exv10w7






Exhibit 10.7




FIRST AMENDMENT TO CREDIT AGREEMENT




     This First Amendment to Credit Agreement is dated May 29, 2009, by and among ATI Funding
Corporation, a Delaware corporation (“ATI Funding”), TDY Holdings, LLC, a Delaware limited
liability company (“TDYH”) (ATI Funding and TDYH are each, a “Borrower” and collectively, the
“Borrowers”), the Guarantors (as defined in the Credit Agreement (as hereinafter defined)) party
hereto, the Lenders (as hereinafter defined) party hereto and PNC Bank, National Association (“PNC
Bank”) as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) (the
“First Amendment”).



W I T N E S S E T H:




     WHEREAS, the Borrowers, the Guarantors, PNC Bank and various other financial institutions
party thereto (PNC Bank and such other financial institutions are each, a “Lender” and
collectively, the “Lenders”) and the Administrative Agent entered into that certain Credit
Agreement, dated July 31, 2007 (as amended, restated, modified or supplemented from time to time,
the “Credit Agreement”); and



     WHEREAS, the Borrowers and the Guarantors desire to amend certain provisions of the Credit
Agreement and the Lenders and the Administrative Agent shall permit such amendments pursuant to the
terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:



     1. All capitalized terms used herein that are defined in the Credit Agreement shall have the
same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise.



     2. Section 1.1 of the Credit Agreement is hereby amended to delete therefrom the following
definition:




     Leverage Ratio (Pricing)



     3. Section 1.1 of the Credit Agreement is hereby amended by restating the following
definitions in their entirety as set forth below:




     Base Rate shall mean, for any day, a rate per annum
equal to the highest of (i) the Prime Rate in effect on such day,
(ii) the Federal Funds Open Rate in effect on such day plus one half
of one percent (0.50%) and (iii) the Daily LIBOR Rate plus one
percent (1.00%).




     Consolidated EBIT for any period of determination shall
mean the sum of (i) net income (or loss) (excluding extraordinary
gains or losses including, without limitation, those items created
by



 









 







mandated changes in accounting treatment), plus (ii) net
interest expense, (iii) plus all charges against or minus credits to
income for federal, state and local taxes, (iv) plus or minus, as
applicable, any other non-cash non-recurring items of gain or loss
with respect to such fiscal period not already excluded hereunder,
(v) plus or minus, as applicable, any non-cash pension expense or
income, provided, however, that voluntary pension contributions
shall not be included in calculating pension expense or income, in
each case of ATI and its Subsidiaries for such period determined and
consolidated in accordance with GAAP.




     Consolidated Net Indebtedness shall mean (a)
Consolidated Total Indebtedness minus (b) (i) cash that is not
subject to a Lien, plus (ii) Permitted Investments that are not
subject to a Lien, minus (iii) Fifty Million and 00/100 Dollars
($50,000,000.00), in each case determined and consolidated for ATI
and its Subsidiaries in accordance with GAAP.




     Leverage Ratio shall mean as of the date of
determination, the ratio of (A) Consolidated Net Indebtedness on
such date to (B) Consolidated EBITDA (i) for the four (4) fiscal
quarters ending if such date is a fiscal quarter end or (ii) for the
four (4) fiscal quarters most recently ended if such date is not a
fiscal quarter end.




     Loan Documents shall mean this Agreement, the
Administrative Agent’s Letter, the First Amendment Administrative
Agent’s Letter, the Guaranty Agreements, the Intercompany
Subordination Agreement, the Notes, the Letters of Credit and any
other instruments, certificates or documents delivered in connection
herewith or therewith, as the same may be amended, modified or
supplemented from time to time in accordance herewith or therewith,
and Loan Document shall mean any of the Loan Documents.



     4. Section 1.2 of the Credit Agreement is hereby further amended by inserting the following
defined terms in appropriate alphabetical order:




     Daily Libor Rate shall mean, for any day, the rate per
annum determined by the Administrative Agent by dividing (x) the
Published Rate by (y) a number equal to 1.00 minus the Libor Rate
Reserve Percentage.




     First Amendment Administrative Agent’s Letter shall
mean that certain Administrative Agent’s fee letter dated the First
Amendment Closing Date by and between the Borrowers, the
Administrative Agent and PNC Capital Markets LLC, a Pennsylvania
limited liability company.



- 2 -









 






     First
Amendment Closing Date shall mean May 29, 2009.




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




     Published Rate shall mean, the rate of interest
published each Business Day in The Wall Street Journal “Money Rates”
listing under the caption “London Interbank Offered Rates” for a one
(1) month period (or, if no such rate is published therein for any
reason, then the Published Rate shall be the eurodollar rate for a
one (1) month period as published in another publication determined
by the Administrative Agent).



     5. The references to “three hundred sixty five (365) or three hundred sixty six (366) days,
as the case may be,” in Section 3.1.1(i) of the Credit Agreement and Section 3.1.2 of the Credit
Agreement are hereby deleted in their entirety and in their stead are inserted the following:
“three hundred sixty (360) days”.



     6. Schedule 1.1(A) to the Credit Agreement is hereby deleted in its entirety and in
its stead is inserted Schedule 1.1(A) attached hereto.



     7. Exhibit 7.3.3 to the Credit Agreement is hereby deleted in its entirety and in its
stead is inserted Exhibit 7.3.3 attached hereto.



     8. The provisions of Sections 2 through 7 of this First Amendment shall not become effective
until the Administrative Agent has received the following items, each in form and substance
acceptable to the Administrative Agent and its counsel:




     (a) this First Amendment, duly executed by each of the Loan
Parties and the Required Lenders;




     (b) the documents listed in the Preliminary Closing Agenda set
forth on Exhibit A attached hereto and made a part hereof
and evidence reasonably satisfactory to the Administrative Agent
that all conditions set forth in such Preliminary Closing Agenda
have been satisfied;




     (c) payment of all fees and expenses owed to the Lenders, the
Administrative Agent, and the Administrative Agent’s counsel in
connection with this First Amendment; and



- 3 -









 






     (d) such other documents as may be reasonably requested by the
Administrative Agent.



     9. Each Loan Party hereby reconfirms and reaffirms all representations and warranties,
agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement,
except as such representations and warranties, agreements and covenants may have heretofore been
amended, modified or waived in writing in accordance with the Credit Agreement.



     10. Each Loan Party acknowledges and agrees that each and every document, instrument or
agreement, which at any time has secured the Obligations including, without limitation, the
Guaranty Agreements, hereby continues to secure the Obligations.



     11. Each Loan Party hereby represents and warrants to the Lenders and the Administrative
Agent that (i) such Loan Party has the legal power and authority to execute and deliver this First
Amendment, (ii) the officers of such Loan Party executing this First Amendment have been duly
authorized to execute and deliver the same and bind such Loan Party with respect to the provisions
hereof, (iii) the execution and delivery hereof by such Loan Party and the performance and
observance by such Loan Party of the provisions hereof and of the Credit Agreement and all
documents executed or to be executed therewith, do not violate or conflict with the organizational
agreements of such Loan Party or any law applicable to such Loan Party or result in a breach of
any provision of or constitute a default under any other agreement, instrument or document binding
upon or enforceable against such Loan Party, and (iv) this First Amendment, the Credit Agreement
and the documents executed or to be executed by such Loan Party in connection herewith or
therewith constitute valid and binding obligations of such Loan Party in every respect,
enforceable in accordance with their respective terms.



     12. Each Loan Party represents and warrants that (i) no Event of Default exists under the
Credit Agreement, nor will any occur as a result of the execution and delivery of this First
Amendment or the performance or observance of any provision hereof, (ii) the schedules attached to
and made a part of the Credit Agreement, are true and correct in all material respects as of the
date hereof, except as such schedules may have heretofore been amended or modified or updated in
writing in accordance with the Credit Agreement, and (iii) it presently has no known claims or
actions of any kind at law or in equity against any Lender or the Administrative Agent arising out
of or in any way relating to the Credit Agreement or the other Loan Documents.



     13. Each reference to the Credit Agreement that is made in the Credit Agreement or any other
document executed or to be executed in connection therewith shall hereafter be construed as a
reference to the Credit Agreement as amended hereby.



     14. The agreements contained in this First Amendment are limited to the specific agreements
made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement
and the other Loan Documents shall remain in full force and effect. This First Amendment amends
the Credit Agreement and is not a novation thereof.



- 4 -









 





     15. This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an
original, but all such counterparts shall constitute but one and the same instrument.



     16. This First Amendment shall be governed by, and shall be construed and enforced in
accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of
the conflicts of law thereof. Each Loan Party hereby consents to the jurisdiction and venue of
the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court
for the Western District of Pennsylvania with respect to any suit arising out of or mentioning
this First Amendment.



[INTENTIONALLY LEFT BLANK]




- 5 -









 





     IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this
First Amendment to be duly executed by their duly authorized officers the day and year first above
written.



	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 
	WITNESS:	 	ATI FUNDING CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:	 	Dale G. Reid
	 

	 	Title:	 	 President
	 
	 	 	 	 
	WITNESS:	 	TDY HOLDINGS, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	WITNESS:	 	ALLEGHENY TECHNOLOGIES INCORPORATED
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	OREGON METALLURGICAL CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ALLEGHENY LUDLUM CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	WITNESS:	 	ATI PROPERTIES, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Patrick J. Viccaro
	 

	 	 	 	 
	 

	 	Name:
	 	Patrick J. Viccaro
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	TDY INDUSTRIES, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ALC FUNDING CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	President
	 
	 	 	 	 
	WITNESS:	 	JEWEL ACQUISITION, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	JESSOP STEEL, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	WITNESS:	 	INTERNATIONAL HEARTH MELTING, LLC
	 
	 	 	 	 
	 

	 	By:
	 	OREGON METALLURGICAL CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ROME METALS, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	TI OREGON, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	TITANIUM WIRE CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ATI CANADA HOLDINGS, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	WITNESS:	 	ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	AII INVESTMENT CORP.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	President
	 
	 	 	 	 
	WITNESS:	 	ENVIRONMENTAL, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	AII ACQUISITION, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ATI TITANIUM LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 	 	AGENTS AND LENDERS:
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, as
	 	 	a Lender and as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David B. Gookin
	 

	 	 	 	 
	 

	 	Name:
	 	David B. Gookin
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender and as Co-Syndication Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Raymond G. Dunning
	 

	 	 	 	 
	 

	 	Name:
	 	Raymond G. Dunning
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a 

Lender and as Co-Syndication Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Pablo Ogarrio
	 

	 	 	 	 
	 

	 	Name:
	 	Pablo Ogarrio
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA N.A., for itself, as

a Lender and as Co-Documentation Agent, and

as successor by merger to LASALLE BANK

NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ W. Thomas Barnett
	 

	 	 	 	 
	 

	 	Name:
	 	W. Thomas Barnett
	 

	 	Title:
	 	Senior Vice-President






 









 






	 	 	 	 	 
	 	 	BANK OF TOKYO-MITSUBISHI UFJ

TRUST COMPANY, as a Lender and as Co-Documentation Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ravneet Mumick
	 

	 	 	 	 
	 

	 	Name:
	 	Ravneet Mumick
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, as a Lender and as a Co-Managing

Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alain Daoust
	 

	 	 	 	 
	 

	 	Name:
	 	Alain Daoust
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher Reo Day
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher Reo Day
	 

	 	Title:
	 	Associate
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL

ASSOCIATION, as a Lender and as Co-Managing Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Patrick J. Kaufmann
	 

	 	 	 	 
	 

	 	Name:
	 	Patrick J. Kaufmann
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Lender and as Co-Managing Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Debra W. Riefner
	 

	 	 	 	 
	 

	 	Name:
	 	Debra W. Riefner
	 

	 	Title:
	 	Senior Vice-President






 









 






	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as a Lender and as Co-Managing Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William M. Feathers
	 

	 	 	 	 
	 

	 	Name:
	 	William M. Feathers
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	MORGAN STANLEY BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Melissa James
	 

	 	 	 	 
	 

	 	Name:
	 	Melissa James
	 

	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Frank M. Eassa
	 

	 	 	 	 
	 

	 	Name:
	 	Frank M. Eassa
	 

	 	Title:
	 	Assistant Vice President






 









 





SCHEDULE 1.1(A)

PRICING GRID—

VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO

(PRICING EXPRESSED IN BASIS POINTS)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Revolving
	 	 	 	 	 	 	 	 	 	 	 	 	Revolving	 	Credit
	 	 	 	 	Commitment	 	Letter of	 	Credit Base	 	LIBOR Rate
	Level	 	Leverage Ratio	 	Fee	 	Credit Fee	 	Rate Spread	 	Spread
	I
	 	Less than or equal
to 1.0 to 1.0

	 	 	25.0	 	 	 	150.0	 	 	 	50.0	 	 	 	150.0	 
	II
	 	Greater than 1.0 to
1.0 but less than
or equal to 1.5 to
1.0

	 	 	30.0	 	 	 	175.0	 	 	 	75.0	 	 	 	175.0	 
	III
	 	Greater than 1.5 to
1.0 but less than
or equal to 2.0 to
1.0

	 	 	37.5	 	 	 	200.0	 	 	 	100.0	 	 	 	200.0	 
	IV
	 	Greater than 2.0 to
1.0

	 	 	50.0	 	 	 	225.0	 	 	 	200.0	 	 	 	225.0	 






     For purposes of determining the Applicable Margin, the Applicable Commitment Fee Rate and
the Applicable Letter of Credit Fee Rate:



     (a) The Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of
Credit Fee Rate shall be based on Level I of the Pricing Grid above as of the First Amendment
Closing Date.



     (b) The Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of
Credit Fee Rate shall be recomputed as of the end of each fiscal quarter ending after the First
Amendment Closing Date based on the Leverage Ratio as of such quarter end. Any increase or
decrease in the Applicable Margin, the Applicable Commitment Fee Rate or the Applicable Letter of
Credit Fee Rate computed as of a quarter end shall be effective on the date on which the Compliance
Certificate evidencing such computation is due to be delivered under Section 7.3.3 [Compliance
Certificate].



     (c) If, as a result of any restatement of or other adjustment to the financial statements of
ATI or for any other reason, ATI or the Lenders determine that (i) the Leverage Ratio as calculated
by ATI as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio
would have resulted in higher pricing for such period, the Borrowers shall immediately and
retroactively be obligated to pay to the Administrative Agent for the account of the applicable
Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or
deemed entry of an order for relief with respect to the Borrowers



SCHEDULE 1.1(A) — 1




 









 




under the Bankruptcy Code of the United States, automatically and without further action by
the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the
amount of interest and fees that should have been paid for such period over the amount of interest
and fees actually paid for such period. This paragraph shall not limit the rights of the
Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.10
[Letter of Credit Subfacility] or 3.3 [Interest After Default] or 8 [Default]. The Borrowers’
obligations under this paragraph shall survive the termination of the Commitments and the repayment
of all other Obligations hereunder.




SCHEDULE 1.1(A) — 2







 









 








EXHIBIT 7.3.3




FORM OF

QUARTERLY COMPLIANCE CERTIFICATE



                                                                     , 20__




PNC Bank, National Association, as Administrative Agent

One PNC Plaza

249 Fifth Avenue

Pittsburgh, PA 15222



Ladies and Gentlemen:




     I refer to the Credit Agreement, dated July 31, 2007, by and among ATI Funding Corporation, a
Delaware corporation (“ATI Funding”) and TDY Holdings, LLC, a Delaware limited liability company
(“TDYH”) (ATI Funding and TDYH are each, a “Borrower” and collectively, the “Borrowers”), the
Guarantors (as defined in the Credit Agreement) party thereto, the Lenders (as defined in the
Credit Agreement) party thereto, and PNC Bank, National Association, in its capacity as
administrative agent for the Lenders (hereinafter referred to in such capacity as the
“Agent”), as amended by that certain First Amendment to Credit Agreement, dated May ___,
2009, by and among the Borrowers, the Guarantors, certain Lender party thereto and the Agent (as it
may be further amended, restated, modified or supplemented, the “Credit Agreement”). Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein with the same
meanings.



     I,                                                             , [Chief Executive Officer/Preside
nt/Chief Financial Officer/Chief
Accounting Officer] in such capacity on behalf of Allegheny Technologies Incorporated, a Delaware
corporation (“ATI”), do hereby certify on behalf of ATI and each of the other Loan Parties, as of
the fiscal quarter/year ended
                                        , 20___ (the “Report Date”), as follows:



1. CHECK ONE:





	 	o	 	The audited annual financial statements of ATI and its Subsidiaries being delivered
to the Lenders with this Compliance Certificate are (a) true, complete and correct, (b)
present fairly the financial position of ATI and its Subsidiaries and their results of
operations and cash flows for the fiscal year set forth above determined and
consolidated for ATI and its Subsidiaries in accordance with GAAP consistently applied
and (c) comply with the reporting requirements for such financial statements as set
forth in Section 7.3.2 of the Credit Agreement.





OR





	 	o	 	The quarterly financial statements of ATI and its Subsidiaries being delivered to the
Lender with this Compliance Certificate are (a) true, complete and correct, (b) present
fairly the financial position of ATI and its Subsidiaries and




 









 











PNC Bank, National Association, as Administrative Agent

Page 2





	 	 	 	their results of operations and cash flows for the fiscal quarter set forth
above determined and consolidated for ATI and its Subsidiaries in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and
(c) comply with the reporting requirements for such financial statements as set
forth in Section 7.3.1 of the Credit Agreement.






	2.	 	The representations and warranties of the Loan Parties contained in Section 5 of the Credit
Agreement and in each of the other Loan Documents to which they are a party are true on and as
of the date hereof (except representations and warranties which expressly relate solely to an
earlier date or time, which representations and warranties are true and correct in all
material respects on and as of the specific dates or times referred to therein). The Loan
Parties are in compliance with, and since the date of the previously delivered Compliance
Certificate have performed and complied with all covenants and conditions contained in the
Credit Agreement.






	3.	 	In accordance with Section 5.2 [Updates to Schedules], attached hereto as Exhibit A
are updates to the schedules to the Credit Agreement (the “Updated Schedules”).
Notwithstanding the foregoing, the Loan Parties hereby acknowledge and agree that no schedule
shall be deemed to have been amended, modified or superseded by the Updated Schedules, nor
shall any breach of warranty or representation resulting from the inaccuracy or incompleteness
of any such Schedule be deemed to have been cured by the Updated Schedules, unless and until
the Required Lenders, in their sole and absolute discretion, shall have accepted in writing
the Updated Schedules.






	4.	 	No Event of Default or Potential Default exists on the date hereof; no Event of Default or
Potential Default has occurred or is continuing since the date of the previously delivered
Compliance Certificate; no Material Adverse Change has occurred since the date of the
previously delivered Compliance Certificate.






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




5. Maximum Leverage Ratio (Section 7.2.9). The ratio of (i) Consolidated Net Indebtedness
to (ii) Consolidated EBITDA is                      to 1.0 for the period equal to the four (4) consecutive
fiscal quarters of ATI and its Subsidiaries ending as of the Report Date, which is not greater
than the permitted ratio of 3.25 to 1.0.





	 	(A)	 	Consolidated Net Indebtedness as of the Report Date equals $                    , and is
computed as follows:





	 	 	 	 	 	 	 	 	 

	 	 	(i)	 	Consolidated Total Indebtedness
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(ii)	 	cash that is not subject to a Lien
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(iii)	 	Permitted Investments that are not subject to a Lien
	$	 	 	 
	 	 	 	 	 
	 	 	 





 









 





PNC Bank, National Association, as Administrative Agent

Page 3





	 	 	 	 	 	 	 	 	 

	 	 	(iv)	 	Fifty Million and 00/100 Dollars
	$	 	50,000,000.00	 
	 	 	 	 	 
	 	 	 	 
	 	 	(v)	 	Item (A)(ii) plus Item A(iii) minus Item (A)(iv)
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(vi)	 	Item (A)(i) minus Item (A)(v) equals Consolidated Net Indebtedness
	$	 	 	 
	 	 	 	 	 
	 	 	 






	 	(B)	 	Consolidated EBITDA as of the Report Date equals $                    , and is computed
as follows:





	 	 	 	 	 	 	 	 	 

	 	 	(i)	 	net income (or loss) (excluding extraordinary gains
or losses including, without limitation, those items
created by mandated changes in accounting treatment)
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(ii)	 	net interest expense
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(iii)	 	all charges against income for federal, state and
local taxes
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(iv)	 	any other non-cash non-recurring items of loss
with respect to such fiscal period not already excluded
hereunder
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(v)	 	any non-cash pension expense
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(vi)	 	Sum of Items 5(B)(i) through 5(B)(v)
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(vii)	 	all credits to income for federal, state and local taxes
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(viii)	 	any other non-cash non-recurring items of gain
with respect to such fiscal period not already excluded
hereunder
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(ix)	 	any non-cash pension income
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(x)	 	Sum of Items 5(B)(vii) through 5(B)(ix)
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(xi)	 	Item 5(B)(vi) minus Item 5(B)(x) equals Consolidated EBIT
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(xii)	 	depreciation and amortization
	$	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	(xiii)	 	Sum of Items 5(B)(xi) and 5(B)(xii) equals
Consolidated EBITDA
	$	 	 	 
	 	 	 	 	 
	 	 	 






	 	(C)	 	the ratio of Item 5(A) to Item 5(B)(xiii) equals the Leverage Ratio




 









 











PNC Bank, National Association, as Administrative Agent

Page 4



6. Minimum Interest Coverage Ratio (Section 7.2.10). The ratio of (i) Consolidated EBIT to
(ii) interest expense is                      to 1.0 for the period equal to the four (4) consecutive fiscal
quarters of ATI and its Subsidiaries ending as of the Report Date, which is not less than the
permitted ratio of 2.0 to 1.0.





	 	(A)	 	Consolidated EBIT as of the Report Date equals $                     as is referenced in
Item 5(B)(xi) above.
	 
	 	(B)	 	interest expense as of the Report Date equals $                    .
	 
	 	(C)	 	the ratio of Item 6(A) to Item 6(B) equals the Interest Coverage Ratio.





[INTENTIONALLY LEFT BLANK]




 









 





     IN
WITNESS WHEREOF, the undersigned has executed this Certificate this ___ day of
                    ,
20__.



	 	 	 	 	 
	WITNESS: 	Allegheny Technologies Incorporated

 	 
	__________________________ 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








 









 








EXHIBIT A




PRELIMINARY CLOSING AGENDA




     This preliminary closing agenda contains the documents to be delivered in connection with a
first amendment to the credit facility provided to ATI Funding Corporation, a Delaware corporation
(“ATI Funding”), and TDY Holdings, LLC, a Delaware limited liability company (“TDYH”) (ATI Funding
and TDYH are each, a “Borrower” and collectively, the “Borrowers”), by PNC Bank, National
Association (“PNC Bank”), and various other financial institutions from time to time (PNC Bank and
such other financial institutions are each, a “Lender” and collectively, the “Lenders”), PNC Bank,
as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and PNC
Capital Markets LLC, a Pennsylvania limited liability company, as lead arranger (the “Lead
Arranger”) (the “Credit Facility”).



	 	 	 	 	 	 	 
	 	 	 	 	Responsible	 	 
	No.	 	LOAN DOCUMENTS	 	Party	 	Status
	 
	 	 	 	 	 	 
	1.

	 	First Amendment to Credit Agreement (the “Credit
Agreement”), by and among the Borrowers, Oregon
Metallurgical Corporation, an Oregon corporation
(“Oremet”), Allegheny Ludlum Corporation, a
Pennsylvania corporation (“ALC”), ATI Properties,
Inc., a Delaware corporation (“ATIP”), TDY
Industries, Inc., a California corporation (“TDY”),
ALC Funding Corporation, a Delaware corporation
(“ALC Funding”), Jessop Steel, LLC, a Pennsylvania
limited liability company (“Jessop LLC”), Jewel
Acquisition, LLC, a Delaware limited liability
company (“Jewel”), Allegheny Technologies
Incorporated, a Delaware corporation (“ATI”),
International Hearth Melting, LLC, an Oregon
limited liability company (“IHM”), Rome Metals,
LLC, a Pennsylvania limited liability company
(“Rome”), TI Oregon, Inc., an Oregon corporation
(“TIO”), Titanium Wire Corporation, a Pennsylvania
corporation (“Titanium Wire”), ATI Canada Holdings,
Inc., a Delaware corporation (“ATICH”), Allegheny
Technologies International, Inc., a California
corporation (“ATII”), AII Investment Corp., a
Delaware corporation (“AIC”), Environmental, Inc.,
a California corporation (“EI”), AII Acquisition,
LLC, a Pennsylvania limited liability company (“AII
LLC”), ATI Titanium LLC, a Delaware limited
liability company (“ATIT”) (Oremet, ALC, ATIP, TDY,
ALC Funding, Jessop LLC, Jewel, ATI, IHM, Rome,
TIO, Titanium Wire, ATICH, ATII, AIC, EI, AII LLC
and ATIT are each, a “Guarantor” and collectively,
the “Guarantors”) (the Borrowers and the Guarantors
are each, a “Loan Party” and collectively, the
“Loan Parties”), the Lenders and the Administrative
Agent (the “First Amendment”).
	 	Administrative Agent
	 	Complete






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Responsible	 	 
	No.	 	LOAN DOCUMENTS	 	Party	 	Status
	2.

	 	Revised Schedule to the Credit Agreement.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	a.     Schedule 1.1(A) — Pricing Grid.
	 	Administrative Agent
	 	Complete
	 
	 	 	 	 	 	 
	3.

	 	Revised Exhibit to the Credit Agreement:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	a.     Exhibit 7.3.3 — Quarterly Compliance Certificate.
	 	Administrative Agent
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	 ORGANIZATIONAL DOCUMENTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 ATI Funding	 	 	 	 
	 
	 	 	 	 	 	 
	4.

	 	Certificate of Secretary of ATI Funding as to (i)
resolutions of its Board of Directors authorizing
ATI Funding to enter into the First Amendment and
all related documents, (ii) incumbency, and (iii)
no amendments to its Certificate of Incorporation
or By-Laws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	5.

	 	Good Standing Certificate of ATI Funding from the
Secretary of State of the State of Delaware.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	TDYH	 	 	 	 
	 
	 	 	 	 	 	 
	6.

	 	Certificate of an Officer/Manager of TDYH as to (i)
resolutions of its Managers/Members authorizing
TDYH to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Formation or
Limited Liability Company Agreement.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	7.

	 	Good Standing Certificate of TDYH from the
Secretary of State of the State of Delaware.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	Oremet	 	 	 	 
	 
	 	 	 	 	 	 
	8.

	 	Certificate of Secretary of Oremet as to (i)
resolutions of its Board of Directors authorizing
Oremet to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Articles of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	9.

	 	Good Standing Certificate of Oremet from the
Secretary of State of the State of Oregon.
	 	Borrowers
	 	Complete






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Responsible	 	 
	No.	 	LOAN DOCUMENTS	 	Party	 	Status
	 
	 	 	 	 	 	 
	 

	 	ALC	 	 	 	 
	 
	 	 	 	 	 	 
	10.

	 	Certificate of Secretary of ALC as to (i)
resolutions of its Board of Directors authorizing
ALC to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	11.

	 	Good Standing Certificate of ALC from the Secretary
of State of the Commonwealth of Pennsylvania.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	ATIP	 	 	 	 
	 
	 	 	 	 	 	 
	12.

	 	Certificate of Secretary of ATIP as to (i)
resolutions of its Board of Directors authorizing
ATIP to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	13.

	 	Good Standing Certificate of ATIP from the
Secretary of State of the State of Delaware.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	TDY	 	 	 	 
	 
	 	 	 	 	 	 
	14.

	 	Certificate of Secretary of TDY as to (i)
resolutions of its Board of Directors authorizing
TDY to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Articles of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	15.

	 	Good Standing Certificate of TDY from the Secretary
of State of the State of California.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	ALC Funding	 	 	 	 
	 
	 	 	 	 	 	 
	16.

	 	Certificate of Secretary of ALC Funding as to (i)
resolutions of its Board of Directors authorizing
ALC Funding to enter into the First Amendment and
all related documents, (ii) incumbency, and (iii)
no amendments to its Certificate of Incorporation
or Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	17.

	 	Good Standing Certificate of ALC Funding from the
Secretary of State of the State of Delaware.
	 	Borrowers
	 	Complete






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Responsible	 	 
	No.	 	LOAN DOCUMENTS	 	Party	 	Status
	 
	 	 	 	 	 	 
	 

	 	Jewel	 	 	 	 
	 
	 	 	 	 	 	 
	18.

	 	Certificate of an Officer/Manager of Jewel as to
(i) resolutions of its Managers/Members authorizing
Jewel to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Formation or
Limited Liability Company Agreement.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	19.

	 	Good Standing Certificate of Jewel from the
Secretary of State of the State of Delaware.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	ATI	 	 	 	 
	 
	 	 	 	 	 	 
	20.

	 	Certificate of Secretary of ATI as to (i)
resolutions of its Board of Directors authorizing
ATI to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	21.

	 	Good Standing Certificate of ATI from the Secretary
of State of the State of Delaware.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	Jessop LLC	 	 	 	 
	 
	 	 	 	 	 	 
	22.

	 	Certificate of an Officer/Manager of Jessop LLC as
to (i) resolutions of its Managers/Members
authorizing Jessop LLC to enter into the First
Amendment and all related documents, (ii)
incumbency, and (iii) no amendments to its
Certificate of Formation or Limited Liability
Company Agreement.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	23.

	 	Good Standing Certificate of Jessop LLC from the
Secretary of State of the Commonwealth of
Pennsylvania.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	IHM	 	 	 	 
	 
	 	 	 	 	 	 
	24.

	 	Certificate of an Officer/Manager of IHM as to (i)
resolutions of its Managers/Members authorizing IHM
to enter into the First Amendment and all related
documents, (ii) incumbency, and (iii) no amendments
to its Articles of Organization or Operating
Agreement.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	25.

	 	Good Standing Certificate of IHM from the Secretary
of State of the State of Oregon.
	 	Borrowers
	 	Complete






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Responsible	 	 
	No.	 	LOAN DOCUMENTS	 	Party	 	Status
	 
	 	 	 	 	 	 
	 

	 	Rome	 	 	 	 
	 
	 	 	 	 	 	 
	26.

	 	Certificate of an Officer/Manager of Rome as to (i)
resolutions of its Managers/Members authorizing
Rome to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Formation and
Operating Agreement.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	27.

	 	Good Standing Certificate of Rome from the
Secretary of State of the Commonwealth of
Pennsylvania.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	TIO	 	 	 	 
	 
	 	 	 	 	 	 
	28.

	 	Certificate of Secretary of TIO as to (i)
resolutions of its Board of Directors authorizing
TIO to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Articles of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	29.

	 	Good Standing Certificate of TIO from the Secretary
of State of the State of Oregon.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	Titanium Wire	 	 	 	 
	 
	 	 	 	 	 	 
	30.

	 	Certificate of Secretary of Titanium Wire as to (i)
resolutions of its Board of Directors authorizing
Titanium Wire to enter into the First Amendment and
all related documents, (ii) incumbency, and (iii)
no amendments to its Articles of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	31.

	 	Good Standing Certificate of Titanium Wire from the
Secretary of State of the Commonwealth of
Pennsylvania.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	AIC	 	 	 	 
	 
	 	 	 	 	 	 
	32.

	 	Certificate of Secretary of AIC as to (i)
resolutions of its Board of Directors authorizing
AIC to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	33.

	 	Good Standing Certificate of AIC from the Secretary
of State of the State of Delaware.
	 	Borrowers
	 	Complete






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Responsible	 	 
	No.	 	LOAN DOCUMENTS	 	Party	 	Status
	 
	 	 	 	 	 	 
	 

	 	ATICH	 	 	 	 
	 
	 	 	 	 	 	 
	34.

	 	Certificate of Secretary of ATICH as to (i)
resolutions of its Board of Directors authorizing
ATICH to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	35.

	 	Good Standing Certificate of ATICH from the
Secretary of State of the State of Delaware.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	ATII	 	 	 	 
	 
	 	 	 	 	 	 
	36.

	 	Certificate of Secretary of ATII as to (i)
resolutions of its Board of Directors authorizing
ATII to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Articles of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	37.

	 	Good Standing Certificate of ATII from the
Secretary of State of the State of California.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	EI	 	 	 	 
	 
	 	 	 	 	 	 
	38.

	 	Certificate of Secretary of EI as to (i)
resolutions of its Board of Directors authorizing
EI to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Articles of Incorporation or
Bylaws.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	39.

	 	Good Standing Certificate of EI from the Secretary
of State of the State of California.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	AII LLC	 	 	 	 
	 
	 	 	 	 	 	 
	40.

	 	Certificate of an Officer/Manager of AII LLC as to
(i) resolutions of its Managers/Members authorizing
AII LLC to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Formation and
Operating Agreement.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	41.

	 	Good Standing Certificate of AII LLC from the
Secretary of State of the Commonwealth of
Pennsylvania.
	 	Borrowers
	 	Complete






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Responsible	 	 
	No.	 	LOAN DOCUMENTS	 	Party	 	Status
	 
	 	 	 	 	 	 
	 

	 	ATIT	 	 	 	 
	 
	 	 	 	 	 	 
	42.

	 	Certificate of Secretary of ATIT as to (i)
resolutions of its Board of Directors authorizing
ATIT to enter into the First Amendment and all
related documents, (ii) incumbency, and (iii) no
amendments to its Certificate of Formation or
Limited Liability Company Agreement.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	43.

	 	Good Standing Certificate of ATIT from the
Secretary of State of the State of Delaware.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	 

	 	RELATED DOCUMENTS	 	 	 	 
	 
	 	 	 	 	 	 
	44.

	 	Opinions of Counsel to the Loan Parties in form and
substance satisfactory to the Administrative Agent.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	45.

	 	Updated projected consolidated financial statements
of ATI and its subsidiaries, in form and substance
satisfactory to the Administrative Agent.
	 	Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	46.

	 	Officer’s Certificate of each Loan Party, as of the
closing date of the First Amendment, regarding no
material adverse change, the accuracy of
representations and warranties, compliance with
covenants, no defaults, etc.
	 	Administrative Agent/

Borrowers
	 	Complete
	 
	 	 	 	 	 	 
	47.

	 	Administrative Agent’s Fee Letter.
	 	Administrative Agent
	 	Complete