FIRST AMENDMENT TO CREDIT
AGREEMENT
This First
Amendment to Credit Agreement is dated May 29, 2009, by and
among ATI Funding Corporation, a Delaware corporation (“ATI
Funding”), TDY Holdings, LLC, a Delaware limited liability
company (“TDYH”) (ATI Funding and TDYH are each, a
“Borrower” and collectively, the
“Borrowers”), the Guarantors (as defined in the Credit
Agreement (as hereinafter defined)) party hereto, the Lenders (as
hereinafter defined) party hereto and PNC Bank, National
Association (“PNC Bank”) as administrative agent for
the Lenders (in such capacity, the “Administrative
Agent”) (the “First Amendment”).
WHEREAS, the
Borrowers, the Guarantors, PNC Bank and various other financial
institutions party thereto (PNC Bank and such other financial
institutions are each, a “Lender” and collectively, the
“Lenders”) and the Administrative Agent entered into
that certain Credit Agreement, dated July 31, 2007 (as
amended, restated, modified or supplemented from time to time, the
“Credit Agreement”); and
WHEREAS, the
Borrowers and the Guarantors desire to amend certain provisions of
the Credit Agreement and the Lenders and the Administrative Agent
shall permit such amendments pursuant to the terms and conditions
set forth herein.
NOW, THEREFORE, in
consideration of the premises contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. All
capitalized terms used herein that are defined in the Credit
Agreement shall have the same meaning herein as in the Credit
Agreement unless the context clearly indicates
otherwise.
2. Section 1.1
of the Credit Agreement is hereby amended to delete therefrom the
following definition:
3. Section 1.1
of the Credit Agreement is hereby amended by restating the
following definitions in their entirety as set forth
below:
Base Rate
shall mean, for any day, a rate per annum equal to the highest of
(i) the Prime Rate in effect on such day, (ii) the
Federal Funds Open Rate in effect on such day plus one half of one
percent (0.50%) and (iii) the Daily LIBOR Rate plus one
percent (1.00%).
Consolidated
EBIT for any period of determination shall mean the sum of
(i) net income (or loss) (excluding extraordinary gains or
losses including, without limitation, those items created
by
mandated
changes in accounting treatment), plus (ii) net interest
expense, (iii) plus all charges against or minus credits to
income for federal, state and local taxes, (iv) plus or minus,
as applicable, any other non-cash non-recurring items of gain or
loss with respect to such fiscal period not already excluded
hereunder, (v) plus or minus, as applicable, any non-cash
pension expense or income, provided, however, that voluntary
pension contributions shall not be included in calculating pension
expense or income, in each case of ATI and its Subsidiaries for
such period determined and consolidated in accordance with
GAAP.
Consolidated
Net Indebtedness shall mean (a) Consolidated Total Indebtedness
minus (b) (i) cash that is not subject to a Lien, plus
(ii) Permitted Investments that are not subject to a Lien,
minus (iii) Fifty Million and 00/100 Dollars ($50,000,000.00),
in each case determined and consolidated for ATI and its
Subsidiaries in accordance with GAAP.
Leverage
Ratio shall mean as of the date of determination, the ratio of
(A) Consolidated Net Indebtedness on such date to
(B) Consolidated EBITDA (i) for the four (4) fiscal
quarters ending if such date is a fiscal quarter end or
(ii) for the four (4) fiscal quarters most recently ended
if such date is not a fiscal quarter end.
Loan
Documents shall mean this Agreement, the Administrative
Agent’s Letter, the First Amendment Administrative
Agent’s Letter, the Guaranty Agreements, the Intercompany
Subordination Agreement, the Notes, the Letters of Credit and any
other instruments, certificates or documents delivered in
connection herewith or therewith, as the same may be amended,
modified or supplemented from time to time in accordance herewith
or therewith, and Loan Document shall mean any of the Loan
Documents.
4. Section 1.2
of the Credit Agreement is hereby further amended by inserting the
following defined terms in appropriate alphabetical
order:
Daily Libor
Rate shall mean, for any day, the rate per annum determined by
the Administrative Agent by dividing (x) the Published Rate by
(y) a number equal to 1.00 minus the Libor Rate Reserve
Percentage.
First
Amendment Administrative Agent’s Letter shall mean that
certain Administrative Agent’s fee letter dated the First
Amendment Closing Date by and between the Borrowers, the
Administrative Agent and PNC Capital Markets LLC, a Pennsylvania
limited liability company.
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First
Amendment Closing Date shall mean May 29, 2009.
Prime Rate
shall mean the base commercial lending rate of PNC Bank as publicly
announced to be in effect from time to time, such rate to be
adjusted automatically, without notice, on the effective date of
any change in such rate. This rate of interest is determined from
time to time by PNC Bank as a means of pricing some loans to its
customers and is neither tied to any external rate of interest or
index nor does it necessarily reflect the lowest rate of interest
actually charged by PNC Bank to any particular class or category of
customers of PNC Bank.
Published
Rate shall mean, the rate of interest published each Business
Day in The Wall Street Journal “Money Rates” listing
under the caption “London Interbank Offered Rates” for
a one (1) month period (or, if no such rate is published
therein for any reason, then the Published Rate shall be the
eurodollar rate for a one (1) month period as published in
another publication determined by the Administrative
Agent).
5. The
references to “three hundred sixty five (365) or three
hundred sixty six (366) days, as the case may be,” in
Section 3.1.1(i) of the Credit Agreement and
Section 3.1.2 of the Credit Agreement are hereby deleted
in
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