CREDIT AGREEMENT

Exhibit 10.6

A.           The Borrower and the other Loan Parties have requested the Lenders to provide a revolving credit facility to the Borrower in a maximum principal amount of $100,000,000, with a term out of up to $50,000,000.

B.           The revolving credit facility shall be used to assist in financing the acquisition or retirement of the Convertible Notes (as defined below), refinance the Borrower’s existing indebtedness, and to provide for general corporate purposes including working capital financing, letters of credit, permitted acquisitions and capital expenditures.

C.           The Lenders are willing to provide such credit upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

SECTION 1.1  Certain Definitions.   In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

“ Affiliate ” as to any Person means any other Person (a) which directly or indirectly controls, is controlled by, or is under common control with such Person, (b) which beneficially owns or holds 5% or more of any class of the voting or other equity interests of such Person, or (c) 5% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person.

“ Agent ” has the meaning given to such term in the preamble of this Agreement and shall extend to all permitted successors and assigns of such Person.

“ Agent’s Fee ” has the meaning assigned to that term in Section 12.15 .

“ Agent’s Letter ” has the meaning assigned to that term in Section 12.15 .

“ Agreement ” means this Credit Agreement, as the same may be amended, modified or supplemented from time to time, including all annexes, schedules and exhibits hereto.

“ Ancillary Mortgage Documents ” means all documents, instruments, agreements, endorsements, policies and certificates requested by the Agent and customarily delivered by any property owner in connection with a mortgage financing.  Without limiting the generality of the foregoing, examples of Ancillary Mortgage Documents would include insurance policies or certificates regarding any collateral, title insurance policies, lien searches, flood insurance certifications, environmental reports, opinions of counsel, and the like.

“ Annual Statements ” has the meaning assigned to that term in Section 6.9 .

“ Anti-Terrorism Laws ” means any Laws relating to terrorism or money laundering, including Executive Order No. 13224, and the USA Patriot Act.

“ Applicable Commitment Fee Rate ” means the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Annex I below the heading “Commitment Fee.”  Any change in the Applicable Commitment Fee Rate shall be based upon the financial statements and Compliance Certificates provided pursuant to Section 10.1 and Section 10.2 and shall become effective on the date such financial statements are due in accordance with Section 10.3 .  Notwithstanding anything to the contrary contained herein, the Applicable Commitment Fee Rate during the period from the Closing Date through the date on which the Compliance Certificate with respect to the quarter ended September 30, 2009 is due, shall not be less than 0.50%.  Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Commitment Fee Rate for any period shall be subject to the provisions of Section 4.6 (b).

“ Applicable Margin ” means the percentage margin to be added to the related Interest Rate Option based on the Leverage Ratio then in effect, as set forth on the pricing grid on Annex I below the “Base Rate Margin” or “Euro-Rate Margin” heading, as applicable; provided that, any change in the Applicable Margin shall be based upon the financial statements and Compliance Certificates provided pursuant to Section 10.1 and Section 10.2 and shall become effective on the date such financial statements are due in accordance with Section 10.3 .  Notwithstanding anything to the contrary contained herein, the Applicable Margin during the period from the Closing Date through the date on which the Compliance Certificate with respect to the quarter ended September 30, 2009 is due, shall not be less than (i) 3.00% for the Euro-Rate and (ii) 0.25% for the Base Rate, as applicable.  Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 4.6 (b).

“ Assignment and Assumption Agreement ” means an Assignment and Assumption Agreement by and among a Purchasing Bank, a Transferor Lender and the Agent, as Agent and on behalf of the remaining Lenders, in substantially the form of Exhibit A hereto.

“ Authorized Financial Officer ” of any Person means the chief financial officer, vice-president-finance or treasurer of such Person or, if there is no chief financial officer, vice-president-finance or treasurer of such Person, a vice president or other officer of such Person, designated by such Person as being a financial officer authorized to deliver and certify financial information on behalf of the Loan Parties required hereunder.

“ Authorized Officer ” means those individuals, designated by written notice to the Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder.  The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Agent.

“ Banking Services ” means each and any of the following bank services provided to any Loan Party by a Cash Management Bank, (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts, BACS facilities (Bank Automated Clearing), check encashment and interstate depository network services).

“ Banking Services Obligations ” of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) to a Cash Management Bank in connection with Banking Services.

“ Base Rate ” means, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the interest rate per annum announced from time to time by the Agent at its Principal Office as its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by the Agent, (b) the Federal Funds Effective Rate plus 3.00%, and (c) the Daily LIBOR Rate plus 2.75%.

“ Base Rate Option ” means, for any Borrowing Tranche or other Obligation for which the Base Rate Option applies, the Base Rate plus the Applicable Margin.

“ Belgium Economic Development Project ” means improvements to the Borrower's Belgian plant, also known as Feluy Phases I and II.

 “ Benefit Arrangement ” means at any time an “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group.

“ Blocked Person ” has the meaning assigned to such term in Section 6.26 .

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

“ Borrower ” has the meaning given to such term in the preamble of this Agreement and shall extend to all permitted successors and assigns of such Person.

“ Borrower on a Consolidated Basis ” means the consolidation of the Borrower and its Subsidiaries in accordance with GAAP.

“ Borrowing Date ” means, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

“ Borrowing Tranche ” means specified portions of Loans outstanding as follows:  (a) any Loans to which a Euro-Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrower and which have the same Interest Period shall constitute one Borrowing Tranche; and (b) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche.

“ Business Day ” means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania, and if the applicable Business Day relates to any Loan to which the Euro-Rate Option applies, such day must also be a day on which dealings are carried on in the London interbank market.

“ Capital Expenditures ” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a balance sheet of the Borrower on a Consolidated Basis prepared in accordance with GAAP including, without limitation, Capital Lease Obligations.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Capital Plan ” means the planned expansion, maintenance and other projects, as further described in Schedule 9.16 hereto.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Agent, for the benefit of the Issuing Bank and the Lenders, as collateral for the aggregate undrawn face amount of outstanding Letters of Credit, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Agent and the Issuing Bank (which documents are hereby consented to by the Lenders).

“ Cash Management Bank ” means any Person that, at the time it enters into an agreement to provide Banking Services, is a Lender or an Affiliate of a Lender.

“ Change in 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 of the Borrower or (b) such time as (i) a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) who, at the time of the execution of this Agreement, does not own 5% or more of the Equity Interests of the Borrower, becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Equity Interests representing more than 20% of the total voting power of the Equity Interests of the Borrower on a fully diluted basis, (ii) the occupation of a majority of the seats (other than vacant seats) on the Board of Directors of the Borrower by Persons who were neither (A) nominated by the Board of Directors of the Borrower nor (B) appointed by directors so nominated, (iii) the merger or consolidation of the Borrower with or into another Person, or the merger or consolidation of another Person with and into the Borrower, with the effect that, immediately after such transaction, the stockholders of the Borrower immediately prior to such transaction hold less than 50% of the Equity Interests of the Person surviving such merger or consolidation, or (iv) the Borrower shall cease to own, directly or indirectly, 100% of the fully diluted Equity Interests of any other Loan Party.

“ Closing Date ” means the first date all the conditions precedent in Section 7.1 are satisfied or waived in accordance with Section 13.1 .

“ CMCC Joint Venture ” means Calgon Mitsubishi Chemical Corporation.

“ Collateral ” means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Collateral Agent, to secure the Secured Obligations.

“ Collateral Access Agreement ” means an agreement, in form and substance satisfactory to the Agent, among the Collateral Agent, one or more Loan Parties and a lessor of Real Property, providing the Collateral Agent certain rights with respect to the Collateral located at such Real Property location.

 “ Collateral Agent ” means the Agent in its capacity as collateral agent for the Secured Parties, or any successor or assign.

“ Collateral Deposit Account ” means a deposit account of a Loan Party either (a) held with the Agent or (b) subject to a Control Agreement.

“ Collateral Documents ” means, collectively, the Security Agreement, the Pledge Agreement, each Control Agreement, each Collateral Access Agreement, each Mortgage Document, and each other agreement, instrument or document that creates or purports to create a Lien in favor of the Collateral Agent, as all may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.

“ Columbus Remediation ” means any environmental remediation activities with respect to the plant and other real and personal property located at 835 North Cassady Avenue, Columbus, Ohio.

 “ Commercial Letter of Credit ” means any letter of credit which is a commercial letter of credit issued in respect of the purchase of goods or services by one or more of the Loan Parties in the ordinary course of their business.

“ Commitment ” means as to any Lender the aggregate of its Revolving Credit Commitment and Term Loan Commitment and, in the case of the Swing Loan Lender, its Swing Loan Commitment, and “Commitments” means the aggregate of the Revolving Credit Commitments and Term Loan Commitments of all of the Lenders.

“ Commitment Fee ” has the meaning assigned to that term in Section 2.3 .

“ Compliance Certificate ” has the meaning assigned to such term in Section 10.3 .

“ Continuing Obligations ” means the Existing Letters of Credit and the Existing Swap Agreements.

“ Contamination ” means the presence or release or threat of release of Regulated Substances in, on, under or migrating to or from the Property, which pursuant to Environmental Laws requires notification or reporting to an Official Body, or which pursuant to Environmental Laws requires the performance of Remedial Action or which otherwise constitutes a violation of Environmental Laws.

“ 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.

“ Control Agreement ” means an agreement, in form and substance satisfactory to the Agent, among any Loan Party, a banking institution holding such Loan Party’s funds, and the Collateral Agent with respect to collection and control of all deposits and balances held in a deposit account maintained by any Loan Party with such banking institution.

“ Conversion Amount ” means an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate principal amount of Revolving Credit Loans outstanding at 12:01 a.m. on the Conversion Date.

“ Conversion Date ” means the first Business Day of July 2012.

“ Convertible Notes ” means the Borrower’s 5% Convertible Senior Notes due 2036 issued pursuant to the Convertible Note Indenture, as amended, supplemented or otherwise modified.

“ Convertible Note Indenture ” means the Indenture dated August 18, 2006, among the Borrower and certain of its Subsidiaries and The Bank of New York, as trustee, as amended, supplemented or otherwise modified.

“ Daily LIBOR Rate ” means, for any day, the rate per annum determined by the Agent by dividing (a) the Published Rate by (b) a number equal to 1.00 minus the Euro-Rate Reserve Percentage on such day.

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

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Revolving Credit Loans, participations in Letter of Credit Obligations or participations in Swing 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 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.

“ Dollar ”, “ Dollars ”, “ U.S. Dollars ” and the symbol “ $ ” means lawful money of the United States of America.

“ Dollar Equivalen t” means, with respect to an amount expressed in a currency other than Dollars on any date, the amount of Dollars that may be purchased by the Agent with such amount of such currency at approximately 12:00 noon on such date.

“ Domestic Subsidiary ” means any Subsidiary of any Loan Party that is organized under the laws of the United States or any state thereof.

“ Drawing Date ” has the meaning assigned to that term in Section 2.9 .

“ EBITDA ” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period, net of tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, and (iv) any extraordinary non-cash charges for such period and (v) any other non-cash charges for such period (but excluding any non-cash charge in an amount less than $1,000,000 or any non-cash charge in respect of any item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory) minus (b) without duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated for the Borrower on a Consolidated Basis in accordance with GAAP.

“ Environmental Complaint ” means any:  (a) notice of non-compliance or violation, citation or order relating in any way to any Environmental Law, Environmental Permit, Contamination or Regulated Substance; (b) civil, criminal, administrative or regulatory investigation instituted by an Official Body relating in any way to any Environmental Law, Environmental Permit, Contamination or Regulated Substance; (c) administrative, regulatory or judicial action, suit, claim or proceeding instituted by any Person or Official Body or any written notice of liability or potential liability from any Person or Official Body, in either instance, setting forth allegations relating to or a cause of action for personal injury (including death), property damage, natural resource damage, contribution or indemnity for the costs associated with the performance of Remedial Actions, direct recovery for the costs associated with the performance of Remedial Actions, liens or encumbrances attached to or recorded or levied against property for the costs associated with the performance of Remedial Actions, civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Environmental Laws; or (d) subpoena, request for information or other written notice or demand of any type issued by an Official Body pursuant to any Environmental Laws.

“ Environmental Laws ” means all federal, territorial, tribal, state, local and foreign Laws (including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq., the Federal Safe Drinking Water Act, 42 U.S.C. §§ 300f-300j, the Federal Clean Air Act, 42 U.S.C. § 7401 et seq., the Oil Pollution Act, 33 U.S.C. § 2701 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 to 136y, each as amended, and any regulations promulgated thereunder or any equivalent state or local Law, each as amended, and any regulations promulgated thereunder) and any consent decrees, settlement agreements, judgments, orders, directives or any binding policies having the force and effect of law issued by or entered into with an Official Body pertaining or relating to:  (a) pollution or pollution control; (b) protection of human health from exposure to Regulated Substances (c) protection of the environment and/or natural resources; (d) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, sale, transport, storage, collection, distribution, disposal or release or threat of release of Regulated Substances; (e) the presence of Contamination; (f) the protection of endangered or threatened species; and (g) the protection of Environmentally Sensitive Areas.

“ Environmental Permits ” means all permits, licenses, bonds or other forms of financial assurances, consents, registrations, identification numbers, approvals or authorizations required under Environmental Laws (a) to own, occupy or maintain the Property; (b) for the operations and business activities of the Loan Parties or any Subsidiaries of any Loan Party; or (c) for the performance of a Remedial Action.

“ Environmental Records ” means all notices, reports, records, plans, applications, forms or other filings relating or pertaining to the Property, Contamination, the performance of a Remedial Action and the operations and business activities of the Loan Parties or any Subsidiaries of any Loan Party which pursuant to Environmental Laws, Environmental Permits or at the request or direction of an Official Body either must be submitted to an Official Body or which otherwise must be maintained.

“ Environmentally Sensitive Area ” means (a) any wetland as defined by applicable Environmental Laws; (b) any area designated as a coastal zone pursuant to applicable Laws, including Environmental Laws; (c) any area of historic or archeological significance or scenic area as defined or designated by applicable Laws, including Environmental Laws; (d) habitats of endangered species or threatened species as designated by applicable Laws, including Environmental Laws; (e) wilderness or refuge areas as defined or designated by applicable Laws, including Environmental Laws; or (f) a floodplain or other flood hazard area as defined pursuant to any applicable Laws.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“ ERISA Group ” means, at any time, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

“ Euro-Rate ” means, with respect to the Loans comprising any Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate of interest determined by the Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the average of the London interbank offered rates for U.S. Dollars quoted by the British Bankers Association, an appropriate successor thereto or, if it or its successor ceases to provide such quotes, a comparable replacement determined by the Agent, as published by Reuters (or other commercially available source providing quotations thereof as selected by the Agent from time to time), two (2) Business Days prior to the first day of such Interest Period for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period by (b) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate Option applies that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date.

“ Euro-Rate Option ” means, for any Borrowing Tranche or other Obligation for which the Euro-Rate Option applies, the applicable Euro-Rate plus the Applicable Margin.

“ Euro-Rate Reserve Percentage ” means as of any day the maximum percentage in effect on such day, as prescribed by the Board (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

“ Event of Default ” means any of the events described in Section 11.1 and referred to therein as an “Event of Default.”

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

“ Existing Credit Facility ” means collectively that certain Credit Agreement, dated as of August 18, 2006, by and among the Borrower and certain of its Subsidiaries, the lenders party thereto, JPMorgan, as US Administrative Agent, J.P. Morgan European Limited, as European Administrative Agent, and J.P. Morgan Securities Inc., as sole bookrunner and sole lead arranger, as amended, supplemented or modified from time to time.

“ Existing Letters of Credit ” means the letters of credit and indemnities issued by JPMorgan pursuant to the Existing Credit Facility and further described on Schedule 7.1 hereto.

“ Existing Swap Agreements ” means the Swap Agreements issued by JPMorgan secured under the Existing Credit Facility and further described on Schedule 7.1 hereto.

“ Expiration Date ” means, with respect to the Revolving Credit Commitments, May 8, 2014.

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

“ Financial Projections ” has the meaning assigned to that term in Section 6.9 .

“ First Commonwealth ” means First Commonwealth Bank, its successors and assigns.

“ Fitch ” means Fitch Ratings.

“ Foreign Subsidiary ” means any Subsidiary of any Loan Party that is not organized under the laws of the United States or any state thereof.

“ GAAP ” means generally accepted accounting principles as are in effect from time to time, and applied on a consistent basis both as to classification of items and amounts.

“ Governmental Acts ” has the meaning assigned to that term in Section 2.9 .

“ Guarantor ” means separately, and Guarantors means collectively, each of the parties to this Agreement which is designated as a “Guarantor” on the signature page hereof and each other Person which joins this Agreement as a Guarantor after the date hereof pursuant to Section 8.16 .

“ Guarantor Joinder ” means a joinder by a Person as a Guarantor under this Agreement, the Guaranty Agreement and the other Loan Documents in substantially the form of Exhibit B hereto.

“ Guaranty ” of any Person means any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

“ Guaranty Agreement ” means the Continuing Agreement of Guaranty and Suretyship, dated the date hereof, executed and delivered by each of the Guarantors to the Agent for the benefit of the Lenders, as may be amended, restated, supplemented or modified from time to time.

“ Hedge Liabilities ” means the liabilities of any of the Loan Parties to the provider of any Lender-Provided Swap Agreement.

Inactive Domestic Subsidiaries ” means any dormant Domestic Subsidiary of the Borrower which (i) does not conduct any business or generate any sales and (ii) does not own, or have rights to assets with a fair market value in excess of $500,000.  As of the Closing Date, the Inactive Domestic Subsidiaries of the Borrower are: (a) Solarchem Environmental Systems, Inc., a corporation organized under the laws of the State of Nevada; (b) Advanced Separations Technologies Incorporated, a corporation organized under the laws of the State of Florida; and (c) CCC Distribution, LLC, a limited liability company organized under the laws of the State of Delaware.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (k) any other Off-Balance Sheet Liability.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Ineligible Securities ” means any securities which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

“ Insolvency Proceeding ” means, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.

“ Intellectual Property ” means and includes all of any Person’s present and future right, title and interest in and to the following: all trade names, patent applications, patents, trademark applications, trademarks and copyrights, whether now owned or hereafter acquired by such Person.

“ Intercompany Subordination Agreement ” means that certain Subordination Agreement, dated the date hereof, among the Borrower and various of its Subsidiaries, as may be amended, restated, supplemented or modified from time to time.

“ Interest Coverage Ratio ” means as of any date of determination, the ratio of (a) EBITDA to (b) Interest Expense for the four (4) fiscal quarters ending on such date of determination.

“ Interest Expense ” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Borrower on a Consolidated Basis for such period with respect to all outstanding Indebtedness of the Borrower on a Consolidated Basis (including net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP and any payments in respect of liquidated damages paid in cash during such period pursuant to any registration rights agreement entered into in connection with any Indebtedness), calculated in accordance with GAAP.

“ Interest Period ” means the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder by the Borrower to have Revolving Credit Loans or Term Loans bear interest under the Euro-Rate Option.  Subject to the last sentence of this definition, such period shall be one (1), two (2), three (3) or six (6) Months.  Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (a) the Borrowing Date if the Borrower is requesting new Loans, or (b) the date of renewal of or conversion to the Euro-Rate Option if the Borrower is renewing or converting to the Euro-Rate Option applicable to outstanding Loans.  Notwithstanding the second sentence hereof, any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and the Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date or Term Loan Maturity date, as applicable.

“ Interest Rate Option ” means any Euro-Rate Option or Base Rate Option.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuing Bank ” means First Commonwealth or such other Lender as the Agent may consent to (such consent not to be unreasonably withheld), in its capacity as the issuer of Letters of Credit hereunder.

“ JPMorgan ” means JPMorgan Chase Bank, N.A., its successors and permitted assigns.

“ Labor Contracts ” means all employment agreements, employment contracts, collective bargaining agreements and other agreements among any Loan Party or Subsidiary of a Loan Party and its employees.

“ 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 Official Body.

“ Lender-Provided Swap Agreement ” means a Swap Agreement entered into by the Loan Parties or their Subsidiaries, which, at the time entered into, is provided by a Lender or any Affiliate of a Lender; provided that such agreement (a) is documented in a standard International Swap Dealer Association Agreement, (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (c) is entered into for hedging (rather than speculative) purposes.

“ Lenders ” means the financial institutions named on Annex II and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Lender.

“ Letter of Credit ” has the meaning assigned to that term in Section 2.9 .

“ Letter of Credit Borrowing ” has the meaning assigned to such term in Section 2.9 .

“ Letter of Credit Fee ” has the meaning assigned to that term in Section 2.9 .

“ Letters of Credit Outstanding ” means at any time the sum of (a) the aggregate undrawn face amount of outstanding Letters of Credit and (b) the aggregate amount of all unpaid and outstanding Reimbursement Obligations and Letter of Credit Borrowings.

“ Leverage Ratio ” means as of any date of determination, the ratio of (a) Senior Debt to (b) EBITDA for the four (4) fiscal quarters ending on such date of determination.

“ Lien ” means, with respect to any asset (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, assignment by way of security, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ LLC Interests ” has the meaning given to such term in Section 6.3 .

“ Loan Documents ” means this Agreement, the Agent’s Letter, the Notes, Guaranty Agreement, the Intercompany Subordination Agreement, the Collateral Documents, and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith, and “Loan Document” means any of the Loan Documents.

“ Loan Parties ” means, collectively, the Borrower and the Guarantors, and the term “Loan Party” means any of the Loan Parties.

“ Loan Request ” has the meaning given to such term in Section 2.4 .

“ Loans ” means collectively, and “Loan” means separately, all Revolving Credit Loans, Swing Loans, and Term Loans or any Revolving Credit Loan, Swing Loan, or Term Loan.

“ Material Adverse Change ” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, taken as a whole, or the Collateral Agent’s Liens on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Agent, the Collateral Agent, the Issuing Bank, the Swing Loan Lender, or any Lender under any of the Loan Documents.

“ Material Leased Location ” means any real property leased by a Loan Party on which the Loan Parties maintain inventory having a fair market value in excess of $1,500,000.

“ Material Real Property ” means the real property designated as such on Schedule 6.8 hereof and any other real property of a Loan Party acquired, or otherwise obtained, after the Closing Date, the market value of which is in excess of $5,000,000.

“ Month ” with respect to an Interest Period under the Euro-Rate Option, means the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period.  If any Euro-Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Mortgage Documents ” means all mortgages, deeds of trust and all other documents, instruments, and agreements providing the Collateral Agent with a Lien on any Property of any Loan Party, as each may be amended, restated, supplemented or modified from time to time.

“ Multiemployer Plan ” means any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five (5) Plan years, has made or had an obligation to make such contributions.

“ Multiple Employer Plan ” means a Plan which has two (2) or more contributing sponsors (including the Borrower or any member of the ERISA Group) at least two (2) of whom are not under common control, as such a plan is described in Sections 4063 and 4064 of ERISA.

“ Net Income ” means, for any period, the net income (or loss) of the Borrower on a Consolidated Basis, determined in accordance with GAAP; provided that, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Law applicable to such Subsidiary.

“ Net Worth ” means, as of any date of determination, the net worth of the Borrower on a Consolidated Basis, as determined in accordance with GAAP (consistently applied, but undiminished by any reduction for intangible assets).

“ Notes ” means the Revolving Credit Notes, the Swing Note and the Term Notes.

“ Obligation ” 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 or Letter of Credit, 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 of any Insolvency Proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such Insolvency Proceeding.

“ Off-Balance Sheet Liability ” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases).

“ Official Body ” means any national, federal, state, local or other government or political subdivision or any agency, authority, board, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

“ Order ” has the meaning assigned to such term in Section 2.9 .

“ Participation Advance ” means, with respect to any Lender, such Lender’s payment in respect of its participation in a Letter of Credit Borrowing according to its Ratable Share pursuant to Section 2.9 .

“ Partnership Interests ” has the meaning given to such term in Section 6.3 .

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“ Permitted Encumbrances ” means:

(a)           Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

(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 or other social security programs;

(c)           Liens of mechanics, materialmen, repairmen, warehousemen, carriers, 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 or that are not overdue by more than 30 days;

(d)           Good-faith pledges 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 amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;

(e)           Encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property in the ordinary conduct to the business of the Borrower or Domestic Subsidiary using such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures, land use or operations, or any other Lien otherwise permitted by the terms of any Mortgage;

(f)           Liens, security interests and mortgages in favor of the Collateral Agent securing any Secured Obligations;

(g)           The following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is stayed or discharged within thirty (30) days of entry, and in either case they do not affect the Collateral or, in the aggregate, materially impair the ability of the Loan Parties taken as a whole to perform their Obligations hereunder or under the other Loan Documents:

(i)           Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, provided that the applicable Loan Party maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien;

(ii)          Claims, Liens or encumbrances upon, and defects of title to, real or personal property other than the Collateral, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits;

(iii)        Claims or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory nonconsensual Liens; or

(iv)        Liens resulting from final judgments or orders for payment of amounts, in the aggregate outstanding at any time, of less than $5,000,000.

 “ Permitted Investments ” means:

(i)           for the Borrower or any Domestic Subsidiary:

(a)           direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b)           investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the a credit rating of not less than A2, P2 or F2 from S&P, Moody’s or Fitch, as applicable;

(c)           investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any  Lender or any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d)           fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e)           money market funds that (I) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (II) are rated AAA by S&P and Aaa by Moody’s and (III) have portfolio assets of at least $5,000,000,000; and

(ii)           for any Foreign Subsidiary:

(a)           any credit balances, realizable within three months, on any bank or other deposit, savings or current account;

(b)           cash in hand;

(c)           securities which are issued and guaranteed by the British government to raise funds and publically traded in England;

(d)           Sterling or Euro commercial paper maturing not more than 12 months from the date of issue and rated A-1 by S&P or P-1 by Moody’s; and

(e)           any deposit with or acceptance maturing not more than one year after issue accepted by an institution authorized under the Banking Act 1987, and Sterling denominated debt securities having not more than one year until final maturity and listed on a recognized stock exchange and rated at least AA by S&P and Aa by Moody’s.

“ Permitted Liens ” means any Lien permitted under Section 9.2 hereof.

“ Person ” means any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

“ Plan ” means at any time an employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (a) is maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the preceding five (5) years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.

“ Pledge Agreement ” means the Pledge Agreement, dated the date hereof, executed and delivered by the owner of any Loan Party or Subsidiary of a Loan Party to the Collateral Agent, as may be amended, restated, supplemented or modified from time to time.

“ Pledged Collateral ” means the Collateral in which security interests are granted under the Pledge Agreement.

“ Principal Office ” means the main banking office of the Agent in Pittsburgh, Pennsylvania.

 “ Prior Security Interest ” means a valid and enforceable perfected first-priority security interest under the UCC in the UCC Collateral and the Pledged Collateral which is subject only to Liens for taxes not yet due and payable to the extent such prospective tax payments are given priority by statute or Purchase Money Security Interests as permitted hereunder.

“ Prohibited Transaction ” means any prohibited transaction as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for which neither an individual nor a class exemption has been issued by the United States Department of Labor or which is not exempt pursuant to Section 4975(d) of the Internal Revenue Code of Section 408 of ERISA.

“ Property ” means all real property, both owned and leased, of any Loan Party or Subsidiary of a Loan Party.

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

“ Purchase Money Security Interest ” means Liens upon tangible personal property securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.

“ Purchasing Bank ” means a Lender which becomes a party to this Agreement by executing an Assignment and Assumption Agreement.

“ Ratable Share ” means, for any Lender (a) with respect to the Revolving Credit Commitment (or any Revolving Credit Loan, Swing Loan or Letter of Credit (or Letter of Credit or Reimbursement Obligation)), the proportion that such Lender’s Revolving Credit Commitment bears to the Revolving Credit Commitments of all of the Lenders, (b) with respect to the Term Loan Commitment (or any Term Loan), the proportion that such Lender’s outstanding Term Loan bears to the outstanding Term Loans of all of the Lenders, and (c) with respect to the Loans, other Obligations generally or proceeds of any Collateral, the proportion of such Lender’s share of the Total Outstandings.

“ Real Property ” means the real property identified on Schedule 6.8 , together with any other real property owned or leased by any Loan Party on or after the date hereof.

“ Regulated Substances ” means, without limitation, any substance, material or waste, regardless of its form or nature, defined under Environmental Laws as a “hazardous substance,” “pollutant,” “pollution,” “contaminant,” “hazardous or toxic substance,” “extremely hazardous substance,” “toxic chemical,” “toxic substance,” “toxic waste,” “hazardous waste,” “special handling waste,” “industrial waste,” “residual waste,” “solid waste,” “municipal waste,” “mixed waste,” “infectious waste,” “chemotherapeutic waste,” “medical waste,” “pesticide” or “regulated substance” or any other substance, material or waste, regardless of its form or nature, which is regulated, controlled or governed by Environmental Laws due to its radioactive, ignitable, corrosive, reactive, explosive, toxic, carcinogenic or infectious properties or nature or any other material, substance or waste, regardless of its form or nature, which otherwise is regulated, controlled or governed by Environmental Laws, including petroleum and petroleum products (including crude oil and any fractions thereof), natural gas, synthetic gas and any mixtures thereof, asbestos, urea formaldehyde, polychlorinated biphenyls, mercury, radon and radioactive materials.

“ Reimbursement Obligation ” has the meaning assigned to such term in Section 2.9 .

“ Remedial Action ” means any investigation, identification, preliminary assessment, characterization, delineation, feasibility study, cleanup, corrective action, removal, remediation, risk assessment, fate and transport analysis, in-situ treatment, containment, operation and maintenance or management in-place, control or abatement of or other response actions to Regulated Substances and any closure or post-closure measures associated therewith.

“ Reportable Event ” means a reportable event described in Section 4043 of ERISA and regulations thereunder with respect to a Plan or Multiemployer Plan.

“ Reportable Transaction ” has the meaning assigned to such term in Section 8.12 .

“ Required Lenders ” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings and (b) aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Revolving Credit Commitment ” means, as to any Lender at any time, the amount initially set forth opposite its name on Annex II in the column labeled “Amount of Commitment for Revolving Credit Loans,” and thereafter on Schedule I to the most recent Assignment and Assumption Agreement, and “ Revolving Credit Commitments ” means the aggregate Revolving Credit Commitments of all of the Lenders, in each case as the above may also be increased pursuant to Section 2.10 or reduced pursuant to Section 5.4 hereof.

“ Revolving Credit Lender ” means a Lender with a Revolving Credit Commitment.

“ Revolving Credit Loans ” means collectively, and “ Revolving Credit Loan ” means separately, all loans or any loan made by the Lenders or one of the Lenders pursuant to Section 2.1(a) , Section 2.8 or Section 2.9 .

“ Revolving Credit Notes ” means collectively, and “Revolving Credit Note” means separately, all the Revolving Credit Notes of the Borrower in substantially the form of Exhibit C-1 hereto evidencing the Revolving Credit Loans, together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

“ Revolving Facility Usage ” means at any time the sum of the Revolving Credit Loans outstanding, Swing Loans outstanding and the Letters of Credit Outstanding.

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

“ Safety Laws ” means the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., as amended, and any regulations promulgated thereunder or any equivalent foreign, territorial, provincial state or local Law, each as amended, and any regulations promulgated thereunder or any other foreign, territorial, provincial, federal, state or local Law, each as amended, and any regulations promulgated thereunder, pertaining or relating to the protection of employees from exposure to Regulated Substances in the workplace (but excluding workers compensation and wage and hour laws).

“ Safety Complaints ” means any: (a) notice of non-compliance or violation, citation or order relating in any way to any Safety Law; (b) civil, criminal, administrative or regulatory investigation instituted by an Official Body relating in any way to any Safety Law; (c) administrative, regulatory or judicial action, suit, claim or proceeding instituted by any Person or Official Body or any written notice of liability or potential liability from any Person or Official Body, in either instance, setting forth allegations relating to or a cause of action for civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Safety Laws; or (d) subpoena, request for information or other written notice or demand of any type issued by an Official Body pursuant to any Safety Laws.

“ Safety Filings and Records ” means all notices, reports, records, plans, applications, forms, logs, programs, manuals or other filings or documents relating or pertaining to compliance with Safety Laws, including employee safety in the workplace, employee injuries or fatalities, employee training, or the protection of employees from exposure to Regulated Substances which pursuant to Safety Laws or at the direction or order of any Official Body, the Loan Parties or any Subsidiaries of any Loan Party either must be submitted to an Official Body or otherwise must maintain in their records.

“ Secured Obligations ” means all Obligations, together with all (a) Banking Services Obligations and (b) Hedge Liabilities; provided that at or prior to the time that any transaction relating to such Banking Services Obligations or Hedge Liabilities are executed, the Lender thereto (or its Affiliate) has delivered written notice, describing the transaction, to the Agent that such transaction has been entered into and that it constitutes a Secured Obligation entitled to the benefits of the Collateral Documents.

“ Secured Parties ” means, collectively, the Agent, the Lenders, the Issuing Bank, the Swing Loan Lender, the Swap Providers, the Collateral Agent, and all other Persons, the Obligations owing to which are secured by the Collateral under the Collateral Documents.

“ Security Agreement ” means the Security Agreement, dated the date hereof, executed and delivered by each of the Loan Parties to the Agent for the benefit of the Lenders, as may be amended, restated, supplemented or modified from time to time.

“ Senior Debt ” means (a) the principal balance of the Loans and all other Indebtedness of the Loan Parties and their Subsidiaries for borrowed money, including Capitalized Lease Obligations, reimbursement obligations under letters of credit, and contingent obligations and Guarantees, without duplication, less , to the extent included therein, (b) the principal balance of all Subordinated Debt.

“ Shares ” has the meaning assigned to that term in Section 6.2 .

“ Standby Letter of Credit ” means a Letter of Credit issued to support obligations of one or more of the Loan Parties, contingent or otherwise, which finance the working capital and business needs of the Loan Parties incurred in the ordinary course of business, but excluding any Letter of Credit under which the stated amount of such Letter of Credit increases automatically over time.

“ Subordinated Debt ” means Indebtedness among the Borrower and any of its Subsidiaries subject to the Intercompany Subordination Agreement or any other subordination agreement satisfactory to the Agent, in its sole discretion.

“ Subsidiary ” of any Person at any time means (a) any corporation or trust of which fifty percent (50%) or more (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (b) any partnership of which such Person is a general partner or of which fifty percent (50%) or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (c) any limited liability company of which such Person is a member or of which fifty percent (50%) or more of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (d) any corporation, trust, partnership, limited liability company or other entity which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries (provided that, so long as the Loan Parties do not collectively own more than 49% of CCMC Joint Venture, such entity shall not be deemed to be a Subsidiary of the Borrower).

“ Subsidiary Shares ” has the meaning assigned to that term in Section 6.3 .

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of any Borrower or its Subsidiaries shall be a Swap Agreement.

“ Swap Obligations ” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

“ Swap Provider ” means any provider of a Lender-Provided Swap Agreement.

“ Swing Loan Lender ” means First Commonwealth, in its capacity as lender under the Swing Loan Commitment.

“ Swing Loan Commitment ” means the lesser of (a) $5,000,000, and (b) the aggregate amount of Revolving Credit Commitments.

“ Swing Loan Note ” means the Swing Loan Note of the Borrower in substantially the form of Exhibit C-2 hereto evidencing the Swing Loans, together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

“ Swing Loans ” means collectively, and “Swing Loan” means separately, all loans or any loan made by the Swing Loan Lender pursuant to Section 2.1(b) .

“ Term Loan ” has the meaning given to such term in Section 3.1 ; “ Term Loans ” means collectively all of the Term Loans.

“ Term Loan Base Rate ” Option means the option of the Borrower to have Term Loans bear interest at the rate and under the terms and conditions set forth in Section 4.1 .

“ Term Loan Commitment ” means, as to any Lender, (a) on the Conversion Date such Lender’s Ratable Share of the Conversion Amount, and (b) thereafter as set forth on Schedule I to the most recent Assignment and Assumption Agreement, and “ Term Loan Commitments ” means the aggregate Term Loan Commitments of all of the Lenders.

“ Term Loan Lender ” means a Lender with a Term Loan.

“ Term Loan Maturity Date ” means May 8, 2014.

“ Term Notes ” means collectively, and “Term Note” means separately, all of the Term Notes of the Borrower in substantially the form of Exhibit C-3 hereto, evidencing the Term Loans, together with all amendments, extensions, renewals, replacements, refinancings or refunds thereof in whole or in part.

“ Total Outstandings ” means, on any date, the sum of (a) Revolving Facility Usage and (b) outstanding Term Loans, as of such date.

“ Transferor Bank ” means the selling Lender pursuant to an Assignment and Assumption Agreement.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the Commonwealth of Pennsylvania or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“ UCC Collateral ” means the Collateral in which security interests are to be granted under the Security Agreement.

“ UCP ” means, with respect to any Letter of Credit, the “Uniform Customs and Practices for Documentary Credits”, Publication No. 600, published by the International Chamber of Commerce (or such later version thereof as may be in effect at the time of issuance).

“ Unanticipated Remediation ” means any portion of the expenditures attributable to the Columbus Remediation which are in excess of $4,000,000.

“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

SECTION 1.2   Construction .  Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents:

(a)            Number; Inclusion .  references to the plural include the singular, the plural, the part and the whole; “or” has the inclusive meaning represented by the phrase “and/or,” and “including” has the meaning represented by the phrase “including without limitation”; Determination .  references to “determination” of or by the Agent or the Lenders shall be deemed to include good-faith estimates by the Agent or the Lenders (in the case of quantitative determinations) and good-faith beliefs by the Agent or the Lenders (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error;

(c)            Agent’s Discretion and Consent .  whenever the Agent or the Lenders are granted the right herein to act in its or their sole discretion or to grant or withhold consent such right shall be exercised in good faith;

(d)            Documents Taken as a Whole .  the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document;

(e)            Headings .  the section and other headings contained in this Agreement or such other Loan Document and the Table of Contents (if any), preceding this Agreement or such other Loan Document are for reference purposes only and shall not control or affect the construction of this Agreement or such other Loan Document or the interpretation thereof in any respect;

(f)            Implied References to this Agreement .  article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified;

(g)            Persons .  reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or such other Loan Document, as the case may be, and reference to a Person in a particular capacity excludes such Person in any other capacity;

(h)            Modifications to Documents .  reference to any agreement (including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto), document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated;

(i)            From, To and Through .  relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; and

(j)            Shall; Will .  references to “shall” and “will” are intended to have the same meaning.

SECTION 1.3  Accounting Principles .  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower or the Required Lenders request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 2.1  Revolving Credit Commitments and Swing Loan Commitments.

(a)            Revolving Credit Loans .  Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date; provided that, after giving effect to any such Revolving Credit Loan (i) the aggregate outstanding amount of Revolving Credit Loans from such Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Ratable Share of outstanding Swing Loans and Letters of Credit Outstanding and (ii) the Revolving Facility Usage shall not exceed the aggregate amount of Revolving Credit Commitments.  Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Credit Loans.  Each Revolving Credit Loan shall be due and payable in full on the Expiration Date.

(b)            Swing Loan Commitment .  Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, the Swing Loan Lender may, at its option, cancelable at any time for any reason whatsoever, make Swing Loans to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date; provided that, after giving effect to such Swing Loan (i) the aggregate outstanding amount of Swing Loans shall not exceed the Swing Loan Commitment and (ii) the Revolving Facility Usage shall not exceed the aggregate amount of Revolving Credit Commitments.  Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Loans.  Each Swing Loan shall be due and payable in full seven (7) days after made (or upon earlier demand).

SECTION 2.2  Nature of Lenders’ Obligations with Respect to Revolving Credit Loans .  Each Revolving Credit Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.4 in accordance with its Ratable Share.  The aggregate of each Revolving Credit Lender’s Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of outstanding Swing Loans and Letters of Credit Outstanding.  The obligations of each Revolving Credit Lender hereunder are several.  The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder.  The Revolving Credit Lender shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date.

SECTION 2.3  Commitment Fees .  Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Agent for the account of each Revolving Credit Lender, as consideration for such Revolving Credit Lender’s Revolving Credit Commitment hereunder, a nonrefundable commitment fee (the “ Commitment Fee ”) equal to the Applicable Commitment Fee Rate per annum (computed on the basis of a year of 360 and actual days elapsed) on the average daily difference between the amount of (a) such Revolving Credit Lender’s Revolving Credit Commitment as the same may be constituted from time to time (for purposes of this computation, the Swing Loans shall be deemed to be borrowed amounts solely under the Swing Loan Lender’s Revolving Credit Commitment) and (b) the sum of such Revolving Credit Lender’s Revolving Credit Loans outstanding plus its Ratable Share of outstanding Swing Loans and Letters of Credit Outstanding.  All Commitment Fees shall be payable in arrears on (i) the first Business Day of each January, April, July and October after the date hereof, (ii) the Conversion Date, and (iii) on the Expiration Date or upon termination of Revolving Credit Commitments.

SECTION 2.4  Revolving Credit Loan Requests; Swing Loan Requests.

(a)            Revolving Credit Loan Requests .  Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request that the Lenders make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to any existing Revolving Credit Loans pursuant to Section 4.2 , by delivering to the Agent, not later than 1:00 p.m., Pittsburgh time (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans to which the Euro-Rate Option applies or the conversion to or the renewal of the Euro-Rate Option for any Loans, and (ii) one (1) Business Day prior to either the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, a duly completed request therefor in substantially the form of Exhibit D hereto or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a “ Loan Request ”), it being understood that the Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation.  Each such Loan Request shall be irrevocable and shall specify: (A) the proposed Borrowing Date; (B) the aggregate amount of the proposed Loans comprising each Borrowing Tranche, which shall be in integral multiples of $1,000,000 and not less than $2,000,000 for each Borrowing Tranche to which the Euro-Rate Option applies and not less than the lesser of $1,000,000 or the maximum amount available for Borrowing Tranches to which the Base Rate Option applies; (C) whether the Euro-Rate Option or Base Rate Option shall apply to the proposed Loans comprising the applicable Borrowing Tranche; and (D) in the case of a Borrowing Tranche to which the Euro-Rate Option applies, an appropriate Interest Period for the Loans comprising such Borrowing Tranche.

(b)            Swing Loan Requests .  Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request that the Swing Loan Lender make Swing Loans by delivery to the Agent and the Swing Loan Lender not later than 1:00 p.m. Pittsburgh time, on the proposed Borrowing Date of a duly completed Loan Request, it being understood that the Agent and the Swing Loan Lender may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation.  Each such Loan Request shall be irrevocable and shall specify: (i) the proposed Borrowing Date and (ii) the principal amount of such Swing Loan, which shall be not less than $500,000 and shall be an integral multiple of $100,000.

SECTION 2.5  Making Revolving Credit Loans and Swing Loans.

(a)            Making Revolving Credit Loans .  The Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.4 , notify the Lenders of its receipt of such Loan Request specifying:  (i) the proposed Borrowing Date and the time and method of disbursement of the Revolving Credit Loans requested thereby; (ii) the amount and type of each such Revolving Credit Loan and the applicable Interest Period (if any); and (iii) the apportionment among the Lenders of such Revolving Credit Loans as determined by the Agent in accordance with Section 2.2 .  Each Lender shall remit the principal amount of each Revolving Credit Loan to the Agent such that the Agent is able to, and the Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Section 7.2 , fund such Revolving Credit Loans to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00 p.m., Pittsburgh time, on the applicable Borrowing Date, provided that if any Lender fails to remit such funds to the Agent in a timely manner, the Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 12.16 .

(b)            Making Swing Loans .  So long as the Swing Loan Lender elects to make Swing Loans, the Swing Loan Lender shall, subject to Section 7.2 , after receipt by it of a Swing Loan Request pursuant to Section 2.4 , fund such Swing Loan to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00 p.m., Pittsburgh time, on the Borrowing Date.

SECTION 2.6  Revolving Credit Notes .  The Obligations of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans made to it by any Revolving Credit Lender, together with interest thereon, shall, at the request of such Revolving Credit Lender, be evidenced by a Revolving Credit Note payable to the order of such Revolving Credit Lender in a face amount equal to the Revolving Credit Commitment of such Revolving Credit Lender.

SECTION 2.7  Swing Loan Note .  The Obligations of the Borrower to repay the unpaid principal amount of the Swing Loans, together with interest thereon, shall, at the request of the Swing Loan Lender, be evidenced by a Swing Loan Note payable to the order of the Swing Loan Lender in a face amount equal to the Swing Loan Commitment.

SECTION 2.8  Borrowings to Repay Swing Loans .  The Swing Loan Lender may, at its option, exercisable at any time for any reason whatsoever, demand repayment of the Swing Loans, and each Revolving Credit Lender shall make a Revolving Credit Loan in an amount equal to such Revolving Credit Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans.  Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 without regard to any of the requirements of that provision.  Upon notice from the Swing Loan Lender, the Agent shall provide notice to the Revolving Credit Lenders (which may be telephonic or written notice by letter, facsimile, telex or electronic transmission) that such Revolving Credit Loans are to be made under this Section 2.8 and of the apportionment among the Revolving Credit Lenders, and the Revolving Credit Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 are then satisfied) by the time the Swing Loan Lender so requests, which shall not be earlier than 3:00 p.m., Pittsburgh time, on the Business Day next after the date the Revolving Credit Lenders receive such notice from the Agent.

SECTION 2.9  Letter of Credit Subfacility.

(a)            Issuance of Letters of Credit .  The Borrower may request the issuance of a letter of credit by the Issuing Bank (each a “ Letter of Credit ”), on behalf of itself or another Loan Party by delivering or having such other Loan Party deliver to the Agent and the Issuing Bank a completed application and agreement for letters of credit in such form as the Issuing Bank may specify from time to time by no later than 1:00 p.m., Pittsburgh time, at least three (3) Business Days, or such shorter period as may be agreed to by the Issuing Bank, in advance of the proposed date of issuance.  Each Letter of Credit may be issued as either a Standby Letter of Credit or a Commercial Letter of Credit, in either case on such form as presented to the Borrower by the Issuing Bank.  Subject  to the terms and conditions hereof, including Section 7.2 , and in reliance on the agreements of the other Lenders set forth in this Section 2.9 , the Issuing Bank will issue a Letter of Credit (which may be “evergreen” letters of credit) provided that each Letter of Credit shall in no event expire later than ten (10) Business Days prior to the Expiration Date and providing that in no event shall (A) the Letters of Credit Outstanding exceed, at any one time, $30,000,000 or (B) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments.

(b)            Letter of Credit Fees .  The Borrower shall pay (i) to the Agent for the ratable account of the Revolving Credit Lenders a fee (the “ Letter of Credit Fee ”) according to the pricing grid on Annex I below the heading “Letter of Credit Fee”, and (ii) to the Issuing Bank for its own account a fronting fee equal to 0.125% per annum (computed on the basis of a year of 360 days and actual days elapsed), which fees shall be computed on the daily average Letters of Credit Outstanding and shall be payable quarterly in arrears commencing with the first Business Day of each January, April, July and October following issuance of each Letter of Credit and on the Expiration Date.  The Borrower shall also pay to the Issuing Bank for the Issuing Bank’s sole account the Issuing Bank’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit as the Issuing Bank may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any),   negotiation, and administration of Letters of Credit.

(c)            Disbursements, Reimbursement .

(i)           Immediately upon the Issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.

(ii)           In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Borrower.  Provided that the Borrower shall have received such notice, the Borrower shall reimburse (such obligation to reimburse the Issuing Bank shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Bank prior to 1:00 p.m., Pittsburgh time on each date that an amount is paid by the Issuing Bank under any Letter of Credit (each such date, an “ Drawing Date ”) in an amount equal to the amount so paid by the Issuing Bank.  In the event the Borrower fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit by 1:00 p.m., Pittsburgh time, on the Drawing Date, the Agent will promptly notify each Revolving Credit Lender thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Revolving Credit Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit.  Any notice given by the Agent pursuant to this Section 2.9 may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(iii)           Each Revolving Credit Lender shall upon any notice pursuant to Section 2.9 pay to the Agent, for the account of the Issuing Bank, an amount in immediately available funds equal to its Ratable Share of the amount of the unreimbursed drawing.  Any payment made by each Revolving Credit Lender to the Agent under this Section 2.9 shall be deemed to be a Revolving Credit Loan under the Base Rate Option made to the Borrower; provided, that if the Borrower is not permitted to borrow Revolving Credit Loans because of their failure to satisfy the conditions set forth in Section 7.2 (other than any notice requirements), then such payment shall constitute a purchase by such Revolving Credit Lender of a participation interest (“ Participation Advance ”) in the Letter of Credit Borrowing as defined in Section 2.9 .  If any Revolving Credit Lender so notified fails to make available to the Agent, for the account of the Issuing Bank, the amount of such Revolving Credit Lender’s Ratable Share of such amount by no later than 2:00 p.m., Pittsburgh time, on the Drawing Date, then interest shall accrue on such Revolving Credit Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (A) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (B) at a rate per annum equal to the rate applicable to Loans under the Base Rate Option on and after the fourth day following the Drawing Date.  The Issuing Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the Issuing Bank to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Credit Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 2.9 .

(iv)           With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans as contemplated by Section 2.9 , the Borrower shall be deemed to have incurred from the Issuing Bank a borrowing (each a “ Letter of Credit Borrowing ”) in the amount of such drawing.  Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option.  Each Revolving Credit Lender is required to purchase a Participation Advance in accordance with Section 2.9 .

(d)            Repayment of Participation Advances .

(i)           Upon (and only upon) receipt by the Agent, for the account of the Issuing Bank, immediately available funds from the Borrower (A) in reimbursement of any payment made by the Issuing Bank under the Letter of Credit with respect to which any Revolving Credit Lender has made a Participation Advance to the Issuing Bank, or (B) in payment of interest on such a payment made by the Issuing Bank under such a Letter of Credit, the Agent will pay to each Revolving Credit Lender, in the same funds as those received by the Agent, the amount of such Revolving Credit Lender’s Ratable Share of such funds, except the Agent shall retain, for the account of the Issuing Bank, the amount of the Ratable Share of such funds of any Revolving Credit Lender that did not make a Participation Advance in respect of such payment by Agent.

(ii)           If the Agent or the Issuing Bank is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by any Loan Party to the Agent or the Issuing Bank pursuant to Section 2.9 in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Revolving Credit Lender shall, on demand of the Agent or the Issuing Bank, forthwith return to the Agent or the Issuing Bank the amount of its Ratable Share of any amounts so returned by the Agent or the Issuing Bank plus interest thereon from the date such demand is made to the date such amounts are returned by such Revolving Credit Lender to the Agent or the Issuing Bank, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time.

(e)            Documentation .  Each Loan Party agrees to be bound by the terms of the Issuing Bank’s application and agreement for letters of credit and the Issuing Bank’s written regulations and customary practices relating to letters of credit, though such interpretation may be different from such Loan Party’s own.  In the event of a conflict between such application or agreement and this Agreement, this Agreement shall govern.  It is understood and agreed that, except in the case of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction), the Issuing Bank shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

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

(g)            Nature of Participation and Reimbursement Obligations .  Each Revolving Credit Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9 , as a result of a drawing under a Letter of Credit, and the Obligations of the Borrower to reimburse the Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 under all circumstances, including the following circumstances:

(i)           any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Bank, the Borrower or any other Person for any reason whatsoever;

(ii)           the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 , Section 2.4 , Section 2.5 or Section 7.2 or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation Advances under Section 2.9 ;

(iii)           any lack of validity or enforceability of any Letter of Credit;

(iv)           any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Lender may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Issuing Bank or any Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured);

(v)           the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even if the Issuing Bank has been notified thereof;

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

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

(viii)        any failure by the Issuing Bank to issue any Letter of Credit in the form requested by any Loan Party;

(ix)          any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;

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

(xi)          the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;

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

(xiii)        the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and

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

(h)            Indemnity .  In addition to amounts payable as provided in Section 12.5 , each Loan Party hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (i) the gross negligence or willful misconduct of the Agent (as finally determined by a court of competent jurisdiction) or (ii) the wrongful dishonor by the Issuing Bank of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “ Governmental Acts ”).

(i)            Liability for Acts and Omissions .  As between any Loan Party and the Issuing Bank, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit.  In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for any of the following including, without limitation, any losses or damages to any Loan Party or other Person or property relating therefrom:  (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the Issuing Bank shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder.  Nothing in the preceding sentence shall relieve the Issuing Bank from liability for its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in connection with actions or omissions described in such clauses (i) through (viii) of such sentence.  In no event shall the Issuing Bank be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including, without limitation, attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the Issuing Lender: (A) may rely on any oral or other communication believed in good faith by the Issuing Bank to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (B) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (C) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Lender; (D) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (E) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (F) may settle or adjust any claim or demand made on the Issuing Bank in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “ Order ”) and honor any drawing in connection with any Letter of Credit that is the subject to such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

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

SECTION 2.10        Increase in Revolving Credit Commitment .

(a)            Request for Increase .  So long as no Default or Event of Default has occurred and is continuing, upon notice to the Agent (which shall promptly notify the Revolving Credit Lenders), the Borrower may from time to time, request an increase in the Revolving Credit Commitment by an amount (for all such requests) not exceeding Thirty Million Dollars ($30,000,000); provided that any such request for an increase shall be in a minimum amount of Five Million Dollars ($5,000,000).  At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders).

(b)            Lender Elections to Increase .  Each Revolving Credit Lender shall notify the Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Ratable Share of such requested increase.  Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment.

(c)            Notification by Agent; Additional Revolving Credit Lenders .  The Agent shall notify the Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase, and subject to the approval of the Agent, the Issuing Bank and the Swing Loan Lender (which approvals shall not be unreasonably withheld), the Borrower may also invite additional financial institutions (subject to the consent of the Agent, not to be unreasonably withheld) to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance satisfactory to the Agent and its counsel.

(d)            Effective Date and Allocations .  If the Revolving Credit Commitment is increased in accordance with this Section, the Agent and the Borrower shall determine the effective date (the “ Revolving Credit Increase Effective Date ”) and the final allocation of such increase.  The Agent shall promptly notify the Borrower and the Revolving Credit Lenders of the final allocation of such increase and the Revolving Credit Increase Effective Date.

(e)            Conditions to Effectiveness of Increase .  As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.10 , the representations and warranties contained in subsection (a) of Section 6.9 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1 and Section 10.2 , and (B) no Default or Event of Default has occurred and is continuing.

(f)            Prepayments upon Effectiveness of Increase .  The Borrower shall prepay (which may be with the proceeds of Revolving Credit Loans received on such date) any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Ratable Shares arising from any nonratable increase in the Revolving Credit Commitments under this Section.  To the extent any Lender (a “reducing Lender”) would be entitled to additional amounts required to be paid by the Borrower pursuant to Section 5.6 (“breakage cost”), as a result its Revolving Credit Loan being subject to a prepayment described in the preceding sentence, the Lenders (including any new Lenders) which have increased their pro rata share of the Revolving Credit Commitment (each an “increasing Lender”) shall each pay to each such reducing Lender a portion of such reducing Lender’s breakage cost equal to the percentage of the increase in the Revolving Credit Commitment represented by such increasing Lender’s increased Revolving Credit Commitment.

SECTION 3.1  Term Loan Commitments .  Subject to the terms and conditions hereof, including Section 7.2 , and relying upon the representations and warranties herein set forth, on the Conversion Date, each Lender severally agrees to make a term loan to the Borrower in an amount equal to such Lender’s Term Loan Commitment.  Each Term Loan made by a Lender shall be made by converting a portion of such Lender’s Revolving Credit Loans equal to such Lender’s Term Loan Commitment into such Term Loan.

SECTION 3.2  Nature of Lenders’ Obligations with Respect to Term Loans .  The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder.  The Lenders shall have no obligation to make Term Loans hereunder after the Conversion Date.  The Term Loan Commitments are not revolving credit commitments, and the Borrower shall not have the right to repay and reborrow any Term Loan.

SECTION 3.3  Term Loan Principal Payments .  The Borrower shall make payments on the principal amount of each Term Loan in equal quarterly installments, each in an amount equal to ten percent (10%) of the aggregate amount of Term Loan Commitments, commencing on September 30, 2012, and thereafter on the last day of each March, June, September and December, with a final installment of any remaining principal amount payable on the Term Loan Maturity Date.

SECTION 3.4  Term Loan Notes .  The Obligation of the Borrower to repay the unpaid principal amount of the Term Loans made to it by each Lender, together with interest thereon, shall, at the request of any Term Loan Lender, be evidenced by a Term Note payable to the order of such Lender in a face amount equal to the Term Loan of such Lender.

SECTION 4.1  Interest Rate Options .  The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans, or portions thereof, as selected by the Borrower in accordance with the terms and conditions hereof, at either Interest Rate Option it selects, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche, provided that there shall not be at any one time outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Loans and provided further that only the Base Rate Option shall apply to the Swing Loans.  If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate.

SECTION 4.2  Interest Periods .  At any time when the Borrower shall select, convert to or renew a Euro-Rate Option, the Borrower shall notify the Agent thereof at least three (3) Business Days prior to the effective date of such Euro-Rate Option by delivering a Loan Request.  The notice shall specify an Interest Period during which such Interest Rate Option shall apply.  Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a Euro-Rate Option:

(a)            Amount of Borrowing Tranche .  each Borrowing Tranche of Euro-Rate Loans shall be in integral multiples of $1,000,000 and not less than $2,000,000; and

(b)            Renewals .  in the case of the renewal of a Euro-Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day.

SECTION 4.3  Interest After Default .  To the extent permitted by Law, upon the occurrence and during the continuance of any Event of Default:

(a)            Letter of Credit Fees, Interest Rate .  the Letter of Credit Fees and the rate of interest for each Loan otherwise applicable pursuant to Section 2.9 or Section 4.1 , respectively, shall be increased by 2.0% per annum;

(b)            Other Obligations .  each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of the rate of interest applicable under the Base Rate Option plus an additional 2.0% per annum from the time such Obligation becomes due and payable and until it is paid in full; and

(c)            Euro-Rate Option .  No Borrowing Tranche may convert to or renew under a Euro-Rate Option.

(d)            Acknowledgment .  The Borrower acknowledges that the increase in rates referred to in this Section 4.3 reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are entitled to additional compensation for such risk.  All such interest shall be payable by the Borrower upon demand by Agent.

SECTION 4.4  Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.

(a)            Unascertainable .  If on any date on which a Euro-Rate would otherwise be determined, the Agent shall have determined that:

(i)           adequate and reasonable means do not exist for ascertaining such Euro-Rate, or

(ii)           a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the Euro-Rate, the Agent shall have the rights specified in Section 4.4 .

(b)            Illegality; Increased Costs; Deposits Not Available .  If at any time any Lender shall have determined that:

(i)           the making, maintenance or funding of any Loan to which a Euro-Rate Option applies has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law);

(ii)           such Euro-Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such Loan; or

(iii)           after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Loan, or to banks generally, to which a Euro-Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market, then the Agent shall have the rights specified in Section 4.4 .

(c)            Agent’s and Lender’s Rights .  In the case of any event specified in Section 4.4(a) the Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4(b) , such Lender shall promptly so notify the Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower.  Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (i) the Lenders, in the case of such notice given by the Agent, or (ii) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Euro-Rate Option shall be suspended until the Agent shall have later notified the Borrower, or such Lender shall have later notified the Agent, of the Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist.  If at any time the Agent makes a determination under Section 4.4 and the Borrower has previously notified the Agent of its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans.  If any Lender notifies the Agent of a determination under Section 4.4 , the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.6 , as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.4 .  Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

SECTION 4.5  Selection of Interest Rate Options .  If the Borrower fails to select a new Interest Period to apply to any Borrowing Tranche of Loans under the Euro-Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 4.2 , the Borrower shall be deemed to have converted such Borrowing Tranche to the Base Rate Option, commencing upon the last day of the existing Interest Period.

SECTION 4.6  Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin .

(a)           All computations of interest for Base Rate Loans when the Base Rate is determined by First Commonwealth’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  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 bear interest for one day.  Each determination by the Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)           If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Loan Parties or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code of the United States, automatically and without further action by the Agent, any Lender or the Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights of the Agent, any Lender or the Issuing Bank, as the case may be, under Article XI or any other second of this Agreement.

SECTION 5.1  Pa