Money that individually, or in
the aggregate, is in excess of Ten Million and 00/100 Dollars ($10,000,000.00) if the Undrawn
Availability of the Borrowers exceeds the Required Minimum Amount or under any instrument or
agreement under or subject to which any such Indebtedness has been issued and no event has occurred
under the provisions of any such instrument or agreement which with or without the lapse of time or
the giving of notice, or both, constitutes or would constitute an event of default thereunder.



     5.12 No Default.



          No Loan Party is in default in the payment or performance of any of its contractual
obligations which could reasonably be expected to have a Material Adverse Effect.



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     5.13 No Burdensome Restrictions.



          Except as set forth on Schedule 5.13, no Loan Party is party to any contract or
agreement the performance of which could reasonably be expected to have a Material Adverse Effect.
Except as set forth on Schedule 5.13, no Loan Party has agreed or consented to cause or
permit in the future (upon the happening of a contingency or otherwise) any of its property,
whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted
Encumbrance.



     5.14 No Labor Disputes.



          No Loan Party is involved in any material labor dispute which would reasonably be expected to
have a Material Adverse Effect; there are no strikes or walkouts or union organization of any Loan
Party’s employees threatened or in existence and no labor contract is scheduled to expire during
the Term other than as set forth on Schedule 5.14 hereto.



     5.15 Margin Regulations.



          No Borrower 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 Borrower 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 material fact or omits to state any material fact necessary to make the
statements herein or therein 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 have a Material Adverse Effect.



     5.18 Hedging Contracts.



          Except as set forth on Schedule 5.18, no Loan Party is a party to, nor will it be a
party to, any Hedging Contract unless same provides that damages upon termination following an
event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on
the part of either party.



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     5.19 Conflicting Agreements.



          No provision of any mortgage, indenture, contract, agreement, judgment, decree or order
binding on any Loan Party or affecting the Collateral conflicts with, in any material respect, or
requires any Consent which has not already been obtained to, or would in any way prevent the
execution, delivery or performance of, the terms of this Agreement or the Other Documents.



     5.20 Application of Certain Laws and Regulations.



          No Loan Party nor any Affiliate of any Loan Party is subject to any statute, rule or
regulation which regulates the incurrence of any Indebtedness, including without limitation,
statutes or regulations relative to common or interstate carriers or to the sale of electricity,
gas, steam, water, telephone, telegraph or other public utility services.



     5.21 Business and Property of Loan Parties.



          Upon and after the Closing Date, the Loan Parties do not propose to engage in any business
other than as set forth on Schedule 5.21 hereto and activities necessary to conduct the
foregoing. On the Closing Date, each Loan Party will own all the property and possess all of the
rights and Consents as is reasonably necessary for the conduct of the business of such Loan Party.



     5.22 Section 20 Subsidiaries.



          Borrowers 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 Section 20 Subsidiary.



     5.23 Anti-Terrorism Laws.



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



               (b) None of the Loan Parties, nor any Affiliate of any Loan Party, is any of the following
(each a “Blocked Person”):



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



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



                    (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any
transaction by any Anti-Terrorism Law;



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



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



                    (vi) a Person who is affiliated or associated with a Person listed above.



          No Loan Party knowingly (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals
in, or otherwise engages in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order No. 13224.



VI. AFFIRMATIVE COVENANTS.




     Each Borrower shall and, if applicable, each Loan Party shall, until payment in full of the
Obligations and termination of this Agreement:



     6.1 Payment of Fees.



          Pay to Agent on demand all usual and customary fees and expenses which Agent incurs in
connection with (a) the forwarding of Advance proceeds and (b) the establishment and maintenance of
any Blocked Accounts or Depository Accounts as provided for in Section 4.15(h). Agent may, without
making demand, charge Borrowers’ Account for all such fees and expenses.



     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, without limitation, all licenses, patents,
copyrights, design rights, tradenames, trade secrets and trademarks and take all actions necessary
to enforce and protect the validity of any intellectual property right or other right included in
the Collateral, provided that no Loan Party shall have any obligation to prosecute or maintain any
intellectual property rights that are not reasonably deemed by such Loan Party to be valuable or
important to conduct such Loan Party’s business; (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 have a Material Adverse Effect;
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 would reasonably be expected to have a Material Adverse Effect.



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     6.3 Violations.



          Promptly notify Agent in writing of any violation of any law, statute, regulation or ordinance
of any Governmental Body, or of any agency thereof, applicable to any Loan Party or the Collateral
which could reasonably be expected to have a Material Adverse Effect.



     6.4 Government Receivables.



          To the extent any Borrower desires such Receivables to constitute Eligible Receivables, take
all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of
Claims Act or 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 contracts between any Borrower and the United States, any state or any department, agency or
instrumentality of any of them.



     6.5 Fixed Charge Coverage Ratio; Undrawn Availability.



          Maintain a Fixed Charge Coverage Ratio (for ATI and its Subsidiaries on a consolidated basis)
of not less than 1.0 to 1.0 after the occurrence of a Financial Covenant Triggering Event
calculated (i) as of the last day of the fiscal quarter ending in which the Financial Covenant
Triggering Event has occurred (the “First Testing Quarter”) for the period equal to the fiscal
quarter then ending, (ii) as of the last day of the fiscal quarter ending immediately after the
First Testing Quarter (the “Second Testing Quarter”) for the period equal to the two (2)
consecutive fiscal quarters then ending and (iii) as of the last day of the fiscal quarter ending
immediately after the Second Testing Quarter (the “Third Testing Quarter”) for the period equal to
the three (3) consecutive fiscal quarters then ending. Thereafter, ATI and its Subsidiaries shall
maintain a Fixed Charge Coverage Ratio of not less than 1.0 to 1.0 as of the last day of the fiscal
quarter ending immediately after the Third Testing Quarter for the period equal to the four (4)
consecutive fiscal quarters then ending and as of the last day of each fiscal quarter thereafter
for the period equal to the four (4) consecutive fiscal quarters then ending. The Fixed Charge
Coverage Ratio shall not be applicable unless a Financial Covenant Triggering Event has occurred.
If a Financial Covenant Triggering Event has occurred, the Fixed Charge Coverage Ratio shall be
applicable and shall be calculated as set forth above based on the financial information required
to be received with respect thereto pursuant to Section 9.6 hereof.



     6.6 Execution of Supplemental Instruments.



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



     6.7 Payment of Indebtedness.



          Pay, discharge or otherwise satisfy at or before maturity (subject, where applicable, to
specified grace periods and, in the case of the trade payables, to normal payment practices) all
its obligations and liabilities of whatever nature, except when the failure to do so could not
reasonably be expected to have a Material Adverse Effect or when the amount or



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validity thereof is currently being contested in good faith by appropriate proceedings and
each Loan Party shall have provided for sufficient reserves with respect thereto in accordance with
GAAP, subject at all times to any applicable subordination arrangement in favor of Lenders.




     6.8 Standards of Financial Statements.



          Cause all financial statements referred to in Sections 9.5, 9.6, 9.7 and, 9.9 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 concurred in by such reporting accountants or officer, as the case may be, and disclosed
therein).



     6.9 Anti-Terrorism Laws.



          The Loan Parties and their respective Affiliates shall not knowingly (i) conduct any business
or engage in any transaction or dealing with any Blocked Person, including the making or receiving
of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii)
deal in, or otherwise engage in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order No. 13224; or (iii) engage in or conspire to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in the Executive Order No. 13224, the USA Patriot Act or
any other Anti-Terrorism Law. The Loan Parties shall deliver to Lenders any certification or other
evidence requested from time to time by any Lender in its sole reasonable discretion, confirming
the Loan Parties’ compliance with this Section 6.9.



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 stock of any Person or permit any other
Person to consolidate with or merge with it; provided however, that (i) any Borrower may merge or
consolidate into another Borrower; (ii) any Loan Party that is not a Borrower may merge or
consolidate into another Loan Party that is not a Borrower; (iii) 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; (iv) 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; and (v) any Loan Party
may purchase or acquire all or a substantial portion of the assets or stock of any Person or a
business or division of another Person (a “Permitted Acquisition”) if all of the following
requirements are met in connection with such acquisition:



                    1) if such Loan Party is acquiring the ownership interests in such Person, such Person shall
become a Borrower or a Guarantor for the Obligations as reasonably determined by the Agent (subject
to the limitations with respect to foreign




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Subsidiaries described in Section 7.12 hereof);




                    2) in the case of a stock or other ownership purchase, the Person acquired by such Loan Party
shall, to the extent such Person becomes a Borrower or Guarantor, grant Liens in its assets to the
Agent for the benefit of the Lenders covering the same type of assets as the Collateral, and in the
case of a stock or other ownership purchase or an asset purchase, such Loan Party shall cause the
Lien of the Agent to be a first priority, perfected security interest, provided, however, to the
extent such Person 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;



                    3) the board of directors or other equivalent governing body of such Person shall have
approved such Permitted Acquisition;



                    4) the business acquired, or the business conducted by the Person whose ownership interests
are being acquired, as applicable, shall be substantially the same as, or reasonably related to,
one or more line or lines of business conducted by the Loan Parties as described in Section 5.21;



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



                    6) immediately prior to and after giving effect to such Permitted Acquisition (including the
payment of any prospective portion of the purchase price or earn-outs), the Borrowers shall have at
least the Required Minimum Amount of Undrawn Availability.



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



                    1) transactions involving the sale, lease or transfer of Inventory, Equipment or Real Property
in the ordinary course of business;



                    2) any sale, transfer or lease of assets (not consisting of Collateral) (i) in the ordinary
course of business which are no longer necessary or required in the conduct of such Loan Party’s
business or (ii) which are obsolete, of immaterial value or no longer utilized in the business of
such Loan Party;



                    3) any sale, transfer or lease of assets by any Loan Party to another Loan Party; and



                    4) the sale of any business of the Loan Parties so long as all of the following requirements
are met in connection with such sale or sales: (A) immediately prior to and after giving effect to
any such sale, the Borrowers shall have at least the Required Minimum Amount of Undrawn
Availability; (B) no Default or Event of Default shall have occurred and be continuing; and (C)
such sale shall be for fair market value and on arms length terms. Accordingly, the Agent shall
release its Lien on the Collateral sold pursuant to the sale or



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sales permitted by this Section 7.1(b)(4).




     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 acquired, except Permitted Encumbrances.




     7.3 Guarantees.



          Become liable upon the obligations 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; provided, however, that at any time when the
Borrowers shall have less than the Required Minimum Amount of Undrawn Availability such guarantees
entered into during such time (excluding the renewal, extension, replacement and amendment of those
guarantees that existed prior to such time to the extent the amount subject to any such guarantee
has not increased) shall not exceed an aggregate amount of Twenty Million and 00/100 Dollars
($20,000,000.00), (c) the endorsement of checks in the ordinary course of business, and (d)
guarantees made by a Loan Party with respect to the obligations of another Loan Party.




     7.4 Investments.



          Except as permitted under Section 7.1(a), purchase or acquire obligations or stock of, or any
other interest in or make on or after the date of this Agreement any capital contribution to or
make any other investment in, any Person, except (a) investments existing on the Closing Date and
set forth on Schedule 7.4, (b) obligations issued or guaranteed by the United States of
America or any agency thereof, (c) commercial paper with maturities of not more than 180 days and a
published rating of not less than A-2 or P-2 (or the equivalent rating), (d) certificates of time
deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase
agreements backed by United States government securities of a commercial bank if (i) such bank has
a combined capital and surplus of at least Five Hundred Million and 00/100 Dollars
($500,000,000.00), or (ii) its debt obligations, or those of a holding company of which it is a
Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized
investment rating agency, (e) U.S. money market funds (i) rated BBB by Standard & Poors, Inc. or
with an equivalent rating from Moody’s Investors Service, Inc., or (ii) that invest solely in
obligations issued or guaranteed by the United States of America or an agency thereof, (f)
investments by a Loan Party in a Loan Party, (g) investments in mutual funds which invest solely in
the investments set forth in items (b) through (e) above, (h) (i) capital contributions to Shanghai
STAL Precision Stainless Steel Co. Ltd. (“STAL”) of amounts previously loaned, advanced or extended
(including accounts receivable) to STAL by such Loan Party existing as of the date of this
Agreement, and (ii) capital contributions to STAL in a fiscal year in which STAL repays in cash to
such Loan Party amounts previously loaned, advanced or extended (including accounts receivable) to
STAL by such Loan Party existing as of the date of this Agreement, (i) investments (whether in cash
or in kind) in (i) corporations, general or limited partnerships, limited liability companies,
joint ventures and similar Persons (excluding natural Persons) that are not Subsidiaries, and (ii)
Subsidiaries that are not Loan Parties, provided, however, that immediately prior to and after
giving effect to such investment made pursuant to this Section




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7.4(i), the Borrowers’ Undrawn Availability shall be at least equal to the Required Minimum
Amount and, provided further, that if the Borrowers’ Undrawn Availability is less than the Required
Minimum Amount immediately prior to or after giving effect to such investment the aggregate amount
of such investments made during such time when combined with the aggregate amount of all such loans
and advances permitted pursuant to Section 7.5(d) made during such time shall not exceed Twenty
Million and 00/100 Dollars ($20,000,000.00) in the aggregate in any fiscal year of the Loan
Parties.




     7.5 Loans.



          Make, on or after the date of this Agreement, advances, loans or extensions of credit to any
Person (other than another Loan Party), including without limitation, any Parent, Subsidiary or
Affiliate except with respect to (a) the extension of commercial trade credit in connection with
the sale of Inventory or Equipment or other services in the ordinary course of its business, (b)
loans to its employees in the ordinary course of business including loans (including capitalization
of interest) in connection with ATI’s Stock Acquisition and Retention Program not to exceed the
aggregate amount of Five Million and 00/100 Dollars ($5,000,000.00) at any time outstanding, (c)
loans, advances or extensions of credit by the Loan Parties to Tennessee Alloys Company in an
amount at any time outstanding not exceeding Five Million and 00/100 Dollars, and (d) loans and
advances in or to (i) corporations, general or limited partnerships, limited liability companies,
joint ventures and similar Persons (excluding natural Persons) that are not Subsidiaries, and (ii)
Subsidiaries that are not Loan Parties, provided, however, that immediately prior to and after
giving effect to such loans and advances made pursuant to this Section 7.5(d), the Borrowers’
Undrawn Availability shall be at least equal to the Required Minimum Amount and, provided further,
that if the Borrowers’ Undrawn Availability is less than the Required Minimum Amount immediately
prior to or after giving effect to such loans and advances the aggregate amount of all such loans
and advances made during such time when combined with the aggregate amount of all such investments
permitted pursuant to Section 7.4(i) made during such time shall not exceed Twenty Million and
00/100 Dollars ($20,000,000.00) in the aggregate in any fiscal year of the Loan Parties.




     7.6 Capital Expenditures.



          At any time when the Borrowers shall have less than the Required Minimum Amount of Undrawn
Availability, make or incur any Capital Expenditure (including capitalized leases) in any fiscal
year in an aggregate amount for all Loan Parties in excess of One Hundred Million and 00/100
Dollars ($100,000,000.00); provided, however, that to the extent that the amount made or incurred
in any fiscal year is less than such annual limitation, the lesser of (i) Fifty Million and 00/100
Dollars ($50,000,000.00) or (ii) the amount by which the amount of such annual limitation exceeds
the amount of Capital Expenditures made or incurred in any such fiscal year may be expended in the
immediately following fiscal year.




     7.7 Dividends.



          Declare, pay or make any dividend or distribution on any shares of the common stock or
preferred stock or other equity interest, as the case may be, of any Loan Party (other than
dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, or




72









 







cash or other dividends paid by one Loan Party to another Loan Party) or apply any of its
funds, property or assets to the purchase, redemption or other retirement of any common or
preferred stock or other equity interest, as the case may be, or of any options to purchase or
acquire any such shares of common or preferred stock or other equity interest, as the case may be,
of any Loan Party except that dividends or distributions described above may be declared, paid or
made and funds may be applied to the purchase, redemption or other retirement of any common or
preferred stock or other equity interest, or of any options to purchase or acquire any such shares
of common or preferred stock or other equity interest of any Loan Party so long as (a) a notice of
termination with regard to this Agreement shall not be outstanding, (b) no Event of Default or
Default shall exist immediately prior to or after giving effect to such dividend or distribution,
and (c) the Borrowers’ Undrawn Availability equals or exceeds the Required Minimum Amount
immediately prior to and after giving effect to such dividend or distribution. In addition, the
Loan Parties shall not permit their Subsidiaries to enter into or otherwise be bound by any
agreement prohibiting or restricting the payment of dividends to a Loan Party.




     7.8 Indebtedness.



          Create, incur, assume or suffer to exist any Indebtedness (exclusive of trade debt and accrued
liabilities and reserves arising in the ordinary course of business as determined in accordance
with GAAP) except in respect of (i) Indebtedness existing on the Closing Date and set forth on
Schedule 7.8 (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; (ii) Indebtedness to Lenders under or pursuant to this Agreement or the
Other Documents; (iii) Indebtedness incurred for Capital Expenditures permitted under Section 7.6
hereof; (iv) as permitted under Section 7.3 hereof; (v) Indebtedness arising from Hedging Contracts
entered into in the ordinary course of business consisting of bona fide hedging transactions; (vi)
Indebtedness for taxes not yet due and payable or being contested as provided in Section 4.13
hereof; (vii) Indebtedness owed by one (1) Loan Party to another Loan Party; (viii) assumed
Indebtedness incurred in connection with a Permitted Acquisition; (ix) judgments not constituting
an Event of Default; (x) unfunded obligations under Pension Plans, or any Plan to the extent such
amounts are permitted to remain unfunded under applicable law; (xi) Indebtedness with respect to
customer advances or prepayments made in the ordinary course of business as determined in
accordance with GAAP; (xii) Indebtedness owed to J&L pursuant to the ALC J&L Note and the Jewel J&L
Note; (xiii) Indebtedness which pursuant to its terms automatically converts into equity of ATI on
a date or dates set forth in documents evidencing or governing such Indebtedness, provided that
substantially all of the net proceeds of such Indebtedness are used to redeem, or to acquire and
retire, all or a portion of the Indebtedness of ATI owed to the noteholders under that certain
Indenture dated as of December 18, 2001 by and between ATI, as issuer and The Bank of New York, as
trustee; and (xiv) unsecured Indebtedness not otherwise covered by any of the foregoing so long as
the Borrowers’ Undrawn Availability equals or exceeds the Required Minimum Amount immediately prior
to such Indebtedness being incurred.




     7.9 Nature of Business.



          Substantially change the nature of the business in which it is presently engaged, nor except
as specifically permitted hereby purchase or invest, directly or indirectly, in any assets

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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.




     7.10 Transactions with Affiliates.



          Except for transactions among the Loan Parties and transactions described in Schedule
7.10 hereof, directly or indirectly, purchase, acquire or lease any property from, or sell,
transfer or lease any property to, or otherwise deal with, any Affiliate, except transactions in
the ordinary course of business, on an arm’s-length basis on terms no less favorable than terms
which would have been obtainable from a Person other than an Affiliate.




     7.11 Leases.



          At any time when the Borrowers shall have less than the Required Minimum Amount of Undrawn
Availability, enter as lessee into any lease arrangement for real or personal property (unless
capitalized and permitted under Section 7.6 hereof) if after giving effect thereto, aggregate
annual rental payments for all leased property leased during such time would exceed Twenty-Five
Million and 00/100 Dollars ($25,000,000.00) in any one fiscal year in the aggregate for all Loan
Parties.




     7.12 Subsidiaries.



          Subject to Sections 7.1 and 7.4 hereof, acquire or create, on or after the date of this
Agreement, directly or indirectly, any wholly owned Subsidiary unless, as determined by the Agent
(i) (y) 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, or (z) such Subsidiary becomes a Guarantor for the Obligations and among
other things, executes a Guaranty in form and substance reasonably satisfactory to the Agent, (ii)
Agent shall have received all documents, including organizational documents and legal opinions, it
may reasonably require in connection therewith and (iii) and in the case of the creation of a
wholly owned Subsidiary, the Subsidiary created by such Loan Party shall, to the extent such
Subsidiary becomes a Borrower or Guarantor, 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.
Notwithstanding the foregoing, if such wholly owned Subsidiary (a) is formed or organized outside
of the United States by a Loan Party after the date of this Agreement or (b) is acquired by a Loan
Party pursuant to Section 7.1 and is organized outside of the United States, such wholly owned
foreign Subsidiary shall not be required to join this Agreement as a Borrower or a Guarantor so
long as (1) (i) the Aggregate Consideration with respect to the acquisition of such wholly owned
foreign Subsidiary or the amount of the investment in forming such wholly owned foreign Subsidiary
is less than Twenty-Five Million and 00/100 Dollars ($25,000,000.00) and (ii) the sum of (x) the
Aggregate Consideration with respect to the acquisition of all such wholly owned foreign
Subsidiaries acquired after the date of this Agreement which are not Loan Parties and (y) the
amount of the investment in the formation of all such wholly owned foreign Subsidiaries after the
date of this Agreement which are not

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Loan Parties is less than Fifty Million and 00/100 Dollars ($50,000,000.00); or (2)
immediately prior to and after giving effect to such acquisition or investment, the Borrowers’
Undrawn Availability equals or exceeds the Required Minimum Amount.




     7.13 Fiscal Year and Accounting Changes.



          Change its fiscal year from a calendar year or make any material change (i) in accounting
treatment and reporting practices except as required or permitted by GAAP or (ii) in tax reporting
treatment except as required or permitted by law.




     7.14 Amendment of Articles of Incorporation, By-Laws, Certificate of Organization,
Operating Agreement, J&L Asset Acquisition Documents, Etc.



          Amend, modify or waive any term or material provision of (i) its Articles of Incorporation,
By-Laws, Certificate of Formation, Operating Agreement or other organizational documents, or (ii)
the J&L Asset Acquisition Documents, which amendment, modification or waiver would reasonably be
considered material to Agent, unless, in the case of (i) or (ii) above, required by law.




     7.15 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 and Section 4975 of the Code, (iii) incur, or
permit any member of the Controlled Group to incur, any “accumulated funding deficiency”, as that
term is defined in Section 302 of ERISA or Section 412 of the Code, (iv) 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 of
ERISA, (v) assume, or permit any member of the Controlled Group to assume, any obligation to
contribute to any Multiemployer Plan not disclosed on Schedule 5.8(d), (vi) incur, or
permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer
Plan; (vii) fail promptly to notify Agent of the occurrence of any Termination Event, (viii) 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, (ix) fail to meet, or permit any
member of the Controlled Group to fail to meet, all minimum funding requirements under ERISA or the
Code or postpone or delay or allow any member of the Controlled Group to postpone or delay any
funding requirement with respect of any Plan.




     7.16 Prepayment of Indebtedness.



          At any time, directly or indirectly, prepay any Indebtedness for Borrowed Money or repurchase,
redeem, retire or otherwise acquire any Indebtedness for Borrowed Money of any Loan Party, except
for the prepayment, repurchase, redemption, retirement or acquisition of the following: (a) any
Indebtedness of any Loan Party owed to the Lenders; (b) any Indebtedness of

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any Loan Party owed to another Loan Party; (c) any Indebtedness for Borrowed Money of any Loan
Party not included in clauses (a) and (b) above; and (d) the Indebtedness owed to J&L pursuant to
the Jewel J&L Note (each such prepayment, repurchase, redemption, retirement or acquisition made in
accordance with clause (d) is a “J&L Note Repurchase”); provided, however, that with respect to
clauses (b), (c) and (d) above, no Default or Event of Default shall exist immediately prior to and
after giving effect to such prepayment, repurchase, redemption, retirement or acquisition;




          and provided, further that with respect to clauses (c) and (d) above, the
following additional requirement shall apply: immediately prior to and after giving effect to such
prepayment, repurchase, redemption, retirement or acquisition, the Borrowers’ Undrawn Availability
shall equal or exceed the Required Minimum Amount.




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 Lenders, immediately prior to or concurrently with the
making of such Advances, of the following conditions precedent:




               (a) Notes. Agent shall have received the Notes duly executed and delivered by an
authorized officer of each Borrower;



               (b) Filings, Registrations and Recordings. Each document (including, without
limitation, any Uniform Commercial Code financing statement) required by this Agreement, any
related agreement or under law or reasonably requested by the 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;



               (c) Corporate Proceedings of Borrowers. Agent shall have received a copy of the
resolutions in form and substance reasonably satisfactory to Agent, of the Board of Directors,
Managers or Members, as the case may be, of each Borrower authorizing (i) the execution, delivery
and performance of (w) this Agreement, the Notes, and any related agreements, (x) solely with
respect to ALC Funding, the Assignment of Account (ALC Funding) and any related agreements, (y)
solely with respect to ATI Funding, the Assignment of Account (ATI Funding) and any related
agreements, and (z) solely with respect to ATIP, the Intellectual Property Security Agreement, and
any related agreements, and (ii) the granting by each Borrower of the security interests in and
Liens upon the Collateral in each case certified by the Secretary or an Assistant Secretary of each
Borrower as of the Closing Date; and, such certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded as of the date of such certificate;



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               (d) Incumbency Certificates of Borrowers. Agent shall have received a certificate of
the Secretary, Assistant Secretary, Officer or Manager, as the case may be, of each Borrower, dated
the Closing Date, as to the incumbency and signature of the officers, managers or members, as the
case may be, of each Borrower executing this Agreement, any certificate or other documents to be
delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary,
Assistant Secretary, Officer of Manager, as the case may be;



               (e) Corporate Proceedings of Guarantors. Agent shall have received a copy of the
resolutions in form and substance reasonably satisfactory to Agent, of the Board of Directors,
Managers or Members, as the case may be, of each Guarantor authorizing (i) the execution, delivery
and performance of this Agreement, the Guaranties and any related agreements, and (ii) the granting
by each Guarantor of the security interests in and Liens upon the Collateral in each case certified
by the Secretary, Assistant Secretary, Officer or Manager, as the case may be, of each Guarantor as
of the Closing Date; and, such certificate shall state that the resolutions thereby certified have
not been amended, modified, revoked or rescinded as of the date of such certificate;



               (f) Incumbency Certificates of Guarantors. Agent shall have received a certificate of
the Secretary, Assistant Secretary, Officer or Manager, as the case may be, of each Guarantor,
dated the Closing Date, as to the incumbency and signature of the officers, managers or members, as
the case may be, of each Guarantor executing the documents to which such Guarantor is a party, any
certificate or other documents to be delivered by it pursuant hereto, together with evidence of the
incumbency of such Secretary, Assistant Secretary, Officer or Manager, as the case may be;



               (g) Certificates. Agent shall have received a copy of the Articles or Certificate of
Incorporation or Certificate of Formation of each Loan Party, as the case may be, together with all
amendments thereto, certified by the Secretary of State or other appropriate official of such
entity’s jurisdiction of incorporation or formation, as the case may be, together with copies of
the By-Laws or Operating Agreement, of each Loan Party, as the case may be, and all agreements of
each Loan Party’s shareholders or members, as the case may be, certified as accurate and complete
by the Secretary or Manager, of each Loan Party, as the case may be;



               (h) Good Standing Certificates. 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 such entity’s
jurisdiction of incorporation or formation, as the case may be;



               (i) Legal Opinion. Agent shall have received the executed legal opinions of
Kirkpatrick & Lockhart Nicholson Graham LLP, in house counsel at ATI and Stoel Rives LLP in form
and substance satisfactory to Agent which shall cover such matters incident to the transactions
contemplated by this Agreement, the Notes, and related agreements as Agent may reasonably require
and each Loan Party hereby authorizes and directs such counsel to deliver such opinions to Agent
and Lenders;



               (j) No Litigation. (i) No litigation, investigation or proceeding before or by any
arbitrator or Governmental Body shall be continuing or threatened against any Loan



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Party or against the officers or directors of any Loan Party (A) in connection with 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, have a Material
Adverse Effect; 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;




               (k) Financial Condition Certificates. Agent shall have received an executed Financial
Condition Certificate in the form of Exhibit 8.1(k);



               (l) Collateral Examination. Agent shall have completed a Collateral examination, the
results of which shall be satisfactory in form and substance to Lenders;



               (m) Fees. Agent shall have received all fees payable to Agent and Lenders on or prior
to the Closing Date pursuant to Article III hereof or the Agent’s Letter;



               (n) Projections. Agent shall have received a copy of the Projections which shall be
satisfactory in all respects to Lenders;



               (o) Insurance. Agent shall have received in form and substance satisfactory to Agent,
certified copies of Loan Parties’ casualty insurance policies, together with loss payable
endorsements on Agent’s standard form of loss payee endorsement naming Agent as lender loss payee
with respect to the Collateral, and certified copies of Loan Parties’ liability insurance policies,
together with endorsements naming Agent as an additional insured;



               (p) Payment Instructions. Agent shall have received written instructions from
Borrowers directing the application of proceeds of the initial Advances made pursuant to this
Agreement;



               (q) Blocked Accounts. Agent shall have received the duly executed Blocked Account
Agreements or other agreements establishing the Blocked Accounts or Depository Accounts with
financial institutions acceptable to Agent for the collection or servicing of the Receivables and
proceeds of the Collateral;



               (r) Consents. 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, 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;



               (s) No Adverse Material Change. (i) since June 30, 2005, there shall not have
occurred any event, condition or state of facts which could reasonably be expected to have a
Material Adverse Effect and (ii) no representations made or information supplied to Agent shall
have been proven to be inaccurate or misleading in any material respect;



               (t) Waivers and Agreements. Agent shall have received the Waivers and corresponding
landlord, mortgagee, warehouseman, consignment, processing or similar agreements reasonably
requested by and satisfactory to Agent with respect to all premises leased



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by Loan Parties or at which Inventory is located as set forth on Schedule 8.1(t)
except for those premises or locations at which less than Fifty Thousand and 00/100 Dollars
($50,000.00) of Inventory is located and except for those premises or locations for which the Agent
has instituted reserves which are reasonably satisfactory to the Agent;




               (u) Guarantees and Other Documents. Agent shall have received (i) the executed
Guarantees, and (ii) the executed Other Documents, all in form and substance satisfactory to Agent;



               (v) Intellectual Property Security Agreement. Agent shall have received in form and
substance satisfactory to Agent (i) an executed First Amendment to the Intellectual Property
Security Agreement, and (ii) all notices and powers of attorney with respect thereto;



               (w) Assignment of Account; Account Control Agreement. Agent shall have received in
form and substance satisfactory to Agent the executed Assignments of Account and Account Control
Agreements;



               (x) Closing Certificate. Agent shall have received a closing certificate signed by
the Chief Financial Officer of each Loan Party dated as of the date hereof, stating that (i) all
representations and warranties set forth in this Agreement and the Other Documents to which such
Loan Party is a party are true and correct on and as of such date, (ii) Loan Parties are on such
date in compliance with all the terms and provisions set forth in this Agreement and the Other
Documents, as the case may be, and (iii) on such date no Default or Event of Default has occurred
or is continuing;



               (y) Borrowing Base. Agent and each Lender shall have received evidence from Borrowers
that 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;



               (z) Payoff of Existing Lenders. Agent shall have received (i) from each Existing
Lender either (A) the original executed promissory note issued to such Existing Lender pursuant to
the Existing Credit Agreement or (B) if any Existing Lender fails to return such Existing Lender’s
original executed promissory note, assurances from such Existing Lender that such Existing Lender
will return such note to the Agent within a reasonable period of time after the Closing Date, and
(ii) evidence satisfactory to the Agent that the Indebtedness owed to each Existing Lender which is
not a Lender hereunder has been paid in full; and



               (aa) Other. 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.



     8.2 Conditions to Each Advance.



          The agreement of Lenders to make any Advance requested to be made on any date (including,
without limitation, the initial Advance), is subject to the satisfaction of the following
conditions precedent as of the date such Advance is made.




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               (a) Representations and Warranties. Each of the representations and warranties made
by any Loan Party in or pursuant to this Agreement and any related agreements to which it is a
party, as the case may be, 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 or any related agreement shall be true and correct in all material respects on
and as of such date as if made on and as of such 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 so long as (i) an existing
Event of Default has not occurred (A) as a result of a failure by any Borrower to pay any principal
on the Obligations when due, (B) pursuant to Sections 10.8, 10.9, 10.16 or 10.18 of this Agreement,
or (C) as a result of Liens that were created hereunder or provided for hereby or under any related
agreement on any material portion of the Collateral no longer being valid and perfected Liens
having a first priority security interest and (ii) the Required Lenders shall not have directed the
Agent to cease making further Advances. To the extent the Agent has knowledge or notice of the
occurrence of any such Default or Event of Default pursuant to Section 14.6 hereof, it shall give
prompt notice of such Advances to the Lenders. Notwithstanding anything contained in this Section
8.2(b), 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 Advances requested to be made, after giving
effect thereto, the aggregate Advances shall not exceed the maximum amount of Advances permitted
under Section 2.1 hereof.


Each request for an Advance by Borrowing Agent hereunder shall constitute a representation and
warranty by each Borrower as of the date of such Advance that the conditions contained in this
subsection shall have been satisfied.




IX. INFORMATION AS TO LOAN PARTIES.




     ATI, on behalf of itself and the other Loan Parties shall, until satisfaction in full of the
Obligations and the termination of this Agreement:



     9.1 Disclosure of Material Matters.



          Immediately upon learning thereof, report to Agent all matters materially affecting the value,
enforceability or collectibility of any portion of the Collateral including, without limitation,
any Loan Party’s reclamation or repossession of, or the return to any Loan Party of, a material
amount of goods or material claims or material disputes asserted by any Customer or other obligor.




     9.2 Schedules.



          Deliver to Agent on or before the fifteenth (15th) day of each month as and for the prior
month (a) accounts receivable agings of the Borrowers (reconciled to the general ledger), (b)
accounts payable schedules of the Borrowers (reconciled to the general ledger), (c) Inventory

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reports of the Borrowers and (d) a Borrowing Base Certificate (which shall be calculated as of
the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s
rights under this Agreement). In addition, each Loan Party will deliver to Agent at such intervals
as Agent may reasonably 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, without limitation, 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 applicable 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.




     9.3 Litigation.



          Promptly notify Agent in writing of any litigation, suit or administrative proceeding
affecting any Loan Party, whether or not the claim is covered by insurance, and of any suit or
administrative proceeding, which in any such case could reasonably be expected to have a Material
Adverse Effect.




     9.4 Material Occurrences.



          Promptly 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 would reasonably be expected to result in the acceleration of the
maturity of (i) any Indebtedness for Borrowed Money if the Undrawn Availability of the Borrowers is
less than or equal to the Required Minimum Amount or (ii) any Indebtedness for Borrowed Money that
individually, or in the aggregate is in excess of Ten Million and 00/100 Dollars ($10,000,000.00)
if the Undrawn Availability of the Borrowers exceeds the Required Minimum Amount, including the
names and addresses of the 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 have a Material Adverse Effect; in each case, to the extent
permitted by applicable law, describing the nature thereof and the action Loan Parties propose to
take with respect thereto.




     9.5 Annual Financial Statements.



          Furnish Agent within ninety (90) days after the end of each fiscal year of the Loan Parties,
financial statements of ATI and its Subsidiaries on a consolidated basis including, but

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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 Ernst & Young, LLP
or another nationally recognized independent certified public accounting firm selected by ATI and
satisfactory to Agent (the “Accountants”). In addition, the reports shall be accompanied by a
certificate of ATI’s Chief Financial Officer which shall state that, based on an examination
sufficient to permit him to make an informed statement, no Default or Event of Default exists, or,
if such is not the case, specifying such Default or Event of Default, its nature, when it occurred,
whether it is continuing and the steps being taken by such Loan Party with respect to such event,
and such certificate shall have appended thereto calculations which set forth compliance with the
requirements or restrictions imposed by Sections 6.5, 7.1, 7.3, 7.4, 7.5, 7.6, 7.11, 7.12 and 7.16
hereof. In addition, upon the reasonable request of the Agent, the Loan Parties shall provide to
the Agent the financial statements set forth above of ATI and its Subsidiaries on a consolidating
basis.




     9.6 Quarterly Financial Statements.



          Furnish Agent within forty-five (45) days after the end of each fiscal quarter, an unaudited
balance sheet of ATI and its Subsidiaries on a consolidated basis and unaudited statements of
income 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 business of the Loan Parties. The reports shall be
accompanied by a certificate signed by the Chief Financial Officer of ATI, which shall state that,
based on an examination sufficient to permit him to make an informed statement, no Default or Event
of Default exists, or, if such is not the case, specifying such Default or Event of Default, its
nature, when it occurred, whether it is continuing and the steps being taken by the Loan Parties
with respect to such default and, such certificate shall have appended thereto calculations which
set forth compliance with the requirements or restrictions imposed by Sections 6.5, 7.1, 7.3, 7.4,
7.5, 7.6, 7.11, 7.12 and 7.16 hereof. In addition, upon the reasonable request of the Agent, the
Loan Parties shall provide to the Agent the financial statements set forth above of ATI and its
Subsidiaries on a consolidating basis.




     9.7 Other Reports.



          Furnish Agent as soon as available, but in any event within ten (10) days after the filing
thereof, with copies of such financial statements, proxy statements, registration statements,
reports and returns as ATI is or may be required to file with the United States Securities Exchange
Commission or any State Securities Commission.




     9.8 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 Notes have been complied with by the Loan Parties including, without

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limitation and without the necessity of any request by Agent, (a) at least thirty (30) days
prior thereto, notice of any Loan Party’s opening of any new place of business (excluding sales
offices) or any Loan Party’s closing of any existing place of business (except sales offices), and
(b) promptly upon any Loan Party’s learning thereof, notice of any material labor dispute to which
any Loan Party may become a party, any strikes or walkouts relating to any of its plants or other
facilities which would reasonably be expected to result in a Material Adverse Effect, and the
expiration of any labor contract to which any Loan Party is a party or by which any Loan Party is
bound. In addition, at the reasonable request of the Agent, ATI shall provide to the Agent copies
of all existing environmental audits and reviews with respect to the Real Property.




     9.9 Projected Operating Budget.



          Furnish Agent, no later than December 31 of the prior fiscal year, commencing with fiscal year
2006 and each fiscal year thereafter during the Term, a quarter by quarter projected operating
budget and cash flow of ATI and its Subsidiaries on a consolidated basis for such fiscal year
(including an income statement for each quarter and a balance sheet as at the end of each fiscal
quarter), such projections to be accompanied by a certificate signed by the Chief Financial Officer
or Chief Accounting Officer of ATI to the effect that such projections are based on underlying
assumptions which provide a reasonable basis for the projections contained therein and reflect the
Loan Parties’ judgment based on known circumstances existing on the date of such projections of the
most likely set of conditions and course of action for the projected period.




     9.10 Notice of Suits, Adverse Events.



          Furnish Agent with prompt notice of (i) any lapse or other termination of any 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, (ii) any refusal by any Governmental Body or any other Person to renew
or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Loan
Party with any Governmental Body or Person, if such reports indicate any material change in the
business, operations, affairs or condition of any Loan Party, or if copies thereof are requested by
Lender, and (iv) copies of any material notices and other communications from any Governmental Body
which specifically relate to any Loan Party.




     9.11 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 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) 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

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with all communications received by any Loan Party or any member of the Controlled Group with
respect to such request, (iv) any 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 any
favorable or unfavorable determination letter from the Internal Revenue Service regarding the
qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter;
(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; (viii) any Loan Party
or any member of the Controlled Group shall fail to make a required installment or any other
required payment under Section 412 of the Code on or before the due date for such installment or
payment; (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, or (c) the PBGC has instituted or will institute proceedings under
Section 4042 of ERISA to terminate a Multiemployer Plan.




     9.12 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.




X. EVENTS OF DEFAULT.




     The occurrence of any one or more of the following events shall constitute an “Event of
Default”:



     10.1 failure by any Borrower to pay any principal or interest on the Obligations when due,
whether at maturity or by reason of acceleration pursuant to the terms of this Agreement, or by
required prepayment or failure to pay any other liabilities or make any other payment, fee or
charge provided for herein when due or in any Other Document;



     10.2 any representation or warranty made or deemed made by any Loan Party in this Agreement or
any related agreement or in any certificate, document or financial or other statement furnished at
any time in connection herewith or therewith, as the case may be, shall prove to have been
misleading in any material respect on the date when made or deemed to have been made;



     10.3 failure by any Loan Party to (i) furnish financial information required to be provided
hereunder when due or within a reasonable period after receipt of a request, or (ii) permit the
inspection of its books or records;



     10.4 issuance of a notice of Lien, levy, assessment, injunction or attachment against a
material portion of any Loan Party’s property which is not stayed or lifted within thirty (30)
days;



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     10.5 except as otherwise provided for in Sections 10.1 and 10.3, failure or neglect of any
Loan Party to perform, keep or observe any term, provision, condition, covenant herein contained
(other than those in Sections 4.6, 4.7, 4.9 or 6.3 hereof), or contained in any other agreement or
arrangement, now or hereafter entered into between any Loan Party and Agent or any Lender;



     10.6 failure or neglect of any Loan Party to perform, keep or observe any term, provision,
condition or covenant contained in Sections 4.6, 4.7, 4.9 or 6.3 hereof and such failure shall
continue for thirty (30) days from the occurrence of such failure or neglect;



     10.7 any judgment or judgments are rendered or judgment liens filed against any Loan Party for
an aggregate amount in excess of Fifty Million and 00/100 Dollars ($50,000,000.00) in excess of
available insurance (i) which within thirty (30) days of such rendering or filing is not either
appealed, satisfied, stayed or discharged of record and (ii) for which such Loan Party has
established sufficient reserves in accordance with GAAP; provided, however, if Undrawn Availability
is less than the Required Minimum Amount at the time of such judgment or judgments or would be less
than the Required Minimum Amount immediately after such judgment or judgments are satisfied, stayed
or discharged of record, such amount shall be reduced to Twenty Million and 00/100 Dollars
($20,000,000.00);



     10.8 any 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) make a general assignment for the benefit of
creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or
hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to
take advantage of any other law providing for the relief of debtors, (vi) 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 (vii) take any action for the purpose of effecting any of the
foregoing;



     10.9 any Loan Party shall admit in writing its inability, or be generally unable, to pay its
debts as they become due or cease operations of its present business;



     10.10 any change in any Loan Party’s condition or affairs (financial or otherwise) which in
Agent’s reasonable opinion has a Material Adverse Effect;



     10.11 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;



     10.12 a default of the obligations of any Loan Party under any other agreement to which it is
a party shall occur which default is not cured within any applicable grace period and which could
reasonably be expected to have a Material Adverse Effect;



     10.13 (i) if the Undrawn Availability of the Borrowers is less than or equal to the Required
Minimum Amount, any Loan Party shall (a) default in any payment of principal of or interest on any
Indebtedness for Borrowed Money beyond any period of grace with respect to such payment or (b)
default in the observance of any other covenant, term or condition contained in any agreement or
instrument pursuant to which such Indebtedness for Borrowed Money is created, secured or evidenced,
if the effect of such default is to cause the acceleration of any such



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Indebtedness for Borrowed Money (whether or not such right shall have been waived) or (ii) if
the Undrawn Availability of the Borrowers exceeds the Required Minimum Amount, any Loan Party shall
(a) default in any payment of principal of or interest on any Indebtedness for Borrowed Money that
individually, or in the aggregate, is in excess of Ten Million and 00/100 Dollars ($10,000,000.00)
beyond any period of grace with respect to such payment or (b) default in the observance of any
other covenant, term or condition contained in any agreement or instrument pursuant to which such
Indebtedness for Borrowed Money that individually, or in the aggregate, is in excess of Ten Million
and 00/100 Dollars ($10,000,000.00) is created, secured or evidenced, if the effect of such default
is to cause the acceleration of any such Indebtedness for Borrowed Money (whether or not such right
shall have been waived);




     10.14 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 attempts to
terminate, challenges the validity of, or its liability under, any such Guaranty or similar
agreement;



     10.15 any Change of Control shall occur;




     10.16 any material provision of this Agreement shall, for any reason, cease to be valid and
binding on any Loan Party, or any Loan Party shall so claim in writing to Agent or in any legal
action filed by such Loan Party against Agent or any Lender;



     10.17 (i) any Governmental Body shall (A) revoke, terminate, suspend or adversely modify any
license, permit, patent, trademark or tradename of any Loan Party which would reasonably be
expected to have a Material Adverse Effect, or (B) commence proceedings to suspend, revoke,
terminate or adversely modify any such license, permit, trademark, tradename or patent and (x) such
proceedings shall not be dismissed or discharged within sixty (60) days and (y) such suspension,
revocation, termination or modification would reasonably be expected to have a Material Adverse
Effect, or (C) schedule or conduct a hearing on the renewal of any license, permit, trademark,
tradename or patent necessary for the continuation of any Loan Party’s business and (x) the staff
of such Governmental Body issues a report recommending the termination, revocation, suspension or
material, adverse modification of such license, permit, trademark, tradename or patent and (y) such
termination, revocation, suspension or material, adverse modification would reasonably be expected
to have a Material Adverse Effect; (ii) any agreement which is necessary or material to the
operation of any Loan Party’s business shall be revoked or terminated and not replaced by a
substitute acceptable to Agent within thirty (30) days after the date of such revocation or
termination, and such revocation or termination and non-replacement would reasonably be expected to
have a Material Adverse Effect;



     10.18 any material portion of the Collateral shall be seized or taken by a Governmental Body,
or any Loan Party or the title and rights of any Loan Party shall have become the subject matter of
litigation which might, in the reasonable opinion of Agent, upon final determination, result in
material impairment or loss of the security provided by this Agreement or the Other Documents;



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     10.19 the operations of any Loan Party’s manufacturing facility are interrupted at any time
for more than thirty (30) consecutive days, which interruption would reasonably be expected to have
a Material Adverse Effect; or



     10.20 an event or condition specified in Sections 7.15 or 9.11 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 have a Material Adverse Effect.



XI. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.




     11.1 Rights and Remedies.



          Upon the occurrence and during the continuance of (i) an Event of Default pursuant to Section
10.8, all Obligations shall be immediately due and payable and this Agreement and the obligation of
Lenders to make Advances shall be deemed terminated; and, (ii) any of the other Events of Default
and at any time thereafter (such default not having previously been cured), at the option of
Required Lenders, all Obligations shall be immediately due and payable and Lenders shall have the
right to terminate this Agreement and to terminate the obligation of Lenders to make Advances and
(iii) a filing of a petition against any Loan Party in any involuntary case under any state or
federal bankruptcy laws, the obligation of Lenders to make Advances hereunder shall be terminated
other than as may be required by an appropriate order of the bankruptcy court having jurisdiction
over any Loan Party. Upon the occurrence and during the continuance of any Event of Default, Agent
shall have the right to exercise any and all other rights and remedies provided for herein, under
the Uniform Commercial Code and at law or equity generally, including, without limitation, the
right to foreclose the security interests granted herein and to realize upon any Collateral by any
available judicial procedure and/or to take, to the extent permitted by applicable law, 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 the 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 decline speedily in value or is of a type customarily sold on a recognized market,
Agent shall give the Loan Parties reasonable notification of such sale or sales, it being agreed
that in all events written notice mailed to the Loan Parties at least five (5) days prior to such
sale or sales is reasonable notification. At any public sale Agent or any Lender may 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 such right and equity are hereby expressly waived and
released by each Loan Party. In connection with the exercise of the foregoing remedies, Agent is
granted permission to use all of each Loan Party’s trademarks, trade styles, trade names, patents,
patent applications,

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licenses, franchises and other proprietary rights which are used in connection with (a)
Inventory for the purpose of disposing of such Inventory and (b) Equipment for the purpose of
completing the manufacture of unfinished goods. The proceeds realized from the sale of any
Collateral shall be applied as follows: first, to the reasonable costs, expenses and attorneys’
fees and expenses incurred by Agent for collection and for acquisition, completion, protection,
removal, storage, sale and delivery of the Collateral; second, to interest due upon any of the
Obligations and any fees payable under this Agreement; and, third, to the principal of the
Obligations. If any deficiency shall arise, Borrowers shall remain liable to Agent and Lenders
therefor.




     11.2 Reserved.



     11.3 Setoff.



          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, including any branch,
Subsidiary or Affiliate of Agent or such Lender, shall have a right to apply any Loan Party’s
property held by Agent, such Lender, such branch, Subsidiary or Affiliate to reduce the
Obligations.




     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 right 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 the Agent
on account of the Obligations or any other amounts outstanding under any of the Other Documents or
in respect of the Collateral shall be paid over or delivered as follows:




     FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without
limitation, reasonable attorneys’ fees) of the Agent in connection with enforcing the rights of the
Lenders under this Agreement and the Other Documents and any protective advances made by the Agent
with respect to the Collateral under or pursuant to the terms of this Agreement;



     SECOND, to payment of any fees owed to the Agent;



     THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without
limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its
rights under this Agreement and the Other Documents or otherwise with respect to the Obligations
owing to such Lender;



     FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest
arising under or pursuant to this Agreement or the Other Documents;



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     FIFTH, to the payment of the outstanding principal amount of the Obligations constituting
Advances (including the payment or cash collateralization of the outstanding Dollar Equivalent
amount of Letters of Credit) and the payment of Priority Lender Hedging Obligations;



     SIXTH, to all other Obligations (including the payment of Second Priority Lender Hedging
Obligations) and other obligations which shall have become due and payable under the Other
Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above;



     SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive
such surplus.


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 held by such Lender bears to the
aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses
“THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available
for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn Dollar
Equivalent amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a
cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any
drawings under such Letters of Credit and (B) then, following the expiration of all Letters of
Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the
manner provided 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.




     12.3 Jury Waiver.



          EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION

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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 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, 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 August 4, 2010 (the “Term”)
unless sooner terminated as herein provided. The Loan Parties may terminate this Agreement at any
time upon thirty (30) days’ prior written notice upon payment in full of the Obligations.




     13.2 Termination.



          The termination of this Agreement shall not affect any Loan Party’s, Agent’s or any Lender’s
rights, or any of the Obligations having their inception prior to the effective date of such
termination, and the provisions hereof shall continue to be fully operative until all transactions
entered into, rights or interests created or Obligations have been fully 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 Loan Party have been
paid or 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 Borrower, 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 paid in full in immediately available funds. All representations, warranties,
covenants, waivers and agreements contained herein shall survive termination hereof until all
Obligations are paid or performed in full. Without limitation, all indemnification obligations
contained herein shall survive the termination hereof and payment in full of the Obligations.




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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
described in the Agent’s Letter), charges and collections (without giving effect to any collection
days) 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 without limitation, 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 the Required Lenders, and such instructions shall be binding; provided,
however, that Agent shall not be required to take any action which 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.



          (a) 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, 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, as the
case may be, 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 Borrower
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 Borrowers 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 except as expressly set forth herein.




          (b) The parties hereto acknowledge and agree that no Person shall have, solely by reason of
its designation as a documentation agent, any power, duty, responsibility or liability whatsoever
under this Agreement or any of the Other Documents.




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     14.3 Lack of Reliance on Agent and Resignation.



          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 Loan Party 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 Loan Party. 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, collectibility 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 Note, the Other Documents or the
financial condition of any Loan Party, or the existence of any Event of Default or any Default.




     Agent may resign on sixty (60) days’ written notice to each of Lenders and Borrowing Agent and
upon such resignation, the Required Lenders will promptly designate a successor Agent reasonably
satisfactory to the Loan Parties.



     Any such successor Agent shall succeed to the rights, powers and duties of Agent, 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. After any Agent’s resignation as Agent, the provisions of this
Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement.



     14.4 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 the 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 the Required Lenders.




     14.5 Reliance.



          Agent shall be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, statement, certificate, 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,

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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.




     14.6 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 a Loan Party 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 the 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.




     14.7 Indemnification.



          To the extent Agent is not reimbursed and indemnified by the Loan Parties, each Lender will
reimburse and indemnify Agent in proportion to its respective portion of the Advances (or, if no
Advances are outstanding, according to its Commitment Percentage), 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.




     14.8 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.




     14.9 Delivery of Documents.



          To the extent Agent receives financial statements required under Sections 9.5, 9.6, 9.7 and
9.9 and a Borrowing Base Certificate from the Borrowing Agent pursuant to the terms of this
Agreement, Agent will promptly furnish such documents and information to Lenders.




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     14.10 Borrowers’ Undertaking to Agent.



          Without prejudice to their respective obligations to Lenders under the other provisions of
this Agreement, each Borrower 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 Borrower’s obligations to
make payments for the account of Lenders or the relevant one or more of them pursuant to this
Agreement.




     14.11 No Reliance on Agent’s Customer Identification Program.



          Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates,
participants or assignees, may rely on the Agent to carry out such Lender’s, Affiliate’s,
participant’s or assignee’s customer identification program, or other obligations required or
imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”),
or any other Anti-Terrorism Law, including any programs involving any of the following items
relating to or in connection with any of the Loan Parties, their Affiliates or their agents, this
Agreement, the Other Documents or the transactions hereunder or contemplated hereby: (1) any
identity verification procedures, (2) any record keeping, (3) comparisons with government lists,
(4) customer notices or (5) other procedures required under the CIP Regulations or such other laws.




XV. BORROWING AGENCY.




     15.1 Borrowing Agency Provisions.



               (a) Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent
and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments,
documents, writings and further assurances now or hereafter required hereunder, on behalf of such
Borrower or Borrowers, 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 Borrowers and at their
request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. To
induce Agent and Lenders to do so and in consideration thereof, each Borrower 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 Borrowers 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.



               (c) All Obligations shall be joint and several (provided that the obligations of the Loan
Parties other than ATI shall not be considered to guarantee or otherwise



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secure the obligations of ATI hereunder or under any Guaranty executed by ATI), and each
Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and
such obligation and liability on the part of each Borrower shall in no way be affected by any
extensions, renewals and forbearance granted to Agent or any Lender to any Borrower, failure of
Agent or any Lender to give any Borrower 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 Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by
prior recourse by Agent or any Lender to the other Borrowers or any Collateral for such Borrower’s
Obligations or the lack thereof. Each Borrower waives all suretyship defenses.




     15.2 Waiver of Subrogation.



          Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity,
exoneration, contribution or any other claim which such Borrower may now or hereafter have against
the other Borrowers or other Person directly or contingently liable for the Obligations hereunder,
or against or with respect to the other Borrowers’ 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.




XVI. MISCELLANEOUS.




     16.1 Governing Law.



          This Agreement 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 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 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 mails of the
United States of America, or, at the Agent’s and/or any Lender’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. 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

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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 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. 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) The Required Lenders, Agent with the consent in writing of the Required Lenders, and the
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 the 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, without the consent of all Lenders:



                    (i) increase the Commitment Percentage or maximum dollar commitment of any Lender or increase
the Maximum Revolving Advance Amount other than pursuant to the provisions of Section 2.25 hereof.



                    (ii) extend the maturity of any Note or the due date for any amount payable hereunder, or
decrease the rate of interest or reduce any fee payable by Borrowers to Lenders pursuant to this
Agreement.



                    (iii) alter the definition of the term Required Lenders or alter, amend or modify this Section
16.2(b).



                    (iv) release any Collateral during any calendar year (other than in accordance with the
provisions of this Agreement) having an aggregate value in excess of Ten Million and 00/100 Dollars
($10,000,000.00).



                    (v) change the rights and duties of Agent.



                    (vi) permit any Revolving Advance to be made if after giving effect thereto the sum of the
Revolving Advances outstanding and the Dollar Equivalent amount of Letters of Credit outstanding
hereunder would exceed (x) the Maximum Revolving Advance



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Amount or (y) the Formula Amount for more than thirty (30) consecutive Business Days or exceed
one hundred and five percent (105%) of the Formula Amount.




                    (vii) increase the Advance Rates above the Advance Rates in effect on the Closing Date.



                    (viii) release any Loan Party from the Obligations under this Agreement, the applicable
Guaranty, if any, or any Other Document.



                    (ix) alter, amend or modify Section 11.5 hereof.


Any such supplemental agreement shall apply equally to each Lender and shall be binding upon the
Loan Parties, Lenders and Agent and all future holders of the Obligations. In the case of any
waiver, the 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.




     In the event that Agent requests the consent of a Lender pursuant to this Section 16.2 and
such consent is denied, then PNC may, at its option, require such Lender to assign its interest in
the Advances to PNC or to another Lender or to any other Person designated by the Agent (the
“Designated Lender”), for a price equal to the then outstanding principal amount thereof plus
accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when
collected from Borrowers. In the event PNC elects to require any Lender to assign its interest to
PNC or to the Designated Lender, PNC 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 PNC 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, PNC or the Designated Lender, as
appropriate, and Agent.



     Notwithstanding (a) the existence of a Default or an Event of Default, (b) that any of the
other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or
(c) any other provision of this Loan Agreement, Agent may at its discretion and without the consent
of the Required Lenders, voluntarily permit the outstanding Revolving Advances and the Dollar
Equivalent amount of Letters of Credit outstanding at any time to exceed one hundred and five
percent (105%) of the Formula Amount for up to thirty (30) consecutive Business Days provided that
such outstanding Advances do not exceed the Maximum Revolving Advance Amount. For purposes of the
preceding sentence, 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 five percent (5%), Agent shall use its efforts to have Borrowers
decrease such excess in as expeditious a manner as is practicable under



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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.




     In addition to (and not in substitution of) the discretionary Revolving Advances permitted
above in this Section 16.2, the Agent is hereby authorized by the Loan Parties and the Lenders,
from time to time in the Agent’s sole discretion, (a) after the occurrence and during the
continuation of a Default or an Event of Default, or (b) at any time that any of the other
applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied, to make
Revolving Advances to the Borrowers on behalf of the Lenders which the Agent, in its reasonable
business judgment, deems necessary or desirable (i) to preserve or protect the Collateral, or any
portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the
Advances and other Obligations, or (iii) to pay any other amount chargeable to the Borrowers
pursuant to the terms of this Agreement; provided, that at any time after giving
effect to any such Revolving Advances, the outstanding Revolving Advances and the Dollar Equivalent
amount of Letters of Credit outstanding do not exceed one hundred five percent (105%) of the
Formula Amount or the Maximum Revolving Advance Amount.



     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 financial institutions (each such transferee or purchaser of a participating interest, a
“Transferee”). Each Transferee may exercise all rights of payment (including without limitation
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 Transferee were the direct holder thereof provided that
Borrowers shall not be required to pay to any Transferee 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 Transferee had such Lender retained such interest in the Advances
hereunder or other Obligations payable hereunder and in no event shall Borrowers 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 Transferee. Each Loan Party hereby
grants to any Transferee a continuing security interest in any deposits, moneys or other property
actually or constructively held by such Transferee as security for the Transferee’s interest in the
Advances.



               (c) Any Lender may with the consent of (i) Agent which shall not be unreasonably withheld or
delayed, and (ii) so long as no Default or Event of Default has occurred and is continuing, solely
with respect to a sale, assignment or transfer to a “foreign person” as defined in §1.1441-1(c)(2)
of the Regulations, the Borrowers, sell, assign or transfer all or any part of its rights under
this Agreement and the Other Documents to one or more additional banks or financial institutions
and one or more additional banks or financial



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institutions 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; provided that (i) no such consent of the Agent shall be required
in the case of a sale, assignment or transfer by a Lender to an Affiliate of such Lender, and (ii)
no such minimum amount shall be applicable with respect to a sale, transfer or assignment from one
Lender to another Lender or with respect to a sale, transfer or assignment of a Lender’s entire
commitment. 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 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 such Purchasing Lender and the resulting adjustment of the 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. The Loan
Parties hereby consent to the addition of such Purchasing Lender and the resulting adjustment of
the 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. The Loan Parties shall execute and deliver such further documents and do such further
acts and things in order to effectuate the foregoing.




               (d) Notwithstanding any other provision in this Agreement, any Lender may at any time pledge
all or a portion of its rights under this Agreement, its Note and the Other Documents to any of the
twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C.
§341 without notice to or consent of the Borrowers or the Agent. No such pledge or enforcement
thereof shall release the transferor Lender of its obligations hereunder or under any Other
Document.



               (e) Agent shall maintain at its address a copy of each Commitment Transfer Supplement
delivered to it and a register (the “Register”) for the recordation of the names and addresses of
the Advances owing to each Lender from time to time. The entries in the Register shall be
conclusive, in the absence of demonstrable error, and Borrowers, 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 Borrowers or any
Lender at any reasonable time and from time to time upon reasonable 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 upon the effective date of each transfer or assignment to such
Purchasing Lender; provided that no such fee shall be payable if the Purchasing Lender is an
Affiliate of the transferor Lender.



               (f) Each Loan Party authorizes each Lender to disclose to any Transferee or Purchasing Lender
and any prospective Transferee or Purchasing Lender any and all financial information in such
Lender’s possession concerning such Loan Party which has been



99









 




delivered to such Lender by or on behalf of such Loan Party pursuant to this Agreement or in
connection with such Lender’s credit evaluation of such Loan Party provided that such Lender first
obtain a confidentiality agreement from such prospective Transferee or Purchasing Lender.




     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 indemnify Agent, each Lender and each of their respective officers,
directors, Affiliates, employees and agents from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any
kind or nature whatsoever (including, without limitation, fees and disbursements of counsel) which
may be imposed on, incurred by, or asserted against Agent or any Lender in any litigation,
proceeding or investigation instituted or conducted by any governmental agency 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, except to the extent that any of the foregoing arises out of the gross
negligence or willful misconduct of the party being indemnified.




     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 Loan
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 site
on the World Wide Web (a “Website Posting”) if Notice of such Website 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:




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



               (b) If given by mail, four 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, a Website 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;



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



               (f) In the case of a Website 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.



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



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(A)
	 	If to Agent or PNC at:
	 	PNC Bank, National Association

One PNC Plaza

249 Fifth Avenue, 6th Floor

Pittsburgh, Pennsylvania 15222

Attention: Eric Moore

Telephone: (412) 768-1332

Telecopier: (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: Rini Davis

Telephone: (412) 762-7638

Telecopier: (412) 762-8672
	 	 	 	 






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	 	 	 	and a copy to:
	 	Thorp Reed & Armstrong LLP

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.
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	(C)	 	If to Borrowing Agent or	 	 	 	 	 	 
	 

	 	 
	 	any Loan Party, at:
	 	Allegheny Technologies Incorporated

1000 Six PPG Place

Pittsburgh, Pennsylvania 15222

Attention: Dale G. Reid

Telephone: (412) 395-3057

Telecopier: (412) 395-3051	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	with a copy to:
	 	Allegheny Technologies Incorporated

1000 Six PPG Place

Pittsburgh, Pennsylvania 15222

Attention: Jon D. Walton

Telephone: (412) 394-2836

Telecopier: (412) 394-2837	 	 	 	 






     16.7 Survival.



          The obligations of the Loan Parties under Sections 2.2(f), 3.7, 3.8, 3.9, 4.18(g), 14.7 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 or regulations, 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.



          All costs and expenses including, without limitation, reasonable attorneys’ fees (including
the allocated costs of in house counsel) and disbursements incurred by Agent on its behalf or on
behalf of Lenders (a) in all efforts made to enforce payment of any Obligation or effect collection
of any Collateral, or (b) in connection with the entering into, modification, amendment,
administration and enforcement of this Agreement or any consents or waivers hereunder and all
related agreements, documents and instruments, or (c) in instituting, maintaining, preserving,
enforcing and foreclosing on Agent’s security interest in or Lien on any

102











 







of the Collateral, whether through judicial proceedings or otherwise, or (d) in defending or
prosecuting any actions or proceedings arising out of or relating to Agent’s or any Lender’s
transactions with any Loan Party, or (e) in connection with any advice given to Agent or any Lender
with respect to its rights and obligations under this Agreement and all related agreements, may be
charged to Borrowers’ Account and shall be part of the Obligations.




     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, any remedy at law may prove
to be inadequate relief to Lenders; therefore, 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 for any special, incidental, consequential or punitive damages arising from any
breach of contract, tort or other wrong relating to the establishment, administration or collection
of the Obligations.




     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; Telecopied 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 transmission 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.



               (a) 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



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to any prospective Transferees and Purchasing Lenders, 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 or court order, Agent,
each Lender and each Transferee shall use its 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.




               (b) 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 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 Section
16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the
other Obligations and the termination of the Loan Agreement.



     16.16 Tax Withholding Clause.



          Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of
the United States of America or a state thereof (and, upon the written request of the Agent, each
other Lender or assignee or participant of a Lender) agrees that it will deliver to each of the
Borrowing Agent and the Agent two (2) duly completed appropriate valid Withholding Certificates (as
defined under § 1.1441-1(c)(16) of the Income Tax Regulations (the “Regulations”)) certifying its
status (i.e. U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption
from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the
Internal Revenue Code. The term “Withholding Certificate” means a Form W-9; a Form W-8BEN; a Form
W-8ECI; a Form W-8IMY and the related statements and certifications as required under §
1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the
Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify
or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender,
assignee or participant required to deliver to the Borrowing Agent and the Agent a Withholding
Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as
follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid
Withholding Certificate at least five (5) Business Days prior to the first date on which any
interest or fees are payable by the Borrowers hereunder for the account of such Lender; (B) each
assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business
Days before the effective date of such assignment or participation (unless the Agent in its sole
discretion shall permit such assignee or participant to deliver such valid Withholding Certificate
less than five (5) Business Days before such date in which case it shall be due on the date
specified by the Agent). Each Lender,





104










 





assignee or participant which so delivers a valid Withholding Certificate further undertakes
to deliver to each of the Borrowing Agent and the Agent two (2) additional copies of such
Withholding Certificate (or a successor form) on or before the date that such Withholding
Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in
the most recent Withholding Certificate so delivered by it, and such amendments thereto or
extensions or renewals thereof as may be reasonably requested by the Borrowing Agent or the Agent.
Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption
from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income
taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under
the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the
Regulations. Further, the Agent is indemnified under § 1.1461-1(e) of the Regulations against any
claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax
it deducts and withholds in accordance with regulations under § 1441 of the Code.




     16.17 Publicity.



          Each Loan Party and each Lender hereby authorizes Agent and each Co-Lead Arranger to make
appropriate announcements of the financial arrangement entered into among Loan Parties, Agent and
Lenders, including, without limitation, announcements which are commonly known as tombstones, in
such publications and to such selected parties as Agent and each Co-Lead Arranger shall in their
sole and absolute discretion deem appropriate.




     16.18 USA Patriot Act.



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




     16.19 Amendment and Restatement.



          This Agreement amends and restates in its entirety the Existing Credit Agreement and upon the
effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall,
subject to this Section 16.19, be superseded hereby. All references to the “Credit Agreement”
contained in the Other Documents delivered in connection with the Existing Credit Agreement or this
Agreement shall, and shall be deemed to, refer to this Agreement. Notwithstanding the amendment
and restatement of the Existing Credit Agreement by this Agreement, the Obligations of the
Borrowers and the other Loan Parties outstanding under the Existing Credit Agreement and the Other
Documents as of the Closing Date shall remain outstanding and shall constitute continuing
Obligations and shall continue as such to be secured





105









 







by the Collateral. Such Obligations shall in all respects be continuing and this Agreement
shall not be deemed to evidence or result in a novation or repayment and reborrowing of such
Obligations. The Liens securing payment of the Obligations under the Existing Credit Agreement, as
amended and restated in the form of this Agreement, shall in all respects be continuing, securing
the payment of all Obligations.




[INTENTIONALLY LEFT BLANK]




106









 





     Each of the parties has signed this Agreement as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Borrowers:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Oregon Metallurgical Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	530
34th Avenue SE	 	 
	 

	 	 	 	 	 	 	 	 	 	Albany, OR 97321	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Allegheny Ludlum Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President	 	 
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	1000 Six PPG Place	 	 
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	ATI Properties, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary W. Snyder	 	 	 	By:	 	/s/ Patrick J. Viccaro	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	Mary W. Snyder	 	 	 	 	 	Patrick J. Viccaro, Vice President	 	 
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	1600 N.E. Old Salem Road	 	 
	 

	 	 	 	 	 	 	 	 	 	P.O. Box 460	 	 
	 

	 	 	 	 	 	 	 	 	 	Albany, OR 97321	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	TDY Industries, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President	 	 
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	1000 Six PPG Place	 	 
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	ALC Funding Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	801 West Street, 2nd Floor
	 

	 	 	 	 	 	 	 	 	 	Wilmington, DE 19801-1545
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Jessop Steel Company
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	1000 Six PPG Place
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Jewel Acquisition, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	1200 Midland Avenues
	 

	 	 	 	 	 	 	 	 	 	Midland, PA 15090
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	ATI Funding Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	801 West Street, 2nd Street
	 

	 	 	 	 	 	 	 	 	 	Wilmington, DE 19801-1545
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Jessop Steel Acquisition, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	1000 Six PPG Place
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Guarantors:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Allegheny Technologies Incorporated	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1000 Six PPG Place	 	 
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	TDY Holdings, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, President	 	 
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	801 West Street	 	 
	 

	 	 	 	 	 	 	 	 	 	Wilmington, DE 19801	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	International Hearth Melting, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Oregon Metallurgical Corporation	 	 
	By:

	 	/s/ Mary Beth Luksik	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Title:	 	Assistant Secretary	 	 	 	 	 	Dale G. Reid, Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1600 Old Salem Road	 	 
	 

	 	 	 	 	 	 	 	 	 	Albany, OR 97321	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Rome Metals, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President	 	 
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	Rt. 288, West New Castle Street	 	 
	 

	 	 	 	 	 	 	 	 	 	Zelienople, PA 16063	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	TI Oregon, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	530 34th Avenue SE
	 

	 	 	 	 	 	 	 	 	 	Albany, OR 97321
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Titanium Wire Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	235 Industrial Park Road
	 

	 	 	 	 	 	 	 	 	 	Frackville, PA 17931
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	ATI Canada Holdings, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1000 Six PPG Place
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Allegheny Technologies International, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1000 Six PPG Place
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	AII Acquisition Corp.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1000 Six PPG Place
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479







 









 








	 	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	AII Investment Corp.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	801 West Street,
2nd Floor
	 

	 	 	 	 	 	 	 	 	 	Wilmington, DE 19801-1545
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	Environmental, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1000 Six PPG Place
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	AII Acquisition Holdings, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Mary Beth Luksik	 	 	 	By:	 	/s/ Dale G. Reid
	 	 	 	 	 	 	 	 	 
	Name:	 	Mary Beth Luksik	 	 	 	 	 	Dale G. Reid, Vice President
	Title:

	 	Assistant Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1000 Six PPG Place
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222-5479






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Agent and Lenders:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PNC Bank, National
Association, as Lender 

and as Agent
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Eric L. Moore
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Eric L. Moore
	 	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	249 Fifth Avenue,
6th Floor
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 10.76923077%






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	JPMorgan Chase Bank, N.A.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ James H.
Ramage
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	James H. Ramage
	 	 	 	 	 	 	Title:	 	Managing Director
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	270 Park Avenue, Floor 4
	 

	 	 	 	 	 	 	 	 	 	New York, NY 10017
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 10.769230769%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Wachovia Bank, National Association
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Thomas A. Martin
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Thomas A. Martin
	 	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1133 Sixth Avenue
	 

	 	 	 	 	 	 	 	 	 	New York, NY 10036
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 8.076923077%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bank of America, N.A.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Robert Anchundia
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Robert Anchundia
	 	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	Mid Atlantic Group
	 

	 	 	 	 	 	 	 	 	 	335 Madison Avenue,
6th Floor
	 

	 	 	 	 	 	 	 	 	 	New York, NY 10017
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 8.076923077%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GMAC Commercial Finance, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Harvey Winter
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Harvey Winter
	 	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1290 Avenue of the Americas
	 

	 	 	 	 	 	 	 	 	 	New York, NY 10104
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 6.923076923%






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Wells Fargo Foothill, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Dennis King
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Dennis King
	 	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	2450 Colorado Avenue
	 

	 	 	 	 	 	 	 	 	 	Suite 3000 West
	 

	 	 	 	 	 	 	 	 	 	Santa Monica, CA 90404
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 8.076923077%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Mellon Bank, N.A.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ G.L. Ashley, SVP for RJM Jr.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Robert J. Mitchell, Jr.
	 	 	 	 	 	 	Title:	 	First Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	500 Grant Street
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15258-0001
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 5.846153846%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	General Electric Capital Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Brian Deck
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Brian Deck
	 	 	 	 	 	 	Title:	 	Duly Authorized Signatory
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	500 West Monroe Street,
12th Floor
	 

	 	 	 	 	 	 	 	 	 	Chicago, IL 60661
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 8.076923077%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Citicorp USA, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Raymond G. Dunning
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Raymond G. Dunning
	 	 	 	 	 	 	Title:	 	Managing Director
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	399 Park Avenue
	 

	 	 	 	 	 	 	 	 	 	New York, NY 10043
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 8.076923077%






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bank of Tokyo-Mitsubishi Trust Company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ K. Ossolinski
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	K. Ossolinski
	 	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1251 Avenue of the Americas
	 

	 	 	 	 	 	 	 	 	 	New York, NY 10020-1104
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 5.846153846%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	National City Business Credit, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Anthony Alexander
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Anthony Alexander
	 	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1965 East Sixth Street
	 

	 	 	 	 	 	 	 	 	 	4th Floor
	 

	 	 	 	 	 	 	 	 	 	Cleveland, OH 44114
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 8.076923077%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Webster Business Credit Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Joseph A. Ciciola
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Joseph A. Ciciola
	 	 	 	 	 	 	Title:	 	Assistant Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1 State Street, 7th Floor
	 

	 	 	 	 	 	 	 	 	 	New York, NY 10004
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 3.692307692%






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LaSalle Bank National Association
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Philip R. Medsger
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Philip R. Medsger
	 	 	 	 	 	 	Title:	 	First Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	210 Sixth Avenue, Suite 3620
	 

	 	 	 	 	 	 	 	 	 	Pittsburgh, PA 15222
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 3.076923077%
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	The Bank of New York
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Kevin Higgins
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Kevin Higgins
	 	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	 	 	1 Wall Street
	 

	 	 	 	 	 	 	 	 	 	New York, NY 10286
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment Percentage: 4.615384615%






 









 






List of Exhibits and Schedules




	 	 	 
	Exhibits:	 	 
	Exhibit 2.1(a)

	 	Revolving Credit Note
	 
	 	 
	Exhibit 8.1(k)

	 	Financial Condition Certificate
	 
	 	 
	Exhibit 16.3

	 	Commitment Transfer Supplement
	 
	 	 
	Exhibit A

	 	Borrowing Base Certificate
	 
	 	 
	Exhibit B

	 	Blocked Account Agreements






	 	 	 
	Schedules:	 	 
	Schedule 1.2(a)

	 	Pension Plans
	 
	 	 
	Schedule 1.2(b)

	 	Liens
	 
	 	 
	Schedule 2.9

	 	Existing Letters of Credit
	 
	 	 
	Schedule 4.5

	 	Inventory Locations
	 
	 	 
	Schedule 4.15(c)

	 	Location of Executive Offices
	 
	 	 
	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
	 
	 	 
	Schedule 5.8(b)

	 	Litigation
	 
	 	 
	Schedule 5.8(d)

	 	Plans
	 
	 	 
	Schedule 5.9

	 	Intellectual Property
	 
	 	 
	Schedule 5.10

	 	Licenses and Permits
	 
	 	 
	Schedule 5.13

	 	Burdensome Restrictions
	 
	 	 
	Schedule 5.14

	 	Labor Disputes
	 
	 	 
	Schedule 5.18

	 	Hedging Contracts
	 
	 	 
	Schedule 5.21

	 	Business and Property of Loan Parties
	 
	 	 
	Schedule 7.3

	 	Guarantees
	 
	 	 
	Schedule 7.4

	 	Investments
	 
	 	 
	Schedule 7.8

	 	Indebtedness
	 
	 	 
	Schedule 7.10

	 	Transactions with Affiliates
	 
	 	 
	Schedule 8.1(t)

	 	Inventory Locations (Waivers and Agreements)






 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	I.	 	DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 

	 	1.1
	 	Accounting Terms
	 	 2

	 

	 	1.2
	 	General Terms
	 	 2

	 

	 	1.3
	 	Uniform Commercial Code Terms
	 	26

	 

	 	1.4
	 	Certain Matters of Construction
	 	26

	 
	 	 	 	 	 	 	 	 
	II.	 	ADVANCES, PAYMENTS	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 

	 	2.1
	 	Revolving Advances
	 	26

	 

	 	2.2
	 	Procedure for Borrowing Advances
	 	27

	 

	 	2.3
	 	Disbursement of Advance Proceeds
	 	29

	 

	 	2.4
	 	Maximum Advances
	 	30

	 

	 	2.5
	 	Repayment of Advances
	 	30

	 

	 	2.6
	 	Repayment of Excess Advances
	 	30

	 

	 	2.7
	 	Statement of Account
	 	31

	 

	 	2.8
	 	Letters of Credit
	 	31

	 

	 	2.9
	 	Issuance of Letters of Credit
	 	31

	 

	 	2.10
	 	Requirements For Issuance of Letters of Credit
	 	32

	 

	 	2.11
	 	Disbursements, Reimbursement
	 	33

	 

	 	2.12
	 	Repayment of Participation Advances
	 	34

	 

	 	2.13
	 	Documentation
	 	34

	 

	 	2.14
	 	Determinations to Honor Drawing Requests
	 	35

	 

	 	2.15
	 	Nature of Participation and Reimbursement
Obligations
	 	35

	 

	 	2.16
	 	Indemnity
	 	36

	 

	 	2.17
	 	Liability for Acts and Omissions
	 	37

	 

	 	2.18
	 	Additional Payments
	 	38

	 

	 	2.19
	 	Manner of Borrowing and Payment
	 	38

	 

	 	2.20
	 	Periodic Computations of Dollar Equivalent Amounts of
Outstanding Letters of Credit; Requests for Additional
Optional Currencies
	 	40

	 

	 	2.21
	 	Use of Proceeds
	 	40

	 

	 	2.22
	 	Defaulting Lender
	 	40

	 

	 	2.23
	 	Currency Fluctuations
	 	41

	 

	 	2.24
	 	Judgment Currency
	 	41

	 

	 	2.25
	 	Increase of Maximum Revolving Advance Amount
	 	42

	 
	 	 	 	 	 	 	 	 
	III.	 	INTEREST AND FEES	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	 

	 	3.1
	 	Interest
	 	43

	 

	 	3.2
	 	Letter of Credit Fees
	 	44

	 

	 	3.3
	 	Commitment Fee
	 	45

	 

	 	3.4
	 	Reserved
	 	46

	 

	 	3.5
	 	Computation of Interest and Fees
	 	46

	 

	 	3.6
	 	Maximum Charges
	 	46

	 

	 	3.7
	 	Increased Costs
	 	46

	 

	 	3.8
	 	Basis For Determining Interest Rate Inadequate or
Unfair
	 	47

	 

	 	3.9
	 	Capital Adequacy
	 	47







 









 






	 	 	 	 	 	 	 	 	 
	 

	 	3.10
	 	Other Considerations
	 	48

	 
	 	 	 	 	 	 	 	 
	IV.	 	COLLATERAL: GENERAL TERMS	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	 

	 	4.1
	 	Security Interest in the Collateral
	 	48

	 

	 	4.2
	 	Perfection of Security Interest
	 	49

	 

	 	4.3
	 	Disposition of Collateral
	 	49

	 

	 	4.4
	 	Preservation of Collateral
	 	49

	 

	 	4.5
	 	Ownership of Collateral
	 	50

	 

	 	4.6
	 	Defense of Agent’s and Lenders’ Interests
	 	50

	 

	 	4.7
	 	Books and Records
	 	51

	 

	 	4.8
	 	Financial Disclosure
	 	51

	 

	 	4.9
	 	Compliance with Laws
	 	51

	 

	 	4.10
	 	Inspection of Premises
	 	52

	 

	 	4.11
	 	Insurance
	 	52

	 

	 	4.12
	 	Failure to Pay Insurance
	 	54

	 

	 	4.13
	 	Payment of Taxes
	 	54

	 

	 	4.14
	 	Payment of Leasehold Obligations
	 	54

	 

	 	4.15
	 	Receivables
	 	55

	 

	 	4.16
	 	Maintenance of Equipment
	 	58

	 

	 	4.17
	 	Exculpation of Liability
	 	58

	 

	 	4.18
	 	Environmental Matters
	 	58

	 

	 	4.19
	 	Financing Statements
	 	60

	 
	 	 	 	 	 	 	 	 
	V.	 	REPRESENTATIONS AND WARRANTIES	 	 	60	 
	 
	 	 	 	 	 	 	 	 
	 

	 	5.1
	 	Authority
	 	60

	 

	 	5.2
	 	Formation and Qualification
	 	60

	 

	 	5.3
	 	Survival of Representations and Warranties
	 	61

	 

	 	5.4
	 	Tax Returns
	 	61

	 

	 	5.5
	 	Financial Statements
	 	61

	 

	 	5.6
	 	Corporate Name
	 	62

	 

	 	5.7
	 	O.S.H.A. and Environmental Compliance
	 	62

	 

	 	5.8
	 	Solvency; No Litigation, Violation, Indebtedness
or Default
	 	62

	 

	 	5.9
	 	Patents, Trademarks and Copyrights
	 	64

	 

	 	5.10
	 	Licenses and Permits
	 	64

	 

	 	5.11
	 	Default of Indebtedness
	 	64

	 

	 	5.12
	 	No Default
	 	64

	 

	 	5.13
	 	No Burdensome Restrictions
	 	65

	 

	 	5.14
	 	No Labor Disputes
	 	65

	 

	 	5.15
	 	Margin Regulations
	 	65

	 

	 	5.16
	 	Investment Company Act
	 	65

	 

	 	5.17
	 	Disclosure
	 	65

	 

	 	5.18
	 	Hedging Contracts
	 	65

	 

	 	5.19
	 	Conflicting Agreements
	 	66

	 

	 	5.20
	 	Application of Certain Laws and Regulations
	 	66

	 

	 	5.21
	 	Business and Property of Loan Parties
	 	66

	 

	 	5.22
	 	Section 20 Subsidiaries
	 	66

	 

	 	5.23
	 	Anti Terrorism Laws
	 	66







-ii-









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	VI.	 	AFFIRMATIVE COVENANTS	 	 	67	 
	 
	 	 	 	 	 	 	 	 
	 

	 	6.1
	 	Payment of Fees
	 	67

	 

	 	6.2
	 	Conduct of Business and Maintenance of Existence
and Assets
	 	67

	 

	 	6.3
	 	Violations
	 	68

	 

	 	6.4
	 	Government Receivables
	 	68

	 

	 	6.5
	 	Fixed Charge Coverage Ratio; Undrawn
Availability
	 	68

	 

	 	6.6
	 	Execution of Supplemental Instruments
	 	68

	 

	 	6.7
	 	Payment of Indebtedness
	 	68

	 

	 	6.8
	 	Standards of Financial Statements
	 	69

	 

	 	6.9
	 	Anti Terrorism Laws
	 	69

	 
	 	 	 	 	 	 	 	 
	VII.	 	NEGATIVE COVENANTS	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.1	 	Merger, Consolidation, Acquisition and Sale of Assets
	 	 69

	 

	 	7.2
	 	Creation of Liens
	 	71

	 

	 	7.3
	 	Guarantees
	 	71

	 

	 	7.4
	 	Investments
	 	71

	 

	 	7.5
	 	Loans
	 	72

	 

	 	7.6
	 	Capital Expenditures
	 	72

	 

	 	7.7
	 	Dividends
	 	72

	 

	 	7.8
	 	Indebtedness
	 	73

	 

	 	7.9
	 	Nature of Business
	 	73

	 

	 	7.10
	 	Transactions with Affiliates
	 	74

	 

	 	7.11
	 	Leases
	 	74

	 

	 	7.12
	 	Subsidiaries
	 	74

	 

	 	7.13
	 	Fiscal Year and Accounting Changes
	 	75

	 

	 	7.14
	 	Amendment of Articles of Incorporation,
By-Laws, Certificate of Organization, Operating Agreement,
J&L Asset Acquisition Documents, Etc
	 	75

	 

	 	7.15
	 	Compliance with ERISA
	 	75

	 

	 	7.16
	 	Prepayment of Indebtedness
	 	75

	 
	 	 	 	 	 	 	 	 
	VIII.	 	CONDITIONS PRECEDENT	 	 	76	 
	 
	 	 	 	 	 	 	 	 
	 

	 	8.1
	 	Conditions to Initial Advances
	 	76

	 

	 	8.2
	 	Conditions to Each Advance
	 	79

	 
	 	 	 	 	 	 	 	 
	IX.	 	INFORMATION AS TO LOAN PARTIES	 	 	80	 
	 
	 	 	 	 	 	 	 	 
	 

	 	9.1
	 	Disclosure of Material Matters
	 	80

	 

	 	9.2
	 	Schedules
	 	80

	 

	 	9.3
	 	Litigation
	 	81

	 

	 	9.4
	 	Material Occurrences
	 	81

	 

	 	9.5
	 	Annual Financial Statements
	 	81

	 

	 	9.6
	 	Quarterly Financial Statements
	 	82

	 

	 	9.7
	 	Other Reports
	 	82

	 

	 	9.8
	 	Additional Information
	 	82

	 

	 	9.9
	 	Projected Operating Budget
	 	83

	 

	 	9.10
	 	Notice of Suits, Adverse Events
	 	83

	 

	 	9.11
	 	ERISA Notices and Requests
	 	83







-iii-









 






	 	 	 	 	 	 	 	 	 
	 

	 	9.12
	 	Additional Documents
	 	84

	 
	 	 	 	 	 	 	 	 
	X.	 	EVENTS OF DEFAULT	 	 	84	 
	 
	 	 	 	 	 	 	 	 
	XI.	 	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT	 	 	87	 
	 
	 	 	 	 	 	 	 	 
	 

	 	11.1
	 	Rights and Remedies
	 	87

	 

	 	11.2
	 	Reserved
	 	88

	 

	 	11.3
	 	Setoff
	 	88

	 

	 	11.4
	 	Rights and Remedies not Exclusive
	 	88

	 

	 	11.5
	 	Allocation of Payments After Event
of Default
	 	88

	 
	 	 	 	 	 	 	 	 
	XII.	 	WAIVERS AND JUDICIAL PROCEEDINGS	 	 	89	 
	 
	 	 	 	 	 	 	 	 
	 

	 	12.1
	 	Waiver of Notice
	 	89

	 

	 	12.2
	 	Delay
	 	89

	 

	 	12.3
	 	Jury Waiver
	 	89

	 
	 	 	 	 	 	 	 	 
	XIII.	 	EFFECTIVE DATE AND TERMINATION	 	 	90	 
	 
	 	 	 	 	 	 	 	 
	 

	 	13.1
	 	Term
	 	90

	 

	 	13.2
	 	Termination
	 	90

	 
	 	 	 	 	 	 	 	 
	XIV.	 	REGARDING AGENT	 	 	91	 
	 
	 	 	 	 	 	 	 	 
	 

	 	14.1
	 	Appointment
	 	91

	 

	 	14.2
	 	Nature of Duties
	 	91

	 

	 	14.3
	 	Lack of Reliance on Agent and Resignation
	 	92

	 

	 	14.4
	 	Certain Rights of Agent
	 	92

	 

	 	14.5
	 	Reliance
	 	92

	 

	 	14.6
	 	Notice of Default
	 	93

	 

	 	14.7
	 	Indemnification
	 	93

	 

	 	14.8
	 	Agent in its Individual Capacity
	 	93

	 

	 	14.9
	 	Delivery of Documents
	 	93

	 

	 	14.10
	 	Borrowers’ Undertaking to Agent
	 	94

	 

	 	14.11
	 	No Reliance on Agent’s Customer
Identification Program
	 	94

	 
	 	 	 	 	 	 	 	 
	XV.	 	BORROWING AGENCY	 	 	94	 
	 
	 	 	 	 	 	 	 	 
	 

	 	15.1
	 	Borrowing Agency Provisions
	 	94

	 

	 	15.2
	 	Waiver of Subrogation
	 	95

	 
	 	 	 	 	 	 	 	 
	XVI.	 	MISCELLANEOUS	 	 	95	 
	 
	 	 	 	 	 	 	 	 
	 

	 	16.1
	 	Governing Law
	 	95

	 

	 	16.2
	 	Entire Understanding
	 	96

	 

	 	16.3
	 	Successors and Assigns; Participations;
New Lenders
	 	98

	 

	 	16.4
	 	Application of Payments
	 	100

	 

	 	16.5
	 	Indemnity
	 	100

	 

	 	16.6
	 	Notice
	 	100

	 

	 	16.7
	 	Survival
	 	102

	 

	 	16.8
	 	Severability
	 	102

	 

	 	16.9
	 	Expenses
	 	102







-iv-









 






	 	 	 	 	 	 	 	 	 
	 

	 	16.10
	 	Injunctive Relief
	 	103

	 

	 	16.11
	 	Consequential Damages
	 	103

	 

	 	16.12
	 	Captions
	 	103

	 

	 	16.13
	 	Counterparts; Telecopied Signatures
	 	103

	 

	 	16.14
	 	Construction
	 	103

	 

	 	16.15
	 	Confidentiality; Sharing Information
	 	103

	 

	 	16.16
	 	Tax Withholding Clause
	 	104

	 

	 	16.17
	 	Publicity
	 	105

	 

	 	16.18
	 	USA Patriot Act
	 	105

	 

	 	16.19
	 	Amendment and Restatement
	 	105








-v-