EXHIBIT 10.1
FIRST AMENDED AND RESTATED REVOLVING CREDIT
AND
SECURITY AGREEMENT
PNC BANK, NATIONAL ASSOCIATION
(AS LENDER, AS ADMINISTRATIVE AGENT AND AS COLLATERAL AGENT)
AND
JPMORGAN CHASE BANK, N.A. (AS LENDER), BANK OF AMERICA, N.A. (AS LENDER AND AS
DOCUMENTATION AGENT), NATIONAL CITY BUSINESS CREDIT,
INC. (AS LENDER AND AS DOCUMENTATION AGENT), WACHOVIA BANK,
NATIONAL ASSOCIATION (AS LENDER AND AS DOCUMENTATION AGENT) AND
SUCH OTHER LENDERS WHICH ARE NOW OR HEREAFTER A PARTY HERETO
AND
PNC CAPITAL MARKETS, INC. AND J. P. MORGAN SECURITIES, INC.,
(AS CO-LEAD ARRANGERS AND JOINT BOOK RUNNERS)
AND
OREGON METALLURGICAL CORPORATION, ALLEGHENY LUDLUM
CORPORATION, ATI PROPERTIES, INC., TDY INDUSTRIES, INC.,
ALC FUNDING CORPORATION, JESSOP STEEL COMPANY,
JEWEL ACQUISITION, LLC, ATI FUNDING CORPORATION AND JESSOP STEEL
ACQUISITION, LLC
(AS BORROWERS)
AND
THE GUARANTORS PARTY HERETO
(AS GUARANTORS)
AUGUST 4, 2005
FIRST AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY
AGREEMENT
First Amended and Restated Revolving Credit and Security Agreement, dated
as of August 4, 2005, by and among Oregon Metallurgical Corporation, a
corporation organized under the laws of the State of Oregon ("Oremet"),
Allegheny Ludlum Corporation, a corporation organized under the laws of the
Commonwealth of Pennsylvania ("ALC"), ATI Properties, Inc., a corporation
organized under the laws of the State of Delaware ("ATIP"), TDY Industries,
Inc., a corporation organized under the laws of the State of California ("TDY"),
ALC Funding Corporation, a corporation organized under the laws of the State of
Delaware ("ALC Funding"), Jessop Steel Company, a corporation organized under
the laws of the Commonwealth of Pennsylvania ("Jessop"), Jewel Acquisition, LLC,
a limited liability company organized under the laws of the State of Delaware
("Jewel"), ATI Funding Corporation, a Delaware corporation ("ATI Funding"), and
Jessop Steel Acquisition, LLC, a Pennsylvania limited liability company ("Jessop
LLC") (Oremet, ALC, ATIP, TDY, ALC Funding, Jessop, Jewel, ATI Funding and
Jessop LLC are each a "Borrower" and collectively the "Borrowers"), each of the
Guarantors (as hereinafter defined), the financial institutions which are now or
which hereafter become a party hereto (collectively, the "Lenders" and
individually a "Lender") and PNC Bank, National Association ("PNC"), as
administrative agent and collateral agent for the Lenders (PNC, in such
capacity, the "Agent"), Bank of America, N.A., National City Business Credit,
Inc. and Wachovia Bank, National Association, as documentation agents for the
Lenders (collectively, the "Documentation Agents") and PNC Capital Markets, Inc.
and J. P. Morgan Securities, Inc., as co-lead arrangers and joint book runners
(collectively, the "Co-Lead Arrangers").
WITNESSETH:
WHEREAS, the Borrowers (excluding ATI Funding and Jessop LLC), the
Guarantors (including ATI Funding and excluding AII LLC), various financial
institutions (the "Existing Lenders"), PNC, as administrative agent and
collateral agent for the Existing Lenders, Congress Financial Corporation, Bank
of America, N.A. (successor by merger to Fleet Capital Corporation) and GMAC
Commercial Finance LLC, as documentation agents for the Existing Lenders entered
into that certain Revolving Credit and Security Agreement, dated June 13, 2003
(as amended prior to the date hereof, the "Existing Credit Agreement"); and
WHEREAS, the Borrowers, the Guarantors, the Lenders, the