exv4w1






Exhibit 4.1




AMENDMENT TO RIGHTS AGREEMENT




          This Amendment (the “Amendment”), dated as of November 16, 2010, between Ladish Co., Inc., a
Wisconsin corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited
liability trust company (“AST”), to the Rights Agreement between the Company and AST, dated as of
October 9, 2009 (the “Rights Agreement”).



W I T N E S S E T H




          WHEREAS, pursuant to Section 27 of the Rights Agreement, under circumstances set forth
therein, (i) the Company may supplement or amend any provision of the Rights Agreement without the
approval of any holders of certificates representing Common Shares of the Company, and (ii) upon
the delivery of a certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of Section 27 of the Rights
Agreement, the Rights Agent shall execute such supplement or amendment; and



          WHEREAS, the Company desires to amend the Rights Agreement as set forth herein and to direct
AST as Rights Agent to execute this Amendment.



          NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth,
the parties hereby agree as follows:



          Section 1. Direction to Rights Agent. The Company hereby directs AST, in its
capacity as Rights Agent and in accordance with the terms of Section 27 of the Rights Agreement, to
execute this Amendment.



          Section 2. Certification of Appropriate Officer. The undersigned officer of the
Company, being duly authorized on behalf of the Company, hereby certifies on behalf of the Company
to AST that (a) he is an “appropriate officer” as such term is used in Section 27 of the Rights
Agreement, and (b) this Amendment is in compliance with Section 27 of the Rights Agreement.



          Section 3. Amendment of Rights Agreement. The Rights Agreement is hereby amended as
follows:



          (a) Section 1 of the Rights Agreement is hereby amended by inserting the following
subsections at the end of such Section 1:




	 	(n)	 	“Merger” shall have the
meaning set forth in the Merger Agreement.






	 	(o)	 	“Merger Agreement” shall
mean the Agreement and Plan of Merger, dated as of
November 16, 2010, by and among Allegheny Technologies
Incorporated, a Delaware corporation, LPAD Co., a
Wisconsin 




 









 












	 	 	 	corporation and direct wholly owned
subsidiary of Allegheny Technologies Incorporated, PADL LLC, a
Wisconsin limited liability company and direct wholly
owned subsidiary of Allegheny Technologies
Incorporated, and the Company.





          (b) Section 1(a) of the Rights Agreement is hereby amended by inserting the following new
paragraph at the end of such Section 1(a):




	 	 	 	Notwithstanding anything in this Section 1(a) to the
contrary, neither Allegheny Technologies Incorporated, nor
any of its Subsidiaries (collectively, “ATI”) shall be, or
shall be deemed to be, an Acquiring Person by virtue of or
as a result of (A) the execution and delivery of the Merger
Agreement or any agreements, arrangements or understandings
entered into by ATI contemplated by the Merger Agreement, if
such agreements, arrangements or understandings are in
accordance with the terms and conditions of the Merger
Agreement; (B) the announcement of the Merger Agreement or
the Merger; (C) the consummation of the Merger; or (D) the
consummation of the other transactions contemplated by the
Merger Agreement upon the terms and conditions of the Merger
Agreement. Each event described in subclauses (A), (B), (C)
and (D) is referred to herein as an “Exempted Transaction.”





          (c) Section 1(c) of the Rights Agreement is hereby amended by inserting the following
sentence at the end of such Section 1(c):




	 	 	 	Notwithstanding anything in this Section 1(c) to the
contrary, ATI shall not be deemed to be a Beneficial Owner
of, or to beneficially own, any securities solely by virtue
of or as a result of any Exempted Transaction.





          (d) Section 1(m) of the Rights Agreement is hereby amended by inserting the following
sentence at the end of such Section 1(m):




	 	 	 	Notwithstanding anything in this Section 1(m) to the
contrary, a Shares Acquisition Date shall not be deemed to
have occurred by virtue of or as a result of the public
announcement of any Exempted Transaction.





          (e) Section 3(a) of the Rights Agreement is hereby amended by inserting the following
sentence at the end of such Section 3(a):



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	 	 	 	Notwithstanding anything in this Section 3(a) to the
contrary, a Distribution Date shall not be deemed to have
occurred by virtue of or as a result of any Exempted
Transaction.





          (f) Section 7(a) of the Rights Agreement is hereby amended to read as follows:




	 	 	 	Each Right shall be exercisable to purchase one Common
Share, subject to further adjustment as provided herein. The
registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided
herein) in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal
office of the Rights Agent, together with payment of the
Purchase Price for each Common Share as to which the Rights
are exercised, at or prior to the earliest of (i) the close
of business on October 9, 2019, subject to extension (the
“Final Expiration Date”), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the
“Redemption Date”), (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof, and (iv) the
time immediately prior to the consummation of the Merger;
provided, however, that if the number of Rights exercised
would entitle the holder thereof to receive any fraction of
a Common Share greater than one-half of a Common Share, then
the holder thereof shall not be entitled to exercise such
Rights unless such holder concurrently purchases from the
Company (and in such event the Company shall sell to such
holder), at a price in proportion to the Purchase Price, an
additional fraction of a Common Share which, when added to
the number of Common Shares to be received upon such
exercise, will equal an integral number of Common Shares.





          Section 4. Effectiveness and Continued Effectiveness. The amendments to the Rights
Agreement set forth in Section 3 above are effective as of the time at which such resolutions were
adopted. The parties hereto hereby acknowledge and agree that, except as specifically supplemented
and amended, changed or modified in Section 3 above, the Rights Agreement, as previously amended to
the date hereof, shall be unaffected by this Amendment and remain in full force and effect in
accordance with its terms.



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          Section 5. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.



          Section 6. Defined Terms. Except as otherwise expressly provided herein, or unless
the context otherwise requires, all terms used but not defined herein shall have the meanings
assigned to them in the Rights Agreement.



          Section 7. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Wisconsin and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and performed entirely
within such State.



[Signature page follows]



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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year above written.



	 	 	 	 	 
	 	LADISH CO., INC.

 	 
	 	By:  	/s/ Wayne E. Larsen
 	 
	 	 	Wayne E. Larsen 	 
	 	 	Vice President Law/Finance and Secretary 	 
	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

 	 
	 	By:  	/s/ Herbert J. Lemmer
 	 
	 	 	Name:  	Herbert J. Lemmer 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment to Rights Agreement]