EX-4.2






Exhibit 4.2




ALLEGHENY TECHNOLOGIES INCORPORATED




and




THE BANK OF NEW YORK MELLON,

as Trustee




FIRST SUPPLEMENTAL INDENTURE




DATED AS OF JUNE 1, 2009




TO THE INDENTURE




DATED AS OF JUNE 1, 2009




$350,000,000 principal amount of 9.375% Senior Notes due 2019




 









 






Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.01. Capitalized Terms
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.02. References
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.03. Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	GENERAL TERMS AND CONDITIONS OF THE NOTES
	 	 	4	 
	 
	 	 	 	 
	SECTION 2.01. Designation and Principal Amount
	 	 	4	 
	 
	 	 	 	 
	SECTION 2.02. Maturity
	 	 	5	 
	 
	 	 	 	 
	SECTION 2.03. Form and Payment
	 	 	5	 
	 
	 	 	 	 
	SECTION 2.04. Interest
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	ADDITIONAL COVENANTS
	 	 	6	 
	 
	 	 	 	 
	SECTION 3.01. Limitation on Liens
	 	 	6	 
	 
	 	 	 	 
	SECTION 3.02. Limitation on Sale and Leaseback Transactions
	 	 	7	 
	 
	 	 	 	 
	SECTION 3.03. Limitation on Guarantees
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	REDEMPTION OF THE NOTES
	 	 	7	 
	 
	 	 	 	 
	SECTION 4.01. Optional Redemption
	 	 	7	 
	 
	 	 	 	 
	SECTION 4.02. Purchase of Notes Upon a Change of Control Repurchase Event
	 	 	9	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	EVENTS OF DEFAULT 
	 	 	12	 
	 
	 	 	 	 





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	 	 	Page	 
	ARTICLE VI

	 
	 	 	 	 
	MISCELLANEOUS
	 	 	12	 
	 
	 	 	 	 
	SECTION 6.01. Ratification of Base Indenture
	 	 	12	 
	 
	 	 	 	 
	SECTION 6.02. Trust Indenture Act Controls
	 	 	12	 
	 
	 	 	 	 
	SECTION 6.03. Conflict with Indenture
	 	 	12	 
	 
	 	 	 	 
	SECTION 6.04. Governing Law
	 	 	12	 
	 
	 	 	 	 
	SECTION 6.05. Successors
	 	 	12	 
	 
	 	 	 	 
	SECTION 6.06. Counterparts
	 	 	13	 
	 
	 	 	 	 
	SECTION 6.07. Trustee Disclaimer
	 	 	13	 





ii








 








FIRST SUPPLEMENTAL INDENTURE





     FIRST SUPPLEMENTAL INDENTURE, dated as of June 1, 2009 (the
“Supplemental Indenture”), to the Base Indenture (defined below)
between Allegheny Technologies Incorporated, a corporation duly organized
and existing under the laws of Delaware (herein called the
“Company”), and The Bank of New York Mellon, a New York banking
corporation, as Trustee under the Indenture (herein called the
“Trustee”).



RECITALS




          WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of June 1, 2009 (the “Base Indenture”), providing for the issuance from time to time of
its Securities (as defined in the Base Indenture), to be issued in one or more series as therein
provided;




          WHEREAS, Sections 2.01, 3.01 and 9.01 of the Base Indenture provide that the Company, when
authorized by an Establishment Action (as defined in the Base Indenture), and the Trustee may,
without the consent of the Holders (as defined in the Base Indenture) of Securities, enter into one
or more supplemental indentures, in form satisfactory to the Trustee, to establish the form or
terms of Securities of any series permitted by the Base Indenture;




          WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the
establishment of a new series of its Securities to be known as its 9.375% Senior Notes due 2019
(the “Notes”), the form and substance of such Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Base Indenture and this Supplemental
Indenture (together, the “Indenture”);




          WHEREAS, the Company has duly authorized the creation and issuance of such Notes under the
Base Indenture, and has duly authorized the execution and delivery of this Supplemental Indenture
to modify the Base Indenture and to provide certain additional provisions as hereinafter described;
and




          WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental
Indenture, and all requirements necessary to make this Supplemental Indenture a valid instrument in
accordance with its terms, and to make the Notes, when executed by the Company and authenticated
and delivered by the Trustee, the valid and legally binding obligations of the Company, and all
acts and things necessary have been done and performed to make this Supplemental Indenture
enforceable in accordance with its terms, and the execution and delivery of this Supplemental
Indenture has been duly authorized in all respects.




W I T N E S S E T H:




          NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees
for the benefit of each other party and for the equal and ratable benefit of the Holders of the
Notes, as follows:




 









 





ARTICLE I




DEFINITIONS




          SECTION 1.01. Capitalized Terms. Capitalized terms used but not defined in this
Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.




          SECTION 1.02. References. References in this Supplemental Indenture to article and
section numbers shall be deemed to be references to article and section numbers of this
Supplemental Indenture unless otherwise specified.




          SECTION 1.03. Definitions. For purposes of this Supplemental Indenture, the following
terms have the meanings ascribed to them as follows:




          “Attributable Debt” in respect of a Sale and Leaseback Transaction means, as of any
particular time, the present value (discounted at the rate of interest implicit in the terms of the
lease involved in such Sale and Leaseback Transaction, as determined by the Company in good faith)
of the obligation of the lessee thereunder for net rental payments (excluding, however, any amounts
required to be paid by the lessee, whether or not designated as rent or additional rent, on account
of maintenance and repairs, services, insurance, taxes, assessments, water rates or similar charges
and any amounts required to be paid by the lessee thereunder contingent upon monetary inflation or
the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges) during the remaining term of that lease (including any period for which that lease has
been extended or may, at the option of the lessor, be extended).




          “Base Indenture” has the meaning provided in the recitals.




          “Change of Control” has the meaning provided in Section 4.02.




          “Change of Control Repurchase Event” has the meaning provided in Section 4.02.




          “Comparable Treasury Issue” has the meaning provided in Section 4.01.




          “Comparable Treasury Price” has the meaning provided in Section 4.01.




          “Consolidated Net Tangible Assets” means the total of all the assets appearing on the
consolidated balance sheet of the Company and its Subsidiaries, less the following: (A) current
liabilities; (B) intangible assets such as goodwill, trademarks, trade names, patents and
unamortized debt discount and expense; and (C) appropriate adjustments on account of minority
interests of other Persons holding stock in any Subsidiary of the Company.




          “Debt” means indebtedness for money borrowed.




          “Depositary” has the meaning provided in Section 2.03.




          “Domestic Subsidiary” means a Subsidiary formed under the laws of, or conducting its
principal operations within, the United States or any State or territory thereof.




2









 





          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt
or other obligation of such other Person (whether arising by virtue of partnership arrangements, or
by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Debt or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof, in whole or in part; provided that
the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course
of business. The term “Guarantee” used as a verb has a corresponding meaning.




          “Independent Investment Banker” has the meaning provided in Section 4.01.




          “Indenture” has the meaning provided in the recitals.




          “Interest Payment Date” has the meaning provided in Section 2.04.




          “Investment Grade” has the meaning provided in Section 4.02.




          “Lien” means any mortgage, pledge, lien, encumbrance, charge or security interest of
any kind, excluding certain liens relating to taxes, easements and similar liens arising in the
ordinary course of business.




          “Moody’s” has the meaning provided in Section 4.02.




          “Notes” has the meaning provided in the recitals.




          “Primary Treasury Dealer” has the meaning provided in Section 4.01.




          “Principal Property” means any manufacturing plant or other similar facility owned by
the Company or any Domestic Subsidiary, the book value of the real property, plant and equipment of
which (as shown, without deduction of any depreciation reserves, on the books of the owner or
owners) is not less than two percent of Consolidated Net Tangible Assets except (A) any such plant
or facility which the Board of Directors determines is not of material importance to the total
business conducted, or assets owned, by the Company and its Domestic Subsidiaries as an entirety or
(B) any portion of any such plant or facility which the Board of Directors determines not to be of
material importance to the use or operation thereof.




          “Purchase Price” has the meaning provided in Section 4.02.




          “Rating Agency” has the meaning provided in Section 4.02.




          “Rating Category” has the meaning provided in Section 4.02.




          “Rating Date” has the meaning provided in Section 4.02.




3









 








          “Ratings Event” has the meaning provided in Section 4.02.




          “Redemption Date” has the meaning provided in Section 4.02.




          “Reference Treasury Dealer” has the meaning provided in Section 4.01.




          “Reference Treasury Dealer Quotations” has the meaning provided in Section 4.01.




          “Regular Record Date” has the meaning provided in Section 2.04.




          “Remaining Life” has the meaning provided in Section 4.01.




          “S&P” has the meaning provided in Section 4.02.




          “Sale and Leaseback Transaction” means any arrangement with any Person providing for
the leasing to the Company or any Domestic Subsidiary of any Principal Property or portion thereof
(except for temporary leases for a term, including any renewal thereof, of not more than 36 months
and except for leases between the Company and a Subsidiary or between Subsidiaries), which
Principal Property (or portion thereof) has been or is to be sold or transferred by the Company or
such Domestic Subsidiary to such Person.




          “Subsidiary” means with respect to any Person, any corporation, association or other
business entity of which more than 50% of the outstanding voting stock is owned, directly or
indirectly, by such Person and one or more Subsidiaries of such Person (or combination thereof).
Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.




          “Supplemental Indenture” has the meaning provided in the preamble.




          “Treasury Rate” has the meaning provided in Section 4.01.




          “Voting Stock” has the meaning provided in Section 4.02.




ARTICLE II




GENERAL TERMS AND CONDITIONS OF THE NOTES




          SECTION 2.01. Designation and Principal Amount. The Notes are hereby authorized and
are designated the 9.375% Senior Notes due 2019, initially limited in aggregate principal amount to
$350,000,000. The Notes issued on the date hereof pursuant to the terms of this Indenture shall be
in an aggregate principal amount of $350,000,000, which amount shall be set forth in the Company
Order for the authentication and delivery of the Notes pursuant to Section 3.03 of the Base
Indenture. In addition, the Company may issue, from time to time in accordance with the provisions
of this Indenture, additional Notes having the same terms and conditions as the Notes issued on the
date hereof in all respects (except for the payment of interest accruing prior to the issue date of
such additional Notes), so that such additional Notes




4









 







shall be consolidated and form a single series with the Notes issued on the date hereof and
shall be governed by the terms of the Indenture.




          SECTION 2.02. Maturity. The principal amount of the Notes shall be due and payable on
June 1, 2019.




          SECTION 2.03. Form and Payment. The Notes shall be issued in substantially the form
set forth on Exhibit A hereto and shall have the terms set forth in such form and shall initially
be Global Securities for purposes of the Base Indenture. The Notes shall be issued in fully
registered book-entry form without coupons in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.




          The Depositary in respect of the Notes represented by Global Securities shall be The
Depository Trust Company. The Global Securities representing the Notes shall be deposited with, or
on behalf of, the Depositary and shall be registered in the name of its nominee, Cede & Co. Except
as otherwise set forth in Section 3.05 of the Base Indenture, the Global Securities may be
transferred, in whole and not in part, only to another nominee of the Depositary or to a successor
of the Depositary or its nominee.




          The Trustee shall act as Paying Agent for the Notes. The Company may choose to pay interest
by mailing checks or making wire transfers. All money paid by the Company to any Paying Agent that
remains unclaimed at the end of two years after the amount is due to Holders shall be repaid to the
Company, subject to any applicable abandoned property laws. After such two-year period, Holders
may look only to the Company for payment and not to the Trustee, any other Paying Agent or anyone
else. The Company may also arrange for additional payment offices, and may cancel or change these
offices, including any use of the Trustee’s Corporate Trust Office. The Company may appoint and
change the Paying Agent without prior notice to the Holders.




          SECTION 2.04. Interest. Interest on the Notes shall accrue at the rate of 9.375% per
annum. Interest on the Notes shall accrue from June 1, 2009 or the most recent Interest Payment
Date to which interest was paid or duly provided for. Interest on the Notes shall be payable
semiannually in arrears on June 1 and December 1, commencing on December 1, 2009 (each an
“Interest Payment Date”), to the Holders in whose names the Notes are registered at the
close of business on the May 15 and November 15 immediately preceding such Interest Payment Date
(each a “Regular Record Date”). Interest on the Notes shall be computed on the basis of a
360-day year comprised of twelve 30-day months.




          SECTION 2.05. No Sinking Fund. The provisions of Article XII of the Base Indenture
shall not be applicable to the Notes.




5









 









ARTICLE III




ADDITIONAL COVENANTS




          In addition to the covenants set forth in Article X of the Base Indenture, the Company also
covenants and agrees for the benefit of Notes, but not Securities of any other series, as follows:




          SECTION 3.01. Limitation on Liens. The Company shall not, and will not permit any of
its Domestic Subsidiaries, directly or indirectly, to issue, assume or guarantee any Debt if that
Debt is secured by any Lien upon any Principal Property (or portion thereof) of the Company or of
any Domestic Subsidiary of the Company or any shares of stock or Debt of any of its Domestic
Subsidiaries, whether owned on June 1, 2009 or thereafter acquired, without effectively securing
the Notes equally and ratably with that Debt, so long as such Debt is so secured. The foregoing
restriction does not apply to:





     (i) Liens on any property acquired, constructed or improved by the Company or any
Domestic Subsidiary of the Company after June 1, 2009, which are created or assumed
contemporaneously with or within three years after its acquisition, or completion of
construction or improvement (or within six months thereafter pursuant to a firm commitment
for financing arrangements entered into within that three-year period) to secure or provide
for the payment of the Purchase Price or cost thereof, or Liens existing on any property at
the time of its acquisition;




     (ii) Liens existing on any property, shares of stock or indebtedness acquired from a
Person merged with or into the Company or a Domestic Subsidiary of the Company after June 1,
2009;




     (iii) with respect to any corporation that becomes a Domestic Subsidiary of the Company
after June 1, 2009, Liens on property of, or shares of stock or indebtedness issued by, any
such corporation existing at the time it becomes a Domestic Subsidiary and not incurred in
connection with or in anticipation of such corporation becoming a Domestic Subsidiary;




     (iv) Liens to secure Debt of a Domestic Subsidiary owed to the Company or Debt of one
of the Domestic Subsidiaries of the Company owed to another Domestic Subsidiary of the
Company;




     (v) Liens in favor of governmental bodies to secure partial, progress, advance or other
payments pursuant to any contract or statute;




     (vi) any Lien existing on June 1, 2009; or




     (vii) Liens for the sole purpose of extending, renewing or replacing Debt, in whole or
in part, secured by any Lien referred to in the foregoing clauses (i) to (vi), inclusive;
provided, however, that the principal amount of Debt secured by that Lien
shall not exceed the principal amount of Debt so secured at the time of such extension,
renewal or



6









 







replacement, and that such extension, renewal or replacement shall be limited to the
property that secured the Lien so extended, renewed or replaced (plus improvements on such
property).



          The limitation on Liens described in this Section 3.01 shall not apply to the issuance,
assumption or guarantee by the Company or any Domestic Subsidiary of the Company of Debt secured by
a Lien which would otherwise be subject to the foregoing restrictions up to an aggregate amount
which, together with all other Debt of the Company and of the Domestic Subsidiaries of the Company
secured by Liens (not including Liens permitted under the foregoing exceptions) and the
Attributable Debt with respect to Sale and Leaseback Transactions existing at that time (other than
Sale and Leaseback Transactions in which the property involved would have been permitted to be
subject to a Lien under clause (i) above), does not exceed 10% of Consolidated Net Tangible Assets.




          SECTION 3.02. Limitation on Sale and Leaseback Transactions. The Company and the
Domestic Subsidiaries of the Company are prohibited from entering into Sale and Leaseback
Transactions unless:





     (i) the Company or such Domestic Subsidiary of the Company would be entitled to incur
Debt secured by a Lien on the Principal Property to be leased without equally and ratably
securing the Notes, pursuant to clauses (i) — (vii) under Section 3.01 above; or the
Attributable Debt with respect thereto would be an amount permitted under the last paragraph
of Section 3.01 above; or




     (ii) the Company or such Domestic Subsidiary of the Company shall, within 180 days of
the effective date of any such arrangement, apply an amount equal to the proceeds from such
Sale and Leaseback Transaction to the payment or other retirement of Debt that ranks senior
to or equal with the Notes (other than, in either case, Debt owed by the Company or any
Subsidiary), or to the purchase of other Principal Property.



          SECTION 3.03. Limitation on Guarantees. The Company and the Domestic Subsidiaries of
the Company are prohibited from entering into any agreement pursuant to which any such Domestic
Subsidiary of the Company guarantees the payment of Debt incurred by the Company without providing
that the Notes be equally and ratably guaranteed by such Domestic Subsidiary of the Company.




ARTICLE IV




REDEMPTION OF THE NOTES




          SECTION 4.01. Optional Redemption. The Company may redeem the Notes, at its option,
at any time in whole, or from time to time in part, at a price equal to the greater of:





     (i) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to
the Redemption Date; or



7









 






     (ii) the sum of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed, exclusive of interest accrued to the date of
redemption, discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis
points, plus, in each case, accrued interest to the Redemption Date.



          For purposes of determining the optional redemption price, the following definitions are
applicable:




          “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term (the
“Remaining Life”) of the Notes that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes.




          “Comparable Treasury Price” means, with respect to any Redemption Date, the average of
the Reference Treasury Dealer Quotations obtained by the Company for that Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Company
is unable to obtain at least four such Reference Treasury Dealer Quotations, the average of all
Reference Treasury Dealer Quotations obtained by the Company.




          “Independent Investment Banker” means Citigroup Global Markets Inc. or J.P. Morgan
Securities Inc., and their respective successors, as selected by the Company or, if such firms are
unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Company.




          “Reference Treasury Dealer” means Citigroup Global Markets Inc., J.P. Morgan
Securities Inc. and their respective successors and at least two other primary U.S. government
securities dealers in New York City (each, a “Primary Treasury Dealer”) selected by the
Independent Investment Banker; provided, however, that if any of the foregoing
shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary
Treasury Dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date for the Notes, the average, as determined by the Company, of the bid
and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee by the Reference Treasury Dealer at 3:30 p.m.,
New York City time, on the third business day preceding the Redemption Date.




          “Treasury Rate” means, with respect to any Redemption Date, (i) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Remaining



8









 






Life, yields for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from
such yields on a straight line basis, rounded to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding such
Redemption Date.




          SECTION 4.02. Purchase of Notes Upon a Change of Control Repurchase Event.   If a
Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the
Notes as described under Section 4.01 above, the Company will be required to make an offer to each
Holder of the Notes to repurchase all or any part (in a principal amount of $2,000 and in integral
multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the
“Purchase Price”) in cash equal to 101% of the aggregate principal amount of the Notes
repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including,
the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the
Company’s option, prior to any Change of Control, but after the public announcement of the Change
of Control, the Company will mail a notice to each Holder, with a copy to the Trustee, describing
the transaction or transactions that constitute or may constitute the Change of Control Repurchase
Event and offering to repurchase the Notes on the payment date specified in the notice (the
“Repurchase Date”), which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation
of the Change of Control, state that the offer to purchase is conditioned on a Change of Control
Repurchase Event occurring on or prior to the payment date specified in the notice. The Company
will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities
laws and regulations thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event.
To the extent that the provisions of any securities laws or regulations conflict with the Change of
Control Repurchase Event provisions of the Notes, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached the Company’s obligations
under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.




          On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to
the extent lawful:





     (i) accept for payment all the Notes or portions of the Notes properly tendered
pursuant to the Company’s offer;




     (ii) deposit with the Paying Agent an amount equal to the aggregate Purchase Price in
respect of all the Notes or portions of the Notes properly tendered; and




     (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted,
together with an Officers’ Certificate stating the aggregate principal amount of Notes being
purchased by the Company.



9









 





          The Paying Agent will promptly deliver to each Holder of Notes properly tendered, the Purchase
Price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of any Notes surrendered.




          The Company will not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Company and such third party
purchases all Notes properly tendered and not withdrawn under its offer.




          For purposes hereof, the following definitions are applicable:




          “Change of Control” means the occurrence of any one of the following:





     (i) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act)) other than to the Company or one of its Subsidiaries;




     (ii) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any Person (including any “person” (as that term
is used in Section 13(d)(3) of the Exchange Act)) becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50%
of the outstanding Voting Stock of the Company, measured by voting power rather than number
of shares;




     (iii) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of the Company or such other Person
is converted into or exchanged for cash, securities or other property, other than any such
transaction where the shares of the Voting Stock of the Company outstanding immediately
prior to such transaction constitute, or are converted into or exchanged for, a majority of
the Voting Stock of the surviving Person immediately after giving effect to such
transaction;




     (iv) the first day on which the majority of the members of the Board of Directors cease
to be Continuing Directors; or




     (v) the adoption of a plan relating to the liquidation or dissolution of the Company.



          “Change of Control Repurchase Event” means the occurrence of both a Change of Control
and a Ratings Event.




          “Continuing Director” means, as of any date of determination, any member of the Board
of Directors who (1) was a member of such Board of Directors on June 1, 2009 or (2) was



10









 






nominated for election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board of Directors at the time of such
nomination or election.




          “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent
under any successor Rating Categories of Moody’s), a rating of BBB- or better by S&P (or its
equivalent under any successor Rating Categories of S&P) and the equivalent Investment Grade credit
rating from any additional Rating Agency or Rating Agencies selected by the Company.




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




          “Rating Agency” means (1) each of Moody’s and S&P and (2) if either of Moody’s or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the control of the Company, a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-l(e)(2)(vi)(F) under the Exchange Act, selected by the Company (as
certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or
both, as the case may be.




          “Rating Category” means (i) with respect to S&P, any of the following categories: BBB,
BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s, any of
the following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and
(iii) the equivalent of any such category of S&P or Moody’s used by another Rating Agency. In
determining whether the rating of the Notes has decreased by one or more gradations, gradations
within Rating Categories (+ and — for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for
another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in
a rating from BB+ to BB, as well as from BB- to B+, will constitute a decrease of one gradation).




          “Rating Date” means the date that is 60 days prior to the earlier of (i) a Change of
Control or (ii) public notice of the occurrence of a Change of Control or of the intention by the
Company to affect a Change of Control.




          “Ratings Event” means the occurrence of the events described in (a) or (b) of this
definition on, or within 60 days after the earlier of, (i) the occurrence of a Change of Control or
(ii) public notice of the occurrence of a Change of Control or the intention by the Company to
effect a Change of Control (which period shall be extended so long as the rating of the Notes is
under publicly announced consideration for a possible downgrade by any of the Rating Agencies):
(a) if the Notes are rated by both Rating Agencies on the Rating Date as Investment Grade, the
rating of the Notes shall be reduced so that the Notes are rated below Investment Grade by both
Rating Agencies or (b) if the Notes are rated below Investment Grade by at least one Rating Agency,
the ratings of the Notes by both Rating Agencies shall be decreased by one or more gradations
(including gradations within Rating Categories, as well as between Rating Categories) and the Notes
are then rated below Investment Grade by both Rating Agencies.




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




11









 








          “Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) as of any date means the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.




ARTICLE V




EVENTS OF DEFAULT




          In addition to the Events of Default set forth in Section 5.01 of the Base Indenture, the
Notes, but not Securities of any other series, shall also be subject to the following Events of
Default:





     (i) a failure by the Company to repurchase Notes tendered for repurchase following the
occurrence of a Change of Control Repurchase Event in conformity with Section 4.02 above;
and




     (ii) a failure by the Company or any of its Subsidiaries to pay any Debt, within any
applicable grace period after final maturity or the acceleration by the holders thereof, if
the total amount of such Debt unpaid or accelerated exceeds $50,000,000.



ARTICLE VI




MISCELLANEOUS




          SECTION 6.01. Ratification of Base Indenture. The Base Indenture, as supplemented by
this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental
Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and
therein provided.




          SECTION 6.02. Trust Indenture Act Controls. If any provision hereof limits, qualifies
or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the
imposed duties shall control.




          SECTION 6.03. Conflict with Indenture. To the extent not expressly amended or
modified by this Supplemental Indenture, the Base Indenture shall remain in full force and effect.
If any provision of this Supplemental Indenture relating to the Notes is inconsistent with any
provision of the Base Indenture, the provision of this Supplemental Indenture shall control.




          SECTION 6.04. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          SECTION 6.05. Successors. All agreements of the Company in the Base Indenture, this
Supplemental Indenture and the Notes shall bind its successors.




12









 








          SECTION 6.06. Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.




          SECTION 6.07. Trustee Disclaimer. The Trustee makes no representation as to the
validity or adequacy of this Supplemental Indenture or the Notes other than the Trustee’s
Certificate of Authentication. The recitals and statements herein and in the Notes are deemed to
be those of the Company and not the Trustee. The Trustee shall not be accountable for the use by
the Company of the proceeds of the Notes.




[Signature Page Follows]




13









 








          IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly
executed as of the day and year first above written.




	 	 	 	 	 	 	 	 	 
	 	ALLEGHENY TECHNOLOGIES INCORPORATED	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Jon D. Walton	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jon D. Walton	 	 
	 

	 	 	 	Title:
	 	Executive Vice President,	 	 
	 

	 	 	 	 	 	Human Resources, Chief Legal and	 	 
	 

	 	 	 	 	 	Compliance Officer, General	 	 
	 

	 	 	 	 	 	Counsel and Corporate Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,	 	 
	 	     as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Mary Miselis	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mary Miselis	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






14









 





[Signature Page]





15









 








EXHIBIT A



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO,
OR REGISTERED OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION
OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.




Form of Global Security Representing the Notes




[FACE OF NOTE]




	 	 	 
	9.375% Note due 2019
	 	CUSIP 01741R AC6
	 	 	 
	No.
	 	$






          ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Company”, which term
includes any successor under the Indenture hereinafter referred to), for value received, promises
to pay to [the order of [•]][if global notes: CEDE & CO.], or its registered assigns, the principal
sum of [•] DOLLARS ($[•])[if global note: the amount set forth on the Schedule of Exchanges of
Interests in the Global Note attached hereto] on June 1, 2019.




	 	 	 
	Interest Rate:

	 	9.375% per annum 
	Interest Payment Dates:

	 	June 1 and December 1, commencing
	 

	 	December 1, 2009
	Regular Record Dates:

	 	May 15 and November 15






          Reference is hereby made to the further provisions of the Note set forth on the reverse
hereof, which will for all purposes have the same effect as if set forth at this place.




 









 








          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.




	 	 	 	 	 	 	 	 	 
	Date:	 	 	ALLEGHENY TECHNOLOGIES INCORPORATED	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 






          This is one of the Securities of the series designated therein referred to in the within
mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON,	 	 
	 	 	     as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 







 









 








[REVERSE SIDE OF NOTE]




ALLEGHENY TECHNOLOGIES INCORPORATED




9.375% Senior Note due 2019




1. Principal and Interest.




          The Company promises to pay the principal of this Note on June 1, 2019.




          The Company promises to pay interest on the principal amount of this Note on each Interest
Payment Date, as set forth on the face of this Note, at the rate of 9.375% per annum.




          Interest will be payable semiannually (to the Holders of record of the Notes at the close of
business on each Regular Record Date, as set forth on the face of this Note, immediately preceding
the Interest Payment Date) on each Interest Payment Date, commencing December 1, 2009.




          Interest on this Note will accrue from the most recent date to which interest has been paid on
this Note (or, if there is no existing default in the payment of interest and if this Note is
authenticated between a Regular Record Date and the next Interest Payment Date, from such Interest
Payment Date) or, if no interest has been paid, from June 1, 2009. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.




2. Indenture.




          This Global Security is one of a duly authorized issue of securities of the Company (herein
called the “Notes”) issued under the Indenture, dated as of June 1, 2009 (the “Base Indenture”),
between the Company and The Bank of New York Mellon, as Trustee, as supplemented by the First
Supplemental Indenture, dated as of June 1, 2009 (the “Supplemental Indenture”, and, together with
the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon, as
Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise
indicated. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and
Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such
terms. To the extent permitted by applicable law, in the event of any inconsistency between the
terms of this Note and the terms of the Indenture, the terms of the Indenture will control.




          The Notes are general unsecured obligations of the Company. The Indenture limits the original
aggregate principal amount of the Notes to $350,000,000, but additional Notes may be issued
pursuant to the Indenture, and the originally issued Notes and all such additional Notes vote
together for all purposes as a single class.




 









 








3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.




          This Note is subject to redemption by the Company at any time, as further described in the
Indenture. There is no sinking fund or mandatory redemption applicable to this Note.




          If the Company deposits with the Trustee money or U.S. Government Securities sufficient to pay
the then Outstanding principal of, premium, if any, and accrued interest on the Notes to redemption
or maturity, the Company may in certain circumstances be discharged from the Indenture and the
Notes or may be discharged from certain of its obligations under certain provisions of the
Indenture.




4. Registered Form; Denominations; Transfer; Exchange.




          The Notes are in registered form without coupons in denominations of $2,000 principal amount
and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of
Notes in accordance with the Indenture. The Company or Security Registrar may require a Holder to
furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during
which the Company will not be required to issue, register the transfer of or exchange any Note or
certain portions of a Note.




5. Defaults and Remedies.




          If an Event of Default (other than certain bankruptcy defaults), as defined in the Indenture,
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the
Notes then Outstanding may declare all the Notes to be due and payable. If certain bankruptcy
defaults with respect to the Company occur and are continuing, the Notes automatically become due
and payable. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture
or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the
Notes then Outstanding may direct the Trustee in its exercise of remedies.




6. Amendment and Waiver.




          Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be
waived, with the consent of the Holders of a majority in principal amount of the Outstanding Notes.
Without notice to or the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency.




7. Authentication.




          This Note is not valid until the Trustee signs the certificate of authentication on the other
side of this Note.




 









 








8. Abbreviations.




          Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to
Minors Act).



The Company will furnish a copy of the Indenture to any Holder upon written request and without
charge.




 









 








ASSIGNMENT FORM




To assign this Note, fill in the form below and have your signature guaranteed:




I or we assign and transfer this Note to:



 



(Print or type name, address and zip code and social security or tax ID number of assignee)




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 





agent to transfer this Note on the books of the Company. The agent may substitute another to act
for him.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	Signed:	 	 
	 
	 	 	 	 	 	(Sign exactly as your name appears on the other side of this Note)






Signature Guarantee:



(Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion
Program or other signature guarantor program reasonably acceptable to the Trustee)




 









 








SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY




          The initial principal amount of this Global SECURITY is $[•]([•] DOLLARS). The following increases
or decreases in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of decrease	 	 	 	 	 	 	Principal Amount of	 	 	 	 
	 	 	in Principal Amount	 	 	Amount of increase in	 	 	this Global Security	 	 	 	 
	Date of	 	of this Global	 	 	Principal Amount of	 	 	following such decrease	 	 	Signature of authorized officer of Trustee	 
	Exchange	 	Security	 	 	this Global Security	 	 	or increase	 	 	or Notes Custodian