exv4w1






Exhibit 4.1




$425,000,000.00




FIRST AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of September 8, 2008




among




RTI INTERNATIONAL METALS, INC.

as Borrower




and




The Lenders Party Hereto




and




NATIONAL CITY BANK

as Administrative Agent




and




CITIBANK, N.A.

as Syndication Agent




and




PNC BANK, NATIONAL ASSOCIATION

as Documentation Agent




and




PNC CAPITAL MARKETS LLC and FIFTH THIRD BANK

as Co-Lead Arrangers




and




PNC CAPITAL MARKETS LLC

as Sole Bookrunner




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	 	 	1	 
	 
	 	Section 1.01	 	Defined Terms	 	 	1	 
	 
	 	Section 1.02	 	Other Interpretive Provisions	 	 	25	 
	 
	 	Section 1.03	 	Accounting Terms	 	 	26	 
	 
	 	Section 1.04	 	Times of Day	 	 	26	 
	 
	 	Section 1.05	 	Rounding	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II THE COMMITMENTS AND LOANS	 	 	27	 
	 
	 	Section 2.01	 	Revolving Loans	 	 	27	 
	 
	 	Section 2.02	 	Term Loans	 	 	27	 
	 
	 	Section 2.03	 	Swing Loans	 	 	28	 
	 
	 	Section 2.04	 	Letters of Credit	 	 	28	 
	 
	 	Section 2.05	 	Term Loan Borrowing; Revolving Loan Borrowings, Swing Loan Borrowings	 	 	29	 
	 
	 	Section 2.06	 	Conversions or Continuations	 	 	34	 
	 
	 	Section 2.07	 	Prepayments	 	 	35	 
	 
	 	Section 2.08	 	Termination or Reduction of Commitments	 	 	37	 
	 
	 	Section 2.09	 	Repayment of Loans	 	 	37	 
	 
	 	Section 2.10	 	Interest	 	 	38	 
	 
	 	Section 2.11	 	Interest Rate Determination	 	 	38	 
	 
	 	Section 2.12	 	Fees	 	 	39	 
	 
	 	Section 2.13	 	Computation of Interest and Fees	 	 	40	 
	 
	 	Section 2.14	 	Evidence of Debt	 	 	40	 
	 
	 	Section 2.15	 	Payments Generally; Administrative Agent’s Clawback	 	 	41	 
	 
	 	Section 2.16	 	Sharing of Payments by Lenders	 	 	42	 
	 
	 	Section 2.17	 	Increase in the Aggregate Revolving Credit Commitments	 	 	42	 
	 
	 	Section 2.18	 	Extension of Revolving Credit Maturity Date	 	 	44	 
	 
	 	Section 2.19	 	Issuance of Letters of Credit	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	52	 
	 
	 	Section 3.01	 	Taxes	 	 	52	 
	 
	 	Section 3.02	 	Illegality	 	 	55	 
	 
	 	Section 3.03	 	Inability to Determine Rates	 	 	55	 
	 
	 	Section 3.04	 	Increased Costs; Reserves on Eurodollar Rate Loans	 	 	56	 
	 
	 	Section 3.05	 	Compensation for Losses	 	 	57	 
	 
	 	Section 3.06	 	Mitigation Obligations; Replacement of Lenders	 	 	58	 
	 
	 	Section 3.07	 	Survival	 	 	59	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT	 	 	59	 
	 
	 	Section 4.01	 	Conditions of Effectiveness	 	 	59	 
	 
	 	Section 4.02	 	Conditions to Borrowing and Issuance of Letters of Credits	 	 	61	 
	 
	 	Section 4.03	 	Conditions to Commitment Increases	 	 	61	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	 	 	62	 
	 
	 	Section 5.01	 	Organization, Good Standing and Qualification	 	 	62	 
	 
	 	Section 5.02	 	Authority	 	 	62	 
	 
	 	Section 5.03	 	Governmental Filings; No Violations	 	 	62	 
	 
	 	Section 5.04	 	Financial Statements	 	 	63	 
	 
	 	Section 5.05	 	Disclosure	 	 	63	 
	 
	 	Section 5.06	 	Material Adverse Change	 	 	64	 
	 
	 	Section 5.07	 	Litigation	 	 	64	 
	 
	 	Section 5.08	 	Employee Benefits	 	 	64	 
	 
	 	Section 5.09	 	Compliance with Laws	 	 	65	 
	 
	 	Section 5.10	 	Environmental Matters	 	 	66	 
	 
	 	Section 5.11	 	Payment of Taxes	 	 	66	 
	 
	 	Section 5.12	 	Intellectual Property	 	 	67	 
	 
	 	Section 5.13	 	Title to Properties	 	 	67	 
	 
	 	Section 5.14	 	Material Contracts	 	 	67	 
	 
	 	Section 5.15	 	Insurance	 	 	67	 
	 
	 	Section 5.16	 	Federal Reserve Regulations	 	 	68	 
	 
	 	Section 5.17	 	Investment Company	 	 	68	 
	 
	 	Section 5.18	 	Subsidiaries	 	 	68	 
	 
	 	Section 5.19	 	Solvency	 	 	68	 
	 
	 	Section 5.20	 	Pledged Equity	 	 	69	 
	 
	 	Section 5.21	 	Pari Passu	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS	 	 	69	 
	 
	 	Section 6.01	 	Financial Reporting	 	 	69	 
	 
	 	Section 6.02	 	Notices	 	 	71	 
	 
	 	Section 6.03	 	Use of Proceeds	 	 	71	 
	 
	 	Section 6.04	 	Preservation of Existence	 	 	72	 
	 
	 	Section 6.05	 	Insurance	 	 	72	 
	 
	 	Section 6.06	 	Compliance with Laws	 	 	72	 
	 
	 	Section 6.07	 	Access	 	 	72	 
	 
	 	Section 6.08	 	Payment Taxes and Other Obligations	 	 	73	 
	 
	 	Section 6.09	 	New Material Subsidiaries	 	 	73	 
	 
	 	Section 6.10	 	Maintenance of Properties and Leases	 	 	73	 
	 
	 	Section 6.11	 	Keeping of Records and Books of Account	 	 	73	 
	 
	 	Section 6.12	 	Further Assurances	 	 	74	 
	 
	 	Section 6.13	 	Transactions With Affiliates	 	 	74	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII NEGATIVE COVENANTS	 	 	74	 
	 
	 	Section 7.01	 	Debt	 	 	74	 
	 
	 	Section 7.02	 	Liens	 	 	76	 
	 
	 	Section 7.03	 	Fiscal Year; Nature of Business, Accounting Policies	 	 	76	 
	 
	 	Section 7.04	 	Financial Covenants	 	 	76	 
	 
	 	Section 7.05	 	Liquidations, Mergers and Consolidations	 	 	76	 
	 
	 	Section 7.06	 	Dispositions of Assets or Subsidiaries	 	 	77	 
	 
	 	Section 7.07	 	Dividends and Related Distributions	 	 	78	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 
	 
	 	Section 7.08	 	Changes in Organizational Documents	 	 	78	 
	 
	 	Section 7.09	 	Negative Pledge	 	 	79	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	 	 	79	 
	 
	 	Section 8.01	 	Events of Default	 	 	79	 
	 
	 	Section 8.02	 	Remedies Upon Event of Default	 	 	81	 
	 
	 	Section 8.03	 	Application of Funds	 	 	82	 
	 
	 	Section 8.04	 	Actions in Respect of the Letters
of Credit Upon Event of Default; L/C Cash Collateral Account	 	 	82	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX ADMINISTRATIVE AGENT; DOCUMENTATION AGENT	 	 	85	 
	 
	 	Section 9.01	 	Appointment and Authority	 	 	85	 
	 
	 	Section 9.02	 	Rights as a Lender	 	 	86	 
	 
	 	Section 9.03	 	Exculpatory Provisions	 	 	86	 
	 
	 	Section 9.04	 	Reliance by Administrative Agent and/or Documentation Agent	 	 	87	 
	 
	 	Section 9.05	 	Delegation of Duties	 	 	88	 
	 
	 	Section 9.06	 	Resignation of Administrative Agent	 	 	88	 
	 
	 	Section 9.07	 	Non-Reliance on Administrative Agent or Documentation Agent and Other Lenders	 	 	89	 
	 
	 	Section 9.08	 	No Other Duties, Etc.	 	 	89	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	 	90	 
	 
	 	Section 10.01	 	Amendments, Etc.	 	 	90	 
	 
	 	Section 10.02	 	Notices; Effectiveness; Electronic Communication	 	 	91	 
	 
	 	Section 10.03	 	No Waiver; Cumulative Remedies	 	 	92	 
	 
	 	Section 10.04	 	Expenses; Indemnity; Damage Waiver	 	 	93	 
	 
	 	Section 10.05	 	Payments Set Aside	 	 	95	 
	 
	 	Section 10.06	 	Successors and Assigns	 	 	95	 
	 
	 	Section 10.07	 	Treatment of Certain Information; Confidentiality	 	 	99	 
	 
	 	Section 10.08	 	Right of Setoff	 	 	100	 
	 
	 	Section 10.09	 	Interest Rate Limitation	 	 	100	 
	 
	 	Section 10.10	 	Counterparts; Integration; Effectiveness	 	 	100	 
	 
	 	Section 10.11	 	Survival of Representations and Warranties	 	 	101	 
	 
	 	Section 10.12	 	Severability	 	 	101	 
	 
	 	Section 10.13	 	Replacement of Lenders	 	 	101	 
	 
	 	Section 10.14	 	Governing Law; Jurisdiction; Etc.	 	 	102	 
	 
	 	Section 10.15	 	Waiver of Jury Trial	 	 	103	 
	 
	 	Section 10.16	 	USA PATRIOT Act Notice	 	 	103	 
	 
	 	Section 10.17	 	Amendment and Restatement	 	 	103	 






iii









 






	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule 2.01
	 	—	 	Revolving Credit Commitments and Applicable Revolving Credit Percentages
	Schedule 2.02
	 	—	 	Term Loan Commitments and Applicable Term Loan Percentages
	Schedule 2.04
	 	—	 	Existing Letters of Credit
	Schedule 2.10
	 	—	 	Applicable Margins
	Schedule 5.07
	 	—	 	Litigation
	Schedule 5.18
	 	—	 	Subsidiaries
	Schedule 7.01(a)
	 	—	 	Existing Debt
	Schedule 7.01(b)
	 	—	 	Existing Subsidiary Debt
	Schedule 7.02
	 	—	 	Existing Liens
	Schedule 7.07
	 	—	 	Restrictions on Dividends
	Schedule 10.02
	 	—	 	Notice Information






	 	 	 	 
	EXHIBITS
	 	 	 
	 
	 	 	 
	Exhibit A
	—	 	Form of Loan Notice
	Exhibit B
	—	 	Form of Conversion or Continuation Notice
	Exhibit C
	—	 	Form of Revolving Credit Commitment Increase Notice
	Exhibit D
	—	 	Form of Promissory Note (Revolving Loan)
	Exhibit E
	—	 	Form of Promissory Note (Term Loan)
	Exhibit F
	—	 	Form of Assignment and Assumption
	Exhibit G
	—	 	Form of Subsidiary Guaranty
	Exhibit H
	—	 	Form of Pledge Agreement
	Exhibit I
	—	 	Form of Compliance Certificate






iv









 






FIRST AMENDED AND RESTATED CREDIT AGREEMENT




          This FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of
September 8, 2008 among RTI INTERNATIONAL METALS, INC., an Ohio corporation (the “Borrower”), each
lender from time to time party hereto, PNC BANK, NATIONAL ASSOCIATION, as issuer of letters of
credit, PNC BANK NATIONAL ASSOCIATION, as Documentation Agent, CITIBANK, N.A., as Syndication
Agent, PNC CAPITAL MARKETS LLC and FIFTH THIRD BANK, as Co-Lead Arrangers, and NATIONAL CITY BANK,
as Swing Loan Bank and Administrative Agent.



          WHEREAS, the Borrower, various financial institutions and Citibank, N.A., as administrative
agent for such various financial institutions, entered into that certain Credit Agreement, dated as
of September 27, 2007 (as amended prior to the date hereof, the “Existing Credit Agreement”);



          WHEREAS, the Borrower has requested that the Lenders (as defined below) amend and restate the
Existing Credit Agreement in order to provide a credit facility to make loans to the Borrower and
that the Issuing Bank issue Letters of Credit on the Borrower’s behalf, and the Lenders and the
Issuing Bank are willing to do so on the terms and conditions set forth herein; and



          WHEREAS, the Administrative Agent, the Documentation Agent and the Lenders are willing to
amend and restate the Existing Credit Agreement in order to provide such credit upon the terms and
conditions hereinafter set forth.



          In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




          Section 1.01 Defined Terms.



          As used in this Agreement, the following terms shall have the meanings set forth below:



          “Act” has the meaning assigned to such term in Section 10.16.



          “Administrative Agent” means National City Bank, in its capacity as administrative agent under
any of the Loan Documents, or any successor administrative agent.



 









 





          “Administrative Agent Fee Letter” means that certain fee letter, dated September 3, 2008, by
and between the Borrower and the Administrative Agent, as amended, modified or supplemented from
time to time.



          “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02, or such other address or account as the
Administrative Agent may from time to time notify to the Borrower and the Lenders.



          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent.



          “Affiliate” means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with
the Person specified.



          “Aggregate Commitments” means the Commitments, as applicable, of all the Lenders.



          “Aggregate Revolving Credit Commitments” means the Revolving Credit Commitments of all the
Lenders.



          “Aggregate Term Loan Commitments” means the Term Loan Commitments of all the Lenders.



          “Agreement” means this First Amended and Restated Credit Agreement.



          “Applicable Margin” means, from time to time, the percentages per annum determined by
reference to the Leverage Ratio in respect of the facility fee pursuant to Section 2.12(a), the
Revolving Loans which are Eurodollar Rate Loans and the Term Loans, as set forth on Schedule
2.10.



          “Applicable Revolving Credit Percentage” means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Revolving Credit Commitments
represented by such Lender’s Revolving Credit Commitment at such time. If the commitment of each
Lender to make Revolving Credit Loans has been terminated pursuant to Section 8.02 or if the
Aggregate Revolving Credit Commitments have expired, then the Applicable Revolving Credit
Percentage of each Lender shall be determined based on the Applicable Revolving Credit Percentage
of such Lender most recently in effect, giving effect to any subsequent assignments or increase in
Revolving Credit Commitments. The initial Applicable Revolving Credit Percentage of each Lender is
set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.



2









 





          “Applicable Term Loan Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Term Loan Commitments represented by such
Lender’s Term Loan Commitment at such time. The initial Applicable Term Loan Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 2.02 or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable.



          “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



          “Asbestos” includes chrysotile, amosite, crocidolite, tremolite asbestos, anthophyllite
asbestos, actinolite asbestos, asbestos winchite, asbestos richterite, and any of these minerals
that have been chemically treated and/or altered and any asbestiform variety, type or component
thereof and any asbestos-containing material.



          “Asbestos-Containing Material” means any material containing Asbestos, including, without
limitation, any Asbestos-containing products, automotive or industrial parts or components,
equipment, improvements to real property and any other material that contains Asbestos.



          “Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an
Eligible Assignee (with the consent of any party whose consent is required hereunder), and accepted
by the Administrative Agent, in substantially the form of Exhibit F or any other form
approved by the Administrative Agent.



          “Assuming Revolving Credit Lender” has the meaning specified in Section 2.17(d).



          “Audited Financial Statements” means the audited consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal year ended December 31, 2007 and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the
Borrower and its Subsidiaries, including the notes thereto.



          “Authorized Officer” the chief executive officer, president, chief financial officer, senior
vice president of strategic planning and finance, assistant treasurer or treasurer of a Loan Party,
acting singly or any officer designated by any such Loan Party. Any document delivered hereunder
that is signed by an Authorized Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the part of such Loan
Party and such Authorized Officer shall be conclusively presumed to have acted on behalf of such
Loan Party.



3









 





          “Availability Period” means the period from and including the Closing Date to the Revolving
Credit Maturity Date.



          “Available Amount” of any Letter of Credit means, at any time, the maximum amount available to
be drawn under such Letter of Credit at such time (assuming the compliance at such time with all
conditions to drawing).



          “Bankruptcy and Equity Exception” has the meaning specified in Section 5.02.



          “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly
announced by the Administrative Agent from time to time as the Administrative Agent’s “prime rate.”
Any change in such rate announced by the Administrative Agent shall take effect at the opening of
business on the day specified in the public announcement of such change.



          “Base Rate Loan” means a Loan that bears interest based on the Base Rate.



          “Borrower” has the meaning specified in the introductory paragraph hereto.



          “Borrower Materials” has the meaning assigned to such term in Section 6.01.



          “Borrowing” means a Revolving Loan Borrowing, a Swing Loan Borrowing or a Term Loan Borrowing.



          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the laws of, or are in fact closed in, the state where the
Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan,
means any such day on which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.



          “Capitalized Lease” of a Person means any lease of property by such Person as lessee which
would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.



          “Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person
under Capitalized Leases which would be shown as a liability on a balance sheet of such Person
prepared in accordance with GAAP.



          “Cash Equivalents” means any of the following types of investments, to the extent owned by the
Borrower or its Domestic Subsidiaries free and clear of all Liens, (i) securities issued or
directly and fully guaranteed or insured by the United States Government or any agency
instrumentality thereof having maturities of not more than six months from the date of acquisition,
(ii) time deposits, certificates of deposit and eurodollar time deposits with



4









 







maturities of not more than six months from the date of acquisition, bankers’ acceptances with
maturities not exceeding six months from the date of acquisition and overnight bank deposits, in
each case with any Lender or with any domestic commercial bank having capital and surplus in excess
of Five Hundred Million and 00/100 Dollars ($500,000,000.00), (iii) repurchase obligations with a
term of not more than thirty (30) days for underlying securities of any of the types described in
clauses (i) or (ii) and entered into with any bank meeting the qualifications specified in clause
(ii) above, (iv) commercial paper maturing in one hundred eighty (180) days or less rated not lower
than “A-1” by S&P or “P-1” by Moody’s on the date of acquisition, (v) variable rate demand notes
whether recorded as cash equivalents or short-term investments under GAAP and rated not lower than
A-1 by S&P or P-1 by Moody’s on the date of acquisition and credit enhanced either by a letter of
credit from a bank meeting the qualifications specified in clause (ii) above or by bond insurance
and (vi) shares of any money market fund that (i) has at least eighty percent (80%) of its assets
invested continuously in the types of investments referred to in clauses (i), (ii), (iii) and (iv)
above, (ii) has net assets of not less than Five Hundred Million and 00/100 Dollars
($500,000,000.00.) and (iii) is rated at least “AAA” by S&P and, if rated by Moody’s, “Aaa” by
Moody’s.



          “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Entity or (c) compliance by any Lender (or, for the purpose of Section
3.04(b), any Lending Office of such Lender or by such Lender’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental
Entity.



          “Change of Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof), of equity interests representing more than fifty percent (50%) of the aggregate
ordinary voting power represented by the issued and outstanding equity interests in the Borrower or
(b) the occupation of a majority of the seats (other than vacant seats) on the board of directors
of the Borrower by Persons who were not (i) directors of the Borrower on the date of this
Agreement, (ii) nominated by the board of directors of the Borrower, or (iii) appointed by
directors referred to in the preceding clauses (i) and (ii).



          “Closing Date” means the first date that all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 10.01.



          “Code” means the Internal Revenue Code of 1986, as amended from time to time.



5









 





          “Co-Lead Arranger Fee Letter” means that certain fee letter, dated August 28, 2008, by and
between the Borrower and Fifth Third Bank, as amended, modified or supplemented from time to time.



          “Commitment” means a Term Loan Commitment, a Revolving Credit Commitment, a Swing Loan
Commitment or a Letter of Credit Commitment.



          “Company Foreign Benefit Plan” has the meaning assigned to such term in Section 5.08(g).



          “Compensation and Benefit Plan” means, with respect to any Person, any bonus, deferred
compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock
bonus, stock purchase, change in control, retention, restricted stock, stock option, employment,
termination, severance, compensation, medical, health or other compensation or benefit plan,
including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of
ERISA, that covers employees or former employees, or directors or former directors of such Person
or any of its Subsidiaries, or to which contributions are made or otherwise required to be made, by
such Person or any of its Subsidiaries, together with any trust agreement or insurance contract
forming a part of such Compensation and Benefit Plan.



          “Consolidated Debt” means, at any time, all Debt that would be required to appear as
liabilities on the consolidated balance sheet of the Borrower and its Subsidiaries prepared in
accordance with GAAP plus all guarantee obligations (or obligations having the economic effect of
guarantee obligations) of the Borrower or any Subsidiary in respect of Debt of Persons other than
the Borrower or any Subsidiary.



          “Consolidated EBITDA” means, for any period, the sum (without duplication) of (a) Consolidated
Net Income for such period, plus, without duplication and to the extent deducted in determining
such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii)
income tax expense for such period, and (iii) depreciation and amortization expense for such
period, all determined on a consolidated basis for each such item in accordance with GAAP; (iv) all
other non-cash charges (including impairment charges with respect to good will) and expenses
(including stock based compensation) of the Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP, (v) charges, expenses and fees incurred in connection
with this Agreement and the Loans, (vi) non-recurring charges, fees and expenses incurred in
connection with corporate restructurings and acquisitions, in an aggregate amount not to exceed Ten
Million and 00/100 Dollars ($10,000,000.00) in any calendar year and not to exceed Twenty-Five
Million and 00/100 Dollars ($25,000,000.00) during the term of this Agreement, and minus, to the
extent included in determining such consolidated net income, any non-cash income or non-cash gains,
all as determined on a consolidated basis in accordance with GAAP. EBITDA will be calculated on a
pro forma basis to give effect to acquisitions and sales (other than in the ordinary course of
business) by the



6









 







Borrower and its consolidated subsidiaries consummated on or after the first (1st)
day of a measurement period and prior to the date of determination as if effective on the first
(1st) day of such period.



          “Consolidated Interest Expense” means, for any period, the total interest expense of the
Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP with
respect to all outstanding Debt of the Borrower and its Subsidiaries.



          “Consolidated Net Income” means, for any period, net income for the Borrower and the
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.



          “Consolidated Net Tangible Assets” means, at any time, the total assets less all Intangible
Assets appearing on the consolidated balance sheet of the Borrower as of the end of the most
recently concluded fiscal quarter of the Borrower.



          “Contingent Obligation” of a Person means any obligation arising under any agreement,
undertaking or arrangement by which such Person (a) assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently
liable for, the Debt or other financial obligation or similar liability of any other Person,
excluding guarantees of the obligations of any Subsidiary which do not constitute Debt of such
Subsidiary, or (b) agrees to maintain the net worth or working capital or other financial condition
of any other Person, or (c) otherwise assures any creditor of such other Person against loss, but
excluding endorsements of instruments for deposit or collection in the ordinary course of business.



          “Contracts” has the meaning specified in Section 5.03(b).



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



          “Controlled Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with any of the Loan
Parties and/or one or more of the Subsidiaries, are treated as a single employer (i) under Section
414(b) or (c) of the Code or (ii) for the purposes of Section 302 of ERISA or Section 412 of the
Code, under Section 414(b), (c), (m) or (o) of the Code.



          “Conversion or Continuation Notice” means a notice of conversion or continuation delivered
pursuant to Section 2.06, which, if in writing, shall be substantially in the form of Exhibit
B.



7









 





          “Debt” of a Person means such Person’s (a) obligations for borrowed money, (b) obligations
representing the deferred purchase price of property or services (other than accounts payable and
accrued expenses arising in the ordinary course of such Person’s business payable on terms
customary in the trade and not evidenced by a note), (c) obligations, whether or not assumed,
secured by Liens or payable out of the proceeds or production from property now or hereafter owned
or acquired by such Person, (d) obligations which are evidenced by notes, bonds, or similar
instruments, (e) Capitalized Lease Obligations, (f) Contingent Obligations and (g) obligations for
which such Person is obligated pursuant to or in respect of a letter of credit and, for the purpose
of Section 7.01 only, Hedging Agreements.



          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



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



          “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans
required to be funded by it hereunder within one (1) Business Day of the date required to be funded
by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other
Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date
when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become
the subject of a bankruptcy or insolvency proceeding.



          “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the
Applicable Margin, if any, applicable to Base Rate Loans plus (c) two percent (2%) per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise
applicable to such Loan plus two percent (2%) per annum.



          “Documentation Agent” means PNC Bank, National Association, in its capacity as documentation
agent under any of the Loan Documents, or any successor documentation agent.



          “Documentation Agent Fee Letter” means that certain engagement letter, dated July 28, 2008, by
and between the Borrower and the Documentation Agent, as amended, modified or supplemented from
time to time.



          “Dollar” and “$” mean lawful money of the United States.



8









 





          “Domestic Subsidiary” means any Subsidiary of the Borrower organized under the laws of (i) any
State of the United States or the District of Columbia or (ii) any commonwealth, territory or
possession of the United States.



          “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund;
and (d) any other Person (other than a natural person) approved by the Administrative Agent and, so
long as no Event of Default has occurred and is continuing, the Borrower (such approval of the
Administrative Agent and the Borrower, as applicable, not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or
any of the Borrower’s Affiliates or Subsidiaries.



          “Environmental Law” means any applicable Law (including common law) relating to: (a)
pollution; (b) the protection of the environment (including air, water, soil, subsurface strata and
natural resources) or public health and safety; and (c) the regulation of the generation, use,
storage, handling, transportation, treatment, release, remediation or disposal of Hazardous
Substances.



          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Substances, (c) exposure
to any Hazardous Substances, (d) the release or threatened release of any Hazardous Substances into
the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.



          “ERISA Affiliate” means any Person, trade or business that together with any Loan Party is or
was treated as a single-employer within the meaning of Section 414(b), (c), (m) or (o) of the Code
or Section 4001(b) of ERISA.



          “ERISA Event” means (a) a Reportable Event with respect to any Pension Plan, (b) the
occurrence of an accumulated funding deficiency (whether or not waived) within the meaning of
Section 412 of the Code or Section 302 of ERISA with respect to any Pension Plan or the filing of
an application to waive the funding requirements with respect to any Pension Plan, (c) the
withdrawal of a Loan Party or any ERISA Affiliate from a Plan during a plan year in which such Loan
Party or ERISA Affiliate was a “substantial employer” as defined in Section 4001(a)(2) of ERISA
with respect to any Plan, (d) the termination of a Pension Plan, the filing of a notice of intent
to terminate such Pension Plan or the treatment of an amendment of such Pension Plan as a
termination under Section 4041 of ERISA, (e) the institution by the PBGC of



9









 







proceedings to terminate a Pension Plan or to appoint a trustee to administer a Pension Plan,
(f) any event or condition which could reasonable be expected to constitute grounds under Section
4042 of ERISA for the termination of, or appointment of a trustee to administer, such Plan, (g) the
imposition upon any Loan Party or ERISA Affiliate of any withdrawal liability, or (h) the
reorganization or insolvency of any Multiemployer Plan.



          “Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate Loan, an
interest rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum
(rounded upward to the nearest whole multiple of 1/100 of 1% per annum) appearing on Reuters
LIBOR01 Screen (or any successor page) as the London interbank offered rate for deposits in U.S.
dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first
(1st) day of such Interest Period for a term comparable to such Interest Period or, if
for any reason such rate is not available, the average (rounded upward to the nearest whole
multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the rate per annum at
which deposits in U.S. dollars are offered by the principal office of National City Bank in London,
England to prime banks in the London interbank market at 11:00 A.M. (London time) two (2) Business
Days before the first (1st) day of such Interest Period in an amount substantially equal
to National City Bank’s Eurodollar Rate Loan comprising part of such Borrowing to be outstanding
during such Interest Period and for a period equal to such Interest Period by (b) a percentage
equal to one hundred percent (100%) minus the Eurodollar Rate Reserve Percentage for such Interest
Period. If the Reuters LIBOR01 Screen (or any successor page) is unavailable, the Eurodollar Rate
for any Interest Period for each Eurodollar Rate Loan comprising part of the same Borrowing shall
be determined by National City Bank.



          “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar
Rate.



          “Eurodollar Rate Reserve Percentage” for any Interest Period for all Eurodollar Rate Loans
comprising part of the same Borrowing means the reserve percentage applicable two (2) Business Days
before the first (1st) day of such Interest Period under regulations issued from time to
time by the Board of Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with
respect to liabilities or assets consisting of or including eurocurrency liabilities (or with
respect to any other category of liabilities that includes deposits by reference to which the
interest rate on Eurodollar Rate Loans is determined) having a term equal to such Interest Period.



          “Event of Default” has the meaning specified in Section 8.01.



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



10









 





          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the Borrower hereunder,
(a) taxes imposed on or measured by its overall net income (however denominated), and franchise
taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable Lending Office is located,
(b) any branch profits taxes imposed by the United States or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than
an assignee pursuant to a request by the Borrower under Section 10.13), any withholding tax imposed
by the jurisdiction in which the Borrower is resident that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or the date on which a Participant becomes entitled to the benefits of Section 3.01
pursuant to Section 10.06(d) or is attributable to such Foreign Lender’s failure or inability
(other than as a result of a Change in Law) to comply with Section 3.01(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a
new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 3.01(a).



          “Existing Credit Agreement” has the meaning set forth in the preamble to this Agreement.



          “Existing Letters of Credit” means each “Letter of Credit” issued pursuant to the terms of,
and as defined in, the Existing Credit Agreement and outstanding on the Closing Date and set forth
on Schedule 2.04 hereto.



          “Extended Revolving Credit Maturity Date” has the meaning specified in Section 2.18(a).



          “Extending Revolving Credit Lender” has the meaning specified in Section 2.18(a)(i).



          “Federal Funds Rate” means, for any day, a fluctuating interest rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average quotations (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
for such day for such transactions received by the



11









 







Administrative Agent from three (3) Federal
funds brokers of recognized standing selected by the Administrative Agent.



          “Financial Officer” of a Person means the chief financial officer, principal accounting
officer, treasurer or controller of such Person or any officer having substantially the same
position for such Person.



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



          “Foreign Subsidiary” means each Subsidiary which is not a Domestic Subsidiary.



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



          “Fund” means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business.



          “GAAP” means generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



          “Governmental Entity” has the meaning specified in Section 5.03(a).



          “Guarantors” means the Material Subsidiaries that are Domestic Subsidiaries as of the date
hereof and each other Subsidiary that has executed the Subsidiary Guaranty pursuant to Section
6.09.



          “Guaranty Supplement” means a Guaranty Supplement in the form attached as Exhibit B to the
Subsidiary Guaranty.



          “Hazardous Substance” means any chemical, material or substance that is defined as harmful to
human health, the environment, or natural resources by any Environmental Law, including without
limitation, petroleum, petroleum products, Asbestos, and Asbestos-Containing Materials.



12









 





          “Hedging Agreement” means any interest rate protection agreement, foreign currency exchange
agreement, commodity price protection agreement or other interest or currency exchange rate or
commodity price hedging arrangement or puts and calls on any of the foregoing and with respect to
equity securities.



          “Increasing and Extending Revolving Credit Lender” has the meaning specified in Section
2.18(a)(ii).



          “Increasing Revolving Credit Lender” has the meaning specified in Section 2.17(b).



          “Indemnified Taxes” means Taxes other than Excluded Taxes.



          “Indemnitee” has the meaning specified in Section 10.04(b).



          “Information” has the meaning assigned to such term in Section 10.07.



          “Intangible Assets” means, at any date, the amount (if any) stated under the heading “Goodwill
and Other Intangible assets, net” or under any other heading relating to intangible assets
separately listed, in each case, on the face of a balance sheet of the Borrower prepared on a
consolidated basis as of such date.



          “Intellectual Property Rights” shall mean all patents, patent applications, trademarks, trade
names, service marks, brand names, copyrights, technology, know-how, computer software programs or
applications, databases and tangible or intangible proprietary information or materials that are
currently used in the Borrower’s and its Subsidiaries’ businesses and as to which Borrower and its
Subsidiaries have rights.



          “Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each
Interest Period applicable to such Loan and the Revolving Credit Maturity Date or the Term Loan
Maturity Date, as applicable, and, if such Interest Period has a duration of more than three (3)
months, on each day that occurs during such Interest Period every three (3) months from the first
(1st) day of such Interest Period and on the date such Eurodollar Rate advance shall be
converted or paid in full; and (b) as to any Base Rate Loan, the last Business Day of each calendar
quarter commencing September 30, 2008 and the Revolving Credit Maturity Date or the Term Loan
Maturity Date, as applicable.



          “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date
such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and
ending on the last day of the Interest Period determined in accordance with Section 2.11; provided
that:



          (i) the Interest Period for any Eurodollar Rate Loan shall be for a period of



13









 






one (1), two (2), three (3) or six (6) months;



          (ii) any Interest Period that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such
Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Business Day;



          (iii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and



          (iv) no Interest Period shall extend beyond the Revolving Credit Maturity Date or the Term
Loan Maturity Date, as applicable.



          “Investment Quebec Facility” means the loan facility up to the aggregate principal amount of
Five Million One Hundred Seventy-Five Thousand and 00/100 Canadian Dollars (CDN $5,175,000.00)
between Investissement Quebec and RTI-Claro, Inc. dated as of July 24, 2006.



          “IRS” means the United States Internal Revenue Service.



          “Issuing Bank” means PNC Bank, National Association, as the issuer of Letters of Credit, or
such other Lender as shall, with the consent of the Issuing Bank, the Borrower and the
Administrative Agent, have assumed the obligations of the Issuing Bank with respect to all or any
of the Letters of Credit hereunder.



          “L/C Cash Collateral Account” has the meaning specified in Section 8.04(b).



          “L/C Cash Collateral Account Collateral” has the meaning specified in Section 8.04(b).



          “L/C Cash Collateral Account Investments” has the meaning specified in Section 8.04(c).



          “L/C Cash Collateral Account Obligations” has the meaning specified in Section 8.04(e)(i).



          “L/C Related Documents” has the meaning specified in Section 2.19(e)(i).



          “Law” means any law (including common law), constitution, statute, treaty, regulation, rule,
ordinance, opinion, release, ruling, order, injunction, writ, decree, bond,



14









 







judgment, authorization
or approval, lien or award of or settlement agreement with any Governmental Entity.



          “Lenders” means the Banks listed on the signature pages hereof and each assignee that shall
become a party hereto pursuant to Section 10.06 and shall include the Swing Loan Bank and the
Issuing Bank.



          “Lending Office” means, as to any Lender, the office or offices of such Lender described as
such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may
from time to time notify the Borrower and the Administrative Agent.



          “Letter of Credit” has the meaning specified in Section 2.04(a).



          “Letter of Credit Agreement” has the meaning specified in Section 2.19(a)(i).



          “Letter of Credit Commitment” means, with respect to the Issuing Bank, the obligation of the
Issuing Bank to issue Letters of Credit for the account of the Borrower in an amount not to exceed
at any one time the Letter of Credit Facility, as such amount may be reduced from time to time by
the Available Amount of any outstanding Letter of Credit issued by any other Issuing Bank.



          “Letter of Credit Facility” means an aggregate amount not to exceed Forty Million and 00/100
Dollars ($40,000,000.00) at any time outstanding.



          “Letter of Credit Loan” means a payment by the Issuing Bank of a draft drawn under any Letter
of Credit pursuant to Section 2.19(b) or, without duplication, a payment by a Lender in respect
thereof pursuant to Section 2.19(b).



          “Letter of Credit Outstandings” means, at any time, the aggregate Available Amount of all
Letters of Credit plus the aggregate outstanding principal amount of all Letter of Credit Loans.



          “Leverage Ratio” has the meaning specified in Section 7.04(a).



          “Lien” means any security interest, lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever (including, without
limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or
other title retention agreement).



          “Litigation Claims” has the meaning specified in Section 5.07.



15









 





          “Loan Documents” means this Agreement, each Note, each Subsidiary Guaranty, each Pledge
Agreement, the Administrative Agent Fee Letter and the Documentation Agent Fee Letter.



          “Loan Notice” means an Activity Report, pursuant to Section 2.05, which, shall be
substantially in the form of Exhibit A.



          “Loan Parties” means, collectively, the Borrower and the Guarantors.



          “Loans” means all Term Loans, all Revolving Loans, all Swing Loans and all Letter of Credit
Loans.



          “Margin Stock” has the meaning assigned to such term under Regulation U of the FRB.



          “Material Adverse Change” means a material adverse change in the business, financial condition
or operations of the Borrower and its Subsidiaries taken as a whole.



          “Material Adverse Effect” means a material adverse effect on the (a) business, financial
condition or operations of the Borrower and its Subsidiaries taken as a whole, (b) ability of each
Loan Party to perform any of its obligations under any Loan Document to which it is a party or (c)
rights or remedies available to the Lenders under any Loan Document.



          “Material Subsidiary” means, RMI Titanium Company, Tradco, Inc., RTI Energy Systems, Inc.,
Extrusion Technology Corporation of America, New Century Metals Southeast, Inc., RTI Finance Corp.,
RTI-Claro, Inc., RTI International Metals Limited and each other Subsidiary of the Borrower which
at any time has five percent (5%) or more of the consolidated assets of the Borrower and its
Subsidiaries.



          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



          “Multiemployer Plan” means a Plan that is a multiemployer plan within the meaning of Section
4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate is or was obligated to make
contributions.



          “National City Bank” means National City Bank and its successors.



          “Net Debt” means as of any time, Consolidated Debt minus cash and Cash Equivalents of the
Borrower and its Domestic Subsidiaries in excess of Fifty Million and 00/100 Dollars
($50,000,000.00).



          “Non-Bank Certificate” has the meaning specified in Section 3.01(e)(iii).



16









 





          “Non-Extending Revolving Credit Lender” has the meaning specified in Section 2.18(a).



          “Note” or “Notes” means, singularly or collectively, as the context may require, all the
Revolving Credit Notes and Term Notes.



          “Notice of Issuance” has the meaning specified in Section 2.19(a)(i).



          “Notice of Revolving Loan Borrowing” has the meaning specified in Section 2.05(b).



          “Notice of Swing Loan Borrowing” has the meaning specified in Section 2.05(c).



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



          “Organization Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with
respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Entity in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



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



          “Participant” has the meaning specified in Section 10.06(d).



          “PBGC” means the Pension Benefit Guaranty Corporation.



          “Pension Plan” means any Plan that is subject to Section 412 of the Code or Title IV of ERISA,
other than a Multiemployer Plan.



17









 





          “Permitted Liens” shall mean:



          (a) Liens for taxes, assessments, governmental levies or similar charges incurred in the
ordinary course of business and which are not yet due and payable, or if due and payable, (i) are
being contested in good faith and by appropriate and lawful proceedings diligently conducted, but
only so long as such proceedings could not subject the Administrative
Agent, the Swing Loan Bank, the Lenders or the Issuing Bank to any civil or criminal penalties
or liabilities, (ii) for which such reserves or other appropriate provisions, if any, as shall be
required by GAAP shall have been made and (iii) which shall be paid in accordance with the terms of
any final judgments or orders relating thereto within thirty (30) days after the entry of such
judgments or orders;



          (b) Pledges or deposits made in the ordinary course of business to secure payment of workmen’s
compensation, or to participate in any fund in connection with workmen’s compensation, unemployment
insurance, old-age pensions, other social security programs or similar program or to secure
liability to insurance carriers under insurance or self insurance agreements or arrangement;



          (c) Liens of mechanics, materialmen, warehousemen, carrier or other like Liens, securing
obligations incurred in the ordinary course of business that are not yet due and payable and Liens
of landlords securing obligations to pay lease payments that are not yet due and payable or in
default, or if such Liens are due and payable, (i) are being contested in good faith and by
appropriate and lawful proceedings diligently conducted, (ii) for which such reserves or other
appropriate provisions, if any, as required by GAAP shall have been made and (iii) which shall be
paid in accordance with the terms of any final judgments or orders relating thereto within thirty
(30) days after the entry of such judgments or orders;



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



          (e) (i) Encumbrances consisting of zoning restrictions, easements, rights-of-way, or other
restrictions on the use of real property, (ii) defects in title to real property, and (iii) Liens,
encumbrances and title defects affecting real property not known by the Borrower or a Subsidiary,
as applicable, and not discoverable by a search of the public records, none of which materially
impairs the use of such property;



          (f) (i) Liens on assets of a Person which is merged into or acquired by the Borrower or a
Subsidiary of the Borrower on or after the date this Agreement, and (ii) Liens on assets acquired
after the date of this Agreement, provided that (A) such Liens existed at the time



18









 







of such merger
or acquisition and were not created in anticipation thereof, (B) no such Lien is spread to cover
any property or assets of the Borrower or any Subsidiary of the Borrower; and (C) the principal
amount of Indebtedness secured thereby is not increased from the amount outstanding immediately
prior to such merger or acquisition;



          (g) Liens created by or resulting from any litigation or legal proceedings which are currently
being contested in good faith by appropriate and lawful proceedings diligently conducted and for
which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall
have been made and Liens arising out of judgments or orders for the payment of money which do not
constitute an Event of Default hereunder;



          (h) Liens placed upon fixed assets described on Schedule 7.02 or fixed assets or
equipment hereafter acquired, in each case to secure all or a portion of the purchase price
thereof, provided that any such Lien shall not encumber any other property of the Borrower or any
Subsidiary;



          (i) Other Liens incidental to the conduct of the Borrower’s or any Subsidiary’s business or
the ownership of its property and assets which were not incurred in connection with the borrowing
of money or the obtaining of advances or credit, and which do not in the aggregate materially
detract from the value of the Borrower’s or any Subsidiary’s property or assets or which do not
materially impair the use thereof in the operation of the Borrower’s business;



          (j) Leases or subleases not otherwise prohibited by this Agreement or the other Loan
Documents;



          (k) The titanium sponge manufacturing facility lease agreement which the Borrower or one of
its Subsidiaries will enter into in connection with the financing of such facility and Liens on
such facility in favor of state development authorities with respect to tax incentives in
connection with such facility; and



          (l) Other Liens securing Debt not exceeding ten percent (10%) of the Consolidated Net Tangible
Assets and not encumbering the Pledged Equity.



          (m) Liens created hereunder or under any other Loan Document in favor of the Administrative
Agent for its benefit and the benefit of the Swing Loan Bank, any Issuing Bank or any Lender;



          “Person” shall mean any individual, corporation (including not-for-profit corporations),
general or limited partnership, limited liability company, joint venture, estate, trust,
association, organization, Governmental Entity or other entity of any kind or nature.



19









 





          “Plan” means an employee pension benefit plan, as defined in Section 3(2) of ERISA, as to
which any Loan Party or ERISA Affiliate may have any liability.



          “Platform” has the meaning assigned to such term in Section 6.01(f).



          “Pledge Agreement” means the First Amended and Restated Negative Pledge and Pledge Agreement,
dated as of the Closing Date, by the Borrower in favor of the Administrative
Agent, the First Amended and Restated Equity Pledge Agreement, dated as of the Closing Date by
the Borrower in favor of the Administrative Agent, the Charge Over Securities, dated September 27,
2007, between the Borrower and Citibank, N.A. (in its capacity as security agent) as amended and
supplemented by a Supplemental Deed, dated as of the Closing Date, between the Borrower, Citibank,
N.A. (the existing security agent) and the Administrative Agent (the new security agent) and any
other pledge agreement executed from time to time by a Pledgor in favor of the Administrative Agent
in substantially the forms attached hereto as Exhibit H with such changes as advisable
based on the laws of the jurisdiction of organization of the Foreign Subsidiary the ownership
interests of which are encumbered by such pledge agreement, each as amended, modified or
supplemented from time to time.



          “Pledged Equity” means sixty-five percent (65%) of the shares of capital stock of RTI-Claro,
Inc., and RTI Europe Limited and sixty-five percent (65%) of the capital stock, beneficial,
partnership or membership interests of any Foreign Subsidiary which may from time to time be
pledged by a Pledgor pursuant to Section 6.09.



          “Pledgor” means (i) the Borrower and (ii) each Domestic Subsidiary which owns, directly or
indirectly, any Foreign Subsidiary which is a Material Subsidiary.



          “Proposed Additional Revolving Credit Commitment” has the meaning specified in Section
2.18(a)(ii).



          “Purchase” means any transaction, or any series of related transactions, consummated on or
after the date of this Agreement, by which any Loan Party or any Subsidiary (a) acquires any going
business or all or substantially all of the assets of any Person or division or line of business
thereof, whether through purchase of assets, merger or otherwise, or (b) directly or indirectly
acquires (in one transaction or as of the most recent transaction in a series of transactions) at
least a majority (in number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage or voting power) of the outstanding
partnership interests of a partnership.



          “Ratable Share” means the proportion that a Lender’s Commitment (excluding the Swing Loan
Commitment) bears to the Commitments (excluding the Swing Loan Commitments) of all of the Lenders.
If the Commitments have terminated or expired, the



20









 







Ratable Share shall be determined based upon the
Commitments most recently in effect, giving effect to any assignments.



          “Register” has the meaning specified in Section 10.06(c).



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



          “Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the
regulations issued under such section, with respect to a Pension Plan, excluding, however, such
events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA
that it be notified within thirty (30) days of the occurrence of such event pursuant to subsection
        .22, .23, .27, .28 or .31 of DOL Regulations Section 4043.



          “Required Lenders” means, as of any date of determination, Lenders having more than fifty
percent (50%) of the Aggregate Commitments or, if the commitment of each Lender to make Loans has
been terminated pursuant to Section 8.02(a), Lenders holding in the aggregate more than fifty
percent (50%) of the Total Outstandings; provided that the Commitment of, and the portion of the
Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.



          “Revolving Credit Assumption Agreement” has the meaning specified in Section 2.17(d)(ii).



          “Revolving Credit Commitment” means as to any Lender (a) the amount set forth opposite such
Lender’s name on Schedule 2.01 hereto as such Lender’s “Revolving Credit Commitment”, (b)
if such Lender has become a Lender hereunder pursuant to an Assignment and Assumption, the amount
set forth as such Lender’s “Revolving Credit Commitment” in such Assignment and Assumption or (c)
if such Lender has entered into any Assignment and Assumption, the amount set forth as such
Lender’s “Revolving Credit Commitment” in the Register maintained by the Administrative Agent
pursuant to Section 10.06(c), as such amount may be reduced pursuant to Section 2.08. The
aggregate amount of the Revolving Credit Commitments on the Closing Date is Two Hundred Million and
00/100 Dollars ($200,000,000.00).



          “Revolving Credit Commitment Date” has the meaning specified in Section 2.17(b).



          “Revolving Credit Commitment Increase” has the meaning specified in Section 2.17(a).



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          “Revolving Credit Increase Date” has the meaning specified in Section 2.17(a).



          “Revolving Credit Maturity Date” means the earliest of (a) September 27, 2012, subject to
extension pursuant to Section 2.18, (b) the date of termination in whole of the
Revolving Credit Commitments pursuant to Section 2.08 and (c) the date of the termination in
whole of the Commitments pursuant to Section 8.02(a).



          “Revolving Credit Note” means a promissory note made by the Borrower in favor of a Lender
evidencing the Revolving Loans made by such Lender, substantially in the form of Exhibit D,
as amended, modified or supplemented from time to time.



          “Revolving Loan” means a Loan by a Lender to the Borrower as part of a Revolving Loan
Borrowing and refers to a Base Rate Loan or a Eurodollar Rate Loan, each of which shall be a
“Type” of Revolving Loan.



          “Revolving Loan Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the
same Type made be each of the Lenders pursuant to Section 2.01.



          “Revolving Loan Outstandings” means, at any time, the then aggregate outstanding principal
amount of all Revolving Loans.



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



          “SEC” means the Securities and Exchange Commission, or any Governmental Entity succeeding to
any of its principal functions.



          “Solvent” shall mean, with respect to any person on a particular date, that on such date (i)
the fair value of the property of such person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such person, (ii) the present fair
salable value of the assets of such person is not less than the amount that will be required to pay
the probable liability of such person on its debts as they become absolute and matured, (iii) such
person does not intend to, and does not believe that it will, incur debts or liabilities beyond
such person’s ability to pay as such debts and liabilities mature and (iv) such person is not
engaged in business or a transaction, and is not about to engage in business or a transaction, for
which such person’s property would constitute an unreasonably small capital. For purposes of the
definition of “Solvent” above, the amount of contingent liabilities at any time shall be computed
as the amount that, in the light of all the facts and circumstances existing as such time,
represents the amount that can reasonably be expected to become an actual or matured liability.



          “Subsidiary” means, with respect to any Person, any entity, whether incorporated or
unincorporated (including, without limitation, any limited liability company or limited



22









 







partnership), of which at least a majority of the securities ownership interests having by their
terms ordinary voting power to elect a majority of the board of directors or other Persons
performing similar functions is directly or indirectly owned or controlled by such Person or by
one or more of its respective Subsidiaries or by such Person and any one or more of its
respective Subsidiaries.



          “Subsidiary Guaranty” means the Subsidiary Guaranty made by the Guarantors in favor of the
Administrative Agent, the Issuing Bank, the Swing Loan Bank and the Lenders, substantially in the
form of Exhibit G, as supplemented from time to time pursuant to Section 6.09, each as
amended, modified or supplemented from time to time.



          “Swing Loan” means a Loan made by (a) the Swing Loan Bank pursuant to Section 2.03 or (b) by
any other Lender pursuant to Section 2.05(b).



          “Swing Loan Bank” means National City Bank or such other Lenders as shall, with the consent of
each Swing Loan Bank, the Administrative Agent and the Borrower, have assumed all or any portion of
the obligations of a Swing Loan Bank to make Swing Loans.



          “Swing Loan Borrowing” means a borrowing consisting of a Swing Loan made by the Swing Loan
Bank.



          “Swing Loan Commitment” means an aggregate amount not to exceed Fifteen Million and 00/100
Dollars ($15,000,000.00) at any one time.



          “Swing Loan Outstandings” means, at any time, the aggregate outstanding principal amount of
all Swing Loans.



          “Syndication Agent” means Citibank, N.A., in its capacity as syndication agent under any of
the Loan Documents, or any successor syndication agent.



          “Tax” (including, with correlative meaning, the term “Taxes,”) includes all federal, state,
local and foreign income, profits, franchise, gross receipts, environmental, capital stock,
severances, stamp, payroll, sales, employment, unemployment, disability, use, property,
withholding, excise, production, value added, occupancy and other taxes, duties or assessments of
any nature whatsoever, together with all interest, penalties and additions imposed with respect to
such amounts and any interest in respect of such penalties and additions.



          “Tax Return” includes all returns and reports (including elections, declarations, disclosures,
schedules, estimates and information returns, as well as attachments thereto and amendments
thereof) required to be supplied to a Tax authority relating to Taxes.



23









 





          “Term Loan” means a Loan by a Lender to the Borrower as part of a Term Loan Borrowing and
refers to a Base Rate Loan or a Eurodollar Rate Loan, each of which shall be a “Type” of
Term Loan.



          “Term Loan Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type
made by each of the Lenders pursuant to Section 2.02(a).



          “Term Loan Commitment” means as to any Lender (a) the amount set forth opposite such Lender’s
name on Schedule 2.02 hereto as such Lender’s “Term Loan Commitment”, (b) if such Lender
has become a Lender hereunder pursuant to an Assignment and Assumption, the amount set forth as
such Lender’s “Term Loan Commitment” in such Assignment and Assumption or (c) if such Lender has
entered into any Assignment and Assumption, the amount set forth as such Lender’s “Term Loan
Commitment” in the Register maintained by the Administrative Agent pursuant to Section 10.06(c), in
each case as the Term Loan Outstandings with respect to such Term Loan Commitment are reduced under
this Agreement, including without limitation, pursuant to Section 2.09(b). The aggregate amount of
the Term Loan Commitments on the Closing Date is Two Hundred Twenty-Five Million and 00/100 Dollars
($225,000,000.00).



          “Term Loan Maturity Date” means the earliest of (a) September 27, 2012, and (b) the date of
the termination in whole of the Commitments pursuant to Section 8.02(a).



          “Term Loan Outstandings” means, at any time, the then aggregate outstanding principal amount
of all Term Loans.



          “Term Note” means a promissory note made by the Borrower in favor of a Lender evidencing the
Term Loan made by such Lender, substantially in the form of Exhibit E, as amended, modified
or supplemented from time to time.



          “Total Commitments” means Four Hundred Twenty-Five Million and 00/100 Dollars
($425,000,000.00), as such amount may be increased or reduced as expressly provided in this
Agreement.



          “Total Outstandings” means, at any time, the sum of (i) the Term Loan Outstandings, (ii) the
Revolving Loan Outstandings, (iii) the Swing Loan Outstandings and the (iv) the Letter of Credit
Outstandings.



          “Transactions” means the execution, delivery and performance by the Loan Parties of the Loan
Documents, the borrowing of Loans, the issuance of Letters of Credit and the use of the proceeds
thereof.



24









 





          “Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate
Loan.



          “Unfunded Liability” means the amount (if any) by which the present value of all vested and
unvested accrued benefits under a Single Employer Plan exceeds the fair market
value of assets allocable to such benefits, all determined as of the then most recent
valuation date for such Plans based on the actuarial assumptions used by the Plan’s actuary in the
most recent annual valuation of the Plan.



          “United States” and “U.S.” mean the United States of America.



          “Unused Revolving Credit Commitment” means, with respect to each Lender at any time, (a) such
Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate
principal amount of all Revolving Loans made by such Lender (in its capacity as a Lender) and
outstanding at such time, plus (ii) such Lender’s Applicable Revolving Credit Percentage of
the aggregate Available Amount of all the Letters of Credit outstanding at such time.



          Section 1.02 Other Interpretive Provisions.



          With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document:



          (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to
have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i)
any definition of or reference to any agreement, instrument or other document (including any
Organization Document) shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar
import when used in any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references in a Loan Document to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference
to any law shall include all statutory and regulatory provisions consolidating, amending replacing
or interpreting such law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented from time to time,
and



25









 







(vi) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.



          (b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”



          (c) Article and Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.



          Section 1.03 Accounting Terms.



          (a) Generally. All accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time.



          (b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the Borrower or the
Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided that,
until so amended, (i) such ratio or requirement shall continue to be computed in accordance with
GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.



          Section 1.04 Times of Day.



          Unless otherwise specified, all references herein to times of day shall be references to
Eastern time (daylight or standard, as applicable).



          Section 1.05 Rounding.



          For the purposes of the calculating the number of shares of Pledged Equity pursuant to
Sections 5.18 and 7.05(c) and the definition of “Pledged Equity”, if the pledge of sixty-five
percent (65%) of the stock or other interests of the applicable Material Subsidiary would result in
the issuance of fractional shares, such lower percentage that would be rounded up to



26









 







sixty-five
percent (65%) if such percentage were carried to the first decimal point may be used to determine
the number of shares or other interests.



ARTICLE II

THE COMMITMENTS AND LOANS




          Section 2.01 Revolving Loans.



          (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Loans to the Borrower from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time such Lender’s Unused Revolving Credit
Commitment. Anything in this Agreement to the contrary notwithstanding, the Total Outstandings
shall not on the date of any extension of credit under this Agreement nor on the last day of an
Interest Period for any outstanding Borrowing exceed the Total Commitments.



          (b) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than Ten Million
and 00/100 Dollars ($10,000,000.00) or a whole multiple of One Million and 00/100 Dollars
($1,000,000.00) in excess thereof or the aggregate Unused Revolving Credit Commitments, if less.
Each Revolving Loan Borrowing shall consist of Revolving Loans of the same Type made on the same
day by the Lenders ratably according to their respective Revolving Credit Commitments.



          (c) Within the limits set forth above, the Borrower may from time to time borrow, prepay
pursuant to Section 2.07, repay pursuant to Section 2.09 and reborrow under this Section 2.01.



          Section 2.02 Term Loans.



          (a) Subject to the terms and conditions hereof, and relying upon the representations and
warranties herein set forth, each Lender severally agrees to make a Term Loan to the Borrower on
the Closing Date in the aggregate principal amount of Two Hundred Twenty-Five Million and 00/100
Dollars ($225,000,000.00) based upon and not to exceed such Lender’s Term Loan Commitment.
Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall not on the
date of any extension of credit under this Agreement nor on the last day of an Interest Period for
any outstanding Borrowing exceed the Total Commitments.



          (b) The obligations of each Lender to make Term Loans to the Borrower shall be in proportion
to such Lender’s Applicable Term Loan Percentage, but each Lender’s Term Loan to the Borrower shall
never exceed the Term Loan Commitment. The failure of any Lender to make a Term Loan shall not
relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional
liability on any other Lender hereunder. The Lenders



27









 







shall have no obligation to make Term Loans
hereunder after the Closing Date. The Term Loan Commitments are not revolving credit commitments,
and the Borrower shall not have the right to borrow, repay and reborrow under this Section 2.02.



          Section 2.03 Swing Loans.



          (a) The Borrower may request the Swing Loan Bank to make, and the Swing Loan Bank agrees, on
the terms and conditions hereof including the limitation set forth in Section 2.01(b), to make
Swing Loans to the Borrower from time to time on any Business Day during the Availability Period in
an aggregate amount not to exceed at any time outstanding Fifteen Million and 00/100 Dollars
($15,000,000.00).



          (b) Each Swing Loan shall be a Base Rate Loan or shall bear interest at such other interest
rate as mutually agreed to between the Borrower and the Swing Loan Bank.



          (c) Within the limits of the Swing Loan Commitments and the Unused Revolving Credit
Commitments as aforesaid, the Borrower may borrow under this Section 2.03, prepay pursuant to
Section 2.07, repay pursuant to Section 2.09 and reborrow under this Section 2.03.



          Section 2.04 Letters of Credit.



          (a) The Issuing Bank agrees, on the terms and conditions hereof, to issue one or more letters
of credit (each, a “Letter of Credit”) for the account of the Borrower, or any Subsidiary of the
Borrower, from time to time on any Business Day during the Availability Period until the date
thirty (30) days before the then scheduled Revolving Credit Maturity Date, provided that
(i) the aggregate Available Amount of all Letters of Credit shall not exceed at any time the Letter
of Credit Facility (ii) the Available Amount of such Letters of Credit shall not exceed the
aggregate Unused Revolving Credit Commitments of the Lenders at such time and (iii) if a Letter of
Credit shall be issued for a Subsidiary of the Borrower, the Borrower shall cause such Subsidiary
to be a co-applicant with the Borrower with respect to such Letter of Credit.



          (b) No Letter of Credit shall have an expiration date (including all rights of the Borrower or
the beneficiary thereof to require renewal of, or to have automatically renewed, such Letter of
Credit) later than thirty (30) days before the then scheduled Revolving Credit Maturity Date (as in
effect on the date of issuance of the applicable Letter of Credit).



          (c) Any Letter of Credit may provide that it will be automatically renewed annually unless
notice is given (1) by the Borrower to the relevant Issuing Bank not less than five (5) Business
Days prior to the date of the automatic renewal of such Letter of Credit, that such Letter of
Credit will not be renewed, or (2) by the relevant Issuing Bank to the Borrower



28









 







not less than
thirty (30) Business Days prior to the date of the automatic renewal of such Letter of Credit, of
its election not to renew such Letter of Credit; provided, however, that no Issuing
Bank shall give such a notice except (A) at any time during the continuance of any Event of Default
or (B) if any automatic renewal would extend a Letter of Credit expiration date to later
than thirty (30) days prior to the then scheduled Revolving Credit Maturity Date. In either
case in which such notice is given pursuant to the preceding sentence, such Letter of Credit will
expire on the date it would otherwise have been automatically renewed, provided that the
terms of such Letter of Credit may (y) require the relevant Issuing Bank forthwith to give to the
named beneficiary of such Letter of Credit notice of any notice given pursuant to the preceding
sentence and (z) permit the beneficiary, upon receipt of the notice under clause (y), to draw under
such Letter of Credit prior to the date such Letter of Credit would otherwise have been
automatically renewed.



          (d) Within the limits of the Letter of Credit Facility, the Borrower may request the issuance
of Letters of Credit under Section 2.04(a), repay any Letter of Credit Loans resulting from
drawings thereunder and request the issuance of additional Letters of Credit under Section 2.04(a).



          (e) Each letter of credit listed on Schedule 2.04 shall be deemed to constitute a
Letter of Credit issued hereunder, and each Lender or each Affiliate of a Lender that is an issuer
of such a Letter of Credit shall, for purposes of Section 2.19, be deemed to be the Issuing Bank
for each such letter of credit, provided than any renewal or replacement of any such letter
of credit shall be issued by the Issuing Bank pursuant to the terms of this Agreement.



          Section 2.05 Term Loan Borrowing; Revolving Loan Borrowings, Swing Loan Borrowings.



          (a) Term Loan Borrowing.




     (i) The Term Loan Borrowing shall be made on notice, given not later than (x) in the
case of a Term Loan Borrowing comprised of Eurodollar Rate Loans, 12:00 noon (New York City
time) on the third (3rd) Business Day prior to the Closing Date, and (y) in the
case of a Term Loan Borrowing comprised of Base Rate Loans, 10:00 A.M. (New York City time)
on the Closing Date, by the Borrower to the Administrative Agent, which shall give to each
Lender prompt notice thereof by telecopier, telex, cable or electronic mail. The notice of
Term Loan Borrowing shall be made in the form of a written Loan Notice, or orally and
confirmed immediately in writing, by telecopier, telex, cable or electronic mail, in the
form of a written Loan Notice, specifying therein the requested (i) Type of Term Loan
comprising the Term Loan Borrowing, (ii) aggregate amount of such Term Loan Borrowing and
(iii) in the case of a Term Loan Borrowing comprised of Eurodollar Rate Loans, the Interest
Period for such Term Loan. Each Lender shall (A) before 11:00 A.M. (New York City time) on
the Closing Date (in the



29









 







case of a Eurodollar Rate Borrowing) and (B) before 1:00 P.M. (New
York City time) on the Closing Date of such Term Loan Borrowing (in the case of a Base Rate
Borrowing), make available for the account of its applicable Lending Office to the
Administrative Agent at the Administrative Agent’s Account in same day funds, such Lender’s
ratable
portion of such Term Loan Borrowing (based upon its Applicable Term Loan Percentage).
After the Administrative Agent’s receipt of such funds and upon fulfillment of the
applicable conditions set forth in Section 4.01, the Administrative Agent will make such
funds available to the Borrower in such manner as the Administrative Agent and the Borrower
may agree.




     (ii) Subject to Sections 3.02 and 3.03, the notice of Term Loan Borrowing shall be
irrevocable and binding on the Borrower. If the notice of Term Loan Borrowing specifies
such Term Loan Borrowing is to be comprised of Eurodollar Rate Loans, the Borrower shall
indemnify each relevant Lender against any loss, cost or expense incurred by such Lender as
a result of any failure to fulfill on or before the Closing Date the applicable conditions
set forth in Section 4.01, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Term Loan to be made by such
Lender as part of such Term Loan Borrowing when such Term Loan, as a result of such failure,
is not made on such date.




     (iii) The failure of any Lender to make the Term Loan to be made by it as part of the
Term Loan Borrowing shall not relieve any other Lender of its obligation, if any, hereunder
to make its Term Loan on the Closing Date, but no Lender shall be responsible for the
failure of any other Lender to make the Term Loan to be made by such other Lender on the
Closing Date.




     (iv) If any Lender makes available to the Administrative Agent funds for the Term Loan
to be made by such Lender as provided in the foregoing provisions of this Article II, and
such funds are not made available on the Closing Date to the Borrower by the Administrative
Agent because the conditions to the Term Loan Borrowing set forth in Section 4.01 are not
satisfied or waived in accordance with the terms hereof, the Administrative Agent shall
return such funds (in like funds as received from such Lender) to such Lender within one (1)
Business Day, without interest.




     (v) The obligations of the Lenders hereunder to make Term Loans and to make payments
pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make
any Term Loan or to make any payment under Section 10.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date,
and no Lender shall be responsible for the failure of any other Lender to so make its Term
Loan or to make its payment under Section 10.04(c).



30









 






     (vi) Nothing herein shall be deemed to obligate any Lender to obtain the funds for the
Term Loan in any particular place or manner or to constitute a representation by any Lender
that it has obtained or will obtain the funds for the Term Loan in any particular place or
manner.



          (b) Revolving Loan Borrowings. (i) Each Revolving Loan Borrowing shall be made on notice,
given not later than (x) 12:00 noon (New York City time) on the third (3rd) Business Day
prior to the date of a Eurodollar Rate Borrowing, and (y) 10:00 A.M. (New York City time) on the
day of a Base Rate Borrowing, by the Borrower to the Administrative Agent, which shall give to each
Lender prompt notice thereof by telecopier, telex, cable or electronic mail. Each notice of a
Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be made in the form of a
written Loan Notice, or orally and confirmed immediately in writing, by telecopier, telex, cable or
electronic mail, in the form of a written Loan Notice, specifying therein the requested (i) date of
such Revolving Loan Borrowing (which shall be a Business Day), (ii) Type of Revolving Loan
comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing
and (iv) in the case of a Revolving Loan Borrowing comprised of Eurodollar Rate Loans, the Interest
Period for each such Revolving Loan. Each Lender shall (A) before 11:00 A.M. (New York City time)
on the date of such Borrowing (in the case of a Eurodollar Rate Borrowing) and (B) before 1:00 P.M.
(New York City time) on the date of such Borrowing (in the case of a Base Rate Borrowing), make
available for the account of its applicable Lending Office to the Administrative Agent at the
Administrative Agent’s Account in same day funds, such Lender’s ratable portion of such Borrowing
(based upon its Applicable Revolving Credit Percentage). After the Administrative Agent’s receipt
of such funds and upon fulfillment of the applicable conditions set forth in Section 4.02, the
Administrative Agent will make such funds available to the Borrower in such manner as the
Administrative Agent and the Borrower may agree; provided, however, that the
Administrative Agent shall first make a portion of such funds equal to the aggregate principal
amount of any Swing Loan and Letter of Credit Loans as to which the Borrower has received timely
notice made by the Swing Loan Bank or the Issuing Bank, as the case may be, and by any other Lender
and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid
thereon to and as of such date, available to the Swing Loan Bank or the Issuing Bank, as the case
may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans.




     (ii) Subject to Sections 3.02 and 3.03, each Notice of Revolving Loan Borrowing shall be
irrevocable and binding on the Borrower. In the case of any Revolving Loan Borrowing by the
Borrower which the related Notice of Revolving Loan Borrowing specifies is to be comprised
of Eurodollar Rate Loans, the Borrower shall indemnify each relevant Lender against any
loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in such Notice of Revolving Loan Borrowing for such Revolving Loan
Borrowing the applicable conditions set forth in Section 4.02, including, without
limitation, any loss (excluding



31









 







loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by such Lender
to fund the Revolving Loan to be made by such Lender as part of such Revolving Loan
Borrowing when such Revolving Loan, as a result of such failure, is not made on such date.




     (iii) Unless the Administrative Agent shall have received notice from a Lender prior to
the time any Revolving Loan Borrowing is required to be made that such Lender will not make
available to the Administrative Agent such Lender’s ratable portion of such Revolving Loan
Borrowing, the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Revolving Loan Borrowing in
accordance with subsection (b)(i) of this Section 2.05 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a corresponding
amount. If and to the extent that such Lender shall not have so made such ratable portion
available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent
forthwith on demand a fee in the amount of Two Hundred Dollars ($200.00), and such Lender
and the Borrower severally agree to repay to the Administrative Agent forthwith on demand
such ratable portion of such Revolving Loan Borrowing together with interest thereon, for
each day from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (A) in the case of the Borrower, the
interest rate applicable at the time to Revolving Loans comprising such Revolving Loan
Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, provided that
the Borrower retains its rights against such Lender with respect to any damages it may incur
as a result of such Lender’s failure to fund, and notwithstanding anything herein to the
contrary, in no event shall the Borrower be liable to such Lender or any other Person for
the interest payable by such Lender to the Administrative Agent pursuant to this sentence.
If such Lender shall repay to the Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Lender’s Revolving Loan as part of such Revolving
Loan Borrowing for purposes of this Agreement.




     (iv) The failure of any Lender to make the Revolving Loan to be made by it as part of
any Revolving Loan Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Revolving Loan on the date of such Revolving Loan Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the Revolving Loan
to be made by such other Lender on the date of any Revolving Loan Borrowing.




     (v) If any Lender makes available to the Administrative Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article II, and such
funds are not made available to the Borrower by the Administrative Agent because the
conditions to the applicable Borrowing set forth in Section 4.02 are not satisfied or waived
in accordance with the terms hereof, the Administrative Agent



32









 







shall return such funds (in
like funds as received from such Lender) to such Lender, without interest.




     (vi) The obligations of the Lenders hereunder to make Loans and to make payments
pursuant to Section 10.04(c) are several and not joint. The failure of any
Lender to make any Loan or to make any payment under Section 10.04(c) on any date
required hereunder shall not relieve any other Lender of its corresponding obligation to do
so on such date, and no Lender shall be responsible for the failure of any other Lender to
so make its Loan or to make its payment under Section 10.04(c).



     (vii) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any
Loan in any particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any Loan in any particular place or manner.



          (c) Swing Loan Borrowings. (i) Each Swing Loan Borrowing shall be made on oral notice, given
not later than 2:00 P.M. (New York City time) on the date of such proposed Swing Loan Borrowing by
the Borrower to the Administrative Agent (who shall promptly inform the Swing Loan Bank thereof).
Promptly thereafter, the Borrower shall give written notice of the Swing Loan Borrowing (each such
notice a “Notice of Swing Loan Borrowing”) to the Administrative Agent by electronic mail (which
shall give to the Swing Loan Bank prompt notice thereof by electronic mail), and shall specify
therein (i) the date of such Borrowing (which shall be a Business Day), (ii) the amount of such
Borrowing and (iii) the account of the Borrower to which the proceeds of such Borrowing are to be
made available.




     (ii) Upon (i) demand by the Swing Loan Bank, each other Lender shall purchase from the
Swing Loan Bank, and the Swing Loan Bank shall sell and assign to each other Lender, such
other Lender’s Applicable Revolving Credit Percentage of each outstanding Swing Loan made by
the Swing Loan Bank together with related claims for accrued and unpaid interest or (ii) an
Event of Default of the type referred to in clauses (a), (f), (g) or (h) of Section 8.01,
upon a Change of Control or any rescission or restoration of any payment received by the
Swing Loan Bank in respect of any Swing Loan (whether as a result of proceedings in
bankruptcy or otherwise), each Lender shall purchase from the Swing Loan Bank, and the Swing
Loan Bank shall sell and assign to each Lender, such Lender’s Applicable Revolving Credit
Percentage of each outstanding Swing Loan together with related claims for accrued and
unpaid interest, in each case by making available for the account of its Applicable Lending
Office to the Administrative Agent for the account of the Swing Loan Bank by deposit to the
Administrative Agent at its aforesaid address, in same day funds, an amount equal to the sum
of (x) the portion of the outstanding principal amount of such Swing Loans to be purchased
by such Lender plus (y) interest accrued and unpaid to and as of such date on such
portion of the outstanding principal amount of such Swing Loans. Each Lender’s obligation
to make



33









 







such payments to the Administrative Agent for the account of the Swing Loan Bank
under this paragraph (b)(ii), and the Swing Loan Bank’s right to receive the same, shall be
absolute and unconditional and shall not be affected by any circumstance whatsoever,
including, without limitation, the failure of any other Lender to make its payment under
this paragraph (c)(ii), the financial condition of the Borrower (or any other Person), the
existence of any Default, the failure of any of the conditions set forth in Section
4.02 to be satisfied, or the termination of the Commitments. Each such payment to the Swing
Loan Bank shall be made without any offset, abatement, withholding or reduction whatsoever.
Each Lender agrees to purchase its Applicable Revolving Credit Percentage of such
outstanding Swing Loans as described above on (i) the Business Day on which demand therefor
is made by the Swing Loan Bank, provided that notice of such demand is given not
later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first
(1st) Business Day next succeeding such demand if notice of such demand is given
after such time. Upon any such assignment by the Swing Loan Bank to any other Lender of a
portion of the Swing Loan Bank’s Swing Loans, the Swing Loan Bank represents and warrants to
such other Lender that the Swing Loan Bank is the legal and beneficial owner of such
interest being assigned by it, but makes no other representation or warranty and assumes no
responsibility with respect to such Swing Loan, the Loan Documents or any party thereto. If
and to the extent that any Lender shall not have so made the amount of such Swing Loan
available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent
for the account of the Swing Loan Bank forthwith on demand such amount together with
interest thereon, for each day from the date of demand by the Swing Loan Bank until the date
such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender
shall pay to the Administrative Agent such amount for the account of the Swing Loan Bank,
such amount so paid in respect of principal shall constitute a Swing Loan by such Lender for
purposes of this Agreement, and the outstanding principal amount of the Swing Loans made by
the Swing Loan Bank shall be reduced by such amount pro rata.



          Section 2.06 Conversions or Continuations.



          (a) Each conversion of Loans from one Type to the other and each continuation of Eurodollar
Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which
may be given by telephone or in the form of a written Conversion or Continuation Notice. Each such
notice must be received by the Administrative Agent not later than 12:00 noon three (3) Business
Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans or
of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the
Borrower pursuant to this Section 2.06(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Conversion or Continuation Notice appropriately completed and
signed by an Authorized Officer of the Borrower. Each conversion to or continuation of Eurodollar
Rate Loans shall be in a principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) or a
whole multiple of



34









 







One Million and 00/100 Dollars ($1,000,000.00) in excess thereof. Each
conversion to Base Rate Loans shall be in a principal amount of Five Hundred Thousand and 00/100
Dollars ($500,000.00) or a whole multiple of One Hundred Thousand and 00/100 Dollars ($100,000.00)
in excess thereof. Each Conversion or Continuation Notice (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other
or a continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of
Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable
Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base
Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans. If the Borrower requests a conversion to, or continuation
of Eurodollar Rate Loans in any such Conversion or Continuation Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one month.



          (b) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of
an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.



          (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of
such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent
shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate
used in determining the Base Rate promptly following the public announcement of such change.



          (d) After giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more than eight Interest
Periods in effect with respect to Loans.



          Section 2.07 Prepayments.



          (a) Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty;
provided that (i) such notice must be received by the Administrative Agent not later than 10:00
a.m. (A) two (2) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on
the date of prepayment of Base Rate Loans; (ii) any prepayment of Loans shall be in a principal
amount of Ten Million and 00/100 Dollars ($10,000,000.00) or a whole multiple of One Million and
00/100 Dollars ($1,000,000.00) in



35









 







excess thereof; if less, the entire principal amount thereof then
outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s)
of Loans to be prepaid. All Term Loan prepayments permitted pursuant to this Section 2.07 shall be
applied ratably to the unpaid installments of principal on the Term Loans. If the Borrower prepays
a Loan but fails to specify the applicable Eurodollar Rate Loan which the Borrower is prepaying,
the prepayment shall be applied (i) first to Revolving Loans and then to Term Loans; and (ii) after giving
effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to Base
Rate Loans, then to Eurodollar Rate Loans. The Administrative Agent will promptly notify each
Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving
Credit Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. Any prepayment of
a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be
applied to the Loans of the Lenders in accordance with their respective Applicable Revolving Credit
Percentage or Applicable Term Loan Percentage, as applicable.



          (b) Mandatory Prepayments. Within three hundred sixty five (365) days of any sale or other
disposition of assets by the Borrower or such Subsidiary of the Borrower as permitted by Section
7.06(d) when the proceeds of such sale or other disposition or the aggregate proceeds of all such
sales and other dispositions in any fiscal year exceed Twenty-Five Million and 00/100 Dollars
($25,000,000.00), the Borrower shall make a mandatory prepayment of principal on the Term Loan
equal to the after-tax proceeds of such sale (as estimated in good faith by the Borrower), together
with accrued interest on such principal amount to the extent that the Borrower and its Subsidiaries
have not reinvested the proceeds of such sale or other disposition in capital expenditures or
acquisition of replacement assets. All prepayments pursuant to this Section 2.07(b) shall first be
applied ratably to the unpaid installments of principal on the Term Loan, and then to the Revolving
Loans outstanding, if any, and the excess, if any, shall be returned to the Borrower. All
prepayments required pursuant to this Section 2.07(b) shall first be applied to the principal
amount of the Base Rate Loans, then to the principal amount of the Eurodollar Rate Loans. In
accordance with Sections 3.04 and 3.05, as applicable, the Borrower shall indemnify the Lenders for
any loss or expense, including loss of margin, incurred with respect to any such prepayments
applied against Eurodollar Rate Loans on any day other than the last day of the applicable Interest
Period.



          (c) Excess Outstandings. If for any reason the Total Outstandings (excluding the Term Loan
Outstandings) at any time exceed the Aggregate Revolving Credit Commitments then in effect, the
Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.



36









 





          (d) No Reborrowing. Term Loans prepaid pursuant to this Section 2.07 may not be reborrowed.



          Section 2.08 Termination or Reduction of Commitments.



          The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving
Credit Commitments or from time to time permanently reduce the Aggregate Revolving Credit
Commitments; provided that (i) any such notice shall be received by the Administrative Agent not
later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii)
any such partial reduction shall be in an aggregate amount of Ten Million and 00/100 Dollars
($10,000,000.00) or any whole multiple of One Million and 00/100 Dollars ($1,000,000.00) in excess
thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Credit
Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total
Outstandings (excluding the Term Loan Outstandings) would exceed the Aggregate Revolving Credit
Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the
Aggregate Revolving Credit Commitments shall be applied to the Commitment of each Lender according
to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any
termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of
such termination.



          Section 2.09 Repayment of Loans.



          (a) Revolving Loans. The Borrower shall repay to the Administrative Agent for the account of
each Lender the principal amount of each Revolving Loan made by such Lender to the Borrower, and
each Revolving Loan made by such Lender shall mature, on the earlier of (i) the last day of the
Interest Period for such Revolving Loan and (ii) the Revolving Credit Maturity Date.



          (b) Term Loans. The Borrower shall repay to the Administrative Agent for the account of each
Lender, as applicable, the principal amount of the Term Loans made by such Lender to the Borrower
in: consecutive quarterly installments as follows: (i) on the last Business Day of each March,
June, September and December, 2010, a quarterly installment each in an amount equal to Eleven
Million Two Hundred Fifty Thousand and 00/100 Dollars ($11,250,000.00); (ii) on the last Business
Day of each March, June, September and December, 2011, a quarterly installment each in an amount
equal to Eleven Million Two Hundred Fifty Thousand and 00/100 Dollars ($11,250,000.00); and (iii)
on the last Business Day of each March and June, 2012, a quarterly installment each in an amount
equal to Thirty Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($33,750,000.00),
with the final installment of the remaining principal balance and accrued and unpaid interest due
and payable on the Term Loan Maturity Date.



37









 





          (c) Swing Loans. The Borrower shall repay to the Administrative Agent for the account of the
Swing Loan Bank and each other Lender that has made a Swing Loan, the outstanding principal amount
of each Swing Loan to the Borrower made by each of them on the
earlier of (i) the first Wednesday following the date of such Swing Loan Borrowing and (ii)
the Revolving Credit Maturity Date.



          Section 2.10 Interest.



          (a) Subject to Section 2.10(b), (i) each Eurodollar Rate Loan shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per annum equal to the
Eurodollar Rate for such Interest Period plus the respective Applicable Margin; and (ii) each Base
Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the respective Applicable Margin.



          (b) If any principal of or interest on any Loan or any fee or other amount payable by the Loan
Parties hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise,
such overdue amount shall bear interest, after as well as before judgment, at a rate per annum
equal to the Default Rate to the fullest extent permitted by applicable laws. Accrued and unpaid
interest on past due amounts (including interest on past due interest) shall be due and payable
upon demand.



          (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.



          Section 2.11 Interest Rate Determination.



          (a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the
applicable interest rate determined by the Administrative Agent if the screen rate is unavailable.



          (b) If the Borrower shall fail to select the duration of any Interest Period for any
Eurodollar Rate Loans in accordance with the provisions contained in the definition of “Interest
Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the
Lenders and such Loans will automatically, on the last day of the then existing Interest Period
therefor, convert into Base Rate Loans.



          (c) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans
comprising any Borrowing shall be reduced, by payment or prepayment or



38









 







otherwise, to less than Ten
Million and 00/100 Dollars ($10,000,000.00), such Loans shall automatically, on the last day of the
then existing Interest Period therefor, convert into Base Rate Loans.



          (d) Upon the occurrence and during the continuance of any Event of Default, (i) each
Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period
therefor, convert into a Base Rate Loan and (ii) the obligation of the Lenders to make, or to
convert Loans into, Eurodollar Rate Loans shall be suspended.



          (e) If the Reuters LIBOR01 Screen is unavailable and the Administrative Agent cannot determine
the Eurodollar Rate for any Eurodollar Rate Loans:




     (i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that
the interest rate cannot be determined for such Eurodollar Rate Loans,




     (ii) each outstanding Eurodollar Rate Loan will automatically, on the last day of the
then existing Interest Period therefor, convert into a Base Rate Loan (or if such Loan is
then a Base Rate Loan, will continue as a Base Rate Loan), and




     (iii) the obligation of the Lenders to make Eurodollar Rate Loans or to convert Loans
into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify
the Borrower and the Lenders that the circumstances causing such suspension no longer exist.



          Section 2.12 Fees.



          (a) Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each
Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee equal to the
respective Applicable Margin times the Aggregate Revolving Credit Commitments. The facility fee
shall accrue at all times from and including the Closing Date to but excluding the Revolving Credit
Maturity Date, including at any time during which one or more of the conditions in Article IV is
not met, and shall be due and payable quarterly in arrears on the last Business Day of each
September, December, March and June, commencing September 30, 2008, and on the Revolving Credit
Maturity Date (and, if applicable, thereafter on demand).



          (b) Letter of Credit Fees. The Borrower shall pay the following amounts with respect to
Letters of Credit issued by any Issuing Bank:




     (i) to the Administrative Agent for the account of the Issuing Bank with respect to
each Letter of Credit issued by the Issuing Bank, an issuance fee equal to one eighth of one
percent (0.125%) per annum of the Available Amount of such Letter of



39









 







Credit, due and payable
in arrears on (A) the last Business Day of each September, December, March and June,
commencing on the first day following the issuance of such Letter of Credit and (B) the
Revolving Credit Maturity Date (and, if applicable, thereafter on demand); and




     (ii) to the Administrative Agent for the ratable account of each Lender, a letter of
credit fee equal to a rate per annum equal to the Applicable Margin for Eurodollar Rate
Loans on the Available Amount of all outstanding Letters of Credit. The letter of credit
fee shall accrue at all times from and including the Closing Date to and including the
Revolving Credit Maturity Date, including at any time during which one or more of the
conditions in Section 4.02 is not met, and shall be due and payable in arrears on (A) the
last Business Day of each September, December, March and June, commencing September 30, 2008
and (B) the Revolving Credit Maturity Date (and, if applicable, thereafter on demand).



          (c) Other Fees. The Borrower shall pay: (i) the Documentation Agent, for its own account,
such fees as have been agreed to pursuant to the Documentation Agent Fee Letter; and (ii) the
Administrative Agent, for its own account or the account of the Lenders, as applicable, such fees
as have been agreed pursuant to the Administrative Agent Fee Letter.



          Section 2.13 Computation of Interest and Fees.



          All computations of interest for Base Rate Loans shall be made on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed when the Base Rate is determined pursuant
to clause (b) of the definition of Base Rate. All other computations of fees and interest shall be
made on the basis of a 360-day year and actual days elapsed (which results in more fees or
interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan
that is repaid on the same day on which it is made shall, subject to Section 2.15(a), bear interest
for one (1) day. Each determination by the Administrative Agent of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest error.



          Section 2.14 Evidence of Debt.



          The Loans made by each Lender shall be evidenced by one or more accounts or records maintained
by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments
thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrower hereunder to pay



40









 







any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.
Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute
and deliver to such Lender
(through the Administrative Agent) Notes, which shall evidence such Lender’s Loans in addition
to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the
date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.



          Section 2.15 Payments Generally; Administrative Agent’s Clawback.



          (a) General. All payments to be made by the Borrower shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly
provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable
Revolving Credit Percentage or Applicable Term Loan Percentage, as applicable, (or other applicable
share as provided herein) of such payment in like funds as received by wire transfer to such
Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall
be deemed received on the next succeeding Business Day and any applicable interest or fee shall
continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.



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


A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing
under this Section 2.15(b) shall be conclusive, absent manifest error.




41









 








          Section 2.16 Sharing of Payments by Lenders.



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




     (i) if any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest; and




     (ii) the provisions of this Section 2.16 shall not be construed to apply to (x) any
payment made by the Borrower pursuant to and in accordance with the express terms of this
Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans to any assignee or participant, other than to
the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16
shall apply).


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




          Section 2.17 Increase in the Aggregate Revolving Credit Commitments.



          (a) The Borrower may, at any time but in any event not more than once in any calendar year
prior to the Revolving Credit Maturity Date, by notice to the Administrative Agent in the form
attached hereto as Exhibit C, request that the aggregate amount of the Revolving Credit
Commitments be increased by an amount of at least Ten Million and 00/100 Dollars ($10,000,000.00)
or an integral multiple of Five Million and 00/100 Dollars ($5,000,000.00) in excess thereof (each
a “Revolving Credit Commitment Increase”) to be effective as of a date that is at least ninety (90)
days prior to the scheduled Revolving Credit Maturity Date then in effect (the “Revolving Credit
Increase Date”) as specified in the related notice to the Administrative Agent; provided,
however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments
at any time exceed Three Hundred Million and 00/100 Dollars ($300,000,000.00) and (ii) on the date
of any request by the Borrower for a Revolving Credit Commitment Increase



42









 







and on the related
Revolving Credit Increase Date the conditions set forth in Section 4.03 shall have been satisfied.



          (b) The Administrative Agent shall promptly notify the Lenders of a request by the Borrower
for a Revolving Credit Commitment Increase, which notice shall include (i) the proposed amount of
such requested Revolving Credit Commitment Increase, (ii) the proposed Revolving Credit Increase
Date and (iii) the date by which Lenders wishing to participate in the Revolving Credit Commitment
Increase must commit to an increase in the amount of their respective Revolving Credit Commitments
(the “Revolving Credit Commitment Date”). Each Lender that is willing to participate in such
requested Revolving Credit Commitment Increase (each an “Increasing Revolving Credit Lender”)
shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the
Revolving Credit Commitment Date of the amount by which it is willing to increase its Revolving
Credit Commitment. If the Lenders notify the Administrative Agent that they are willing to
increase the amount of their respective Revolving Credit Commitments by an aggregate amount that
exceeds the amount of the requested Revolving Credit Commitment Increase, the requested Revolving
Credit Commitment Increase shall be allocated among the Lenders pro rata in accordance with the
aggregate Revolving Loan Commitments of such Increasing Revolving Credit Lenders.



          (c) Promptly following each Revolving Credit Commitment Date, the Administrative Agent shall
notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in
the requested Revolving Credit Commitment Increase. If the aggregate amount by which the Lenders
are willing to participate in any requested Revolving Credit Commitment Increase on any such
Revolving Credit Commitment Date is less than the requested Revolving Credit Commitment Increase,
then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion
of the requested Revolving Credit Commitment Increase that has not been committed to by the Lenders
as of the applicable Revolving Credit Commitment Date; provided, however, that the
Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of Five Million
and 00/100 Dollars ($5,000,000.00) or an integral multiple of One Million and 00/100 Dollars
($1,000,000.00) in excess thereof.



          (d) On each Revolving Credit Increase Date, each Eligible Assignee that accepts an offer to
participate in a requested Revolving Credit Commitment Increase in accordance with Section 2.17(c)
(each such Eligible Assignee, an “Assuming Revolving Credit Lender”) shall become a Lender party to
this Agreement as of such Revolving Credit Increase Date and the Revolving Credit Commitment of
each Increasing Revolving Credit Lender for such requested Revolving Credit Commitment Increase
shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the
last sentence of Section 2.17(b)) as of such Revolving Credit Increase Date; provided,
however, that the Administrative Agent shall have received on or before such Revolving
Credit Increase Date the following, each dated such date:



43









 






     (i) certified copies of resolutions of the Board of Directors of the Borrower or the
Executive Committee of such Board approving the Revolving Credit Commitment
Increase and the corresponding modifications to this Agreement and an opinion of
counsel for the Borrower (which may be in-house counsel) satisfactory to the Administrative
Agent;




     (ii) an assumption agreement from each Assuming Revolving Credit Lender, if any, in
form and substance satisfactory to the Borrower and the Administrative Agent (each a
“Revolving Credit Assumption Agreement”), duly executed by such Assuming Revolving Credit
Lender, the Administrative Agent and the Borrower; and




     (iii) confirmation from each Increasing Revolving Credit Lender of the increase in the
amount of its Revolving Credit Commitment in a writing satisfactory to the Borrower and the
Administrative Agent.


On each Revolving Credit Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.17(d) and in Section 4.03, the Administrative
Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the
Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the
Revolving Credit Commitment Increase to be effected on such Revolving Credit Increase Date and
shall record in the Register the relevant information with respect to each Increasing Revolving
Credit Lender and each Assuming Revolving Credit Lender on such date.




          (e) On the Revolving Credit Increase Date, if any Revolving Loans are then outstanding, the
Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the
Borrower with Section 3.05) prepay Revolving Loans of all or certain of the Lenders such that,
after giving effect thereto, the Revolving Loans (including, without limitation, the Types and
Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing
Revolving Credit Lenders and the Assuming Revolving Credit Lenders) ratably in accordance with
their respective Applicable Revolving Credit Percentage after giving effect to such Revolving
Credit Commitment Increase. On and after each Revolving Credit Increase Date, the Applicable
Revolving Credit Percentage of each Lender’s participation in Revolving Loans shall be calculated
after giving effect to each such Revolving Credit Commitment Increase.



          Section 2.18 Extension of Revolving Credit Maturity Date.



          (a) The Borrower may, by notice to the Administrative Agent (which shall promptly notify the
Lenders) not less than forty-five (45) days and not more than ninety (90) days prior to each of the
first (1st) and second (2nd) anniversaries of the Closing Date (each
anniversary, an “Anniversary Date”, request that each Lender extend such Lender’s Revolving Credit
Maturity Date to the date (the “Extended Revolving Credit Maturity Date”) that is one



44









 







year after
the then scheduled Revolving Credit Maturity Date. Each Lender, acting in its sole discretion,
shall, by written notice to the Administrative Agent given no later than the date (the
"Consent Date”) that is twenty (20) days prior to the relevant Anniversary Date
(provided that, if such date is not a Business Day, the Consent Date shall be the next
succeeding Business Day), advise the Administrative Agent as to:




     (i) whether such Lender agrees to such extension of its Revolving Credit Maturity Date
(each Lender so agreeing to such extension being an “Extending Revolving Credit Lender”);
and




     (ii) only if such Lender is an Extending Revolving Credit Lender, whether such Lender
also irrevocably offers to increase the amount of its Revolving Credit Commitment in
connection with the replacement of one or more Non-Extending Lenders (each Lender so
offering to increase its Revolving Credit Commitment being an “Increasing and Extending
Revolving Credit Lender” as well as an Extending Revolving Credit Lender) and, if so, the
amount of the additional Revolving Credit Commitment such Lender so irrevocably offers to
assume hereunder (such Lender’s “Proposed Additional Revolving Credit Commitment”).


Each Lender that determines not to extend its Revolving Credit Maturity Date (a “Non-Extending
Revolving Credit Lender”) shall notify the Administrative Agent (which shall notify the Lenders) of
such fact promptly after such determination but in any event no later than the Consent Date, and
any Lender that does not advise the Administrative Agent in writing on or before the Consent Date
shall be deemed to be a Non-Extending Revolving Credit Lender and (without limiting the Borrower’s
rights under this Section 2.18) shall have no liability to the Borrower in connection therewith.
The election of any Lender to agree to such extension shall not obligate any other Lender so to
agree. The Administrative Agent shall notify the Borrower of each Lender’s determination under
this Section 2.18(a) no later than the date fifteen (15) days prior to the relevant Anniversary
Date (or, if such date is not a Business Day, on the next preceding Business Day).





     (b) (i) If all of the Lenders are Extending Revolving Credit Lenders, then, effective
as of the Consent Date, the Revolving Credit Maturity Date of each Lender shall be extended
to the Extended Revolving Credit Maturity Date as provided in Section 2.18(b)(ii)(1), and
the respective Revolving Credit Commitments of the Lenders will not be subject to change at
such Consent Date pursuant to this Section 2.18.




     (ii) If and only if the sum of (x) the aggregate amount of the Revolving Credit
Commitments of the Extending Revolving Credit Lenders (that are not Increasing and Extending
Revolving Credit Lenders) plus (y) the aggregate amount of the Proposed Additional
Revolving Credit Commitments of the Increasing and Extending Revolving Credit Lenders (such
sum, the “Extending Revolving Credit Commitments”) shall be



45









 







equal to at least fifty percent
(50%) of the then total Revolving Credit Commitments, then:




(1) effective as of the Consent Date, the Revolving Credit Maturity Date of each
Extending Revolving Credit Lender shall be extended to the Extended Revolving Credit
Maturity Date;




(2) the Borrower shall (so long as no Event of Default shall have occurred and be
continuing) have the right, but not the obligation, during the period commencing on
the Consent Date and ending on the immediately succeeding Anniversary Date to
replace each Non-Extending Revolving Credit Lender as a party to this Agreement in
accordance with Section 2.18(c); and




(3) the Administrative Agent shall notify the Issuing Bank and the Swing Loan Bank
of the Extended Revolving Credit Maturity Date and the Lenders whose Revolving
Credit Maturity Dates are the Extended Revolving Credit Maturity Date, and the
Issuing Bank and the Swing Loan Bank, acting in its sole discretion, shall determine
whether it shall elect to extend its Revolving Credit Maturity Date to the Extended
Revolving Credit Maturity Date and shall so notify the Administrative Agent, at
which time the Issuing Bank’s obligation to issue Letters of Credit pursuant to
Section 2.04 and the Swing Loan Bank’s obligation to make Swing Loan pursuant to
Section 2.03 shall be extended to the date that is thirty (30) days prior to the
Extended Revolving Credit Maturity Date.




     (iii) If neither of the conditions specified in clause (i) or clause (ii) of this
Section 2.18(b) is satisfied, then neither the Revolving Credit Maturity Date nor the
Revolving Credit Commitment of any Lender will change pursuant to this Section 2.18 on such
Consent Date, and the Borrower will not have the right to take any of the actions specified
in Section 2.18(b)(ii)(2).



          (c) Replacement by the Borrower of Non-Extending Revolving Credit Lenders pursuant to Section
2.18(b)(ii)(2) shall be effected as follows (certain terms being used in this Section 2.18(c)
having the meanings assigned to them in Section 2.18(d)) on the relevant Assignment Date:




     (i) the Assignors shall severally assign and transfer to the Assignees, and the
Assignees shall severally purchase and assume from the Assignors, all of the Assignors’
rights and obligations (including, without limitation, the Assignors’ respective Revolving
Credit Commitments) hereunder and under the Revolving Credit Notes;



46









 






     (ii) each Assignee shall pay to the Administrative Agent, for account of the Assignors,
an amount equal to such Assignee’s Share of the aggregate outstanding principal amount of
the Loans then held by the Assignors; and




     (iii) the Borrower shall pay to the Administrative Agent, for account of the Assignors,
all interest, fees and other amounts (other than principal of outstanding Loans) then due
and owing to the Assignors by the Borrower hereunder (including, without limitation,
payments due such Assignors, if any, under Sections 3.01 and 3.04).


The assignments provided for in this Section 2.18(c) shall be effected on the relevant Assignment
Date in accordance with Section 10.06 and pursuant to one or more Assignments and Assumptions.
After giving effect to such assignments, each Assignee shall have a Revolving Credit Commitment
hereunder (which, if such Assignee was a Lender hereunder immediately prior to giving effect to
such assignment, shall be in addition to such Assignee’s existing Revolving Credit Commitment) in
an amount equal to the amount of its Assumed Commitment. Upon any such termination or assignment,
each Assignor shall cease to be a party hereto to the extent of its assignment but shall continue
to be obligated under and be entitled to the benefits of Section 10.04, as well as to any fees and
other amounts accrued for its account under Sections 2.12, 3.01 or 3.04 and not yet paid.




          (d) For purposes of this Section 2.18 the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of the terms
defined):



          “Assigned Commitments” means the Commitments of Non-Extending Revolving Credit Lenders
to be replaced pursuant to Section 2.18(b)(ii)(2).



          “Assignees” means, at any time, Increasing and Extending Revolving Credit Lenders and,
if the Assigned Commitments exceed the aggregate amount of the Proposed Additional Revolving Credit
Commitments, one or more Assuming Revolving Credit Lenders.



          “Assignment Date” means the relevant Anniversary Date or such earlier date as shall be
acceptable to the Borrower, the relevant Assignors, the relevant Assignees and the Administrative
Agent.



          “Assignors” means, at any time, the Non-Extending Revolving Credit Lenders to be
replaced by the Borrower pursuant to Section 2.18(b)(ii)(2).



          The “Assumed Commitment” of each Assignee shall be determined as follows:



          (a) If the aggregate amount of the Proposed Additional Revolving Credit Commitments of all of
the Increasing Revolving Credit Lenders shall exceed the aggregate



47









 







amount of the Assigned
Commitments, then (i) the amount of the Assumed Commitment of each Increasing and Extending
Revolving Credit Lender shall be equal to (x) the aggregate amount of the Assigned Commitments
multiplied by (y) a fraction, the numerator of which is equal to such Increasing
and Extending Revolving Credit Lender’s Revolving Credit Commitment as then in
effect and the denominator of which is the aggregate amount of the Revolving Credit
Commitments of all Increasing and Extending Revolving Credit Lenders as then in effect; and (ii) no
Assuming Revolving Credit Lender shall be entitled to become a Lender hereunder pursuant to Section
2.18(c) (and, accordingly, each Assuming Revolving Credit Lender shall have an Assumed Commitment
of zero).



          (b) If the aggregate amount of the Proposed Additional Revolving Credit Commitments of all of
the Increasing and Extending Revolving Credit Lenders shall be less than or equal to the aggregate
amount of the Assigned Commitments, then: (i) the amount of the Assumed Commitment of each
Increasing and Extending Revolving Credit Lender shall be equal to such Increasing and Extending
Revolving Credit Lender’s Proposed Additional Commitment; and (ii) the excess, if any, of the
aggregate amount of the Assigned Commitments over the aggregate amount of the Proposed
Additional Revolving Credit Commitments shall be allocated among Assuming Revolving Credit Lenders
in such a manner as the Borrower and the Administrative Agent may agree.



          (c) “Share” means, as to any Assignee, a fraction the numerator of which is equal to
such Assignee’s Assumed Commitment and the denominator of which is the aggregate amount of the
Assumed Commitments of all the Assignees.



          Section 2.19 Issuance of Letters of Credit.



          (a) Request for Issuance.




     (i) Each Letter of Credit issued after the date hereof shall be issued upon notice,
given not later than 11:00 A.M. (New York City time) on the third (3rd) Business
Day prior to the proposed issuance of such Letter of Credit (or such shorter period of time
as may be acceptable to the applicable Issuing Bank), by the Borrower to the applicable
Issuing Bank. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”)
shall be by telephone, confirmed immediately in writing by telecopier, specifying therein
the requested (A) date of such issuance (which shall be a Business Day), (B) Available
Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and
address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit,
and shall be accompanied by such application and agreement for letter of credit (each such
application and agreement being herein called a “Letter of Credit Agreement”) as the Issuing
Bank may specify to the Borrower for use in connection with such requested Letter of Credit.



48









 






     (ii) If the requested form of such Letter of Credit is reasonably acceptable to the
applicable Issuing Bank, the Issuing Bank will, upon fulfillment of the applicable
conditions set forth in Article 4.02, make such Letter of Credit available to the Borrower
at its address set forth on Schedule 10.02 or as otherwise agreed with the Borrower
in
connection with such issuance. In the event and to the extent that the provisions of
any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this
Agreement shall govern.




     (iii) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the applicable
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender
hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to
such Lender’s Applicable Revolving Credit Percentage of the aggregate amount available to be
drawn under such Letter of Credit. The Borrower hereby agrees to each such participation.
Each Lender acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Each
Lender further acknowledges and agrees that its participation in each Letter of Credit will
be automatically adjusted to reflect such Lender’s Applicable Revolving Credit Percentage of
the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit
Commitment is amended pursuant to the operation of Section 2.17 or 2.18, as applicable, by
an assignment in accordance with Section 10.06 or otherwise pursuant to this Agreement.



          (b) Drawing and Reimbursement.




     (i) The payment by the Issuing Bank of a draft drawn under any Letter of Credit shall
constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of
Credit Loan, which shall be a Base Rate Loan, in the amount of such draft. The Issuing Bank
shall give prompt notice (and the Issuing Bank will use its commercially reasonable efforts
to deliver such notice within one (1) Business Day) to the Borrower and the Administrative
Agent of each drawing under any Letter of Credit issued by it. Upon written demand by the
Issuing Bank, with a copy of such demand to the Administrative Agent, each Lender shall pay
to the Administrative Agent such Lender’s Applicable Revolving Credit Percentage of such
outstanding Letter of Credit Loan, by making available for the account of its Applicable
Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit
to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of
the outstanding principal amount of such Letter of Credit Loan to be funded by such Lender.



49









 







Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the
Issuing Bank. Each Lender agrees to fund its Applicable Revolving Credit Percentage of such
outstanding Letter of Credit Loan on (i) the Business Day on which demand therefor is made
by the Issuing Bank, provided that notice of such demand is given not later than
11:00 A.M. (New York City time) on such Business Day, or (ii) the first
(1st) Business Day next succeeding such demand if notice of such demand is given
after such time. If and to the extent that any Lender shall not have so made the amount of
such Letter of Credit Loan available to the Administrative Agent, such Lender agrees to pay
to the Administrative Agent forthwith on demand such amount together with interest thereon,
for each day from the date of demand by the Issuing Bank until the date such amount is paid
to the Administrative Agent, at the Federal Funds Rate for its account or the account of the
Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such
amount for the account of the Issuing Bank on any Business Day, such amount so paid in
respect of principal shall constitute a Letter of Credit Loan made by such Lender on such
Business Day for purposes of this Agreement, and the outstanding principal amount of the
Letter of Credit Loan made by the Issuing Bank shall be reduced by such amount on such
Business Day.




     (ii) The Lenders’ obligations to make such payments to the applicable Issuing Bank
under this paragraph (b), and the applicable Issuing Bank’s right to receive the same, shall
be absolute and unconditional and shall not be affected by any circumstance whatsoever, the
financial condition of the Borrower (or any other account party), the existence of any
Default, the failure of any of the conditions set forth in Article IV to be satisfied, or
the termination of the Commitments. Each such payment to the applicable Issuing Bank shall
be made without any offset, abatement, withholding or reduction whatsoever.




     (c) The Issuing Bank shall furnish (i) to the Administrative Agent on the first
(1st) Business Day of each month a written report summarizing issuance and
expiration dates of Letters of Credit issued by it during the preceding month and drawings
during such month under all Letters of Credit and (ii) to the Administrative Agent and each
Lender on the first (1st) Business Day of each calendar quarter a written report
setting forth the average daily aggregate Available Amount during the preceding calendar
quarter of all Letters of Credit issued by it.




     (d) The failure of any Lender to make the Letter of Credit Loan to be made by it on the
date specified in Section 2.19(b) shall not relieve any other Lender of its obligation
hereunder to make its Letter of Credit Loan on such date, but no Lender shall be responsible
for the failure of any other Lender to make the Letter of Credit Loan to be made by such
other Lender on such date.



50









 






     (e) Obligations Absolute. The obligations of the Borrower under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to any Letter of
Credit (and the obligations of the Lenders to purchase portions of Letter of Credit Loans
pursuant to paragraph (b) above) shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement,
such Letter of Credit Agreement and such other agreement or instrument under all
circumstances, including, without limitation, the following circumstances (it being
understood that any such payment by the Borrower is without prejudice to, and does not
constitute a waiver of, any rights the Borrower might have or might acquire as a result of
the payment by the Issuing Bank or the Lenders of any draft or the reimbursement by the
Borrower thereof):




     (i) any lack of validity or enforceability of this Agreement, any Letter of Credit
Agreement, any Letter of Credit or any other agreement or instrument relating thereto (this
Agreement and all of the other foregoing being, collectively, the “L/C Related Documents”);




     (ii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the obligations of the Borrower in respect of any L/C Related Document or any
other amendment or waiver of or any consent to departure from all or any of the L/C Related
Documents;




     (iii) the existence of any claim, set off, defense or other right that the Borrower may
have at any time against any beneficiary or any transferee of a Letter of Credit (or any
Persons for whom any such beneficiary or any such transferee may be acting), the Issuing
Bank or any other Person, whether in connection with the transactions contemplated by the
L/C Related Documents or any unrelated transaction;




     (iv) any statement or any other document presented under a Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




     (v) payment by the Issuing Bank under a Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter of Credit;
or




     (vi) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including, without limitation, any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Borrower.




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ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY




          Section 3.01 Taxes.




          (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the
Borrower hereunder or under any other Loan Document shall be made free and clear of and without
reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower
shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes)
from such payments, then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums payable under this
Section 3.01) the Administrative Agent or Lender, as the case may be, receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant
Governmental Entity in accordance with applicable law.




          (b) Payment of Other Taxes by the Borrower. Without limiting Section 3.01(a), the Borrower
shall timely pay any Other Taxes to the relevant Governmental Entity in accordance with applicable
law.




          (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent
and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Taxes imposed or asserted on or attributable to amounts payable
under this Section 3.01) paid by the Administrative Agent or such Lender, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Entity. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.




          (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Entity, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Entity evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.




          (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder
or under any other Loan Document shall deliver to the Borrower (with a



52









 






copy to the Administrative Agent), on or prior to the Closing Date, or in the case of a Lender
that is an assignee or transferee of an interest under this Agreement pursuant to Section 10.06(b)
(unless the respective Lender was already a Lender hereunder immediately prior to such assignment
or transfer), on the date of such assignment or transfer to such Lender, such properly completed
and executed documentation prescribed by applicable law as will permit such payments to be made
without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.



Without limiting the generality of the foregoing, in the event that the Borrower is resident for
tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior
to the Closing Date, or in the case of a Foreign Lender that is an assignee or transferee of an
interest under this Agreement pursuant to Section 10.06(b) (unless the respective Foreign Lender
was already a Foreign Lender hereunder immediately prior to such assignment or transfer), on the
date of such assignment or transfer to such Foreign Lender (and from time to time thereafter upon
the request of the Borrower or the Administrative Agent), whichever of the following is applicable:





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




     (ii) duly and validly completed copies of Internal Revenue Service Form W-8ECI,




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




     (iv) any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly and validly completed together
with such supplementary documentation as may be prescribed by applicable law to permit the
Borrower to determine the withholding or deduction required to be made.



53









 




In addition, each Lender agrees that from time to time after the Closing Date provided there has
not been a Change in Law that makes it unable to do so, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any material respect, it
will deliver to the Borrower new duly completed original signed copies of Internal Revenue Service
Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN
(with respect to the portfolio interest exemption) and a Non-Bank Certificate, as the case may be,
and such other forms as may be required in order to confirm or establish the entitlement of such
Lender to a continued exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any Note. Notwithstanding anything to the contrary contained in
Section 3.01(a), (x) the Borrower shall be entitled, to the extent it is required to do so by law,
to deduct or withhold income or similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable
hereunder for the account of any Foreign Lender to the extent that such Lender has not provided to
the Borrower United States Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding (or, in the case of a Foreign Lender that has established a reduced
rate of withholding, up to such reduced rate) and (y) the Borrower shall not be obligated pursuant
to Section 3.01(a) to gross up payments to be made to a Lender in respect of income or similar
taxes imposed by the United States if such Lender has not provided the Borrower the Internal
Revenue Service Forms required to be provided the Borrower pursuant to this Section 3.01(e).




          (f) Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in
its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under
this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Entity with respect to such
refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender,
agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Entity) to the Administrative Agent or such Lender in the
event the Administrative Agent or such Lender is required to repay such refund to such Governmental
Entity. This Section 3.01(f) shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to its taxes that it
deems confidential) to the Borrower or any other Person.




          (g) Form W-9. Each Lender that is a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for United States federal income tax purposes agrees to provide
the Borrower with two accurate and complete signed original copies of Internal Revenue Service
Form W-9 (Request for Taxpayer Identification Number and Certification), or



54









 






any successor form, on or prior to the date hereof (or on the date such Lender becomes a
Lender hereunder as provided in Section 10.06(b)), when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate.




          (h) Alternative Lending Office. If the Borrower is required to pay Lender any additional
amounts pursuant to this Section 3.01, such Lender shall, upon the reasonable request of the
Borrower, use reasonable efforts to select an alternative Lending Office which would not result in
the imposition of such Taxes or Other Taxes; provided, however, that no Lender shall be obligated
to select an alternative Lending Office if such Lender Party determines that (i) as a result of
such selection such Lender would be in violation of an applicable law, regulation, or treaty, or
would incur unreasonable additional costs or expenses or (ii) such selection would be inadvisable
for regulatory reasons or inconsistent with the interests of such Lender.




          Section 3.02 Illegality.




          If any Lender determines that any Change in Law has made it unlawful, or that any Governmental
Entity has asserted that it is unlawful, for any Lender or its applicable Lending Office to make,
maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, or any Governmental Entity has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market,
then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any
obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans
to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender
to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment
or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.




          Section 3.03 Inability to Determine Rates.




          If the Required Lenders determine that for any reason in connection with any request for a
Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not
being offered to banks in the London interbank eurodollar market for the applicable amount and
Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to
a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Loan, the Administrative Agent will promptly so notify the



55









 






Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke
any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a Borrowing of Base
Rate Loans in the amount specified therein.




          Section 3.04 Increased Costs; Reserves on Eurodollar Rate Loans.





     (a) Increased Costs Generally. If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e));




     (ii) change the basis of taxation of payments to such Lender in respect thereof (except
for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any
change in the rate of, any Excluded Tax payable by such Lender); or




     (iii) impose on any Lender or the London interbank market any other condition, cost or
expense affecting this Agreement or Eurodollar Loans made by such Lender;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender, the Borrower will pay to such
Lender, such additional amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.




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




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          (c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case may be, as
specified in Section 3.04(a) or (b) and delivered to the Borrower shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within ten (10) days after receipt thereof provided such amounts do not relate to any period which
is more than six (6) months prior to the Borrower’s receipt of such certificate.




          (d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation
pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such
Lender’s right to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased
costs incurred or reductions suffered more than nine months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the nine-month period referred to
above shall be extended to include the period of retroactive effect thereof).




          (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or assets consisting of
or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive), which shall be due and payable on each date on
which interest is payable on such Loan, provided the Borrower shall have received at least ten
(10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest from
such Lender. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.




          Section 3.05 Compensation for Losses.




          Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it as a result of:




          (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate
Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);




57









 








          (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in
the amount notified by the Borrower; or




          (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower pursuant to Section 10.13;



including any loss of anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained. The Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing.



For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05,
each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar
Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar
market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate
Loan was in fact so funded.




          Section 3.06 Mitigation Obligations; Replacement of Lenders.




          (a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any
Governmental Entity for the account of any Lender pursuant to Section 3.01, or if any Lender gives
a notice pursuant to Section 3.02, then upon request of the Borrower, such Lender shall use
reasonable efforts to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case,
would not subject such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment.




          (b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the
Borrower is required to pay any additional amount to any Lender or any Governmental Entity for the
account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance
with Section 10.13.




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          Section 3.07 Survival.




          All of the Borrower’s obligations under this Article III shall survive termination of the
Aggregate Commitments and repayment of all other Obligations hereunder.




ARTICLE IV

CONDITIONS PRECEDENT




          Section 4.01 Conditions of Effectiveness.




          This Agreement shall become effective as of the Closing Date, subject to the following
conditions precedent:




          (a) The Documentation Agent shall have received the following, each of which shall be
originals or telecopies (followed promptly by originals), each properly executed by an Authorized
Officer of the signing Loan Party, and each in form and substance satisfactory to the Documentation
Agent and each of the Lenders:





     (i) executed counterparts of this Agreement;




     (ii) a Revolving Credit Note and/or Term Note, as applicable, executed by the Borrower
in favor of each Lender, as applicable, requesting such Revolving Credit Note and/or Term
Note;




     (iii) counterparts of the Subsidiary Guaranty executed by each Domestic Subsidiary
which is a Material Subsidiary;




     (iv) counterparts of the Pledge Agreements executed by the Borrower together with the
original certificates evidencing the applicable ownership interests (if applicable) along
with appropriate transfer powers executed in blank; and




     (v) the other Loan Documents.



          (b) The Documentation Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by
an Authorized Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and
substance satisfactory to the Documentation Agent and each of the Lenders:





     (i) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Authorized Officers of each Loan Party as the Documentation Agent may
reasonably require evidencing the identity, authority and capacity of each



59









 







Authorized Officer thereof authorized to act as an Authorized Officer in connection
with this Agreement and the other Loan Documents to which such Loan Party is a party;




     (ii) the Organization Documents of each Material Subsidiary and such other documents
and certifications as the Documentation Agent may reasonably require to evidence that each
Loan Party is duly organized or formed, validly existing, in good standing and qualified to
engage in business in each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, except to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect;




     (iii) favorable opinions of Buchanan Ingersoll & Rooney PC, special counsel to the Loan
Parties, and Lavery, de Billy, S.E.N.C.R.L./L.L.P, special Quebec counsel to the Loan
Parties as to such matters concerning the Loan Parties and the Loan Documents as the
Documentation Agent and Lenders may reasonably request;




     (iv) a favorable opinion of Chadbourne & Parke MNP, special U.K. counsel to the
Documentation Agent;




     (v) projected consolidated financial statements (including a proforma opening balance
sheet, proforma operating statements and proforma cash flow statements) of the Borrower and
its Subsidiaries for the period from the Closing Date through December 31, 2012, each in
form and substance reasonably acceptable to the Documentation Agent and the Lenders;




     (vi) such other documents as the Documentation Agent any Lender or their counsel may
have reasonably requested; and




     (vii) satisfactory Lien search results with respect to the Borrower and each Guarantor.



          (c) The representations and warranties of the Borrower and each other Loan Party contained in
Article V and in the other Loan Documents shall be true and correct on and as of the Closing Date,
except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all respects as of such earlier date.




          (d) No Default shall exist, or would result from such proposed Borrowing or from the
application of the proceeds thereof.




          (e) All amounts due and payable pursuant to the Co-Lead Arranger Fee Letter shall have been
received by Fifth Third Bank.




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          (f) The Documentation Agent and/or the Administrative Agent, as applicable, shall have
received payment of all amounts due and payable with respect to reasonable out-of-pocket costs,
fees and expenses (including, without limitation, reasonable legal fees and expenses incurred by
its special counsel and special Quebec counsel) incurred through the Closing Date in connection
with the Documentation Agent’s due diligence investigation of the Borrower and its Subsidiaries and
the negotiation of the Loan Documents.




          Section 4.02 Conditions to Borrowing and Issuance of Letters of Credits.




          The obligation of each Lender to honor the notice of Term Loan Borrowing, any Notice of
Revolving Loan Borrowing, the Swing Loan Bank to honor any Notice of Swing Loan Borrowing and of
the Issuing Bank to issue any Letter of Credit is subject to the following conditions precedent:




          (a) The representations and warranties of the Borrower and each other Loan Party contained in
Article V (other than the representation set forth in Section 5.04) shall be true and correct on
and as of the date of the Borrowing or issuance, both before and after giving effect to the
application of proceeds of such Borrowing, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct as
of such earlier date.




          (b) No Default shall exist, or would result from such proposed Borrowing or from the
application of the proceeds thereof.




          (c) The Administrative Agent shall have received a Loan Notice in accordance with the
requirements hereof.




          (d) The Administrative Agent and the Documentation Agent, as applicable, shall have received
on or prior to such Borrowing payment of all reasonable out-of-pocket costs, fees and expenses then
owing hereunder, under the Documentation Agent Fee Letter or under the Administrative Agent Fee
Letter, as applicable.




          Section 4.03 Conditions to Commitment Increases.




          Each Commitment Increase requested by the Borrower pursuant to Section 2.17 is subject to the
following conditions precedent:




          (a) The representations and warranties of the Borrower and each other Loan Party contained in
Article V shall be true and correct on and as of the applicable Revolving Credit Increase Date,
both before and after giving effect to such Commitment Increase, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be
true and correct as of such earlier date.




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          (b) No Default shall exist, or would result from such proposed Commitment Increase.




          (c) The Administrative Agent and the Documentation Agent, as applicable, shall have received
on or prior to such Revolving Credit Increase Date, payment of all reasonable out-of-pocket costs,
fees and expenses then owing hereunder.




ARTICLE V

REPRESENTATIONS AND WARRANTIES




          The Borrower represents and warrants to the Administrative Agent, the Issuing Bank and the
Lenders that:




          Section 5.01 Organization, Good Standing and Qualification.




          The Borrower and each other Loan Party is an entity duly organized, validly existing and in
good standing under the laws of its respective jurisdiction of organization and has all requisite
corporate, partnership or limited liability power and authority to own and operate its material
properties and assets and to carry on its business as currently conducted in all material respects
and is qualified to do business and is in good standing as a foreign entity in each jurisdiction
where the ownership or operation of its properties and assets or conduct of its business requires
such qualification, except where the failure to be so qualified as a foreign entity or be in good
standing would not be reasonably expected to have, either individually or in the aggregate, a
Material Adverse Effect.




          Section 5.02 Authority.




          Each Loan Party has all requisite power and authority and has taken all action necessary in
order to execute, deliver and perform its obligations under the Loan Documents and to consummate,
on the terms and subject to the conditions thereof, the transactions contemplated thereby; each
Loan Document has been duly executed and delivered by each Loan Party thereto and is a valid and
legally binding agreement of such Loan Party enforceable against such Loan Party in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles (the “Bankruptcy and Equity Exception”).




          Section 5.03 Governmental Filings; No Violations.




          (a) No notices, reports, registrations or other filings are required to be made by any Loan
Party with, and no consents, registrations, approvals, permits or authorizations required to be
obtained by any Loan Party from, any United States or foreign federal, state, or local governmental
or regulatory authority, agency, commission, body or other governmental



62









 






entity (each a “Governmental Entity”), in connection with the execution and delivery of the
Loan Documents and the consummation by each Loan Party of the transactions contemplated hereby,
except for those notices, reports, registrations or other filings that have been obtained or which
the failure to make or obtain would not be reasonably expected to have, individually or in the
aggregate, a Material Adverse Effect or prevent, materially delay or materially impair the ability
of any Loan Party to perform its obligations under the Loan Documents.




          (b) The execution, delivery and performance of the Loan Documents and the consummation by each
Loan Party of the transactions contemplated hereby will not constitute or result in (i) a breach of
any applicable law or regulation, (ii) a breach or violation of, or a default under, either the
articles of incorporation or by-laws (or comparable governing instruments) of such Loan Party or
(iii) a breach or violation of, a default under, the acceleration of any obligations, the loss of
any right or benefit, or the creation of a lien, pledge, security interest or other encumbrance on
the assets of the Borrower or any Subsidiary of the Borrower other than the Liens described in
clause (l) or (m) of the definition of Permitted Liens (with or without notice, lapse of time or
both) pursuant to, any agreement, lease, contract, note, mortgage, indenture, arrangement or other
obligation not otherwise terminable by the other party thereto on ninety (90) days or less notice
(“Contracts”) binding upon the Borrower or any Subsidiary of the Borrower or any Law or
governmental or non-governmental permit or license to which the Borrower or any of its Subsidiaries
is subject.




          Section 5.04 Financial Statements.




          The Borrower has furnished to the Lenders (a) the Audited Financial Statements and (b) the
unaudited consolidated financial statements of the Borrower and its Subsidiaries for the period
ended June 30, 2008 (collectively the “Financial Statements”). Each of the Financial Statements
(i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein and (ii) fairly present the financial
condition of the Borrower and its respective Subsidiaries as of the date thereof and their results
of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein and, in the case
of such unaudited statements, except for absence of footnotes and normal year-end audit
adjustments.




          Section 5.05 Disclosure.




          No written information, exhibit or report furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation and syndication of this
Agreement or pursuant to the terms of this Agreement contained, as of the respective dates thereof,
any untrue statement of a material fact or omitted to state a material fact necessary to make the
statements made therein, taken as a whole, not misleading.




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          Section 5.06 Material Adverse Change.




          No event or condition has occurred since the date of the Audited Financial Statements that has
had, or could reasonably be expected to have, a Material Adverse Change.




          Section 5.07 Litigation.




          Except as set forth on Schedule 5.07, there are no civil, criminal or administrative
actions, litigation, suits, claims, hearings, investigations, reviews or proceedings (collectively,
“Litigation Claims”), pending or, to the knowledge of the Borrower, threatened against the Borrower
or any of its Subsidiaries, which could reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect or that could reasonably be expected to materially and
adversely affect the legality, validity or enforceability of the Loan Documents. There are no
material SEC inquiries or investigations, other material governmental inquiries or investigations
or material internal investigations pending, or to the knowledge of the Borrower, threatened, in
each case regarding any accounting practices of the Borrower or any of its Subsidiaries or any
malfeasance by any director or executive officer of the Borrower or any of its Subsidiaries.




          Section 5.08 Employee Benefits.




          (a) All Compensation and Benefit Plans of the Borrower and each of its Subsidiaries, to the
extent subject to ERISA and the Code, are in compliance in all material respects with the
applicable provisions of ERISA, the Code and any other applicable Law. Each Compensation and
Benefit Plan of the Borrower and each of its Subsidiaries that is an “employee pension benefit
plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) and that is intended to be
qualified under Section 401(a) of the Code has received a favorable determination letter (or
opinion letter, if applicable) from the IRS, and nothing has occurred, whether by action or failure
to act, that would reasonably be expected to cause the loss of such qualification or that would
reasonably be expected to result in penalties or fines to the Borrower or any of its Subsidiaries
related to such loss of qualification. There is no material pending or, to the knowledge of the
Borrower, threatened litigation or other governmental proceeding relating to any of the
Compensation and Benefit Plans of the Borrower and each of its Subsidiaries. Neither the Borrower
nor any of its Subsidiaries has engaged in a transaction with respect to any Compensation and
Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof,
would subject the Borrower or any of its Subsidiaries to a material tax or penalty imposed by
either Section 4975 of the Code or Section 502(i) of ERISA.




          (b) No ERISA Event has occurred or is reasonably expected to occur.




          (c) All contributions (and premium payments in respect of) required to be made under the terms
of any Compensation and Benefit Plan of the Borrower and its Subsidiaries or applicable Law subject
to United States law have been timely made or have been



64









 






reflected on the most recent consolidated balance sheet filed or incorporated by reference in
the Company Reports. Neither the Borrower nor any of its Subsidiaries has provided, or is required
to provide, security to any Pension Plan subject to United States law or to any single-employer
plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code.




          (d) Except as disclosed in the Borrower’s 10K and 10Q filings with the SEC, neither the
Borrower nor its Subsidiaries has any obligations for, or liabilities with respect to, retiree
health and life benefits under any Compensation and Benefit Plan of the Borrower and its
Subsidiaries subject to United States law, except for benefits required to be provided under
Section 4980B of the Code or any other applicable state law requiring continuation of health
coverage. The total projected liabilities of the Borrower and Subsidiaries retiree health and life
benefits, as disclosed in the Borrower’s 10K and 10Q filings with the SEC, are not reasonably
expected to result in a Material Adverse Effect.




          (e) Neither the negotiation and execution of Loan Documents nor the consummation of the
transactions contemplated hereby will (either alone or upon the occurrence of any additional or
subsequent events) constitute an event under any Compensation and Benefit Plan of the Borrower and
its Subsidiaries that will or may result in any payment (whether of severance pay or otherwise),
acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase in benefits
or obligation to fund benefits with respect to any employee or former employee of the Borrower or
any of its Subsidiaries.




          (f) Neither the Borrower nor any of its Subsidiaries has or could reasonably be expected to
have any material liabilities or obligations arising out of a failure to operate any Compensation
and Benefit Plan in good faith compliance with Code Section 409A since January 1, 2006.




          (g) With respect to each Compensation and Benefit Plan of the Borrower and its Subsidiaries
not subject to United States law (a “Company Foreign Benefit Plan”): (i) each Company Foreign
Benefit Plan is in compliance with applicable Law; (ii) each Company Foreign Benefit Plan required
to be registered with a regulatory agency or authority has been registered and has been maintained
in good standing with such agency or authority, and (C) the fair market value of the assets of each
Company Foreign Benefit Plan is sufficient to provide for the accrued benefit obligations with
respect to all current and former participants in such plan according to the actuarial assumptions
and valuations most recently used to determine employer contributions to such Company Foreign
Benefit Plan.




          Section 5.09 Compliance with Laws.




          The Borrower and its Subsidiaries are in compliance in all material respects with all
applicable laws, rules, regulations and orders (other than Environmental Laws which are



65









 






addressed in Section 5.10) except where the failure to comply would not be reasonably expected
to have, either individually or in the aggregate, a Material Adverse Effect.




          Section 5.10 Environmental Matters.




          Except for such matters that would not be reasonably expected to cause, either individually or
in the aggregate, a Material Adverse Effect: (i) the operations of the Borrower and its
Subsidiaries are and have been in compliance with all applicable Environmental Laws; (ii) each of
the Borrower and its Subsidiaries possesses and maintains in effect all environmental permits,
licenses, authorizations and approvals required under applicable Environmental Laws with respect to
the properties and business of the Borrower and its Subsidiaries; (iii) neither the Borrower nor
any of its Subsidiaries has received any written environmental claim, notice or request for
information concerning any violation or alleged violation of any applicable Environmental Law, nor,
to the Borrower’s knowledge, is there any existing factual or legal basis for any such claim,
notice or request for information; (iv) neither the Borrower nor any of its Subsidiaries has any
knowledge of a release or threat of release of any Hazardous Substances in violation of any
Environmental Law which would reasonably be expected to result in liability to the Borrower or any
of its Subsidiaries at any of its Subsidiaries’ current or former properties or at any other
property arising from its or any of its Subsidiaries’ current or former operations; (v) to the
Borrower’s knowledge there are no writs, injunctions, decrees, orders or judgments outstanding, or
any actions, suits or proceedings pending relating to compliance by the Borrower or any of its
Subsidiaries with any environmental permits, licenses, authorizations and approvals required under
applicable Environmental Laws or liability of the Borrower or any of its Subsidiaries under any
applicable Environmental Law; and (vi) to the Borrower’s knowledge no Lien has been placed upon any
of the Borrower’s or its Subsidiaries’ properties (whether owned, leased or managed) under any
Environmental Law.




          Notwithstanding any other provision of this Agreement to the contrary (including, but not
limited to, Section 5.09), the representations and warranties of the Borrower in this Section 5.10
constitute the sole representations and warranties of the Borrower with respect to any
Environmental Law or Hazardous Substance.




          Section 5.11 Payment of Taxes.




          The Borrower and each of its Subsidiaries has filed or caused to be filed all Federal and
other material tax returns that are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its property and all other
taxes, fees or other charges imposed on it or any of its property by any governmental authority
(other than any the amount or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Borrower or such Subsidiary).




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No tax Lien has been filed and, to the knowledge of the Borrower, no claim is being asserted,
with respect to any such tax, fee or other charge.




          Section 5.12 Intellectual Property.




          (a) The Borrower and each of its Subsidiaries owns, or is licensed or otherwise possesses
sufficient legally enforceable rights to use and enforce all Intellectual Property Rights, except
for any such failures to own, be licensed, possess or enforce that, individually or in the
aggregate, would not be reasonably expected to have a Material Adverse Effect.




          (b) Except for such matters that, individually or in the aggregate, would not be reasonably
expected to have a Material Adverse Effect, to the Borrower’s knowledge, the use of any
Intellectual Property Rights by the Borrower or its Subsidiaries does not conflict with, infringe
upon, violate or interfere with, or constitute an appropriation of any right, title, interest or
goodwill, including any valid patent, trademark, trade name, service mark or copyright or other
intellectual property right of any other Person.




          Section 5.13 Title to Properties.




          The Borrower and each of its Subsidiaries has good and valid title to, or valid leasehold
interests in, all of its material properties and assets, free and clear of all Liens other than
Permitted Liens and such Liens that, individually or in the aggregate, would not be reasonably
expected to have a Material Adverse Effect.




          Section 5.14 Material Contracts.




          Neither the Borrower nor any of its Subsidiaries has breached, or received in writing any
claim that it has breached any of the terms and conditions of any Contract to which it is a party
or by which it is bound in such a manner as, individually or in the aggregate, would be reasonably
expected to have a Material Adverse Effect. Each Contract to which the Borrower or any of its
Subsidiaries is a party or by which it is bound that has not expired or terminated by its terms is
valid and in full force and effect, binding upon the Borrower or such Subsidiary in accordance with
its terms, subject to the Bankruptcy and Equity Exception, except where the failure to be valid and
in full force and effect or not binding, individually or in the aggregate, would not be reasonably
expected to have a Material Adverse Effect.




          Section 5.15 Insurance.




          The Borrower maintains for itself and its Subsidiaries insurance policies covering the assets,
business interruption, equipment, properties, employees, directors and officers and liability
claims, and such other forms of insurance in such amounts, with such deductibles and



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against such risks and losses as, in its judgment, are reasonable for the business and assets
of the Borrower and its Subsidiaries. All such insurance policies are in full force and effect, all
premiums due and payable thereon have been paid, and the Borrower and its Subsidiaries are
otherwise in compliance with the terms and conditions of such policies and bonds except for
failures to so comply that, individually or in the aggregate, would not be reasonably expected to
have a Material Adverse Effect.




          Section 5.16 Federal Reserve Regulations.




          No Loan Party nor any Subsidiary is engaged, directly or indirectly, principally, or as one of
its important activities, in the business of extending, or arranging for the extension of, credit
for the purpose of purchasing or carrying Margin Stock. No part of the proceeds of any Loan will
be used in a manner which would violate, or result in a violation of, Regulation T, U or X of the
FRB. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate or
be inconsistent with the provisions of Regulations T, U or X.




          Section 5.17 Investment Company.




          No Loan Party nor any Subsidiary is, or after giving effect to any Borrowing will be, an
“investment company” or a company “controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.




          Section 5.18 Subsidiaries.




          Schedule 5.18, as updated from time to time by the Borrower pursuant to Section 6.09,
sets forth the name and jurisdiction of formation of each Subsidiary and the percentage of each
class of capital stock or other ownership interest owned by the Borrower or any Subsidiary as of
the end of the most recently ended fiscal quarter. The Subsidiaries executing a Subsidiary
Guaranty as of the Closing Date constitute all the Material Subsidiaries of the Borrower which are
Domestic Subsidiaries. Sixty-five percent (65%) of the capital stock of each Material Subsidiary
which is a Foreign Subsidiary of the Borrower as of the Closing Date has been pledged to the
Administrative Agent pursuant to a Pledge Agreement, or in the case of any Material Subsidiary
which is a Foreign Subsidiary but is owned by a Foreign Subsidiary, sixty-five percent (65%) of the
capital stock of the first-tier Foreign Subsidiary which owns such Material Subsidiary which is a
Foreign Subsidiary has been pledged to the Administrative Agent.




          Section 5.19 Solvency.




          Each Loan Party is, individually and together with its Subsidiaries, Solvent.




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          Section 5.20 Pledged Equity.




          The Pledge Agreements create legal and valid, perfected first priority Liens on the Pledged
Equity.




          Section 5.21 Pari Passu.




          The obligations of the Borrower under this Agreement and the Notes rank at least pari passu in
priority of payment with all other Debt of the Borrower, except Debt of the Borrower secured by
Permitted Liens. The obligations of a Guarantor under a Subsidiary Guaranty executed by such
Guarantor rank at least pari passu in priority of payment with all other Debt of such Guarantor,
except Debt of such Guarantor secured by Permitted Liens.




ARTICLE VI

AFFIRMATIVE COVENANTS




          From and after the Closing Date, so long as any Lender shall have any Commitment hereunder,
any Letter of Credit shall remain outstanding or any Loan or other Obligation (other than
contingent indemnification obligations with respect to unasserted claims) hereunder shall remain
unpaid or unsatisfied, the Borrower shall:




          Section 6.01 Financial Reporting.




          Furnish to the Administrative Agent (for distribution to each Lender):




          (a) As soon as practicable and in any event within ninety (90) days after the close of each
fiscal year, the consolidated statements of income, retained earnings and cash flow of the Borrower
and its Subsidiaries for such fiscal year, and the related consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in
comparative form the corresponding figures for the preceding fiscal year, accompanied by an opinion
of certified public accountants of recognized standing which are reasonably satisfactory to the
Administrative Agent, which opinion shall not be limited as to scope or contain a “going concern”
or like qualification or exception and shall state that such financial statements fairly present
the consolidated financial condition and results of operations, as the case may be, of the Borrower
and its Subsidiaries in accordance with GAAP as at the end of, and for, such fiscal year.




          (b) As soon as practicable and in any event within sixty (60) days after the close of each of
the first three fiscal quarters of each fiscal year, the consolidated unaudited balance sheets of
the Borrower and its Subsidiaries as at the close of each such period and related consolidated
statements of income, retained earnings and cash flow for the period from the beginning of such
fiscal year to the end of such fiscal Quarter, in each case setting forth in



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comparative form results of the corresponding period in the preceding fiscal year, all
certified by a Financial Officer of the Borrower as fairly presenting the consolidated financial
condition and results of operations of the Borrower and its Subsidiaries for such period in
accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes).




          (c) Together with the financial statements required by Sections 6.01(a) and (b), a compliance
certificate in the form of Exhibit I signed by a Financial Officer of the Borrower showing
the calculations necessary to determine compliance with Section 7.04 of this Agreement and stating
that no Default has occurred and is continuing, or if a Default has occurred and is continuing,
stating the nature and status thereof and the details of any action taken or proposed to be taken
with respect thereto.




          (d) As soon as possible and in any event within ten (10) days after an executive officer of
the Borrower knows that any ERISA Event has occurred that, when taken together with all other ERISA
Events that have occurred, could result in a material liability to the Loan Parties, a statement,
signed by a Financial Officer of the Borrower, describing such ERISA Event and the action which the
Borrower proposes to take with respect thereto.




          (e) Promptly upon the filing thereof, copies of all filings and annual, quarterly, monthly or
other regular reports which the Borrower or any Subsidiary files with the SEC.




          (f) Subject to Section 10.07, such other information regarding the operations, business
affairs and financial condition of a Loan Party or Subsidiary or compliance with this Agreement as
the Administrative Agent or any Lender may from time to time reasonably request.



Information required to be delivered pursuant to Sections 6.01(a) and (b) and Section 6.01(e) shall
be deemed to have been delivered on the date on which the Borrower provides written notice to the
Lenders that such information has been posted on the Borrower’s website on the Internet at
http://www.rtiintl.com/ or at http://www.sec.gov; provided that such notice may be included in the
certificates delivered pursuant to Section 6.01(c); provided further that the Borrower shall
deliver paper copies of the information referred to in Section 6.01(d) and that, if any Lender
requests delivery thereof, the Borrower shall deliver to such Lender paper copies of the
information referred to in Sections 6.01(a) and (b) and Section 6.01(e) within five (5) Business
Days after delivery is otherwise required hereunder.




          The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Documentation
Agent may make available to the Lenders materials or information provided by or on behalf of the
Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on
IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may
be “public-side” Lenders (i.e., Lenders that do not wish to receive



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material non-public information with respect to the Borrower or its securities) (each, a
“Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Documentation Agent and the Lenders to treat such Borrower Materials as
either publicly available information or not material information (although it may be sensitive and
proprietary) with respect to the Borrower or its securities for purposes of United States federal
and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Investor;” and (z) the
Administrative Agent and the Documentation Agent shall be entitled to treat any Borrower Materials
that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not
designated “Public Investor.”




          Section 6.02 Notices.




          Notify the Administrative Agent and each Lender promptly, but in any event not later than five
(5) Business Days (unless otherwise indicated below) after an executive officer of the Borrower
obtains knowledge thereof, of the following:




          (a) The occurrence of any Default if such Default is continuing.




          (b) The occurrence of any other development, financial or otherwise, relating specifically to
the Borrower or any Subsidiaries (and not of a general economic or political nature) which could
reasonably be expected to have a Material Adverse Effect.




          (c) Any judicial or administrative order limiting or controlling the business of the Borrower
or any of its Subsidiaries (and not the industry in which the Borrower or such Subsidiary is
engaged generally) which has been issued or adopted which could reasonably be expected to have a
Material Adverse Effect.




          (d) The commencement of any litigation which could reasonably be expected to result in a
Material Adverse Effect.




          Section 6.03 Use of Proceeds.




          Use the proceeds of the Loans only to pay fees and expenses related to the closing of the
Loans, this Agreement and the other Loan Documents, to fund capital expenditures and for general
corporate purposes. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of Regulation T, U or Regulation X of the
Regulations of the FRB.




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          Section 6.04 Preservation of Existence.




          Except as permitted under Section 7.05, maintain and cause each Material Subsidiary to
maintain its corporate, partnership or limited liability company existence and its good standing in
the state of its formation and in each other jurisdiction in which its ownership or lease of
property or the nature of its businesses make such qualification necessary (except for such
jurisdictions in which such failure to be so qualified individually or in the aggregate would not
result in a Material Adverse Effect).




          Section 6.05 Insurance.




          Maintain, and cause each Subsidiary to maintain, with financially responsible insurance
companies (or through self insurance to the extent consistent with prudent business practice)
insurance in such amounts and against such risks and losses as are consistent with the insurance
maintained by the Borrower and its Subsidiaries in the ordinary course of business consistent with
past practice.




          Section 6.06 Compliance with Laws.




          Comply, and cause each of its Subsidiaries to comply, in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to which it may
be subject, the failure to comply with which could reasonably be expected to have a Material
Adverse Effect.




          Section 6.07 Access.




          Upon reasonable prior notice, and except as may otherwise be required or restricted by
applicable Law, afford, and shall cause each of its Subsidiaries to afford, the officers,
employees, counsel, accountants and other authorized representatives of the Administrative Agent
and each Lender reasonable access, during normal business hours, to its executive officers, to its
properties, books, contracts and records and furnish promptly all information concerning its
business, properties, personnel and Litigation Claims as may reasonably be requested but only to
the extent such access does not unreasonably interfere with the business or operations of the
Borrower or its Subsidiaries; provided that no investigation pursuant to this Section 6.07 shall
affect or be deemed to modify any representation or warranty made by the Borrower in this
Agreement; provided that neither the Borrower nor any of its Subsidiaries shall be required to
provide information (a) in breach of applicable Law, (b) that is subject to confidentiality
obligations or (c) where disclosure would affect attorney-client privilege. All requests for
information made pursuant to this Section 6.07 shall be directed to an executive officer of the
Borrower or such other Person as may be designated by its executive officers. Each Lender shall
attempt to coordinate such rights with those of the Administrative Agent.




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          Section 6.08 Payment Taxes and Other Obligations.




          Pay its obligations, including Tax liabilities, that if not paid, could reasonably be expected
to result in a Material Adverse Effect before the same shall become delinquent or in default,
except where the validity or amount thereof is being contested in good faith by appropriate
proceedings and the Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP.




          Section 6.09 New Material Subsidiaries.




          Cause each Domestic Subsidiary that shall at any time after the Closing Date become a Material
Subsidiary to enter into a Guaranty Supplement no later than thirty (30) days after such Domestic
Subsidiary shall become a Material Subsidiary, as determined at the end of each fiscal quarter of
the Borrower. No later than forty-five (45) days after the Borrower or such Domestic Subsidiary
shall acquire or otherwise own, directly or indirectly, after the Closing Date, any Foreign
Subsidiary which is a Material Subsidiary as determined at the end of each fiscal quarter of the
Borrower, enter into, or cause such Domestic Subsidiary to enter into, a Pledge Agreement and
deliver an opinion of counsel reasonably satisfactory to the Documentation Agent in the
jurisdiction of such Foreign Subsidiary whose ownership interests are subject to such Pledge
Agreement with respect to the due authorization, enforceability and perfection of such pledge.
Provide by the end of each fiscal quarter, an updated Schedule 5.18 to the extent necessary
to maintain the accuracy of such Schedule.




          Section 6.10 Maintenance of Properties and Leases.




          Maintain in good repair, working order and condition (ordinary wear and tear excepted) in
accordance with the general practice of other businesses of similar character and size, all of
those properties useful or necessary to their respective businesses, and from time to time, the
Borrower will make or cause to be made all appropriate repairs, renewals or replacements thereof.




          Section 6.11 Keeping of Records and Books of Account.




          Maintain and keep proper books of record and accounts which enable the Borrower to issue
financial statements in accordance with GAAP and as otherwise required by applicable law of any
Governmental Entity having jurisdiction over Borrower and its Subsidiaries, and in which full, true
and correct entries shall be made in all material respects of all their respective dealings and
business and financial affairs.




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          Section 6.12 Further Assurances.




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




          Section 6.13 Transactions With Affiliates.




          Conduct, and cause each of its Subsidiaries to conduct, all transactions with any of its
respective Affiliates upon fair and reasonable terms no less favorable than the Borrower or
Subsidiary could obtain or could be entitled to in a comparable arm’s-length transaction with a
Person which is not an Affiliate.




ARTICLE VII

NEGATIVE COVENANTS




          From and after the Closing Date, so long as any Lender shall have any Commitment hereunder,
any Letter of Credit shall remain outstanding or any Loan or other Obligation (other than
contingent indemnification obligations with respect to unasserted claims) hereunder shall remain
unpaid or unsatisfied:




          Section 7.01 Debt.




          (a) The Borrower shall not, nor shall it permit any Guarantor to, create, incur, assume or
suffer to exist any Debt other than:





     (i) Debt under the Loan Documents;




     (ii) Debt outstanding on the Closing Date and described on Schedule 7.01(a)
(including any extensions or renewals thereof provided that there is no increase in the
principal amount thereof);




     (iii) Debt in respect of any Hedging Agreement with a Lender or any Affiliate of a
Lender entered into in the ordinary course of business to manage foreign currency or
interest rate risk for the Borrower or any Loan Party;




     (iv) Debt scheduled to mature after the Revolving Credit Maturity Date and the Term
Loan Maturity Date;




     (v) Debt of the Borrower to any Subsidiary or Debt of any Subsidiary to the Borrower or
any other Subsidiary;



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     (vi) Debt (including, without limitation, Capitalized Lease Obligations) secured by
Liens described in clause (h) of the definition of Permitted Liens in an aggregate principal
amount not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00);




     (vii) Debt that is convertible into equity interests of the Borrower, issued either
pursuant to public issuances or private placements, and whether or not maturing prior to or
after the later of the Revolving Credit Maturity Date and the Term Loan Maturity Date;
provided that the holders of such Debt have no right to cause such Debt to be purchased,
redeemed or otherwise repaid (in whole or in part) in cash prior to the Revolving Credit
Maturity Date or the Term Loan Maturity Date.


so long as (x) no Event of Default shall have occurred and be continuing at the time of the
incurrence of such Debt or would result from the incurrence of such Debt and (y) after giving
effect to the incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had
occurred on the first (1st) day of the twelve-month period ending on the last day of the
Borrower’s most recently completed fiscal quarter, the Borrower shall be in compliance with the
financial covenants set forth in Section 7.04.




          (b) The Borrower shall not permit any of its Subsidiaries that is not a Guarantor, to create,
incur, assume or suffer to exist any Debt other than:





     (i) Debt of such Subsidiary to the Borrower or any other Subsidiary;




     (ii) Debt existing on the Closing Date and described on Schedule 7.01(b)
(including any extensions or renewals thereof provided that there is no increase in the
principal amount thereof and including any additional advances under the Investment Quebec
Facility so long as such advances do not exceed Five Million One Hundred Seventy-Five
Thousand and 00/100 Canadian Dollars (CDN $5,175,000.00)); and




     (iii) Additional Debt in an aggregate principal amount not to exceed five percent (5%)
of Consolidated Net Tangible Assets at any time outstanding;


so long as (x) no Event of Default shall have occurred and be continuing at the time of the
incurrence of such Debt or would result from the incurrence of such Debt and (y) after giving
effect to the incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had
occurred on the first (1st) day of the twelve-month period ending on the last day of the
Borrower’s most recently completed fiscal quarter, the Borrower shall be in compliance with the
financial covenants set forth in Section 7.04



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          Section 7.02 Liens.




          The Borrower and its Subsidiaries shall not at any time create, incur, assume, or suffer to
exist any Lien on any of their respective property or assets, tangible or intangible, now owned or
hereafter acquired, or agree or become liable to do so, except for Permitted Liens.




          Section 7.03 Fiscal Year; Nature of Business, Accounting Policies.




          The Borrower shall not, nor shall it permit any other Subsidiary to, directly or indirectly:




          (a) Substantively alter the general character of its business from that conducted by such
Person as of the Closing Date; or




          (b) Change its fiscal year to end on any date other than December 31 of each year.




          (c) Except in the ordinary and usual course of business or as may be required by applicable
Law and except to the extent required by GAAP as advised by such party’s regular independent
accountants, change any material accounting principle, practice or method in a manner that is
inconsistent with past practice.




          Section 7.04 Financial Covenants.




          The Borrower shall:




          (a) Leverage Ratio. Not permit as of the last day of any period of four (4) consecutive
fiscal quarters of the Borrower, the ratio of Net Debt to Consolidated EBITDA (the “Leverage
Ratio”) to be greater than 3.25 to 1.00.




          (b) Interest Coverage Ratio. Not permit as of the last day of any period of four (4)
consecutive fiscal quarters of the Borrower the ratio of Consolidated EBITDA to Consolidated
Interest Expense for such 12-month period to be less than 2.00 to 1.00.




          Section 7.05 Liquidations, Mergers and Consolidations.




          The Borrower shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate
or wind-up its affairs, or become a party to any merger, consolidation or other business
combination, whether accounted for under GAAP as a purchase or a pooling of interests and
regardless of whether the value of the consideration paid or received is comprised of cash, common
or preferred stock or other equity interests, or other assets, or sell, lease, transfer, or
otherwise dispose of all or substantially all of its assets, provided that:




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          (a) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or a
Guarantor;




          (b) any Subsidiary of the Borrower may sell, lease transfer or otherwise dispose of all or
substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a
Guarantor;




          (c) the Borrower or any Subsidiary may consolidate or merge with any Person, provided that
(i) if the Borrower is a party to such merger or consolidation, the Borrower is the surviving
Person, (ii) at the time of the consolidation or merger, no Event of Default shall have occurred
and be continuing or be caused by such consolidation or merger, (iii) after giving effect to such
merger or consolidation, (A) any Domestic Subsidiary which becomes a Material Subsidiary shall
become a Guarantor and (B) the Borrower shall cause to be pledged pursuant to a Pledge Agreement to
the Administrative Agent (x) sixty-five percent (65%) of the ownership interests of any Foreign
Subsidiary which is a Material Subsidiary which is owned directly by the Borrower or any Domestic
Subsidiary, and (y) sixty-five percent (65%) of the ownership interests of any first-tier Foreign
Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary and deliver a legal
opinion as required under Section 6.09, (iv) the consolidation or merger shall not be contested by
such Person or the holders of its equity securities and shall be approved by such Person’s board of
directors or other governing body and, if the Borrower shall use any portion of the Loans to fund
such consolidation or merger, the Borrower also shall have delivered to the Lenders written
evidence of the approval of the board of directors (or equivalent governing body) of such Person
for such consolidation or merger, and (v) the Borrower shall have provided the Administrative Agent
with a certificate stating that such merger or consolidation will not violate any covenants of this
Agreement.




          Section 7.06 Dispositions of Assets or Subsidiaries.




          Excluding the payment of cash as consideration for assets purchased by, or services rendered
to, the Borrower or any Subsidiary, neither the Borrower nor any of its Subsidiaries shall sell,
convey, assign, lease, or otherwise transfer or dispose of, voluntarily or involuntarily, any of
its properties or assets, tangible or intangible (including but not limited to sale, assignment,
discount or other disposition of receivables, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares or beneficial interests or
partnership interests in Subsidiaries), except:




          (a) any sale, transfer or disposition of surplus, obsolete or worn out assets of the Borrower
or a Subsidiary;




          (b) any sale, transfer or lease of inventory by the Borrower or any Subsidiary of the Borrower
in the ordinary course of business;




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          (c) any sale, transfer or lease of assets by any Subsidiary of the Borrower to the Borrower or
any other Subsidiary of the Borrower or by the Borrower to any Subsidiary of the Borrower; or




          (d) any sale, transfer or lease of assets, other than those specifically excepted pursuant to
clauses (a) through (c) above, which in any one sale, transfer or lease of assets, or in any number
of sales, transfers or leases of assets occurring (i) in any consecutive twelve month period
involves the sale, transfer or lease of assets having a book value of not more than ten percent
(10%) of the Consolidated Tangible Net Assets and (ii) during the term of this Agreement involves
the sale, transfer, or lease of assets having a book value of not more than twenty percent (20%) of
the Consolidated Tangible Net Assets (in each case, measured with respect to a series of sales,
transfers or leases of assets on the day of the first sale).




          Section 7.07 Dividends and Related Distributions.




          Except in connection with (i) share purchased programs of the Borrower, (ii) employee stock
purchase programs of the Borrower and its Subsidiaries and (iii) any Compensation and Benefit Plan,
the Borrower shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to
become or remain liable to make or pay, any dividend or other distribution of any nature (whether
in cash, properties, securities or otherwise) on account of or in respect of its shares of capital
stock, partnership interests or limited liability company interests on account of the purchase,
redemption, retirement or acquisition of its shares of capital stock (or warrants, options or
rights therefore), partnership interests or limited liability company interests other than,
directly or indirectly, to the Borrower (each a “Specified Dividend”); provided, however, so long
as no Event of Default or Default shall exist immediately prior to or after giving effect to any
such Specified Dividend, the Borrower and its Subsidiaries may make or pay any such Specified
Dividend (other than any Specified Dividend to any Subsidiary which is not a Guarantor). Except as
set forth on Schedule 7.07, the Borrower shall not permit its Subsidiaries to enter into or
otherwise be bound by any agreement prohibiting or restricting the payment of dividends or
distributions to the Borrower.




          Section 7.08 Changes in Organizational Documents.




          The Borrower shall not, and shall not permit any Loan Party to, amend in any respect its
certificate or articles of incorporation or comparable governing instruments without providing at
least fifteen (15) days prior written notice to the Administrative Agent and the Lenders and, in
the event such change would be materially adverse to the Lenders as determined by the
Administrative Agent in its sole but reasonable discretion, obtaining the prior written consent of
the Required Lenders.




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          Section 7.09 Negative Pledge.




          Except in connection with (i) Capitalized Leases and installment purchase agreements (in each
case, as related to the specific assets financed), and (ii) as set forth in the Credit Agreement
among RTI-Claro, Inc., the Borrower and National City Bank, Canada Branch dated as of December 27,
2006 and the Investment Quebec Facility (in each case, as related to the assets of RTI-Claro,
Inc.), the Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any
agreement with any Person which, in any manner, whether directly or contingently, prohibits,
restricts or limits the rights of the Borrower or any Subsidiary from granting any Lien to the
Administrative Agent or the Lenders.




ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES




          Section 8.01 Events of Default.




          Any of the following shall constitute an Event of Default:




          (a) Non-Payment. (i) The Borrower shall fail to pay any principal of any Loan when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise; or (ii) the Borrower shall fail to pay any interest on any Loan or
any fee or any other amount (other than an amount referred to in clause (i)) payable under this
Agreement, when and as the same shall become due and payable, and such failure shall continue
unremedied for a period of five (5) Business Days; or




          (b) Representations and Warranties. Any representation or warranty made or deemed made by or
on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with
this Agreement or the Transactions, shall be false in any material respect on the date as of which
made or deemed made; or




          (c) Specific Covenants. The breach by the Borrower or any Subsidiary of any of the terms or
provisions of Sections  6.02, 6.03, 6.04, 6.09 or Article VII or the breach by the Borrower or any
Subsidiary of the terms or provisions of Section 6.01 which breach shall continue for a period of
five (5) Business Days; or




          (d) Other Defaults. The breach by the Borrower (other than breaches specified in
Section 8.01(a), (b) or (c)) or any other Loan Party of any of the terms or provisions of this
Agreement or any other Loan Document which is not remedied within thirty (30) days after the
earlier of (i) the date by which notice of such breach would be required to be given by the
Borrower or such other Loan Party under this Agreement or such other Loan Document and (ii) written
notice from the Administrative Agent or any Lender to the Borrower or other applicable Loan Party;
or




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          (e) Cross-Default. The failure by the Borrower or any Subsidiary to make any payment of
principal or interest under any agreement or agreements under which any Debt aggregating in excess
of Fifty Million and 00/100 Dollars ($50,000,000.00) was created or is governed when due and
payable (beyond any applicable grace period), or the occurrence of any other event or existence of
any other condition, the effect of any of which is to cause, or to permit the holder or holders of
such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of the
Borrower or any Subsidiary shall be declared to be due and payable or required to be prepaid (other
than by regularly scheduled payment) prior to the stated maturity thereof; or




          (f) Insolvency Proceedings, Etc. The Borrower or any of its Subsidiaries shall (i) have an
order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter
in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to,
or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or its property, (iv) institute any proceeding seeking an order for relief under
the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as bankrupt
or insolvent, or seeking dissolution, winding up, liquidation, reorganization, rehabilitation,
arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v) take any corporate
action to authorize or effect any of the foregoing actions set forth in this Section 8.01(f) or
(vi) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally
as they become due; or




          (g) Proceedings. (i) Without the application, approval or consent of the Borrower or any of
its Subsidiaries, a receiver, trustee, examiner, liquidator, conservator or similar official shall
be appointed for the Borrower or any of its Subsidiaries or its property, or a proceeding described
in Section 8.01(f)(iv) shall be instituted against the Borrower or any of its Subsidiaries and such
appointment continues undischarged or such proceeding continues undismissed or unstayed for a
period of sixty (60) consecutive days; or




          (h) Solvency. The Borrower or any Guarantor ceases to be Solvent or admits in writing its
inability to pay its debts as they mature; or




          (i) Judgments. There is entered against the Borrower or any of its Subsidiaries (i) a final
judgment or order for the payment of money in excess of Ten Million and 00/100 Dollars
($10,000,000.00) (or multiple judgments or orders for the payment of an aggregate amount in excess
of Ten Million and 00/100 Dollars ($10,000,000.00)) which has not been paid, bonded or otherwise
discharged within thirty (30) days after such judgment becomes final, or (ii) any non-monetary
final judgment that has, or could reasonably be expected to have, a Material Adverse Effect which
has not been bonded or discharged within thirty (30) days after



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such judgment becomes final and, in either case, such judgment or order has not been stayed on
appeal or is not otherwise being appropriately contested in good faith; or




          (j) Change of Control. There occurs any Change of Control; or




          (k) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly permitted hereunder or
thereunder or satisfaction in full of all the Obligations (other than contingent indemnity
obligations with respect to unasserted claims), ceases to be enforceable or in full force and
effect other than by reason of a breach of this Agreement by a party hereto other than the Loan
Parties; or any Lien granted under the Loan Documents (other than with respect to interests in the
Pledged Equity which are not material to the Pledged Equity taken as a whole) shall cease to be
enforceable and perfected (except as permitted hereby); or any Loan Party contests in any manner in
writing the validity or enforceability of any provision of any Loan Document; or any Loan Party
denies that it has any or further liability or obligation under any Loan Document except by reason
of payment in full of all Obligations (other than contingent indemnity obligations with respect to
unasserted claims), or purports to revoke, terminate or rescind any provision of any Loan Document
except pursuant to the express terms thereof.




          (l) ERISA. Any ERISA Event occurs that results in or is reasonably expected to have a
Material Adverse Effect.




          Section 8.02 Remedies Upon Event of Default.




          If any Event of Default occurs and is continuing, the Administrative Agent shall, at the
request of, or may, with the consent of, the Required Lenders, take any or all of the following
actions:




          (a) declare the commitment of each Lender to make Loans to be terminated, whereupon such
commitments and obligation shall be terminated;




          (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrower; and




          (c) exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents;




provided, however, that upon the occurrence of an actual or deemed entry of an order for relief
with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each
Lender to make Loans shall automatically terminate and the unpaid principal amount of all



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outstanding Loans and all interest and other amounts as aforesaid shall automatically become due
and payable without further act of the Administrative Agent or any Lender.




          Section 8.03 Application of Funds.



          After the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable as set forth in the proviso to Section 8.02), any
amounts received on account of the Obligations shall be applied by the Administrative Agent in the
following order:



First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the Administrative Agent or
the Documentation Agent, as applicable, and amounts payable under Article III) payable to the
Administrative Agent or the Documentation Agent, as applicable, each in its respective capacity as
such;



Second, to payment of that portion of the Obligations constituting fees, indemnities and other
amounts (other than principal and interest) payable to the Lenders (including fees, charges and
disbursements of counsel to the respective Lenders and amounts payable under Article III), ratably
among them in proportion to the amounts described in this clause Second payable to them;



Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on
the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts
described in this clause Third payable to them;



Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans,
ratably among the Lenders in proportion to the respective amounts described in this clause Fourth
held by them; and



Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Law.




          Section 8.04 Actions in Respect of the Letters of Credit Upon Event of Default; L/C Cash
Collateral Account.




          (a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the
declaration by the Lenders that the Loans are, or if the Loans otherwise automatically become, due
and payable pursuant to the provisions of Section 8.01, the Issuing Bank may, irrespective of
whether they are taking any of the actions described in Section 8.01 or otherwise, make demand upon
the Borrower to, and forthwith upon such demand the Borrower will, pay to the Issuing Bank on
behalf of the Lenders in same day funds at the Issuing Bank’s



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office designated in such demand, for deposit in the L/C Cash Collateral Account, an amount
equal to the aggregate Available Amount of all outstanding Letters of Credit issued by the Issuing
Bank. If at any time the Issuing Bank determines that any funds held in the L/C Cash Collateral
Account are subject to any equal or prior right or claim of any Person other than the Issuing Bank
and the Lenders pursuant to this Agreement or that the total amount of such funds is less than the
aggregate Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by
the Issuing Bank, pay to the Issuing Bank, as additional funds to be deposited and held in the L/C
Cash Collateral Account, an amount equal to the excess of (1) such aggregate Available Amount over
(2) the total amount of funds, if any, then held in the L/C Cash Collateral Account that the
Issuing Bank determines to be free and clear of any such equal or prior right and claim.




          (b) The Borrower hereby authorizes the Issuing Bank to open at any time upon the occurrence
and during the continuance of an Event of Default a non-interest bearing account with the Issuing
Bank at its address designated in Section 10.02 in the name of the Borrower but in connection with
which the Issuing Bank shall be the sole entitlement holder or customer (the “L/C Cash Collateral
Account”), and hereby pledges and assigns and grants to the Issuing Bank on behalf of itself and of
the Lenders a security interest in the following collateral (the “L/C Cash Collateral Account
Collateral”):





     (i) the L/C Cash Collateral Account, all funds held therein and all certificates and
instruments, if any, from time to time representing or evidencing the investment of funds
held therein,




     (ii) all L/C Cash Collateral Account Investments from time to time, and all
certificates and instruments, if any, from time to time representing or evidencing the L/C
Cash Collateral Account Investments,




     (iii) all notes, certificates of deposit, deposit accounts, checks and other
instruments from time to time delivered to or otherwise possessed by the Issuing Bank for or
on behalf of the Borrower in substitution for or in addition to any or all of the then
existing L/C Cash Collateral Account Collateral,




     (iv) all interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of
the then existing L/C Cash Collateral Account Collateral, and




     (v) all proceeds of any and all of the foregoing L/C Cash Collateral Account
Collateral.



          (c) If requested by the Borrower, the Issuing Bank will, subject to the provisions of
clause (e) below, from time to time (i) invest amounts on deposit in the L/C Cash



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Collateral Account in such notes, certificates of deposit and other debt instruments as the
Borrower may select and the Issuing Bank may approve and (ii) invest interest paid on the notes,
certificates of deposit and other instruments referred to in clause (i) above, and reinvest other
proceeds of any such notes, certificates of deposit and other instruments which may mature or be
sold, in each case in such notes, certificates of deposit and other debt instruments as the
Borrower may select and the Issuing Bank may approve (the notes, certificates of deposit and other
instruments referred to in clauses (i) and (ii) above being collectively “L/C Cash Collateral
Account Investments”). Interest and proceeds that are not invested or reinvested in L/C Cash
Collateral Account Investments as provided above shall be deposited and held in the L/C Cash
Collateral Account.




          (d) Upon such time as (i) the aggregate Available Amount of all Letters of Credit is reduced
to zero and such Letters of Credit are expired or terminated by their terms and all amounts payable
in respect thereof, including but not limited to principal, interest, commissions, fees and
expenses, have been paid in full in cash, and (ii) no Event of Default has occurred and is
continuing under this Agreement, the Issuing Bank will pay and release to the Borrower or at its
order (a) accrued interest due and payable on the L/C Cash Collateral Account Investments and in
the L/C Cash Collateral Account, and (b) the balance remaining in the L/C Cash Collateral Account
after the application, if any, by the Issuing Bank of funds in the L/C Cash Collateral Account to
the payment of amounts described in clause (i) of this subsection (d).




          (e) (i) The Issuing Bank may, without notice to the Borrower except as required by law and at
any time or from time to time, charge, set off and otherwise apply all or any part of the L/C Cash
Collateral Account against the obligations of the Borrower in respect of Letters of Credit
(collectively, the “L/C Cash Collateral Account Obligations”) or any part thereof. The Issuing
Bank agrees to notify the Borrower promptly after any such set off and application, provided that
the failure of any Issuing Bank to give such notice shall not affect the validity of such set off
and application.





     (ii) The Issuing Bank may also exercise in respect of the L/C Cash Collateral Account
Collateral, in addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default under the Uniform
Commercial Code in effect in the State of New York at that time (the “UCC”) (whether or not
the UCC applies to the affected L/C Cash Collateral Account Collateral), and may also,
without notice except as specified below, sell the L/C Cash Collateral Account Collateral or
any part thereof in one or more parcels at public or private sale, at any of the Issuing
Bank’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other
terms as the Issuing Bank may deem commercially reasonable. The Borrower agrees that, to
the extent notice of sale shall be required by law, at least ten (10) days’ notice to the
Borrower of the time and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. No Issuing Bank shall be obligated
to make any sale of L/C Cash Collateral



84









 







Account Collateral regardless of notice of sale having been given. The Issuing Bank
may adjourn any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.




     (iii) Any cash held by any Issuing Bank as L/C Cash Collateral Account Collateral and
all cash proceeds received by any Issuing Bank in respect of any sale of, collection from,
or other realization upon all or any part of the L/C Cash Collateral Account Collateral may,
in the discretion of the Issuing Bank, be held by the Issuing Bank as collateral for, and/or
then or at any time thereafter be applied in whole or in part by the Issuing Bank against,
all or any part of the L/C Cash Collateral Account Obligations in such order as the Issuing
Bank shall elect. Any surplus of such cash or cash proceeds held by any Issuing Bank and
remaining after payment in full of all the L/C Cash Collateral Account Obligations shall be
paid over to the Borrower or to whomsoever may be lawfully entitled to receive such surplus.



          (f) Upon the permanent reduction from time to time of the aggregate Available Amount of all
Letters of Credit in accordance with the terms thereof, the Issuing Bank’s shall release to the
Borrower amounts from the L/C Cash Collateral Account in an amount equal to each such permanent
reduction; provided that no Issuing Bank shall be obligated to reduce the funds or other L/C Cash
Collateral Account Collateral then held in the L/C Cash Collateral Account below that level that
the Issuing Bank reasonably determines is required to be maintained after taking into consideration
any rights or claims of any Persons other than the Issuing Bank.




          (g) In furtherance of the grant of the pledge and security interest pursuant to this
Section 8.04, the Borrower hereby agrees with the Administrative Agent and the Issuing Bank that
the Borrower shall give, execute, deliver, file and/or record any financing statement, notice,
instrument, document, agreement or other papers that may be necessary or desirable (in the
reasonable judgment of the Administrative Agent and the Issuing Bank) to create, preserve, perfect
or validate any security interest granted pursuant hereto or to enable the Issuing Bank to exercise
and enforce its rights hereunder with respect to such pledge and security interests.




ARTICLE IX

ADMINISTRATIVE AGENT; DOCUMENTATION AGENT




          Section 9.01 Appointment and Authority.



Each of the Lenders and the Issuing Bank hereby irrevocably appoints National City Bank to act on
its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together with


85









 






such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing
Bank hereby irrevocably appoints PNC Bank, National Association, to act on its behalf as the
Documentation Agent hereunder and under the other Loan Documents and authorizes the Documentation
Agent to accept on behalf of each of the Lenders and the Issuing Bank the Loan Documents. The
provisions of this Article IX are solely for the benefit of the Administrative Agent, the
Documentation Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have
rights as a third party beneficiary of any of such provisions. PNC Bank, National Association,
agrees to act as the Documentation Agent on behalf of the Lenders and the Issuing Bank to the
extent provided in this Agreement.




          Section 9.02 Rights as a Lender.




          Each Person serving as the Administrative Agent or the Documentation Agent, as applicable,
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent or the Documentation Agent, as
applicable, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or
unless the context otherwise requires, include the Person serving as the Administrative Agent or
the Documentation Agent, as applicable, hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent or the
Documentation Agent, as applicable, hereunder and without any duty to account therefor to the
Lenders.




          Section 9.03 Exculpatory Provisions.




          Neither the Administrative Agent nor the Documentation Agent, as applicable, shall have any
duties or obligations except those expressly set forth herein and in the other Loan Documents.
Without limiting the generality of the foregoing, neither the Administrative Agent nor the
Documentation Agent, as applicable:




          (a) shall be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing;




          (b) shall have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent or the Documentation Agent, as applicable, is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided that neither the
Administrative Agent nor the Documentation Agent shall be required to take any action that, in its
opinion or the opinion of its counsel, may expose



86









 






the Administrative Agent or the Documentation Agent to liability or that is contrary to any
Loan Document or applicable law; and




          (c) shall, except as expressly set forth herein and in the other Loan Documents, have any duty
to disclose, and shall be liable for the failure to disclose, any information relating to the
Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or the Documentation Agent or any of their respective Affiliates in any
capacity.



Neither the Administrative Agent nor the Documentation Agent shall be liable for any action taken
or not taken by it (i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the Administrative Agent or the
Documentation Agent, as applicable, shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until notice describing such Default is given to the Administrative Agent
by the Borrower, a Lender, or the Issuing Bank.



Neither the Administrative Agent nor the Documentation Agent shall be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent and/or the Documentation Agent, as applicable.




          Section 9.04 Reliance by Administrative Agent and/or Documentation Agent.




          The Administrative Agent and/or the Documentation Agent, as applicable, shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
and/or the Documentation Agent, as applicable, also may rely upon any statement made to it orally
or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the
making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent and/or the Documentation Agent, as applicable, may presume that such condition
is satisfactory to such Lender unless the Administrative Agent or the



87









 






Documentation Agent, as applicable, shall have received notice to the contrary from such
Lender prior to the making of such Loan. The Administrative Agent and/or the Documentation Agent,
as applicable, may consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or experts.




          Section 9.05 Delegation of Duties.




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




          Section 9.06 Resignation of Administrative Agent.




          The Administrative Agent may at any time give notice of its resignation to the Lenders, the
Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which
shall be a bank with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders
that no qualifying Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (a) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents (except
that in the case of any collateral security held by the Administrative Agent on behalf of the
Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold
such collateral security until such time as a successor Administrative Agent is appointed) and
(b) all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for in this Section 9.06.
Upon the acceptance of a successor’s appointment as Administrative Agent



88









 






hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under
the other Loan Documents (if not already discharged therefrom as provided in this Section 9.06).
The fees payable by the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was
acting as Administrative Agent.




          Section 9.07 Non-Reliance on Administrative Agent or Documentation Agent and Other Lenders.




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




          Section 9.08 No Other Duties, Etc.




          Anything herein to the contrary notwithstanding, neither Fifth Third Bank, in its capacity as
Co-Lead Arranger, nor PNC Capital Markets LLC, in its capacity as Co-Lead Arranger and/or Sole
Bookrunner, shall have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents. The parties hereto acknowledge and agree that no Person shall have, solely
by reason of its designation as documentation agent, any power, duty, responsibility or liability
whatsoever under this Agreement or any other Loan Document, provided, however, the Documentation
Agent shall have such duties and responsibilities expressly set forth in Section 4.01 of this
Agreement.




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ARTICLE X

MISCELLANEOUS




          Section 10.01 Amendments, Etc.




          No amendment or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective
unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:




          (a) waive any condition set forth in Section 4.01 without the written consent of each Lender;




          (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02(a)) without the written consent of such Lender;




          (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document without the written consent of each Lender directly affected thereby;




          (d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any
fees or other amounts payable hereunder or under any other Loan Document that would result in a
reduction of any interest rate on any Loan or any fee payable hereunder without the written consent
of each Lender directly affected thereby; provided, however, that only the consent of the Required
Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of
the Borrower to pay interest at the Default Rate;




          (e) change Section 2.15 or Section 2.16 in a manner that would alter the pro rata sharing of
payments required thereby without the written consent of each Lender;




          (f) change any provision of this Section 10.01 or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or




          (g) except as otherwise permitted under this Agreement or in the case of any Guarantor which
ceases to be a Material Subsidiary release any Guarantor from the Subsidiary Guaranty without the
written consent of each Lender;




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          (h) release any of the Pledged Equity from the Lien of the Pledge Agreement; provided,
however, the Administrative Agent may release Pledged Equity at such time as such Pledged
Equity ceases to constitute the capital stock or beneficial or membership interests of a Material
Subsidiary or a Foreign Subsidiary that owns a Material Subsidiary that is a Foreign Subsidiary;




and, provided further, that no amendment, waiver or consent shall, unless in writing and signed by
the Administrative Agent in addition to the Lenders required above, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be
increased or extended without the consent of such Lender.




          Section 10.02 Notices; Effectiveness; Electronic Communication.




          (a) Notices Generally. Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in Section 10.02(b)), all notices and
other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopier as follows,
and all notices and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:





     (i) if to the Borrower or the Administrative Agent, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on
Schedule 10.02; and




     (ii) if to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.


Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient).
Notices delivered through electronic communications to the extent provided in Section 10.02(b),
shall be effective as provided in Section 10.02(b).




          (b) Electronic Communications. Notices and other communications to the Lenders hereunder may
be delivered or furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the
Administrative Agent that it is incapable of receiving notices under such



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Article by electronic communication. The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may
be limited to particular notices or communications.



Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to
an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail
or other written acknowledgement), provided that if such notice or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient at its e-mail address as described in the
foregoing clause (i) of notification that such notice or communication is available and identifying
the website address therefor.




          (c) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its
address, telecopier or telephone number for notices and other communications hereunder by notice to
the other parties hereto. Each other Lender may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the Borrower and the Administrative
Agent.




          (d) Reliance by Administrative Agent and Lenders. The Administrative Agent, the Issuing Bank
and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on
behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein, or
(ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The
Borrower shall indemnify the Administrative Agent, the Issuing Bank, each Lender and the Related
Parties of each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All
telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording.




          Section 10.03 No Waiver; Cumulative Remedies.




          No failure by any Lender, any Issuing Bank or the Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and



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privileges herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.




          Section 10.04 Expenses; Indemnity; Damage Waiver.




          (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and/or the Documentation Agent and their respective Affiliates
(including the reasonable fees, charges and disbursements of counsel for the Administrative Agent
and/or the Documentation Agent, as applicable), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative
Agent, the Documentation Agent or any Issuing Bank (including the fees, charges and disbursements
of any counsel for the Administrative Agent, the Documentation Agent or any Issuing Bank), in
connection with the enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection
with the Loans made and Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans and
Letters of Credit.




          (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent
(and any sub-agent thereof), the Documentation Agent (and any sub-agent thereof), the Issuing Bank
and each Lender, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses (including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against
any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of
Hazardous Substances on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its
Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of



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such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under
any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction. It is
understood that the Borrower shall not, in connection with any action or related actions in the
same jurisdiction, be liable for the fees and expenses of more than one separate law firm for
all Indemnitees, unless the Indemnitees shall have concluded that representation of all
the Indemnitees by the same counsel would be inappropriate due to actual or potential differing
interests among them.




          (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under Section 10.04(a) or (b) to be paid by it to the
Administrative Agent (or any sub-agent thereof), the Documentation Agent (or any sub-agent thereof)
or any Related Party of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any sub-agent thereof), the Documentation Agent (or any such sub-agent),
or such Related Party, as the case may be, such Lender’s Ratable Share, (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent
and/or the Documentation Agent (or any such sub-agent), in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent and/or the Documentation
Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders
under this Section 10.04(c) are subject to the provisions of Sections 2.05(a)(v) and 2.05(b)(vi).




          (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law,
the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
referred to in Section 10.04(b) shall be liable for any damages arising from the use by unintended
or unauthorized recipients of any information or other materials distributed by it through
telecommunications, electronic or other similar information transmission systems in connection with
this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.




          (e) Payments. All amounts due under this Section 10.04 shall be payable not later than ten
(10) Business Days after demand therefor.




          (f) Survival. The agreements in this Section 10.04 shall survive the resignation of the
Administrative Agent, the replacement of any Lender, or Issuing Bank the



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termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all
the other Obligations.




          Section 10.05 Payments Set Aside.




          To the extent that any payment by or on behalf of the Borrower is made to the Administrative
Agent, any Issuing Bank or any Lender, or the Administrative Agent, any Issuing Bank or any Lender
exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent, the Issuing Bank or
such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such setoff had not
occurred, and (b) the Issuing Bank and each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share (without duplication) of any amount so recovered from or
repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date
such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in
effect. The obligations of the Issuing Bank and the Lenders under clause (b) of the preceding
sentence shall survive the payment in full of the Obligations and the termination of this
Agreement.




          Section 10.06 Successors and Assigns.




          (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank and each Lender and no Issuing Bank or Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with Section 10.06(b), (ii) by way of participation in accordance with Section 10.06(d),
or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
Section 10.06(f), (and any other attempted assignment or transfer by any party hereto shall be null
and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in Section 10.06(d) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.




          (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement




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(including all or a portion of its Commitment and the Loans at the time owing to it); provided
that





     (i) except in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to
a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the
aggregate amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment, determined as of the
date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as
of the Trade Date, shall not be less than Five Million and 00/100 Dollars ($5,000,000.00)
and increments of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof unless
each of the Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be unreasonably
withheld or delayed);




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




     (iii) any assignment of a Commitment must be approved by the Administrative Agent and,
so long as no Event of Default has occurred and is continuing, the Borrower (such consents
not be unreasonably withheld or delayed), unless the Person that is the proposed assignee is
itself a Lender or an Affiliate of a Lender (whether or not the proposed assignee would
otherwise qualify as an Eligible Assignee); and




     (iv) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of Three
Thousand Five Hundred and 00/100 Dollars ($3,500.00), and the Eligible Assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.06(c), from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04


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with respect to facts and circumstances occurring prior to the effective date of such assignment.
Upon request, the Borrower (at its expense) shall execute and deliver Notes to the assignee Lender.
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 10.06(b) shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with Section 10.06(d).




          (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower at any reasonable time and from time to time upon
reasonable prior notice. In addition, at any time that a request for a consent for a material or
substantive change to the Loan Documents is pending, any Lender wishing to consult with other
Lenders in connection therewith may request and receive from the Administrative Agent a copy of the
Register.




          (d) Participations. Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all
or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement.



Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to Section 10.01 that
affects such Participant. Subject to Section 10.06(e), the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as
though it were a Lender, provided such Participant agrees to be


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subject to Section 2.16 as though it were a Lender.




          (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any
greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Borrower’s prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 3.01 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section
3.01(e) as though it were a Lender.




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




          (g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the
Uniform Electronic Transactions Act.




          (h) Notwithstanding anything to the contrary contained herein, if at any time any Lender that
is also the Issuing Bank assigns all of its Revolving Credit Commitment and Loans pursuant to
subsection (b) above, such Lender may, upon thirty (30) days’ notice to the Borrower and the
Lenders, resign as Issuing Bank. In the event of any such resignation as Issuing Bank, the
Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder;
provided, however, that no failure by the Borrower to appoint any such successor
shall affect the resignation of such Lender as Issuing Bank. If any such Lender resigns as Issuing
Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to
all Letters of Credit issued by it in such capacity outstanding as of the effective date of its
resignation as Issuing Bank (including the right to require the Lenders to make Loans or fund
participations in respect thereof pursuant to Section 2.19).




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          Section 10.07 Treatment of Certain Information; Confidentiality.




          Each of the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a)
to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees,
partners, directors, officers, employees, agents, advisors and other representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and each such Person shall be bound by the provisions of Section 10.07
as if it were a Lender hereunder), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to any agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective party (or its managers, administrators, trustees, partners,
directors, officers, employees, agents, advisors and other representatives) to any swap or
derivative or similar transaction under which payments are to be made by reference to the Borrower
and its obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the
CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a result of a breach of
this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Bank or
any of their respective Affiliates on a nonconfidential basis from a source other than the
Borrower. With respect to any disclosure made pursuant to clause (c) above, each of the
Administrative Agent, the Lenders and the Issuing Bank agrees that it will notify the Borrower as
soon as practical in the event of any such disclosure (other than disclosures made at the request
of a regulatory authority), unless such notification shall be prohibited by applicable law or legal
process.




          For purposes of this Section, “Information” means all information received from the
Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of
their respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis prior to the
disclosure by the Borrower or any of its Subsidiaries, provided that, in the case of
information received from the Borrower or any of its Subsidiaries after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own
confidential information.




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          Section 10.08 Right of Setoff.




          If an Event of Default shall have occurred and be continuing, each Lender, and each of their
respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final, in whatever currency) at any time held and other obligations (in
whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or
the account of the Borrower or any other Loan Party against any and all of the obligations of the
Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement or any other Loan Document and although such obligations of the Borrower or
such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender
different from the branch or office holding such deposit or obligated on such indebtedness. The
rights of each Lender and their respective Affiliates under this Section 10.08 are in addition to
other rights and remedies (including other rights of setoff) that such Lender or their respective
Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent
promptly after any such setoff and application, provided that the failure to give such notice shall
not affect the validity of such setoff and application.




          Section 10.09 Interest Rate Limitation.




          Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any
Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower. In determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and
(c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder.




          Section 10.10 Counterparts; Integration; Effectiveness.




          This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement and the other Loan Documents, and the
Documentation Agent Fee Letter constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Delivery of an executed counterpart of a



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signature page of this Agreement by telecopy or shall be effective as delivery of a manually
executed counterpart of this Agreement.




          Section 10.11 Survival of Representations and Warranties.




          All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery hereof and thereof until repayment in full of all Obligations (other
than contingent indemnification obligations with respect to unasserted claims). Such
representations and warranties have been or will be relied upon by the Administrative Agent and
each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on
their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default at the time of any Borrowing, and shall continue in full force and effect
as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.




          Section 10.12 Severability.




          If any provision of this Agreement or the other Loan Documents is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace
the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.




          Section 10.13 Replacement of Lenders.




          If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Entity for the account of any Lender
pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 10.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that:




          (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in
Section 10.06(b)(iv);




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          (b) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and
under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts);




          (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result
in a reduction in such compensation or payments thereafter; and




          (d) such assignment does not conflict with applicable Laws.




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




          Section 10.14 Governing Law; Jurisdiction; Etc.




          (a) Governing Law. This Agreement shall be governed by and construed in accordance with the
law of the State of New York.




          (b) Submission to Jurisdiction. The Borrower and each other Loan Party irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Courts of the State of New York sitting in the County of New York and of the United States District
Court of the Southern District of New York, and any appellate Court from any thereof, in any action
or proceeding arising out of or relating to this Agreement or any other Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York State Court or, to the fullest extent permitted by applicable law, in
such Federal Court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document
shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against the Borrower or
any other Loan Party or its properties in the Courts of any jurisdiction.




          (c) Waiver of Venue. The Borrower and each other Loan Party irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law, any objection that it may now or
hereafter have to the laying of venue of any action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any Court referred to in paragraph (b) of this
Section 10.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent



102









 






permitted by applicable law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.




          (d) Service of Process. Each party hereto irrevocably consents to service of process in the
manner provided for notices in Section 10.02. Nothing in this Agreement will affect the right of
any party hereto to serve process in any other manner permitted by applicable law.




          Section 10.15 Waiver of Jury Trial.




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




          Section 10.16 USA PATRIOT Act Notice.




          Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act.




          Section 10.17 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 10.17, be superseded hereby. All references to the “Credit Agreement”
contained in the other Loan 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 Borrower and the other Loan Parties outstanding under



103









 






the Existing Credit Agreement and the other Loan Documents as of the Closing Date shall remain
outstanding and shall constitute continuing Obligations and shall continue as such to be secured by
the Pledged Equity. 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.




[Remainder of page intentionally left blank; signature pages follow]





104









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.




	 	 	 	 	 
	 	THE BORROWER


RTI INTERNATIONAL METALS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ADMINISTRATIVE AGENT


NATIONAL CITY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE DOCUMENTATION AGENT


PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE LENDERS


CITIBANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 






	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIFTH THIRD BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NATIONAL CITY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 






	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

 	 
	 	By:  	Prudential Investment Management, Inc.,
 	 
	 	 	as investment manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRSTMERIT BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TD BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 






	 	 	 	 	 
	 	FIRST NATIONAL BANK OF PENNSYLVANIA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST COMMONWEALTH BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRISTATE CAPITAL BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 








Schedule 2.01

To Credit Agreement




Revolving Credit Commitments and Applicable Revolving Credit Percentages




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable Revolving
	 	 	Revolving Credit	 	Credit
	Lender	 	Commitment	 	Percentage
	Citibank, N.A.
	 	$	40,243,902.44	 	 	 	20.1219512200	%
	PNC Bank National Association
	 	$	40,243,902.44	 	 	 	20.1219512200	%
	Fifth Third Bank
	 	$	40,243,902.44	 	 	 	20.1219512200	%
	Comerica Bank
	 	$	28,170,731.71	 	 	 	14.08536585550	%
	KeyBank National Association
	 	$	35,000,000.00	 	 	 	17.5000000000	%
	National City Bank
	 	$	16,097,560.97	 	 	 	8.0487804850	%
	TOTAL:
	 	$	200,000,000	 	 	 	100	%






 









 








Schedule 2.02

To Credit Agreement




Term Loan Commitments and Applicable Term Loan Percentages




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable Term Loan
	Lender	 	Term Loan Commitment
	 	Percentage
	Citibank, N.A.
	 	$	9,756,097.56	 	 	 	4.3360433600	%
	PNC Bank National
Association
	 	$	19,756,097.56	 	 	 	8.7804878044	%
	Fifth Third Bank
	 	$	19,756,097.56	 	 	 	8.7804878044	%
	Comerica Bank
	 	$	6,829,268.29	 	 	 	3.0352303511	%
	Bank of America, N.A.
	 	$	35,000,000.00	 	 	 	15.5555555556	%
	National City Bank
	 	$	18,902,439.03	 	 	 	8.4010840133	%
	Prudential Retirement
Insurance and Annuity
Company
	 	$	25,000,000.00	 	 	 	11.1111111111	%
	Wells Fargo Bank, National
Association
	 	$	25,000,000.00	 	 	 	11.1111111111	%
	FirstMerit Bank, N.A.
	 	$	20,000,000.00	 	 	 	8.8888888889	%
	TD Bank, N.A.
	 	$	15,000,000.00	 	 	 	6.6666666667	%
	First National Bank of
Pennsylvania
	 	$	10,000,000.00	 	 	 	4.44444444444	%
	First Commonwealth Bank
	 	$	10,000,000.00	 	 	 	4.44444444444	%
	TriState Capital Bank
	 	$	10,000,000.00	 	 	 	4.44444444444	%
	TOTAL:
	 	$	225,000,000	 	 	 	100	%







 









 







	 	 	 
	 

	 	Schedule 2.04
	 

	 	to Credit Agreement






RTI INTERNATIONAL, INC.

LETTERS OF CREDIT OUTSTANDING

As of September 8, 2008




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EXPIRATION	 	 
	BENEFICIARY NAME	 	AMOUNT	 	LC #	 	DATE	 	ISSUING BANK
	Royal Bank of Canada
	 	725,643	 	228242	 	1-Mar-09	 	PNC
	 
	 	 	 	 	 	 	 	 
	Liberty Mutual
	 	125,000	 	257810	 	1-Mar-09	 	PNC
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	850,643	 	 	 	 	 	 









 









 








Schedule 2.10

To Credit Agreement 




RTI International Metals, Inc.

$425,000,000 Credit Facility

Pricing Grid and Applicable Margins




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LEVEL 1	 	LEVEL 2	 	LEVEL 3	 	LEVEL 4	 	LEVEL 5	 	Level 6
	Leverage Ratio	 	 	 	 	 	> 0.5:1.0 and	 	> 1.0:1.0 and	 	> 1.5:1.0 and	 	> 2.0:1.0 and	 	 
	(Net Debt / EBITDA)	 	£ 0.5:1.0	 	£ 1.0:1.0	 	£ 1.5:1.0	 	£ 2.0:1.0	 	£ 2.5:1.0	 	>2.5:1.0
	Facility Fee
	 	10 bps	 	12 bps	 	15 bps	 	20 bps	 	25 bps	 	25 bps
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revolving Loans
Applicable Margin
for Eurodollar
Rate Loans; Letter
of Credit Fees
	 	40 bps	 	48 bps	 	60 bps	 	80 bps	 	100 bps	 	125 bps
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Fee on
Outstanding
Eurodollar
Advances
	 	50 bps	 	60 bps	 	75 bps	 	100 bps	 	125 bps	 	150 bps
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Term Loan
Applicable Margin
for Eurodollar
Rate Loans
	 	200 bps	 	200 bps	 	200 bps	 	200 bps	 	250 bps	 	250 bps
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Term Loan
Applicable Margin
for Base Rate
Loans
	 	50 bps	 	50 bps	 	50 bps	 	50 bps	 	100 bps	 	100 bps





Until the sixtieth (60th) day following the fiscal quarter ended September 30, 2008, the
Applicable Margin shall be based upon Level 1 pricing as set forth above. Any change thereafter
shall be based upon the financial statements and compliance certificates provided pursuant to
Sections 6.01(a), 6.01(b) and 6.01(c) and shall become effective on the date such financial
statements and compliance certificates are due in accordance with such Sections.




 









 








Schedule 5.07

to Credit Agreement




LITIGATION




None.




 









 





	 	 	 
	 

	 	Schedule 5.18
	 

	 	to Credit Agreement






SUBSIDIARIES




	 	 	 	 	 	 	 	 	 
	 	 	JURISDICTION OF	 	OWNER OF EQUITY	 	 
	SUBSIDIARY	 	FORMATION	 	INTERESTS	 	% OF EACH CLASS
	Bow Steel Corporation

	 	Delaware
	 	New Century Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	Bow Steel of Texas
Corporation

	 	Delaware
	 	New Century Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	Extrusion Technology
Corporation of America

	 	Ohio
	 	New Century Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	NaTi Gas Co.

	 	Ohio
	 	RMI Titanium Company
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	New Century Metals, Inc.

	 	Ohio
	 	RTI Fabrication &
Distribution, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	New Century Metals
Southeast, Inc.

	 	Delaware
	 	New Century Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	Pierce-Spafford Metals
Company, Inc.

	 	California
	 	New Century Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RMI Delaware, Inc.

	 	Delaware
	 	RMI Titanium Company
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RMI Metals, Inc.

	 	Utah
	 	RMI Titanium Company
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RMI Titanium Company

	 	Ohio
	 	RTI International
Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI Energy Systems, Inc.

	 	Ohio
	 	RTI Fabrication &
Distribution, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI Fabrication &
Distribution, Inc.

	 	Ohio
	 	RTI International
Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI Hermitage, Inc.

	 	Ohio
	 	RTI Fabrication &
Distribution, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI — St. Louis, Inc.

	 	Missouri
	 	RTI Fabrication &
Distribution, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	TRADCO, Inc.

	 	Missouri
	 	RMI Titanium Company
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI Finance Corp.

	 	Ohio
	 	RTI International
Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI Martinsville, Inc.

	 	Ohio
	 	RTI International
Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI Hamilton, Inc.

	 	Ohio
	 	RMI Titanium Company
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI — Claro, Inc.

	 	Province of Quebec,
Canada
	 	RTI International
Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	 	 	JURISDICTION OF	 	OWNER OF EQUITY	 	 
	SUBSIDIARY	 	FORMATION	 	INTERESTS	 	% OF EACH CLASS
	RTI Europe Limited

	 	United Kingdom
	 	RTI International
Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI France S.A.S.

	 	France
	 	RTI International
Metals, Inc.
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI International
Metals GmbH

	 	Germany
	 	RTI International
Metals Limited
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI International
Metals Limited

	 	United Kingdom
	 	RTI Europe Limited
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI International
Metals Srl

	 	Italy
	 	RTI International
Metals Limited
	 	100%	 	 
	 
	 	 	 	 	 	 	 	 
	RTI-Reamet S.A.

	 	France
	 	RTI France S.A.S.
	 	99.99%	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Minority Shareholders: RTI
International
Metals Limited; RTI
Europe Limited;
David Hall; Michael
C. Wellham; Nicolas
de Morpurgo; Dawne
Hickton
	 	0.01%	 	 






 









 








Schedule 7.01(a)

to Credit Agreement




EXISTING DEBT



1. RTI International Metals, Inc. and the Guarantors have the following capital leases as of
December 31, 2007:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Lease Ending
	Guarantor	 	Lessor	 	Asset Description	 	Monthly Payment	 	Date
	 
	     RMI Titanium Company
	 	Pitney Bowes	 	Mailing Machine	 	$190	 	1/31/2010
	 
	 	 	 	 	 	 	 	 
	     TRADCO, Inc.
	 	IKON Financial Services	 	Copiers	 	$1,380	 	8/30/2009






2.




	 	 	 	 	 	 	 	 	 
	Guarantor	 	Lender	 	Asset Description	 	Amount Secured
	 
	     RMI Titanium Company

	 	Canton Community

Improvement
Corporation
	 	One Vacuum Arc
Re-Melt 

Furnace
	 	$	100,000	 






 









 






Schedule 7.01(b)

to Credit Agreement




EXISTING SUBSIDIARY DEBT





	1.	 	RTI International Metals Inc. subsidiaries have the following capital leases as of
December 31, 2007:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Monthly	 	Lease Ending
	Affiliate	 	Lessor	 	Asset Description	 	Payment	 	Date
	 
	Bow Steel Corp.
	 	Penske Leasing	 	Truck - International 4300	 	$	1,023	 	 	 	5/31/2012	 
	Bow Steel Corp.
	 	CT Light & Power	 	Warehouse & Office Lighting Upgrade	 	$	559	 	 	 	9/30/2008	 
	Pierce-Spafford
	 	NMHG Financial Services	 	Used 1997 Forklift	 	$	361	 	 	 	3/11/2010	 
	Pierce-Spafford
	 	NMHG Financial Services	 	Used 2001 Forklift	 	$	426	 	 	 	3/11/2010	 
	Pierce-Spafford
	 	Konica Minolta	 	Copier	 	$	277	 	 	 	8/30/2010	 
	RTI St. Louis
	 	IKON Financial Services	 	Copiers	 	$	370	 	 	 	9/30/2009	 
	RTI UK
	 	Danwood Finance Limited	 	Copiers	 	$	1,900	 	 	 	6/30/2012	 







	2.	 	As of June 30, 2008, RTI Claro, Inc. has a CAD 16 Million ten year term loan due June 30, 2017
with National City Bank, Canada Branch of which the outstanding amount was CAD 14,931,200.00.
	 
	3.	 	As of June 30, 2008, RTI Claro, Inc. has a CAD 5,175,000 interest free loan facility
with Investissement Quebec of which CAD 3,657,018 is borrowed. This loan will mature in
March, 2014.






 











 





Schedule 7.02

 to Credit Agreement




PERMITTED LIENS




	 	 	 	 	 
	DEBTOR	 	SECURED PARTY	 	COLLATERAL
	RMI Titanium Company

	 	Canton Community Improvement

Corporation
	 	One Vacuum Arc Re-Melt Furnace
	 
	 	 	 	 
	RMI Titanium Company

	 	IKON Financial Svcs
	 	Leased photocopier machines
	 
	 	 	 	 
	RTI International Metals, Inc.

	 	Caterpillar Financial Services

Corporation
	 	Leased Caterpillar 232B Skid Steer

Loader S/N SCH00797
	 
	 	 	 	 
	RTI International Metals, Inc.

	 	Caterpillar Financial

Services Corporation
	 	Leased Caterpillar 232B2 Skid
Steer
 Loader S/N SCH02590
	 
	 	 	 	 
	TRADCO, Inc.

	 	IKON Office Solutions
	 	Leased Canon IR3300 MPH02318
	 

	 	 	 	ADF XDZ10849
	 

	 	 	 	Finisher XEG14547
	 

	 	 	 	Cassett Feed Unit XDM14820
	 
	 	 	 	 
	TRADCO, Inc.

	 	Citicorp Del Lease, Inc. dba

Citicorp Dealer Finance
	 	Mitsubishi Model #FGC25KLP S/N

AF82D01300 Sideshifter
	 
	 	 	 	 
	TRADCO, Inc.

	 	US Bancorp
	 	Leased Inter-Tel Axxes w/ Voicemail

per Lease # 156000






 









 






Schedule 7.07

to Credit Agreement




RESTRICTIONS ON DIVIDENDS





	1.	 	The Credit Agreement between RTI-Claro, Inc. and National City Bank, Canada Branch restricts
the ability of RTI-Claro, Inc. to make dividends and distributions if an Event of Default
(under the RTI-Claro, Inc. Credit Agreement) has occurred and is continuing or would result
from such dividend or distribution.
	 
	2.	 	The Offer of Loan between RTI-Claro, Inc. and Investissement Québec requires RTI-Claro, Inc.
to obtain the prior written consent of Investissement Québec before declaring or paying any
dividend to the shareholders of RTI-Claro, Inc.




 









 











 Schedule 10.02

To Credit Agreement




     
        This Schedule 10.02 shows the names and addresses of the Administrative Agent and the
Borrower.



Administrative Agent:





	1.	 	Address for all notices:
	 
	 	 	National City Bank

629 Euclid Avenue, 2nd Floor

Locator 01-3028

Cleveland, Ohio 44114
	 
	 	 	Attention: Clarice Jones

Phone: 216.222.7776

Fax: 216.222.0103

E-mail: Clarice.Jones@nationalcity.com
	 
	 	 	And
	 
	 	 	National City Bank

1900 E. 9th Street

Locator 01-2083

Cleveland, OH 44114
	 
	 	 	Attention: Tim Holmes

Phone: 216.222.9441

Fax: 216.222.9363

E-mail: Timothy.Holmes@nationalcity.com
	 
	2.	 	All payments and transfers of funds to the Administrative Agent shall be made by wire
transfer of immediately available funds to National City Bank, ABA# 041-000-124, Account No.
151810-2711, Account Name: Agent Services, with a reference to RTI International Metals, Inc.
and with sufficient information to identify the source and application of such funds.










 









 











Borrower:




	1.	 	Address for all notices:
	 
	 	 	RTI International Metals, Inc.

Westpointe Corporate Center One

1550 Coraopolis Heights Road

Fifth Floor Suite 500

Moon Township, PA 15108-2973
	 
	 	 	Attention: William T. Hull, SVP and CFO

Phone: 412.893.0083

Fax: 412.893.0028

E-mail: bhull@rtiintl.com
	 
	2.	 	All payments to the Borrower with respect to the Loan Documents shall be made by wire transfer of
immediately available funds as specified separately by the Borrower to the Administrative
Agent.






2











 





			
	National City
	 	






Activity Notice




	 	 	 	 	 	 	 
	Date:

	 	September 4, 2008	 	 	 	 
	 
	 	 	 	 	 	 
	TO:

	 	NATIONAL CITY
	 	Sonya Townsell
	 	phone 216-222-2254
	 

	 	 	 	Sonya.Townsell@nationalcity.com
	 	fax 216-222-0012
	 

	 	 	 	PLEASE COPY EACH OF THE FOLLOWING:	 	 
	 

	 	 	 	Candace.Marsky@nationalcity.com
	 	phone 216-222-2888
	 

	 	 	 	Kimberly.Thompson@ nationalcity.com
	 	phone 216-222-3539
	 

	 	 	 	Daisy.Perez@nationalcity.com
	 	phone 216-222-2314
	 

	 	 	 	Darlene.Null@nationalcity.com
	 	phone 216-222-2906
	 
	 	 	 	 	 	 
	From: 

	 	RTI International Metals, Inc.
	 	BORROWER CONTACT
	 	phone
	 

	 	 	 	Borrower Contact email address
	 	fax






Please check appropriate box:




			
	     o    REVOLVER BASE RATE LOAN
	 	Notice Deadline: 10:00 AM Eastern (Same Day)






	 	 	 	 	 	 	 
	Beginning Balance:
	 	$	—	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	ADVANCE:
	 	$	—	 	CREDIT DDA#:
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	PAYDOWN:
	 	$	—	 	DEBIT DDA#:
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Ending Balance:
	 	$	—	 	 	 
	 
	 	 	 	 	 





					
	 	 	 	 	 
	     o
   REVOLVER LIBOR LOAN
	 	Notice Deadline: 12:00 PM Eastern (3 Days Prior)






	 	 	 	 	 	 	 
	Effective Date:
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	ADVANCE NEW FUNDS:
	 	$	—	 	CREDIT DDA#:
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	CONVERT FROM PRIME:
	 	$	—	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	New LIBOR Contact Total:
	 	$	—	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Duration of Contract:	 	o 1 Month o 2 Months o 3 Months o 6 Months

Confirmation of Rate Setting wil be faxed
	 
	 	 	 	 	 	 





			
	 	 	 
	     o    SWING LINE BASE RATE LOAN
	 	Notice Deadline: 2:00 PM Eastern (Same Day)






	 	 	 	 	 	 	 
	Beginning Balance:
	 	$	—	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	ADVANCE:
	 	$	—	 	CREDIT DDA#:
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	PAYDOWN:
	 	$	—	 	DEBIT DDA#:
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Ending Balance:
	 	$	—	 	 	 
	 
	 	 	 	 	 





 









 





Exhibit B

To Credit Agreement




National City®

Agent Services

629 Euclid Avenue

Cleveland, Ohio 44114




	 	 	 
	To

	 	From
	William T. Hull

	 	Sonya Townsell
	RTI International Metals, Inc.

	 	NATIONAL CITY BANK
	Phone: 412-893-0083

	 	Phone: 216-222-2254
	Fax: 412-893-0028

	 	Fax: 216-222-0012
	Email: bhull@rtiintl

	 	Email: Sonya.Townsell@nationalcity.com





Date:                      ___, 20___



Regarding: LIBOR Activity, Maturity of ___/___/20___



On ___/___/20___, you have a LIBOR Contract Maturing



The attached indicates amount of maturing loan and interest due, as well as indicative rates as
they are based on current date.



These are an indication of Rates only. Actual Rate Setting will take place on ___/___/20___.



Please indicate your renewal instructions and return to me no later than ___/___/20___at 12:00 PM



If you have any questions pertaining to this notification, please contact me at the phone number
listed above.




Thank You.




1 of 2









 









Exhibit B

To Credit Agreement




National City®

Agent Services

629 Euclid Avenue

Cleveland, Ohio 44114




	 	 	 
	Return To:

	 	NATIONAL CITY BANK
	Fax Number:

	 	216-222-0012
	Regarding:

	 	LIBOR Activity
	Maturity Date:

	 	___/___/20___
	Principal Maturing:

	 	USD xxx,xxx.xx
	Estimated Interest Due:

	 	USD xx,xxx.xx





Indicative Quoted Rates — (Rates include applicable Spread)



Spread Rate: 0.00000 %



Please Select Option Elected




	 	 	 	 	 
	Option	 	Quoted Rate (%)
	LIBOR 1 MONTH
	 	 	0.00000	%
	LIBOR 2 MONTHS
	 	 	0.00000	%
	LIBOR 3 MONTHS
	 	 	0.00000	%
	LIBOR 6 MONTHS
	 	 	0.00000	%





This is your authorization to schedule the following activity pertaining the above referenced



Maturing LIBOR: USD xxx,xxx.xx




	 	 	 
	Convert To Prime:
	 	 
	 

	 	 
	Convert From Prime:
	 	 
	 

	 	 
	New Money Borrowing:
	 	 
	 

	 	 
	Payment:
	 	 
	 

	 	 
	Scheduled Amortization:
	 	 
	 

	 	 
	New LIBOR Amount:
	 	 
	 

	 	 





	 	 	 
	 
	 	 	 
	Authorized By:

	 	 
	XXXXX
	 	 






2 of 2









 





Exhibit C

To Credit Agreement




FORM OF REVOLVING CREDIT COMMITMENT INCREASE NOTICE




National City Bank, as Administrative Agent

for the Lenders party

to the Credit Agreement

referred to below

629 Euclid Avenue, 2nd Floor

Locator 01-3028

Cleveland, Ohio 7776

(216) 222-9441

Attention: Clarice Jones




[•] [•], 20[•] [•]




Ladies and Gentlemen:




          The undersigned, RTI International Metals, Inc. (the “Borrower”), refers to the First Amended
and Restated Credit Agreement, dated September 8, 2008 (as amended or modified from time to time,
the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the
Borrower, the Issuing Bank, the Lenders party thereto, PNC Bank, National Association, as
Documentation Agent and National City Bank, as Administrative Agent for said Lenders and Issuing
Bank, and hereby gives you notice pursuant to Section 2.17 of the Credit Agreement that the
Borrower hereby requests a Revolving Credit Commitment Increase under the Credit Agreement, and in
that connection sets forth below the information relating to such Revolving Credit Commitment
Increase (the “Proposed Commitment Increase”) as required by Section 2.17(a) of the Credit
Agreement:





     (1) The Business Day of the Proposed Commitment Increase is [•] [•], 20[•] [•],
and such date is at least 90 days prior to the Revolving Credit Maturity Date;




     (2) The amount of the Proposed Commitment Increase is $[•]1;




     (3) After giving effect to the Revolving Credit Commitment Increase, the aggregate
Revolving Credit Commitments will not exceed Three Hundred Million and 00/100
($300,000,000).



          The Borrower hereby certifies that the following statements are true on the date hereof, and
will be true on the date of the Proposed Commitment Increase:






 




			
	1	 	[Insert amount of at least $10,000,000 or an integral
multiple of $5,000,000 in excess thereof]




 









 











     (a) The representations and warranties of the Loan Parties contained in the Credit
Agreement and the other Loan Documents are and will be true and correct, both before
and after giving effect to the Proposed Commitment Increase, as though made on such
date, except to the extent that any such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of such
earlier date; and




     (b) No event has occurred and is continuing, or would result from such Proposed
Commitment Increase, that constitutes a Default.



	 	 	 	 	 
	 	Very truly yours,



RTI INTERNATIONAL METALS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 



- 2 -









 






	 	 	 	 	 



Exhibit D

To Credit Agreement




FORM OF PROMISSORY NOTE (REVOLVING LOAN)




			
	 	 	 
	$[•]
	 	Dated: [•][•], 20[•] [•]






     FOR VALUE RECEIVED, the undersigned, RTI INTERNATIONAL METALS, INC., an Ohio corporation (the
“Borrower”), hereby promises to the order of [•] (the “Lender”) for the account of its applicable
Lending Office on the Revolving Credit Maturity Date (each as defined in the Credit Agreement
referred to below) the principal sum of $[•] [amount of the Lender’s Revolving Credit Commitment in
figures] or, if less, the then aggregate unpaid principal amount of the Revolving Loans made by the
Lender to the Borrower pursuant to the First Amended and Restated Credit Agreement, dated September
8, 2008, among the Borrower, the Issuing Banks, the Lender and certain other lenders parties
thereto, PNC Bank, National Association, as Documentation Agent, and National City Bank, as
Administrative Agent for the Lender and such other lenders (as amended, supplemented, restated or
otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used
herein as therein defined).



     The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan
from the date of such Revolving Loan until such principal amount is paid in full, at such interest
rates, and payable at such times, as are specified in the Credit Agreement.



     This Promissory Note is one of the Revolving Credit Notes referred to in, is subject to the
terms and conditions of and is entitled to the benefits of, the Credit Agreement and the other Loan
Documents, including, without limitation, the Subsidiary Guaranty. The Credit Agreement, among
other things, (i) provides for the making of Revolving Loans by the Lender to the Borrower in an
aggregate principal amount not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving Loan being evidenced
by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.



     The Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement and
evidenced by this Promissory Note, and all payments made on account of principal thereof, may be,
but are not required to be, endorsed by the Lender on the schedule attached hereto and made a part
hereof, or on a continuation of such schedule attached to and made a part hereof.



     The Borrower hereby waives presentment, demand, protest and all other notices of any kind in
connection with this Promissory Note.



[INTENTIONALLY LEFT BLANK]




 









 









     This Promissory Note shall be governed by and construed in accordance with the law of the
state of New York.



	 	 	 	 	 
	 	RTI INTERNATIONAL METALS, INC.

 	 
	 	By:  	 	 
	 	Name:	  	 	 
	 	Title:	  	 	 
	 
















 





Exhibit E




To Credit Agreement




FORM OF PROMISSORY NOTE (TERM LOAN)




			
	$[•]
	 	Dated: [•][•], 20[•] [•]






     FOR
VALUE RECEIVED, the undersigned, RTI INTERNATIONAL METALS, INC., an Ohio corporation (the “Borrower”), hereby promises to the order of [•] (the “Lender”) for the account of its applicable
Lending Office on the Term Loan Maturity Date (each as defined in the Credit Agreement referred to
below) the principal sum of $[•] [amount of the Lender’s Term Loan Commitment in figures] which
principal amount shall be payable to the Lender in the amounts and on the dates set forth in
Section 2.09(b) of the First Amended and Restated Credit Agreement, dated September 8, 2008, among
the Borrower, the Issuing Banks, the Lender and certain other lenders parties thereto, PNC Bank,
National Association, as Documentation Agent, and National City Bank, as Administrative Agent for
the Lender and such other lenders (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”; the terms defined therein being used herein as therein defined).



     The Borrower promises to pay interest on the unpaid principal amount of the Term Loan from the
date of the Term Loan until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.



     This Promissory Note is one of the Term Notes referred to in, is subject to the terms and
conditions of and is entitled to the benefits of, the Credit Agreement and the other Loan
Documents, including, without limitation, the Subsidiary Guaranty. The Credit Agreement, among
other things, (i) provides for the making of a Term Loan by the Lender to the Borrower in an
aggregate principal amount not to exceed the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from such Term Loan being evidenced by this Promissory Note,
and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.



     The Term Loan made by the Lender to the Borrower pursuant to the Credit Agreement and
evidenced by this Promissory Note, and all payments made on account of principal thereof, may be,
but are not required to be, endorsed by the Lender on the schedule attached hereto and made a part
hereof, or on a continuation of such schedule attached to and made a part hereof.



     The Borrower hereby waives presentment, demand, protest and all other notices of any kind in
connection with this Promissory Note.



[INTENTIONALLY LEFT BLANK]




 









 









     This Promissory Note shall be governed by and construed in accordance with the law of the
state of New York.



	 	 	 	 	 	 	 
	 	 	RTI INTERNATIONAL METALS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 







 












 





Exhibit F

To Credit Agreement




FORM OF



ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including without limitation any letters
of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the
“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty
by the Assignor.



	 	 	 	 	 	 	 
	1.

	 	Assignor:
	 	 
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 
	 	 	 	 	 	 
	3.	 	Borrower:	 	RTI International Metals, Inc., an Ohio corporation
	 
	 	 	 	 	 	 
	4.	 	Administrative Agent:	 	National City Bank, as the administrative agent under the Credit Agreement
	 
	 	 	 	 	 	 
	5.	 	Credit Agreement:	 	The Four Hundred Twenty Five Million and 00/100 Dollar ($425,000,000.00) Credit Agreement dated
as of September 8,







 




			
	1	 	Select as applicable.












 




 


	 	 	 	 	 	 	 
	 	 	 	 	2008, among RTI International Metals, Inc., an Ohio corporation, the
Lenders parties thereto, National City Bank, as Administrative Agent,
and the other agents parties thereto








     6. Assigned Interest:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Aggregate	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	 	Percentage	 	 	 	 	 	 
	 	 	 	 	Revolving	 	Amount of	 	Assigned	 	Aggregate	 	 	 	 
	 	 	 	 	Credit	 	Revolving	 	of	 	Amount of	 	 	 	 
	 	 	 	 	Commitment/	 	Credit	 	Revolving	 	Term Loan	 	 	 	Percentage
	 	 	 	 	Revolving	 	Commitment/	 	Credit	 	Commitment/Term	 	Amount of	 	Assigned of
	 	 	 	 	Loans for	 	Revolving	 	Commitment/
	 	Loans for	 	Term Loan	 	Term Loan
	Assign	 	 	 	all	 	Loans	 	Revolving	 	all	 	Commitment/Term	 	Commitment/ Term
	or[s]2	 	Assignee[s]3	 	Lenders4	 	Assigned5	 	Loans6	 	Lenders7	 	Assigned8	 	Loans9
	 
	 	 
	 	$
	 	$
	 	%
	 	$
	 	$
	 	%
	 
	 	 
	 	$
	 	$
	 	%
	 	$
	 	$
	 	%
	 
	 	 
	 	$
	 	$
	 	%
	 	$
	 	$
	 	%






[7. Trade Date:                     ]10



Effective Date:                           , 20      [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]






 




			
	2	 	List each Assignor, as appropriate.
	 
	3	 	List each Assignee, as appropriate.
	 
	4	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.
	 
	5	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.
	 
	6	 	Set forth, to at least 9 decimals, as a percentage of
the Revolving Credit Commitment/Revolving Loans of all Lenders thereunder.
	 
	7	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.
	 
	8	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.
	 
	9	 	Set forth, to at least 9 decimals, as a percentage of
the Term Loan Commitment/Term Loans of all Lenders thereunder.
	 
	10	 	To be completed if the Assignor and the Assignee
intend that the minimum assignment amount is to be determined as of the Trade
Date.



2









 



 

The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 	 	 
	 	 	ASSIGNOR	 	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE	 	 
	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






	 	 	 
	[Consented to and]11 Accepted:
	 
	 	 
	NATIONAL CITY BANK, as

   Administrative Agent
	 
	 	 
	By

	 	 
	 

	 	 
	 

	 	Title:
	 
	 	 
	[Consented to:]12
	 
	 	 
	[RTI INTERNATIONAL METALS, INC.],

as Borrower
	 
	 	 
	By

	 	 
	 

	 	 
	 

	 	Title:








 




			
	11	 	To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.
	 
	12	 	To be added only if the consent of the Borrower is
required by the terms of the Credit Agreement.



3








 



 






ANNEX 1




RTI INTERNATIONAL METALS, INC.

$350,000,000 CREDIT AGREEMENT




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



     1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the
Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.



     2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or
after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Effective Date or with respect to the
making of this assignment directly between themselves.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one









 



 



instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.




2











 





Exhibit G

To Credit Agreement




FORM OF SUBSIDIARY GUARANTY




FIRST AMENDED AND RESTATED SUBSIDIARY GUARANTY 




Dated as of September 8, 2008




     WHEREAS, RTI International Metals, Inc. (the “Borrower”), the Lenders party thereto, the Swing
Loan Bank, the Issuing Banks and Citibank, N.A., as Administrative Agent entered into that certain
Credit Agreement, dated as of September 27, 2007 (as amended prior to the date hereof, the
“Existing Credit Agreement”);



     WHEREAS, in consideration of the financial and other support provided by the Borrower to the
Guarantors (as hereinafter defined) and in connection with the Existing Credit Agreement, the
Guarantors entered into that certain Subsidiary Guaranty, dated as of September 27, 2007 (as
amended prior to the date hereof, the “Existing Guaranty”);



     WHEREAS, the Borrower has requested that the Lenders amend and restate the Existing Credit
Agreement, and accordingly have entered into that certain First Amended and Restated Credit
Agreement, dated as of September 8, 2008, by and among the Borrower, the Lenders party thereto, the
Swing Loan Bank, the Issuing Bank, PNC Bank, National Association, as Documentation Agent, and
National City Bank, as Administrative Agent (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”);



     WHEREAS, in conjunction with the transactions contemplated by the Credit Agreement and in
consideration of the financial and other support that the Borrower has provided, and such financial
and other support as the Borrower may in the future provide, to the undersigned (each, a
“Guarantor” and collectively, together with each of their respective successors, the “Guarantors”)
and in order to induce the Lenders, the Swing Loan Bank, the Issuing Bank, the Documentation Agent
and the Administrative Agent to enter into the Credit Agreement and to make extensions of credit
and issue letters of credit thereunder, the Guarantors are willing, jointly and severally, to amend
and restate the Existing Guaranty and continue to guarantee the obligations of the Borrower under
the Credit Agreement and the Notes issued thereunder pursuant to the terms and conditions hereof;



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees as
follows:



ARTICLE I




DEFINITIONS




     Section 1.01 Definitions. Terms defined in the Credit Agreement and not otherwise defined
herein are used herein as therein defined, and the provisions of Sections 1.02 through



 









 





1.04 of the Credit Agreement shall apply to this Subsidiary Guaranty. In addition, the
following terms, as used herein, have the following meanings:




     “Guaranteed Obligations” means (i) all obligations of the Borrower in respect of principal of
and interest on the Loans, the Letters of Credit and the Notes, (ii) all other amounts payable by
the Borrower under the Credit Agreement or any Letter of Credit or any Note and (iii) all renewals
or extensions of the foregoing, in each case whether now outstanding or hereafter arising. The
Guaranteed Obligations shall include, without limitation, any interest, costs, fees and expenses
which accrue on or with respect to any of the foregoing and are payable by the Borrower pursuant to
the Credit Agreement or any Letter of Credit or any Note, whether before or after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of
any Loan Party, and any such interest, costs, fees and expenses that would have accrued thereon or
with respect thereto and would have been payable by the Borrower pursuant to the Credit Agreement,
any Letter of Credit or any Note but for the commencement of such case, proceeding or other action.



     “Guaranteed Parties” means the Administrative Agent, the Documentation Agent, the Swing Loan
Bank, the Issuing Bank and each Lender.



ARTICLE II




GUARANTEE




     Section 2.01 The Guarantee. Subject to Section 2.03, each Guarantor hereby unconditionally
and irrevocably guarantees to the Lenders, the Swing Loan Bank, the Issuing Bank, the
Documentation Agent and the Administrative Agent and to each of them, the due and punctual payment
of all Guaranteed Obligations as and when the same shall become due and payable, whether at
maturity, by declaration or otherwise, according to the terms thereof. This is a continuing
guarantee and a guarantee of payment and not merely of collection. In case of failure by the
Borrower punctually to pay the indebtedness guaranteed hereby, each Guarantor, subject to Section
2.03, hereby unconditionally agrees to cause such payment to be made punctually as and when the
same shall become due and payable, whether at maturity or by declaration or otherwise, and as if
such payment were made by the Borrower. Each Guarantor further agrees that, if any payment made
by the Borrower or any other person and applied to the Guaranteed Obligations is at any time
annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or
otherwise required to be refunded or repaid, any such Guarantor’s liability hereunder shall be and
remain in full force and effect, as fully as if such payment had never been made. If, prior to
any of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall
be reinstated in full force and effect, and such prior cancellation or surrender shall not
diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in
respect of the amount of such payment.



     Section 2.02 Guarantee Unconditional. The obligations of each Guarantor under this Article
II shall be unconditional and absolute and, without limiting the generality of the foregoing,
shall not be released, discharged or otherwise affected by:



- 2 -









 





          (a) any extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of any other Loan Party under any Loan Document, by operation of law or otherwise;




          (b) any modification or amendment of or supplement to any Loan Document (other than as
specified in an amendment or waiver of this Subsidiary Guaranty effected in accordance with
Section 2.03);




          (c) any modification, amendment, waiver, release, non-perfection or invalidity of any
Guaranteed Obligation, direct or indirect security, or of any guaranty or other liability of any
third party, for any obligation of any other Loan Party under any Loan Document;




          (d) any change in the corporate existence, structure or ownership of any other Loan Party, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Loan
Party or its assets or any resulting release or discharge of any obligation of any other Loan
Party contained in any Loan Document;




          (e) the existence of any claim, set-off or other rights which any Guarantor may have at any
time against any other Loan Party, the Administrative Agent, the Documentation Agent, the Swing
Loan Bank, the Issuing Bank, any Lender or any other Person, whether or not arising in connection
with the Loan Document; provided that nothing herein shall prevent the assertion of any
such claim by separate suit or compulsory counterclaim;




          (f) any invalidity or unenforceability relating to or against any other Loan Party for any
reason of any Loan Document, any Guaranteed Obligation or any provision of applicable law or
regulation purporting to prohibit the payment by any other Loan Party of the principal of or
interest on any Loan or any other amount payable by any other Loan Party under any Loan Document;




          (g) the lack of perfection or continuing perfection or failure of priority of any security
for the Guaranteed Obligations or any part of them;




          (h) any law, regulation, decree or order of any jurisdiction, or any other event, affecting
any term of any Guaranteed Obligation or rights of the Administrative Agent, the Documentation
Agent, the Swing Loan Bank, the Issuing Bank or the Lenders with respect thereto; or




          (i) any other act or omission to act or delay of any kind by any other Loan Party, the
Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank, any Lender
or any other Person or any other circumstance whatsoever that might, but for the provisions of
this paragraph, constitute a legal or equitable discharge of the obligations of such Guarantor
under this Article 2.




     Section 2.03 Limit of Liability. Each Guarantor shall be liable under this Subsidiary
Guaranty only for amounts aggregating up to the largest amount that would not render its
obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code
or any comparable provisions of any other applicable law. To the extent that any Guarantor shall
be required hereunder to pay a portion of the Guaranteed Obligations which shall



- 3 -









 








exceed the greater of (i) the amount of the economic benefit actually received by such
Guarantor from the incurrence of the Loans under the Credit Agreement and (ii) the amount which
such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the
Guaranteed Obligations (excluding the amount thereof repaid by the Borrower and any other
Guarantors) in the same proportion as such Guarantor’s net worth at the date enforcement hereunder
is sought bears to the aggregate net worth of all the Guarantors at the date enforcement hereunder
is sought (the “Contribution Percentage”), then such Guarantor shall have a right of contribution
against each other Guarantor who has made payments in respect of the Guaranteed Obligations to and
including the date enforcement hereunder is sought in an aggregate amount less than such other
Guarantor’s Contribution Percentage of the aggregate payments made to and including the date
enforcement hereunder is sought by all Guarantors in respect of the Guaranteed Obligations;
provided that no Guarantor may take any action to enforce such right until the Guaranteed
Obligations (other than contingent indemnification obligations with respect to unasserted claims)
have been indefeasibly paid in full and the Commitments have been terminated, it being expressly
recognized and agreed by all parties hereto that each Guarantor’s right of contribution arising
pursuant to this Section 2.03 against any other Guarantor shall be expressly junior and
subordinate to such other Guarantor’s obligations and liabilities in respect of the Guaranteed
Obligations and any other obligations owing hereunder or under any other Subsidiary Guaranty.
Until such time as the Guaranteed Obligations (other than contingent indemnification obligations
with respect to unasserted claims) have been indefeasibly paid in full and the Commitments have
been terminated, no Guarantor who makes any payment in respect of the Guaranteed Obligations shall
have any right of contribution or subrogation against any other Guarantor in respect of such
payment. The Guarantor recognizes and acknowledges that the rights to contribution arising
hereunder shall constitute an asset in favor of the party entitled to such contribution. In this
connection, each Guarantor has the right to waive its contribution right against any other
Guarantor to the extent that after giving effect to such waiver such Guarantor would remain
solvent, in the determination of the Required Lenders.



     Section 2.04 Discharge; Reinstatement in Certain Circumstances. The Guarantors’ obligations
under this Article II shall remain in full force and effect until the Commitments are terminated
and the principal of and interest on the Loans and all other amounts payable by the Borrower under
the Loan Documents shall have been paid in full. If at any time any payment of the principal of
or interest on any Loan or any other amount payable by the Borrower under any Loan Document is
rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of any other Loan Party or otherwise, the Guarantors’ obligations under this
Article II with respect to such payment shall be reinstated at such time as though such payment
had become due but had not been made at such time.



     Section 2.05 Waiver. Each Guarantor irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any requirement that at any
time any action be taken by any Person against any other Loan Party or any other Person.



     Section 2.06 Subrogation and Contribution. Until such time as the Guaranteed Obligations
(other than contingent indemnification obligations with respect to unasserted claims) have been
indefeasibly paid in full and the Commitments have been terminated, no Guarantor shall enforce or
otherwise exercise any rights to which it may be entitled, by operation of law or



- 4 -









 







otherwise, upon making any payment hereunder (i) to be subrogated to the rights of the payee
against the Borrower with respect to such payment or otherwise to be reimbursed, indemnified or
exonerated by any other Loan Party in respect thereof or (ii) to receive any payment, in the
nature of contribution or for any other reason, from any other Loan Party with respect to such
payment. Any sums received in violation of the foregoing by any Guarantor shall be deemed to have
been received by such Guarantor as trustee for the Guaranteed Parties, and shall be promptly paid
over to the Administrative Agent on account of the Guaranteed Obligations, but without otherwise
affecting such Guarantor’s liability hereunder.



     Section 2.07 Stay of Acceleration. If acceleration of the time for payment of any amount
payable by the Borrower under the Loan Documents is stayed upon the insolvency, bankruptcy or
reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms
of the Loan Documents shall nonetheless be payable by the Guarantors hereunder forthwith on demand
by the Administrative Agent made at the request of the Required Lenders.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




     Each Guarantor represents and warrants to the Administrative Agent, the Documentation Agent,
the Swing Loan Bank, the Issuing Bank and the Lenders that:



     Section 3.01 Corporate Existence and Power. Such Guarantor is duly organized or
incorporated, validly existing and in good standing under the laws of its jurisdiction of
organization. Each Guarantor acknowledges receipt of a true and correct copy of the Credit
Agreement and agrees to be bound by all the terms and conditions in the Credit Agreement
applicable to such Guarantor.



     Section 3.02 Corporate and Governmental Authorization; No Contravention. The execution,
delivery and performance by such Guarantor of this Subsidiary Guaranty:



          (a) are within such Guarantor’s corporate powers;




          (b) have been duly authorized by all necessary corporate or other entity action on the part
of such Guarantor;




          (c) require no action by or in respect of, or filing with, any Governmental Authority on the
part of the Guarantor; and




          (d) do not contravene, or constitute a default by such Guarantor under, any provision of (i)
applicable law or regulation, (ii) the Organizational Document of such Guarantor, or (iii) any
agreement or instrument evidencing or governing Debt of such Guarantor or any other material
agreement, judgment, injunction, order, decree or other instrument binding upon such Guarantor.




- 5 -









 








     Section 3.03 Binding Effect. This Subsidiary Guaranty constitutes a valid and binding
obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms,
subject to the Bankruptcy and Equity Exception.



     Section 3.04 Not an Investment Company. Such Guarantor is not an “investment company” as
defined in, or subject to regulation under, the Investment Company Act of 1940.



ARTICLE IV




MISCELLANEOUS




     Section 4.01 Notices. All notices and other communications to be made to or by any Guarantor
hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed
by certified or registered mail or sent by telecopier as follows: (a) if to a Guarantor, to it at
its address or facsimile number set forth on Exhibit A or such other address or facsimile number
as such Guarantor may hereafter specify for the purpose by notice to the Administrative Agent and
(b) if to any party to the Credit Agreement, to it at its address or facsimile number for notices
specified in or pursuant to the Credit Agreement. Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when sent (except that, if
not given during normal business hours for the recipient, shall be deemed to have been given at
the opening of business on the next business day for the recipient).



     Section 4.02 No Waiver. No failure or delay by the Administrative Agent, the Documentation
Agent, the Swing Loan Bank, the Issuing Bank or any Lender in exercising any right, power or
privilege under this Subsidiary Guaranty or any other Loan Document shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies herein
and therein provided shall be cumulative and not exclusive of any rights or remedies provided by
law.



     Section 4.03 Amendments and Waivers. Any provision of this Subsidiary Guaranty may be
amended or waived if, and only if, such amendment or waiver is entered into in accordance with
Section 10.01 of the Credit Agreement.



     Section 4.04 Successors and Assigns. This Subsidiary Guaranty is for the benefit of the
Lenders, the Swing Loan Bank, the Documentation Agent, the Issuing Bank and the Administrative
Agent and their respective successors and assigns and in the event of an assignment of the Loans,
the Notes or other amounts payable under the Loan Documents, the rights hereunder, to the extent
applicable to the indebtedness so assigned, shall be transferred with such indebtedness. All the
provisions of this Subsidiary Guaranty shall be binding upon each Guarantor and its successors and
assigns.



     Section 4.05 Taxes. All payments by any Guarantor hereunder shall be made free and clear of
Taxes and otherwise in accordance with Section 3.01 of the Credit Agreement (which Section,
including but not limited to the indemnification provisions contained therein) is hereby
incorporated by reference as if set forth herein, provided that each reference contained
therein to the Borrower shall be a reference to the Guarantors).



- 6 -









 





     Section 4.06 Effectiveness. This Subsidiary Guaranty shall become effective when the
Administrative Agent shall have received a counterpart hereof signed by each Guarantor.



     Section 4.07 GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS SUBSIDIARY GUARANTY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. EACH GUARANTOR
HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTY OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH
A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



     Section 4.08 WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBSIDIARY
GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 4.09 WAIVER OF CONSEQUENTIAL DAMAGES. EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGE IN ANY LEGAL ACTION OR
PROCEEDING IN RESPECT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT.



     Section 4.10 Right of Setoff. Upon the occurrence and during the continuance of an Event of
Default, each Guaranteed Party and each Affiliate of a Guaranteed Party may, without notice to, or
demand upon, any Guarantor and regardless of the acceptance of any security or collateral for the
payment hereof, appropriate and apply toward the payment of all or any part of the Guaranteed
Obligations (a) any indebtedness due or to become due from such Guaranteed Party or Affiliate to
such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor, at any
time held by, or coming into, the possession of such Guaranteed Party or Affiliate.



     Section 4.11 Additional Guarantors. If, pursuant to Section 6.09 of the Credit Agreement,
the Borrower shall be required to cause any Material Subsidiary that is not a Guarantor as of the
date hereof to become a Guarantor hereunder, such Material Subsidiary shall execute and deliver to
the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit B
attached hereto and shall thereafter for all purposes be a party hereto and have the same rights,
benefits and obligations as a Guarantor party hereto on the Closing Date.



     Section 4.12 Judgment Currency. If, under any applicable law and whether pursuant to a
judgment being made or registered against any Guarantor or for any other reason, any



- 7 -









 








payment under or in connection with this Subsidiary Guaranty, is made or satisfied in a
currency (the “Other Currency”) other than that in which the relevant payment is due (the
“Required Currency”) then, to the extent that the payment (when converted into the Required
Currency at the rate of exchange on the date of payment or, if it is not practicable for the party
entitled thereto (the “Payee”) to purchase the Required Currency with the other Currency on the
date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so)
actually received by the Payee falls short of the amount due under the terms of this Subsidiary
Guaranty, such Guarantor shall, to the extent permitted by law, as a separate and independent
obligation, indemnify and hold harmless the Payee against the amount of such shortfall. For the
purpose of this Section, “rate of exchange” means the rate at which the Payee is able on the
relevant date to purchase the Required Currency with the Other Currency and shall take into
account any premium and other costs of exchange.



     Section 4.13 Amendment and Restatement. This Subsidiary Guaranty amends, restates and
replaces the Existing Guaranty, and is not a novation of the obligations of the Guarantors
pursuant to the Existing Guaranty.



[INTENTIONALLY LEFT BLANK]




- 8 -









 





     IN WITNESS WHEREOF each Guarantor has caused this instrument to be duly executed by its
authorized officer as of the date first above written.



	 	 	 	 	 
	 	RMI TITANIUM COMPANY, an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	TRADCO, INC., a Missouri corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	NEW CENTURY METALS SOUTHEAST, INC., a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	EXTRUSION TECHNOLOGY CORPORATION OF AMERICA, an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	RTI ENERGY SYSTEMS, INC.,

an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	RTI FINANCE CORP., an Ohio corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




 









 








Exhibit A




Notice Addresses




 









 






EXHIBIT B

TO

SUBSIDIARY GUARANTY




FORM OF GUARANTY SUPPLEMENT





     The undersigned hereby agrees to be bound as a Guarantor for purposes of the Subsidiary
Guaranty, dated as of September 8, 2008 (the “Guaranty”), among certain Subsidiaries of RTI
INTERNATIONAL METALS, INC. listed on the signature pages thereof and acknowledged by NATIONAL CITY
BANK, as Administrative Agent, and the undersigned hereby acknowledges receipt of a copy of the
Subsidiary Guaranty. The undersigned hereby represents and warrants that each of the
representations and warranties contained in Article III of the Guaranty applicable to it is true
and correct on and as the date hereof as if made on and as of such date. Capitalized terms used
herein but not defined herein are used with the meanings given them in the Subsidiary Guaranty.



     IN WITNESS WHEREOF, the undersigned has caused this Guaranty Supplement to be duly executed
and delivered as of                     ,           .



	 	 	 	 	 
	 	[NAME OF SUBSIDIARY GUARANTOR]

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 
	ACKNOWLEDGED AND AGREED

as of the date first above written:
	 
	 	 
	NATIONAL CITY BANK

as Administrative Agent
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	Title:







 











 





Exhibit I     

To Credit Agreement     




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date:                     ,                





			
	To:	 	National City Bank, as Administrative Agent





Ladies and Gentlemen:




     Reference is made to that certain First Amended and Restated Credit Agreement, dated as of
September 8, 2008 (as amended, restated or otherwise modified from time to time, the “Agreement”),
among RTI International Metals, Inc., an Ohio corporation (the “Borrower”), the Lenders from time
to time party thereto, PNC Bank National Association, as Issuing Bank and Documentation Agent and
National City Bank, as Swing Loan Bank, Issuing Bank and Administrative Agent. Capitalized terms
used but not defined herein have the meanings given to them in the Agreement.



     The undersigned Financial Officer of the Borrower hereby certifies as of the date hereof that
he/she is the                                          of the Borrower, and that, as such, he/she is
authorized to execute and deliver this compliance certificate to the Administrative Agent on the
behalf of the Borrower, and that:



[Use following paragraph 1 for fiscal year-end financial statement]



1. Attached hereto as Schedule 1 are the year-end audited financial statements required by
Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above
date, together with the opinion of a certified public accountant required by such section.




[Use following paragraph 1 for fiscal quarter-end financial statements]



1. Attached hereto as Schedule 1 are the unaudited financial statements required by
Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the
above date. Such financial statements fairly present the consolidated financial condition, results
of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at
such date and for such period, subject only to normal year-end audit adjustments and the absence of
footnotes.




[select one:]




2. [As of the date hereof, there is no Default or Event of Default.]




[or]




 









 








     [The following is a list of each Default or Event of Default as of the date hereof and the
nature and status of each such Default or Event of Default and the details of any action taken or
proposed to be taken with respect thereto:]


3. The financial covenant analyses, information and calculations necessary to show compliance with
Section 7.04 of the Agreement set forth on Schedule 2 attached hereto are true and accurate
on and as of the date of this compliance certificate.




[INTENTIONALLY LEFT BLANK]




- 2 -









 




IN WITNESS WHEREOF. the undersigned has executed this compliance certificate as of
                    ,           .




	 	 	 
	RTI INTERNATIONAL METALS, INC., an Ohio corporation:
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	 

	 	 
	Title:
	 	 
	 

	 	 






 









 








For the Quarter/Year ended                      (“Statement Date”)




SCHEDULE 1

to the Compliance Certificate




Financial Statements





 









 








For the Quarter/Year ended                      (“Statement Date”)




SCHEDULE 2

to the Compliance Certificate




RTI TO PREPARE SPREADSHEET WITH LINE ITEM CALCULATIONS OF THE FOLLOWING





	I.	 	7.04(a) — Leverage Ratio.
	 
	II.	 	7.04(b) — Interest Coverage Ratio.