0000950123-10-046447 Sample Contracts

PERFORMANCE/RESTRICTED STOCK AGREEMENT
Performance/Restricted Stock Agreement • May 7th, 2010 • Allegheny Technologies Inc • Steel pipe & tubes • Pennsylvania

This Performance/Restricted Stock Agreement (the “Agreement”) made as of the 24th day of February 2010 by and between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Corporation”) and [NAME] (“the Employee”).

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TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM AWARD AGREEMENT
Award Agreement • May 7th, 2010 • Allegheny Technologies Inc • Steel pipe & tubes

Allegheny Technologies Incorporated (the “Company”) and the award recipient named below (“Participant”) enter into this Total Shareholder Return Incentive Compensation Program Agreement effective as of January 1, 2010.

KEY EXECUTIVE PERFORMANCE PLAN AGREEMENT
Key Executive Performance Plan Agreement • May 7th, 2010 • Allegheny Technologies Inc • Steel pipe & tubes • Pennsylvania

No KEPP Payments will be made under Level 1 if aggregate income before taxes of the Corporation for 2010, 2011 and 2012 is less than $300 million. No KEPP payment in excess of 10X will be made if aggregate income before taxes of the Corporation for 2010, 2011 and 2012 is in excess of $975 million.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 7th, 2010 • Allegheny Technologies Inc • Steel pipe & tubes • Pennsylvania

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”).

400,000,000.00 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among ATI FUNDING CORPORATION, a Delaware corporation, TDY HOLDINGS, LLC, a Delaware limited liability company, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, PNC BANK, NATIONAL...
Credit Agreement • May 7th, 2010 • Allegheny Technologies Inc • Steel pipe & tubes • Pennsylvania

THIS CREDIT AGREEMENT is dated July 31, 2007 and is made 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”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (as hereinafter defined) (hereinafter referred to in such capacity as the “Administrative Agent”), CITIBANK, N.A., in its capacity as co-syndication agent for the Lenders under this Agreement, JPMORGAN CHASE BANK, N.A., in its capacity as co-syndication agent for the Lenders under this Agreement (each a “Co-Syndication Agent” and hereinafter collectively referred to in such capacity as the “Co-Syndication Agents”), BANK OF AMERICA N.A., in its capacity as co-documentation agent for the Lenders under this Agreement, BAN

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