Common use of AMENDMENTS TO NOTE PURCHASE AGREEMENTS Clause in Contracts

AMENDMENTS TO NOTE PURCHASE AGREEMENTS. Section 1.1. Section 1 of the Note Purchase Agreements is hereby amended by adding two new paragraphs at the end thereof reading in their entirety as set forth below: As an inducement to you entering into Amendment No. 1 to Note Purchase Agreements, the Company has executed and delivered or will cause to be executed and delivered, or simultaneously with the execution and delivery of Amendment No. 1 to Note Purchase Agreements will execute and deliver, and the Notes, together with all other Obligations (as defined in the Intercreditor Agreement described below), will be secured by, the Security Agreement dated as of July 1, 2003 (the "Security Agreement") from the Company and each Material Subsidiary to Bank of America, N.A., as Collateral Agent (the "Collateral Agent"), pursuant to which the Company and each Material Subsidiary shall grant a security interest (which shall be a pari passu, first priority, perfected security interest, subject to Liens permitted by Section 10.5) in the collateral defined therein to the Collateral Agent for the benefit of the holders of the Notes, certain other creditors of the Company and Bank of America, N.A. (the "Bank"), which Security Agreement will be substantially in the form attached to Amendment No. 1 to Note Purchase Agreements as Exhibit A. In addition, pursuant to that certain Intercreditor Agreement dated as of July 1, 2003 (the "Intercreditor Agreement") among the Company, the Bank, individually and as Collateral Agent, certain other creditors of the Company and the holders of the Notes, which shall be substantially in the form attached to Amendment No. 1 to Note Purchase Agreements as Exhibit B, the Bank, such other creditors and the holders of the Notes have agreed, among other things, to share in the manner set forth therein the proceeds arising from the disposition of Collateral subject to the Security Agreement. Section 1.2. A new sentence is hereby added to the end of Section 8.2 of the Note Purchase Agreements reading in its entirety as set forth below: If amounts are to be applied to the principal of the Notes pursuant to the terms of the Intercreditor Agreement, such principal amount together with interest owing thereon to the prepayment date pursuant to the Intercreditor Agreement and the Make-Whole Amount, if any, with respect to such principal amount of each Note shall be due and payable on such date. Section 1.3. The definition of "Reinvestment Yield" in Section 8.6 of the Note Purchase Agreements is hereby amended by replacing all references to "USD" with "PX-1" and all references to "duration" with "maturity".

AMENDMENTS TO NOTE PURCHASE AGREEMENTS. Section 1.1. Section 1 All references in the Note Purchase Agreements, or any other related agreement, to the term “Ladish Co., Inc.” shall be amended to refer to the term “ATI Xxxxxx LLC”. The Company for good and valuable consideration, the receipt of which is hereby acknowledged, for the benefit of each of the holders from time to time of the Notes, hereby irrevocably and unconditionally assumes and agrees to be bound by, and comply with, each of the covenants, terms and provisions of the Note Purchase Agreements is hereby amended by adding two new paragraphs at the end thereof reading in their entirety as set forth below: As an inducement to you entering into Amendment No. 1 to Note Purchase Agreements, the Company has executed and delivered or will cause to be executed and delivered, or simultaneously with the execution and delivery of Amendment No. 1 to Note Purchase Agreements will execute and deliveras amended hereby, and the Notes, together with all other Obligations (as defined including without limitation the payment in the Intercreditor Agreement described below), will be secured by, the Security Agreement dated as of July 1, 2003 (the "Security Agreement") from the Company and each Material Subsidiary to Bank of America, N.A., as Collateral Agent (the "Collateral Agent"), pursuant to which the Company and each Material Subsidiary shall grant a security interest (which shall be a pari passu, first priority, perfected security interest, subject to Liens permitted by Section 10.5) in the collateral defined therein to the Collateral Agent for the benefit full of the holders of the Notesprincipal of, certain other creditors of the Company interest on, and Bank of America, N.A. (the "Bank"), which Security Agreement will be substantially in the form attached to Amendment No. 1 to Note Purchase Agreements as Exhibit A. In addition, pursuant to that certain Intercreditor Agreement dated as of July 1, 2003 (the "Intercreditor Agreement") among the Company, the Bank, individually and as Collateral Agent, certain other creditors of the Company and the holders of the Notes, which shall be substantially in the form attached to Amendment No. 1 to Note Purchase Agreements as Exhibit B, the Bank, such other creditors and the holders of the Notes have agreed, among other things, to share in the manner set forth therein the proceeds arising from the disposition of Collateral subject to the Security Agreement. Section 1.2. A new sentence is hereby added to the end of Section 8.2 of the Note Purchase Agreements reading in its entirety as set forth below: If amounts are to be applied to the principal of the Notes pursuant to the terms of the Intercreditor Agreement, such principal amount together with interest owing thereon to the prepayment date pursuant to the Intercreditor Agreement and the Make-Whole Amount, if any, with respect from time to such principal amount of each Note shall be time due thereon and payable on such dateoutstanding thereunder as fully and as completely as if the Company were the original issuer thereunder and a party thereto. Section 1.31.2. The definition of "Reinvestment Yield" in Section 8.6 7.1(a) and 7.1(b) of the Note Purchase Agreements shall be and are hereby amended and restated as follows: (a) Quarterly Statements — within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations, subject to changes resulting from year-end adjustments; (b) Annual Statements — within 90 days after the end of each fiscal year of the Company, duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and ATI Xxxxxx LLC Fourth Amendment (ii) consolidated statements of income of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to annual financial statements generally, and accompanied by (x) a certification of a Senior Financial Officer that such financial statement fairly presents, in all material respects, the financial position of the companies being reported on and their results of operations, and (y) a management report, in reasonable detail, signed by a Senior Financial Officer, describing the operations and financial condition of the Company and its Subsidiaries for the fiscal year then ended together with and an overview of how the Company and its Subsidiaries fared in the fiscal year and also addressing any significant events, conditions, trends and contingencies that may affect future operations and financial condition of the Company and its Subsidiaries.” Section 1.3. Section 8.7(h) of the Note Purchase Agreements shall be and is hereby amended by replacing all references to "USD" with "PX-1" and all references to "duration" with "maturity".restated as follows:

AMENDMENTS TO NOTE PURCHASE AGREEMENTS. Section 1.1. Section 1 of the Note Purchase Agreements is hereby amended by adding two new paragraphs at the end thereof reading in their entirety as set forth below: "As an inducement to you entering into Amendment No. 1 to Note Purchase Agreements, the Company has executed and delivered or will cause to be executed and delivered, or simultaneously with the execution and delivery of Amendment No. 1 to Note Purchase Agreements will execute and deliver, and the Notes, together with all other Obligations (as defined in the Intercreditor Agreement described below), will be secured by, the Security Agreement dated as of July 130, 2003 2004 (the "Security Agreement") from the Company and each Material Subsidiary Security Guarantor to Bank of AmericaFleet Retail Group, N.A.Inc., as Collateral Agent collateral agent (the "Collateral Agent"), pursuant to which the Company and each Material Subsidiary Security Guarantor shall grant a security interest (which shall be a pari passu, first priority, perfected security interest, subject to Liens permitted by Section 10.5) in the collateral defined therein to the Collateral Agent for the benefit of the holders of the Notes, certain other creditors of the Company and Bank of America, N.A. (the "Bank"), which Security Agreement will be substantially in the form attached to Amendment No. 1 to Note Purchase Agreements as Exhibit A. In addition, pursuant to that certain Collateral Agency and Intercreditor Agreement dated as of July 130, 2003 2004 (the "Intercreditor Agreement") among the Company, the BankSecurity Guarantors, individually and as the Collateral Agent, certain other creditors of the Company Agent and the holders of the NotesSecured Parties, which shall be substantially in the form attached to Amendment No. 1 to Note Purchase Agreements as Exhibit B, the Bank, such other creditors Collateral Agent and the holders of the Notes Secured Parties have agreed, among other things, to share in the manner set forth therein the proceeds arising from the disposition of Collateral of the Company and each Security Guarantor subject to the Security Agreement." Section 1.2. A new sentence is hereby added to the end of Section 8.2 5.20 of the Note Purchase Agreements is hereby amended and restated reading in its entirety as set forth below: If amounts are to be applied to the principal of the Notes pursuant to the terms of the Intercreditor Agreement, such principal amount together with interest owing thereon to the prepayment date pursuant to the Intercreditor Agreement and the Make-Whole Amount, if any, with respect to such principal amount of each Note shall be due and payable on such date. Section 1.3. The definition of "Reinvestment Yield" in Section 8.6 of the Note Purchase Agreements is hereby amended by replacing all references to "USD" with "PX-1" and all references to "duration" with "maturity".:

AMENDMENTS TO NOTE PURCHASE AGREEMENTS. Section 1.1. Section 1 8.3(g) of the Note Purchase Agreements is hereby amended as of the date set forth in Section 2(c) hereof by adding two new paragraphs inserting “(a)” after the word “if” in the first sentence, replacing the period at the end thereof reading of the definition of “Change in their entirety as set forth below: As an inducement to you entering into Amendment No. 1 to Note Purchase AgreementsControl” with “, the Company has executed or” and delivered or will cause to be executed and delivered, or simultaneously with the execution and delivery of Amendment No. 1 to Note Purchase Agreements will execute and deliver, and the Notes, together with all other Obligations by inserting “(b) a “change in control” (as defined in the Intercreditor Agreement described below), will be secured by, the Security Agreement dated as of July 1, 2003 (the "Security Agreement"therein) from the Company and each Material Subsidiary to Bank of America, N.A., as Collateral Agent (the "Collateral Agent"), pursuant to which the Company and each Material Subsidiary shall grant a security interest (which shall be a pari passu, first priority, perfected security interest, subject to Liens permitted by Section 10.5) in the collateral defined therein to the Collateral Agent for the benefit occurs under any of the holders Company’s other outstanding indebtedness” as the last line of the Notes, certain other creditors definition of the Company and Bank of America, N.A. (the "Bank"), which Security Agreement will be substantially “Change in the form attached to Amendment No. 1 to Note Purchase Agreements as Exhibit A. In addition, pursuant to that certain Intercreditor Agreement dated as of July 1, 2003 (the "Intercreditor Agreement") among the Company, the Bank, individually and as Collateral Agent, certain other creditors of the Company and the holders of the Notes, which shall be substantially in the form attached to Amendment No. 1 to Note Purchase Agreements as Exhibit B, the Bank, such other creditors and the holders of the Notes have agreed, among other things, to share in the manner set forth therein the proceeds arising from the disposition of Collateral subject to the Security AgreementControl”. Section 1.2. A new sentence is hereby added to the end of Section 8.2 of the Note Purchase Agreements reading in its entirety as set forth below: If amounts are to be applied to the principal of the Notes pursuant to the terms of the Intercreditor Agreement, such principal amount together with interest owing thereon to the prepayment date pursuant to the Intercreditor Agreement and the Make-Whole Amount, if any, with respect to such principal amount of each Note shall be due and payable on such date. Section 1.3. The definition of "Reinvestment Yield" in Section 8.6 9.7(a) of the Note Purchase Agreements is hereby amended as of the date hereof by replacing inserting “or a Guaranty or direct liability with respect to any or all references present or future Debt of the Company” after the word “Agreement” in said Section 9.7(a). Section 1.3. Section 10.5 of the Note Purchase Agreements is hereby amended as of the date hereof by inserting “any Lien on the” in place of “any of the” in the third line of the preamble to "USD" such Section 10.5. Section 1.4. The definition of “Priority Debt” set forth on Schedule B to the Note Purchase Agreements is hereby amended as of the date hereof by deleting the phrase “whether as direct obligors or guarantors under the Bank Agreement”. Section 1.5. The definition of “Subsidiary Guarantor” set forth on Schedule B to the Note Purchase Agreements is hereby amended as of the date hereof by adding to the end thereof “or as a guarantor or direct obligor in respect of any other Debt of the Company; provided, however, that if such Subsidiary is organized in a jurisdiction other than the United States or Canada, then solely for purposes of determining “Priority Debt”, such Subsidiary shall not be deemed a Subsidiary Guarantor unless the Company provides to each holder of Notes a written opinion of independent counsel addressed to the holders of Notes to the effect that the Subsidiary Guarantee of such Subsidiary Guarantor has been duly authorized, executed and delivered by such Subsidiary Guarantor and constitutes a legal, valid and binding obligation enforceable against such Subsidiary Guarantor in accordance with "PX-1" its terms, subject to usual and all references customary exceptions and assumptions reasonably satisfactory to "duration" with "maturity"the Required Holders at the time such Subsidiary becomes obligated as a guarantor or direct obligor in respect of any other Debt of the Company”. Section 1.6. A new definition of “Second Amendment” is hereby added in alphabetical order to Schedule B to the Note Purchase Agreement as of the date hereof as follows:

AMENDMENTS TO NOTE PURCHASE AGREEMENTS. Section 1.1. Section 1 of the Note Purchase Agreements is hereby amended by adding two new paragraphs at the end thereof reading in their entirety as set forth below: As an inducement to you entering into Amendment No. 1 2 to Note Purchase Agreements, the Company has executed and delivered or will cause to be executed and delivered, or simultaneously with the execution and delivery of Amendment No. 1 2 to Note Purchase Agreements will execute and deliver, and the Notes, together with all other Obligations (as defined in the Intercreditor Agreement described below), will be secured by, the Security Agreement dated as of July 1, 2003 (the "Security Agreement") from the Company and each Material Subsidiary to Bank of America, N.A., as Collateral Agent (the "Collateral Agent"), pursuant to which the Company and each Material Subsidiary shall grant a security interest (which shall be a pari passu, first priority, perfected security interest, subject to Liens permitted by Section 10.5) in the collateral defined therein to the Collateral Agent for the benefit of the holders of the Notes, certain other creditors of the Company and Bank of America, N.A. (the "Bank"), which Security Agreement will be substantially in the form attached to Amendment No. 1 2 to Note Purchase Agreements as Exhibit A. In addition, pursuant to that certain Intercreditor Agreement dated as of July 1, 2003 (the "Intercreditor Agreement") among the Company, the Bank, individually and as Collateral Agent, certain other creditors of the Company and the holders of the Notes, which shall be substantially in the form attached to Amendment No. 1 2 to Note Purchase Agreements as Exhibit B, the Bank, such other creditors and the holders of the Notes have agreed, among other things, to share in the manner set forth therein the proceeds arising from the disposition of Collateral subject to the Security Agreement. Section 1.2. A new sentence is hereby added to the end of Section 8.2 of the Note Purchase Agreements reading in its entirety as set forth below: If amounts are to be applied to the principal of the Notes pursuant to the terms of the Intercreditor Agreement, such principal amount together with interest owing thereon to the prepayment date pursuant to the Intercreditor Agreement and the Make-Whole Amount, if any, with respect to such principal amount of each Note shall be due and payable on such date. Section 1.3. The definition of "Reinvestment Yield" in Section 8.6 of the Note Purchase Agreements is hereby amended by replacing all references to "USD" with "PX-1" and all references to "duration" with "maturity".