CREDIT AGREEMENT

Exhibit 10.1

$240,000,000

CREDIT AGREEMENT

Dated as of September 27, 2007

among

RTI INTERNATIONAL METALS, INC.
as Borrower

and

The Lenders Party Hereto

and

CITIBANK, N.A.
as Administrative Agent

and

FIFTH THIRD BANK and PNC BANK NATIONAL ASSOCIATION
as Co-Syndication Agents

and

COMERICA BANK and KEYBANK NATIONAL ASSOCIATION
as Co-Documentation Agents

and

CITIGROUP GLOBAL MARKETS INC. and PNC CAPITAL MARKETS, INC.
as Joint Lead Arrangers

TABLE OF CONTENTS

							Page
ARTICLE I            DEFINITIONS AND ACCOUNTING TERMS							1
		Section 1.01		Defined Terms			1
		Section 1.02		Other Interpretive Provisions			24
		Section 1.03		Accounting Terms			24
		Section 1.04		Times of Day			25
		Section 1.05		Rounding			25
ARTICLE II            THE COMMITMENTS AND LOANS							25
		Section 2.01		Revolving Loans			25
		Section 2.02		Swing Loans			26
		Section 2.03		Letters of Credit			26
		Section 2.04		Revolving Loan Borrowings, Swing Loan Borrowings			27
		Section 2.05		Conversions or Continuations			31
		Section 2.06		Prepayments			32
		Section 2.07		Termination or Reduction of Commitments			33
		Section 2.08		Repayment of Loans			33
		Section 2.09		Interest			34
		Section 2.10		Interest Rate Determination			34
		Section 2.11		Fees			35
		Section 2.12		Computation of Interest and Fees			36
		Section 2.13		Evidence of Debt			36
		Section 2.14		Payments Generally; Administrative Agent’s Clawback			37
		Section 2.15		Sharing of Payments by Lenders			37
		Section 2.16		Increase in the Aggregate Revolving Credit Commitments			38
		Section 2.17		Extension of Maturity Date			40
		Section 2.18		Issuance of Letters of Credit			44
ARTICLE III            TAXES, YIELD PROTECTION AND ILLEGALITY							48
		Section 3.01		Taxes			48
		Section 3.02		Illegality			52
		Section 3.03		Inability to Determine Rates			52
		Section 3.04		Increased Costs; Reserves on Eurodollar Rate Loans			52
		Section 3.05		Compensation for Losses			54
		Section 3.06		Mitigation Obligations; Replacement of Lenders			55
		Section 3.07		Survival			55
ARTICLE IV            CONDITIONS PRECEDENT							55
		Section 4.01		Conditions of Effectiveness			55
		Section 4.02		Conditions to Borrowing and Issuance of Letters of Credits			57
		Section 4.03		Conditions to Commitment Increases			58
ARTICLE V            REPRESENTATIONS AND WARRANTIES							58

							Page
		Section 5.01		Organization, Good Standing and Qualification			58
		Section 5.02		Authority			59
		Section 5.03		Governmental Filings; No Violations			59
		Section 5.04		Financial Statements			60
		Section 5.05		Disclosure			60
		Section 5.06		Material Adverse Change			60
		Section 5.07		Litigation			60
		Section 5.08		Employee Benefits			60
		Section 5.09		Compliance with Laws			62
		Section 5.10		Environmental Matters			62
		Section 5.11		Payment of Taxes			63
		Section 5.12		Intellectual Property			63
		Section 5.13		Title to Properties			63
		Section 5.14		Material Contracts			64
		Section 5.15		Insurance			64
		Section 5.16		Federal Reserve Regulations			64
		Section 5.17		Investment Company			64
		Section 5.18		Subsidiaries			64
		Section 5.19		Solvency			65
		Section 5.20		Pledged Equity			65
		Section 5.21		Pari Passu			65
ARTICLE VI            AFFIRMATIVE COVENANTS							65
		Section 6.01		Financial Reporting			65
		Section 6.02		Notices			67
		Section 6.03		Use of Proceeds			68
		Section 6.04		Preservation of Existence			68
		Section 6.05		Insurance			68
		Section 6.06		Compliance with Laws			68
		Section 6.07		Access			68
		Section 6.08		Payment Taxes and Other Obligations			69
		Section 6.09		New Material Subsidiaries			69
		Section 6.10		Maintenance of Properties and Leases			69
		Section 6.11		Keeping of Records and Books of Account			69
		Section 6.12		Further Assurances			70
		Section 6.13		Transactions With Affiliates			70
ARTICLE VII            NEGATIVE COVENANTS							70
		Section 7.01		Debt			70
		Section 7.02		Liens			71
		Section 7.03		Fiscal Year; Nature of Business, Accounting Policies			72
		Section 7.04		Financial Covenants			72
		Section 7.05		Liquidations, Mergers and Consolidations			72
		Section 7.06		Dispositions of Assets or Subsidiaries			73
		Section 7.07		Dividends and Related Distributions			74
		Section 7.08		Changes in Organizational Documents			74

							Page
		Section 7.09		Negative Pledge			74
ARTICLE VIII            EVENTS OF DEFAULT AND REMEDIES							75
		Section 8.01		Events of Default			75
		Section 8.02		Remedies Upon Event of Default			77
		Section 8.03		Application of Funds			77
		Section 8.04		Actions in Respect of the Letters of Credit Upon Event of Default; L/C Cash Collateral Account			78
ARTICLE IX            ADMINISTRATIVE AGENT							81
		Section 9.01		Appointment and Authority			81
		Section 9.02		Rights as a Lender			82
		Section 9.03		Exculpatory Provisions			82
		Section 9.04		Reliance by Administrative Agent			83
		Section 9.05		Delegation of Duties			83
		Section 9.06		Resignation of Administrative Agent			84
		Section 9.07		Non-Reliance on Administrative Agent and Other Lenders			84
		Section 9.08		No Other Duties, Etc.			85
ARTICLE X            MISCELLANEOUS							85
		Section 10.01		Amendments, Etc.			85
		Section 10.02		Notices; Effectiveness; Electronic Communication			86
		Section 10.03		No Waiver; Cumulative Remedies			88
		Section 10.04		Expenses; Indemnity; Damage Waiver			88
		Section 10.05		Payments Set Aside			90
		Section 10.06		Successors and Assigns			91
		Section 10.07		Treatment of Certain Information; Confidentiality			94
		Section 10.08		Right of Setoff			95
		Section 10.09		Interest Rate Limitation			96
		Section 10.10		Counterparts; Integration; Effectiveness			96
		Section 10.11		Survival of Representations and Warranties			96
		Section 10.12		Severability			97
		Section 10.13		Replacement of Lenders			97
		Section 10.14		Governing Law; Jurisdiction; Etc.			98
		Section 10.15		Waiver of Jury Trial			98
		Section 10.16		USA PATRIOT Act Notice			99

SCHEDULES
Schedule 2.01		–		Commitments and Applicable Percentages
Schedule 2.03		–		Existing Letters of Credit
Schedule 2.09		–		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 Commitment Increase Notice
Exhibit D		–		Form of Promissory Note
Exhibit E		–		Form of Assignment and Assumption
Exhibit F		–		Form of Subsidiary Guaranty
Exhibit G		–		Form of Pledge Agreement
Exhibit H		–		Form of Compliance Certificate

CREDIT AGREEMENT

          This CREDIT AGREEMENT (this “ Agreement ”) is entered into as of September 27, 2007 among RTI INTERNATIONAL METALS, INC., an Ohio corporation (the “ Borrower ”), each lender from time to time party hereto, CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as issuers of letters of credit, and CITIBANK, N.A., as Swing Loan Bank and Administrative Agent.

          The Borrower has requested that the Lenders provide a credit facility to make loans to the Borrower and that the Issuing Banks issue Letters of Credit on the Borrower’s behalf, and the Lenders and the Issuing Banks are willing to do so on the terms and conditions set forth herein.

          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 Citibank, N.A., in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

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

          “ Agreement ” means this Credit Agreement.

          “ 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.

          “ 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 2.11(a) and the Eurodollar Rate Loans, as set forth on Schedule 2.09.

          “ Applicable 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 Commitment at such time. If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Revolving Credit Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments or increase in Commitments. The initial Applicable 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.

          “ 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 E or any other form approved by the Administrative Agent.

          “ Assuming Lender ” has the meaning specified in Section 2.16(d).

          “ Audited Financial Statements ” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2006 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 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.

          “ Availability Period ” means the period from and including the Closing Date to the 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 Citibank in New York, New York from time to time as Citibank’s “base rate.” Any change in such rate announced by Citibank 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 or a Swing 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 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 $500,000,000, (iii) repurchase obligations with a term of not more than thirty 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 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 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 $500,000,000 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 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).

          “ Citibank ” means Citibank, N.A. and its successors.

          “ 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.

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

          “ Commitment Date ” has the meaning specified in Section 2.16(b).

          “ Commitment Increase ” has the meaning specified in Section 2.16(a).

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

          “ 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 the 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 $10,000,000 in any calendar year and not to exceed $25,000,000 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 Borrower and its consolidated subsidiaries consummated on or after the first day of a measurement period and prior to the date of determination as if effective on the first 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 2.05, which, if in writing, shall be substantially in the form of Exhibit B .

          “ 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 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 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) 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 2% per annum.

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

          “ 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 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 Business Days prior to the first 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 each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference 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 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 the Administrative Agent on the basis of applicable rates furnished to and received by the Administrative Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject , however , to the provisions of Section 2.10.

          “ 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 Business Days before the first 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.

          “ 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” means the Revolving Credit and Letter of Credit Issuance Agreement dated as of April 12, 2002, as amended, among the Borrower, the lenders party thereto and PNC Bank, National Association, as Agent.

          “ 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 2.03 hereto.

          “ Extended Maturity Date ” has the meaning specified in Section 2.17(a).

          “ Extending Lender ” has the meaning specified in Section 2.17(a).

          “ 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 Administrative Agent from three 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.

          “ 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.

          “ Increase Date ” has the meaning specified in Section 2.16(a).

          “ Increasing and Extending Lender ” has the meaning specified in Section 2.17(a).

          “ Increasing Lender ” has the meaning specified in Section 2.16(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 Maturity Date and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first 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, 2007 and the Maturity Date.

          “ 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 2.10; provided that:

          (i) the Interest Period for any Eurodollar Rate Loan shall be for a period of one, two, three or six 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 Maturity Date.

          “ Investment Quebec Facility ” means the loan facility up to the aggregate principal amount of CDN $5,175,000 between Investissement Quebec and RTI-Claro, Inc. dated as of July 24, 2006.

          “ IRS ” means the United States Internal Revenue Service.

          “ Issuing Bank s” means, collectively, Citibank, N.A. and PNC Bank, National Association, each as an issuer of any Letter of Credit, or such other Lender as shall, with the consent of the Issuing Banks, the Borrower and the Administrative Agent, have assumed the obligations of an 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 2.18(e)(i).

          “ Law ” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, 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 each 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 2.03(a).

          “ Letter of Credit Agreement ” has the meaning specified in Section 2.18(a).

          “ Letter of Credit Commitment ” means, with respect to each Issuing Bank, the obligation of each 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 $40,000,000 at any time outstanding.

          “ Letter of Credit Loan ” means a payment by an Issuing Bank of a draft drawn under any Letter of Credit pursuant to Section 2.18 or, without duplication, a payment by a Lender in respect thereof pursuant to Section 2.18.

          “ 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.

          “ Loan Documents ” means this Agreement, each Note, each Subsidiary Guaranty and each Pledge Agreement.

          “ Loan Notice ” means a notice of a Borrowing, pursuant to Section 2.04(a), which, shall be substantially in the form of Exhibit A .

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

          “ Loans ” means 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-Claro, Inc., RTI International Metals Limited and each other Subsidiary of the Borrower which at any time has 5% or more of the consolidated assets of the Borrower and its Subsidiaries.

          “ Maturity Date ” means the earliest of (a) the September 27, 2012, subject to extension pursuant to Section 2.17, (b) the date of termination in whole of the Commitments pursuant to Section 2.07 and (c) the date of the termination in whole of the Commitments pursuant to Section 8.02.

          “ 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.

          “ Net Debt ” means as of any time, Consolidated Debt minus cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries in excess of $50,000,000.

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

          “ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit D .

          “ Notice of Issuance ” has the meaning specified in Section 2.18(a).

          “ Notice of Revolving Loan Borrowing ” has the meaning specified in Section 2.04(a).

          “ Notice of Swing Loan Borrowing ” has the meaning specified in Section 2.04(b).

          “ 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.

          “ 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 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 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.

          “ 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 Charge Over Securities, the Negative Pledge and Pledge Agreement, and the Equity Pledge Agreement, each dated as of the Closing Date by the Borrower in favor of the Administrative 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 G 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.

          “ Pledged Equity ” means 65% of the shares of capital stock of RTI-Claro, Inc., and RTI Europe Limited and 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 Commitment ” has the meaning specified in Section 2.17(a).

          “ 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.

          “ Reference Banks ” means Citibank and PNC Bank, National Association.

          “ 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 30 days of the occurrence of such event pursuant to subsection .22, .23, .27, .28 or .31 of DOL Regulations Section 4043.

          “ 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 Agent pursuant to Section 10.06(c), as such amount may be reduced pursuant to Section 2.07. The aggregate amount of the Revolving Credit Commitments on the Effective Date is $240,000,000.

          “ 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(a).

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

          “ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the Aggregate Revolving Credit Commitments or, if the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 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.

          “ 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 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 Banks, the Swing Loan Bank and the Lenders, substantially in the form of Exhibit F , as supplemented from time to time pursuant to Section 6.09.

          “ Swing Loan ” means a Loan made by (a) the Swing Loan Bank pursuant to Section 2.02 or (b) by any other Lender pursuant to Section 2.04(b).

          “ Swing Loan Bank ” means Citibank 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 $10,000,000 at any one time.

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

          “ 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.

          “ Total Commitments ” means $240,000,000, 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 Revolving Loan Outstandings,(ii) the Swing Loan Outstandings and the (iii) 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.

          “ 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 Loans made by such Lender (in its capacity as a Lender) and outstanding at such time, plus (ii) such Lender’s Applicable 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 (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 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 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 $10,000,000 or a whole multiple of $1,000,000 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, each Borrower may from time to time borrow, prepay pursuant to Section 2.06, repay pursuant to Section 2.08 and reborrow under this Section 2.01.

           Section 2.02 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 $10,000,000.

          (b) Each Swing Loan shall be a Base Rate Loan.

          (c) Within the limits of the Swing Loan Commitments and the Unused Revolving Credit Commitments as aforesaid, each Borrower may borrow under this Section 2.02, prepay pursuant to Section 2.06, repay pursuant to Section 2.08 and reborrow under this Section 2.02.

           Section 2.03 Letters of Credit.

          (a) Each 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 30 days before the then scheduled 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 30 days before the then scheduled 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 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 30 days prior to the then scheduled 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 2.03(a), repay any Letter of Credit Loans resulting from drawings thereunder and request the issuance of additional Letters of Credit under Section 2.03(a).

          (e) Each letter of credit listed on Schedule 2.03 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 2.18, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

           Section 2.04 Revolving Loan Borrowings, Swing Loan Borrowings .

          (a)  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 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 Revolving 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. 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 Banks, 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 relevant Issuing Banks, 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, such 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 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 (a)(i) of this Section 2.04 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 and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount 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 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.

          (b)  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, (iii) the maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing) and (iv) 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 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 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 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 (b)(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 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 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 2.05 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 2.05(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 $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 Citibank’s base 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 2.06 Prepayments .

          (a) 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 $10,000,000 or a whole multiple of $1,000,000 in 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 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 Percentages.

          (b) If for any reason the Total 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.

          (c) Loans prepaid pursuant to this Section 2.06 may not be reborrowed.

           Section 2.07 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 $10,000,000 or any whole multiple of $1,000,000 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 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 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 2.08 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 Maturity Date.

          (b)  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 maturity date specified in the applicable Notice of Swing Loan Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing) and (ii) the Maturity Date.

           Section 2.09 Interest .

          (a) Subject to Section 2.09(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.

          (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 2.10 Interest Rate Determination . (a) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent and the rate, if any, furnished by each Reference Bank 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 otherwise, to less than $10,000,000, 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 LIBOR 01 Screen is unavailable and fewer than two Reference Banks furnish timely information to the Administrative Agent for determining 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 2.11 Fees .

          (a)  Facility Fee . The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable 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 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 March, June, September and December, commencing December 31, 2007, and on the 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 each Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank, an issuance fee equal to 0.125% per annum of the Available Amount of such Letter of Credit, due and payable in arrears on (A) the last Business Day of each March, June,

September and December, commencing on the first day following the issuance of such Letter of Credit and (B) the 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 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 March, June, September and December, commencing December 31, 2007 and (B) the Maturity Date (and, if applicable, thereafter on demand).

          (c)  Other Fees . The Borrower shall pay to the Administrative Agent for its own account such fees as have been agreed between the Borrower and the Administrative Agent.

           Section 2.12 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 2.14(a), bear interest for one 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 2.13 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 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) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

           Section 2.14 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 Percentage (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 2.14(b) shall be conclusive, absent manifest error.

           Section 2.15 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 2.15 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 2.15 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 2.16 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 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 $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “ Commitment Increase ”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (the “ 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 $350,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related 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 Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “ Commitment Date ”). Each Lender that is willing to participate in such requested Commitment Increase (each an “ Increasing Lender ”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the 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 Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders pro rata in accordance with the aggregate Revolving Loan Commitments of such Increasing Lenders.

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

          (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.16(c) (each such Eligible Assignee, an “ Assuming Lender ”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.16(b)) as of such Increase Date; provided , however , that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:

     (i) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the 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 e