EX-10.1






Exhibit 10.1




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”).



W I T N E S S E T H:




     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:




     Leverage Ratio (Pricing)



     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 their entirety and in their stead are inserted the following:
“three hundred sixty (360) days”.



     6. Schedule 1.1(A) to the Credit Agreement is hereby deleted in its entirety and in
its stead is inserted Schedule 1.1(A) attached hereto.



     7. Exhibit 7.3.3 to the Credit Agreement is hereby deleted in its entirety and in its
stead is inserted Exhibit 7.3.3 attached hereto.



     8. The provisions of Sections 2 through 7 of this First Amendment shall not become effective
until the Administrative Agent has received the following items, each in form and substance
acceptable to the Administrative Agent and its counsel:




     (a) this First Amendment, duly executed by each of the Loan
Parties and the Required Lenders;




     (b) the documents listed in the Preliminary Closing Agenda set
forth on Exhibit A attached hereto and made a part hereof
and evidence reasonably satisfactory to the Administrative Agent
that all conditions set forth in such Preliminary Closing Agenda
have been satisfied;




     (c) payment of all fees and expenses owed to the Lenders, the
Administrative Agent, and the Administrative Agent’s counsel in
connection with this First Amendment; and



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     (d) such other documents as may be reasonably requested by the
Administrative Agent.



     9. Each Loan Party hereby reconfirms and reaffirms all representations and warranties,
agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement,
except as such representations and warranties, agreements and covenants may have heretofore been
amended, modified or waived in writing in accordance with the Credit Agreement.



     10. Each Loan Party acknowledges and agrees that each and every document, instrument or
agreement, which at any time has secured the Obligations including, without limitation, the
Guaranty Agreements, hereby continues to secure the Obligations.



     11. Each Loan Party hereby represents and warrants to the Lenders and the Administrative
Agent that (i) such Loan Party has the legal power and authority to execute and deliver this First
Amendment, (ii) the officers of such Loan Party executing this First Amendment have been duly
authorized to execute and deliver the same and bind such Loan Party with respect to the provisions
hereof, (iii) the execution and delivery hereof by such Loan Party and the performance and
observance by such Loan Party of the provisions hereof and of the Credit Agreement and all
documents executed or to be executed therewith, do not violate or conflict with the organizational
agreements of such Loan Party or any law applicable to such Loan Party or result in a breach of
any provision of or constitute a default under any other agreement, instrument or document binding
upon or enforceable against such Loan Party, and (iv) this First Amendment, the Credit Agreement
and the documents executed or to be executed by such Loan Party in connection herewith or
therewith constitute valid and binding obligations of such Loan Party in every respect,
enforceable in accordance with their respective terms.



     12. Each Loan Party represents and warrants that (i) no Event of Default exists under the
Credit Agreement, nor will any occur as a result of the execution and delivery of this First
Amendment or the performance or observance of any provision hereof, (ii) the schedules attached to
and made a part of the Credit Agreement, are true and correct in all material respects as of the
date hereof, except as such schedules may have heretofore been amended or modified or updated in
writing in accordance with the Credit Agreement, and (iii) it presently has no known claims or
actions of any kind at law or in equity against any Lender or the Administrative Agent arising out
of or in any way relating to the Credit Agreement or the other Loan Documents.



     13. Each reference to the Credit Agreement that is made in the Credit Agreement or any other
document executed or to be executed in connection therewith shall hereafter be construed as a
reference to the Credit Agreement as amended hereby.



     14. The agreements contained in this First Amendment are limited to the specific agreements
made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement
and the other Loan Documents shall remain in full force and effect. This First Amendment amends
the Credit Agreement and is not a novation thereof.



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     15. This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an
original, but all such counterparts shall constitute but one and the same instrument.



     16. This First Amendment shall be governed by, and shall be construed and enforced in
accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of
the conflicts of law thereof. Each Loan Party hereby consents to the jurisdiction and venue of
the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court
for the Western District of Pennsylvania with respect to any suit arising out of or mentioning
this First Amendment.



[INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this
First Amendment to be duly executed by their duly authorized officers the day and year first above
written.



	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 
	WITNESS:	 	ATI FUNDING CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:	 	Dale G. Reid
	 

	 	Title:	 	 President
	 
	 	 	 	 
	WITNESS:	 	TDY HOLDINGS, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	WITNESS:	 	ALLEGHENY TECHNOLOGIES INCORPORATED
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	OREGON METALLURGICAL CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ALLEGHENY LUDLUM CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	WITNESS:	 	ATI PROPERTIES, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Patrick J. Viccaro
	 

	 	 	 	 
	 

	 	Name:
	 	Patrick J. Viccaro
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	TDY INDUSTRIES, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ALC FUNDING CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	President
	 
	 	 	 	 
	WITNESS:	 	JEWEL ACQUISITION, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	JESSOP STEEL, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	WITNESS:	 	INTERNATIONAL HEARTH MELTING, LLC
	 
	 	 	 	 
	 

	 	By:
	 	OREGON METALLURGICAL CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ROME METALS, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	TI OREGON, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	TITANIUM WIRE CORPORATION
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ATI CANADA HOLDINGS, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	WITNESS:	 	ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	AII INVESTMENT CORP.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	President
	 
	 	 	 	 
	WITNESS:	 	ENVIRONMENTAL, INC.
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	AII ACQUISITION, LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	ATI TITANIUM LLC
	 
	 	 	 	 
	     /s/ Jamie Bishop

	 	By:
	 	/s/ Dale G. Reid
	 

	 	 	 	 
	 

	 	Name:
	 	Dale G. Reid
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 	 	AGENTS AND LENDERS:
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, as
	 	 	a Lender and as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David B. Gookin
	 

	 	 	 	 
	 

	 	Name:
	 	David B. Gookin
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender and as Co-Syndication Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Raymond G. Dunning
	 

	 	 	 	 
	 

	 	Name:
	 	Raymond G. Dunning
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a 

Lender and as Co-Syndication Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Pablo Ogarrio
	 

	 	 	 	 
	 

	 	Name:
	 	Pablo Ogarrio
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA N.A., for itself, as

a Lender and as Co-Documentation Agent, and

as successor by merger to LASALLE BANK

NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ W. Thomas Barnett
	 

	 	 	 	 
	 

	 	Name:
	 	W. Thomas Barnett
	 

	 	Title:
	 	Senior Vice-President






 









 






	 	 	 	 	 
	 	 	BANK OF TOKYO-MITSUBISHI UFJ

TRUST COMPANY, as a Lender and as Co-Documentation Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ravneet Mumick
	 

	 	 	 	 
	 

	 	Name:
	 	Ravneet Mumick
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, as a Lender and as a Co-Managing

Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alain Daoust
	 

	 	 	 	 
	 

	 	Name:
	 	Alain Daoust
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher Reo Day
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher Reo Day
	 

	 	Title:
	 	Associate
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL

ASSOCIATION, as a Lender and as Co-Managing Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Patrick J. Kaufmann
	 

	 	 	 	 
	 

	 	Name:
	 	Patrick J. Kaufmann
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Lender and as Co-Managing Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Debra W. Riefner
	 

	 	 	 	 
	 

	 	Name:
	 	Debra W. Riefner
	 

	 	Title:
	 	Senior Vice-President






 









 






	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as a Lender and as Co-Managing Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William M. Feathers
	 

	 	 	 	 
	 

	 	Name:
	 	William M. Feathers
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	MORGAN STANLEY BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Melissa James
	 

	 	 	 	 
	 

	 	Name:
	 	Melissa James
	 

	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Frank M. Eassa
	 

	 	 	 	 
	 

	 	Name:
	 	Frank M. Eassa
	 

	 	Title:
	 	Assistant Vice President