an over-allotment option which was exercised in full. The offering and sale of the Convertible Notes was made pursuant to the Company's shelf registration statement filed with the SEC.
The Convertible Notes were issued pursuant to the Indenture, as further supplemented by the Second Supplemental Indenture, dated June 2, 2009 (the "Convertible Notes Supplemental Indenture"), between the Company and the Trustee.
The Convertible Notes will accrue interest at the rate of 4.25% per annum and be payable in cash semi-annually in arrears on each June 1 and December 1, commencing December 1, 2009. The Convertible Notes will mature on June 1, 2014. The Company may not redeem the Convertible Notes prior to their stated maturity date. If the Company undergoes a fundamental change, holders of Convertible Notes may require the Company to repurchase the Convertible Notes in whole or in part for cash at a price equal to 100% of the principal amount of the Convertible Notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date.
Holders of Convertible Notes may convert their Convertible Notes at their option at any time prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date for the Convertible Notes. The initial conversion rate for the Convertible Notes will be 23.9263 shares of our common stock per $1,000 principal amount of Convertible Notes, equivalent to an initial conversion price of approximately $41.795 per share of the Company's common stock. The conversion rate and the conversion price may be adjusted under certain circumstances.
If an event of default with respect to the Convertible Notes occurs, the principal amount of the Convertible Notes, plus premium, if any, and accrued and unpaid interest may be declared immediately due and payable, subject to certain conditions. These amounts automatically become due and payable in the case of certain types of bankruptcy, insolvency or reorganization events of default involving the Company.
The foregoing is a summary of the material terms and conditions of the Indenture, as supplemented by the Convertible Notes Supplemental Indenture, and is not a complete discussion. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Indenture and the Convertible Notes Supplemental Indenture attached to this Current Report as Exhibits 4.1 and 4.3, respectively, which are incorporated herein by reference. A form of Convertible Note is included in Exhibit 4.3.
On June 2, 2009, the Company announced the completion of its offering of Convertible Notes by means of a press release that is set forth in its entirety in and filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment of Credit Agreement
On May 29, 2009, the Company announced that it amended certain definitions and financial covenants in its $400 million senior unsecured domestic revolving credit facility to provide

additional financial flexibility. The amendment restates the definition of consolidated earnings before interest and taxes and consolidated earnings before income, taxes, depreciation and amortization as used in the interest coverage and leverage ratios to exclude any non-cash pension expense or income and restates the definition of consolidated indebtedness used in the leverage ratio, which previously was based on gross indebtedness, to be net of cash on hand in excess of $50 million.
The amendment is evidenced by a First Amendment to Credit Agreement, dated May 29, 2009 (the "First Amendment"), by and among ATI Funding Corporation, TDY Holdings, LLC, the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent for the lenders. The foregoing is a summary of the material terms and conditions of the First Amendment and not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the First Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 4.1    Indenture, dated June 1, 2009, between Allegheny Technologies
               Incorporated and The Bank of New York Mellon, as Trustee.

Exhibit 4.2    First Supplemental Indenture, dated June 1, 2009, between Allegheny
               Technologies Incorporated and The Bank of New York Mellon, as
               Trustee.

Exhibit 4.3    Second Supplemental Indenture, dated June 2, 2009, between Allegheny
               Technologies Incorporated and The Bank of New York Mellon, as
               Trustee.

Exhibit 4.4    Form of 9.375% Senior Note due 2019 (included in Exhibit 4.2).

Exhibit 4.5    Form of 4.25% Convertible Senior Note due 2014 (included in
               Exhibit 4.3).

Exhibit 10.1   First Amendment to Credit Agreement, dated May 29, 2009, by and
               among ATI Funding Corporation, TDY Holdings, LLC, the guarantors
               party thereto, the lenders party thereto and PNC Bank, National
               Association, as administrative agent for the lenders.

Exhibit 99.1   Press release dated June 1, 2009.

Exhibit 99.2   Press release dated June 2, 2009.