SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.3

ALLEGHENY TECHNOLOGIES INCORPORATED

and

THE BANK OF NEW YORK MELLON,
as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of June 2, 2009

TO THE INDENTURE

Dated as of June 1, 2009

Relating to

$402,500,000 principal amount of

4.25% Convertible Senior Notes due 2014

Table of Contents

     SECOND SUPPLEMENTAL INDENTURE, dated as of June 2, 2009 (this “ Supplemental Indenture ”), to the Indenture (defined below) between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation (the “ Company ”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee under the Indenture (the “ Trustee ”).

          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 (“ Securities ”);

          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, as supplemented by the First Supplemental Indenture, dated as of June 1, 2009 (the “ Base Indenture, as heretofore supplemented ”), the Company duly authorized the creation and issuance of a series of its Securities designated as the 9.375% Senior Notes due 2019, of which $350,000,000 aggregate principal amount were issued and are Outstanding on the date hereof;

          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 4.25% Convertible Senior Notes due 2014 (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 supplement 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:

          “ Additional Interest ” means all amounts, if any, payable pursuant to Section 6.02.

          “ Additional Shares ” has the meaning provided in Section 5.04(a).

          “ Adjustment Event ” has the meaning provided in Section 5.02(l).

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

          “ Base Indenture, as heretofore supplemented ” has the meaning provided in the recitals.

          “ Beneficial Owner ” means any person who is considered a beneficial owner of a security in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act.

          “ Clearstream ” means Clearstream Banking S.A.

          “ Common Stock ” means the Common Stock, par value $0.10 per share, of the Company existing on the Issue Date or any other shares of capital stock into which such Common Stock shall be reclassified or changed.

          “ Company Notice ” has the meaning provided in Section 4.01(b).

          “ Company Notice Date ” has the meaning provided in Section 4.01(b).

          “ Conversion Agent ” means the office or agency appointed by the Company where Notes may be presented for conversion. The Conversion Agent shall initially be the Trustee.

          “ Conversion Date ” has the meaning provided in Section 5.01(a).

          “ Conversion Price ” means, in respect of each $1,000 principal amount of Notes, $1,000 divided by the Conversion Rate, as may be adjusted from time to time as set forth herein.

          “ Conversion Rate ” means, in respect of each $1,000 principal amount of Notes, initially 23.9263 shares of Common Stock, subject to adjustment as set forth herein.

          “ Depositary ” has the meaning provided in Section 2.07.

          “ Determination Date ” has the meaning provided in Section 5.02(l).

          “ Effective Date ” has the meaning provided in Section 5.04(c).

          “ Euroclear ” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

          “ Ex-Dividend Date ” means the first date on which the shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance or distribution in question.

          “ Expiration Time ” has the meaning provided in Section 5.02(e).

          “ Fair Market Value ” means the amount that a willing buyer would pay a willing seller in an arm’s length transaction.

          A “ Fundamental Change ” shall be deemed to have occurred at the time after the Notes are originally issued that any of the following occurs:

     (1) a “ person ” or “ group ” within the meaning of Section 13(d) of the Exchange Act other than the Company, a Subsidiary of the Company or any employee benefit plans of the Company or a Subsidiary of the Company files a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant to the Exchange Act disclosing that such person has become the direct or indirect “Beneficial Owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of all shares of the Company’s common equity entitled to vote generally in the election of directors, unless such Beneficial Ownership arises as a result of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act; provided that no person or group shall be deemed to be the Beneficial Owner of any securities tendered pursuant to a tender or exchange offer made by or on

behalf of such person or group until such tendered securities are accepted for purchase or exchange under such offer;

     (2) consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets or (B) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock shall be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s Subsidiaries, other than any transaction:

     (a) involving a consolidation or merger that does not result in a reclassification, conversion, exchange or cancellation of the outstanding Common Stock;

     (b) where the Holders of more than 50% of all classes of the Company’s common equity immediately prior to such transaction that is a statutory share exchange, consolidation or merger own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving entity or transferee or the parent entity thereof immediately after such transaction; or

     (c) that is effected solely to change the Company’s jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity; or

     (3) the Common Stock (or other capital stock or American Depositary Receipts into which the Notes are then convertible pursuant to the terms of the Indenture) ceases to be listed on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successors);

provided , however , that a Fundamental Change as a result of clause (2) above shall not be deemed to have occurred if 90% or more of the consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in connection with the transaction or transactions constituting the Fundamental Change consists of shares of capital stock or American Depositary Receipts traded on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successors) or which shall be so traded when issued or exchanged in connection with the transaction that would otherwise be a Fundamental Change (these securities being referred to as “ Publicly Traded Securities ”) and as a result of this transaction or

transactions the Notes become convertible into such Publicly Traded Securities, excluding cash payments for fractional shares.

          “ Fundamental Change Purchase Date ” has the meaning provided in Section 4.01(a).

          “ Fundamental Change Purchase Notice ” has the meaning provided in Section 4.01(c).

          “ Fundamental Change Purchase Price ” has the meaning provided in Section 4.01(a).

          “ Indenture ” has the meaning provided in the recitals.

          “ Initial Dividend Threshold ” has the meaning provided in Section 5.02(d).

          “ Interest Payment Date ” has the meaning provided in Section 2.08(a).

          “ Issue Date ” means June 2, 2009.

          “ Last Reported Sale Price ” of the Common Stock on any Trading Day means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) of the Common Stock on that Trading Day as reported in composite transactions for the principal United States national or regional securities exchange on which the Common Stock is traded or, if the Common Stock is not listed for trading on a United States national or regional securities exchange on the relevant Trading Day, the Last Reported Sale Price shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant Trading Day as reported by the National Quotation Bureau or similar organization selected by the Company. If the Common Stock is not so listed or quoted, the Last Reported Sale Price shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for such purpose.

          “ Notes ” has the meaning provided in the recitals.

          “ Officer ” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company.

          “ Paying Agent ” has the meaning provided in Section 2.07.

          “ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.

          “ Publicly Traded Securities ” has the meaning provided in the definition of Fundamental Change in this Section 1.03.

          “ Record Date ” means, in respect of a dividend or distribution to holders of Common Stock, the date fixed for determination of holders of Common Stock entitled to receive such dividend or distribution.

          “ Reference Property ” has the meaning provided in Section 5.03(a).

          “ Regular Record Date ” for the payment of interest on the Notes (including Additional Interest, if any), means the May 15 (whether or not a Business Day) immediately preceding the Interest Payment Date on June 1 and the November 15 (whether or not a Business Day) immediately preceding the Interest Payment Date on December 1.

          “ Reorganization Event ” has the meaning provided in Section 5.03(a).

          “ Scheduled Trading Day ” means a day that is scheduled to be a Trading Day on the primary securities exchange or market on which the Common Stock is listed or admitted to trading. If the Common Stock is not so listed or admitted to trading, “ Scheduled Trading Day ” means a Business Day.

          “ Securities ” has the meaning provided in the recitals.

          “ Security Registrar ” means the Trustee.

          “ Settlement Date ” has the meaning provided in Section 5.01(a).

          “ Spin-Off ” has the meaning provided in Section 5.02(c).

          “ Stated Maturity Date ” means June 1, 2014.

          “ Stock Price ” means, with respect to a Fundamental Change, (i) if such Fundamental Change is a transaction described in clause (1) or (2) of the definition thereof and holders of Common Stock receive only cash as a result of such Fundamental Change, the cash amount paid per share of the Common Stock and (ii) in all other cases, the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Effective Date.

          “ Subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity owning a majority of the shares of securities or other interests having ordinary voting power for the election of directors or another governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned directly or indirectly through one or more intermediaries, or both by the parent.

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

          “ Trading Day ” means a day during which trading in securities generally occurs on the principal United States national or regional securities exchange on which the Common Stock is then listed or admitted to trading or, if the Common Stock is not then listed or admitted to trading on a United States national or regional securities exchange, in the principal other market on which the Common Stock is then traded; provided , however , that if the Common Stock is not so listed or traded, “ Trading Day ” means a Business Day.

          “ Withholding Agent ” means the office or agency appointed by the Company to withhold the appropriate amount from any payment, to which withholding applies, made by the Company to a Holder in respect of the Notes. The Withholding Agent appointed by the Company shall initially be the Trustee.

          “ $ ” means United States dollars.

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 4.25% Convertible Senior Notes due 2014, initially limited in aggregate principal amount to $402,500,000. 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 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[; provided , however , that any such additional Notes must be part of the same issue as the previously issued Notes for U.S. Federal income tax purposes].

          SECTION 2.02. Maturity. The principal amount of the Notes shall be payable on June 1, 2014.

          SECTION 2.03. No Optional Redemption. The Notes issued under this Supplemental Indenture shall not be redeemable at the election of the Company prior to their Stated Maturity.

          SECTION 2.04. No Sinking Fund. No sinking fund will be provided with respect to the Notes.

          SECTION 2.05. No Defeasance and Covenant Defeasance. The Notes shall not be subject to Article XIII of the Base Indenture.

          SECTION 2.06. Limited Satisfaction and Discharge. The Notes shall not be subject to Section 4.01(1)(B)of the Base Indenture.

          SECTION 2.07. 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 $1,000 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 (“ DTC ”). 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 2.08. Interest. (a) Interest on the Notes shall accrue at the rate of 4.25% per annum from and including the date specified on the face of such Notes until the principal thereof is paid, deemed paid, or made available for payment. 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 ”). Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date (other than an Interest Payment Date coinciding with the Stated Maturity Date or earlier required repurchase date upon a Fundamental Change) of a Note falls on a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day and no interest on such payment shall accrue for the period from the Interest Payment Date to the next succeeding Business Day. If the Stated Maturity Date falls on a day that is not a Business Day, any required payments of interest and principal shall be made on the next succeeding Business Day and no interest (or Additional Interest) on such payment shall accrue for the period from and after the Stated Maturity Date to such next succeeding Business Day. If a Fundamental Change Purchase Date falls on a day that is not a Business Day, the Company shall purchase the Notes tendered for purchase on the next succeeding Business Day and no interest (or Additional

Interest) on such Notes shall accrue for the period from and after the earlier Fundamental Change Purchase Date to such next succeeding Business Day.

          (b) Holders of Notes at 5:00 p.m., New York City time, on a Regular Record Date shall receive payment of interest (including any Additional Interest) payable on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after 5:00 p.m., New York City time on such Regular Record Date. Notes surrendered for conversion during the period after 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including any Additional Interest) that the Holder is to receive on the Notes on such Interest Payment Date; provided , however , that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Stated Maturity Date; (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (iii) to the extent of any overdue interest (including any overdue Additional Interest), if any overdue interest exists at the time of conversion with respect to such Note. The Company’s delivery to the Holder of the shares of Common Stock, together with any cash payment for any fractional shares into which a Note is convertible, shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Note and (ii) accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date.

ARTICLE III

[reserved]

ARTICLE IV

Purchase of Notes at the Option of Holders upon a Fundamental Change

          SECTION 4.01. Purchase of Notes at the Option of Holders upon a Fundamental Change. (a)  If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s option, to require the Company to purchase any or all of the Holder’s Notes, or any portion of the principal amount thereof, that is equal to $1,000 or an integral multiple thereof at a purchase price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest, including Additional Interest, if any, to but excluding the Fundamental Change Purchase Date (the “ Fundamental Change Purchase Price ”); provided , however , that if the Fundamental Change Purchase Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay accrued and unpaid interest plus Additional Interest, if any, to but excluding the Fundamental Change Purchase Date to the record Holder on the Regular Record Date corresponding to such Interest Payment Date and the Fundamental Change Purchase Price payable to the Holder who presents the Note for repurchase shall be 100% of the principal amount of such Note. The

Fundamental Change Purchase Date shall be a Business Day specified by the Company that is no later than the 35th calendar day following the date of the Company Notice delivered in connection with such Fundamental Change pursuant to Section 4.01(b) (subject to extension to comply with applicable law, as provided in Section 4.02(d)) (the “ Fundamental Change Purchase Date ”). Any Notes purchased by the Company shall be paid for in cash.

          (b) Notice of Fundamental Change. The Company shall deliver, or cause to be delivered in accordance with the last paragraph of this Section 4.01(b), notice of the occurrence of a Fundamental Change and of the purchase rights arising as a result thereof (each, a “ Company Notice ”) to the Holders at their addresses shown in the Security Register maintained by the Security Registrar, and to the Trustee and the Paying Agent, on or before the 20th calendar day after the occurrence of the Fundamental Change (each such date of delivery, a “ Company Notice Date ”). Each Company Notice shall include a form of Fundamental Change Purchase Notice to be completed by a Holder and shall state:

     (i) the events causing the Fundamental Change;

     (ii) the date of the Fundamental Change;

     (iii) the last date on which a Holder may exercise its repurchase rights under Section 4.01;

     (iv) the Fundamental Change Purchase Price;

     (v) the Fundamental Change Purchase Date;

     (vi) the name and address of the Paying Agent and the Conversion Agent;

     (vii) the applicable Conversion Rate and, if applicable, any adjustments to the applicable Conversion Rate as a result of such Fundamental Change;

     (viii) that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of this Supplemental Indenture; and

     (ix) the procedures that a Holder must follow to require the Company to purchase its Notes pursuant to Section 4.01.

          Simultaneously with providing such Company Notice, the Company shall publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at that time.

          (c) Exercise of Option. For a Note to be so purchased at the option of the Holder, the Holder must deliver, on or before the Business Day immediately preceding

the Fundamental Change Purchase Date, subject to extension to comply with applicable law, the Notes to be purchased, duly endorsed for transfer, together with a written purchase notice (a “ Fundamental Change Purchase Notice ”) in the form entitled “Form of Fundamental Change Purchase Notice” on the reverse side of the Notes duly completed, to the Paying Agent. The Fundamental Change Purchase Notice must include the following information:

     (i) if the Notes are certificated, the certificate numbers of the Holder’s Notes to be delivered for purchase;

     (ii) the portion of the principal amount of the Holder’s Notes to be purchased, which portion must be $1,000 or an integral multiple thereof; and

     (iii) that the Holder’s Notes shall be purchased as of the Fundamental Change Purchase Date pursuant to applicable provisions of the Notes and this Supplemental Indenture.

          (d) Procedures. The Company shall purchase from a Holder on the Fundamental Change Purchase Date, subject to extension to comply with applicable law, pursuant to this Section 4.01, Notes if the principal amount of such Notes is $1,000 or an integral multiple thereof if so requested by such Holder.

          The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Fundamental Change Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the cash held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all cash held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the cash delivered to the Trustee.

          SECTION 4.02. Further Conditions and Procedures for Purchase at the Option of the Holder upon a Fundamental Change. (a) Upon receipt by the Company of the Fundamental Change Purchase Notice specified in, and the Notes to be purchased as provided in, Section 4.01(c), the Holder of the Notes in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in this Section 4.02(a)) thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Notes. Such Fundamental Change Purchase Price shall be paid by the Paying Agent, solely from funds received from the Company for such purpose, to such Holder promptly following the later of (x) the Fundamental Change Purchase Date with respect to such Notes (provided the conditions in this Article IV have been satisfied) and (y) the time of delivery or book-entry transfer of such Notes to the Paying Agent by the Holder thereof in the manner required by Section 4.01. Notes in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental

Change Purchase Notice has first been validly withdrawn as specified in this Section 4.02(a). Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 4.01(c), shall have the right at any time prior to the close of business on the Business Day immediately prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with this Section 4.02(a).

          The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

          On or before 11:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Notes to be purchased pursuant to Section 4.01. If the Paying Agent holds, in accordance with the terms of this Supplemental Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Notes on the second Business Day after the Fundamental Change Purchase Date, then (i) the Notes tendered for purchase and not withdrawn shall cease to be Outstanding, and interest, including Additional Interest, if any, shall cease to accrue on the Fundamental Change Purchase Date (whether or not book-entry transfer of such Notes is made or whether or not the Note is delivered to the Paying Agent); and (ii) all other rights of the Holders with respect to Notes tendered for purchase shall terminate on the Fundamental Change Purchase Date (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Notes). Nothing herein shall preclude any withholding of tax required by law.

          A Fundamental Change Purchase Notice may be withdrawn, in whole or in part, by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the Business Day immediately prior to the Fundamental Change Purchase Date. The notice of withdrawal shall state:

     (i) the principal amount of the withdrawn Notes;

     (ii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes, or if not certificated, the notice must comply with appropriate DTC, Clearstream and/or Euroclear procedures; and

     (iii) the principal amount, if any, which remains subject to the Fundamental Change Purchase Notice.

          If the Notes are certificated, the Paying Agent shall promptly return to the respective Holders thereof any Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Supplemental Indenture.

          (b) Notes Purchased in Part. Any Notes that are to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form

satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder of such Notes, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Notes so surrendered which is not purchased.

          (c) Compliance with Securities Laws upon Purchase of Notes. In connection with any offer to purchase, or purchase of, Notes under Section 4.01, the Company shall, to the extent applicable, (a) comply with Rules 13e-4 and 14e-1 (and any successor provisions thereto) under the Exchange Act; (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act; and (c) otherwise comply with all applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Supplemental Indenture as described in this Article IV, compliance by the Company with such laws and regulations shall not in and of itself cause a breach of the Company’s obligations described in this Article IV.

          (d) Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash or property that remains unclaimed at the end of two years after the amount is due to Holders, together with interest that the Trustee or Paying Agent, as the case may be, has expressly agreed in writing to pay, if any, that is held by them for the payment of a Fundamental Change Purchase Price; provided , however , that to the extent that the aggregate amount of cash or property deposited by the Company pursuant to Section 4.02(b), as applicable, exceeds the aggregate Fundamental Change Purchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Fundamental Change Purchase Date, then promptly on and after the second Business Day following the Fundamental Change Purchase Date, the Trustee and the Paying Agent shall return any such excess to the Company together with interest that the Trustee or Paying Agent, as the case may be, has expressly agreed in writing to pay, if any.

          (e) Officers’ Certificate. At least three Business Days (or such lesser period as agreed to by the Trustee) before the Company Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying whether the Company desires the Trustee to give the Company Notice required by Section 4.02(a) hereof.

ARTICLE V

Conversion

          SECTION 5.01. Conversion of Notes. Subject to the procedures for conversion set forth in this Article V and at any time prior to the close of business on the second Scheduled Trading Day preceding the Stated Maturity Date of the Notes, a Holder may convert its Notes at their full principal amount, or any portion of their principal amount that is equal to $1,000 or an integral multiple thereof, into shares of Common

Stock at the Conversion Rate in effect at the time of conversion. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock, except as expressly provided in this Article V.

          (a) Conversion Procedures. The following procedures shall apply to convert Notes:

     (i) in respect of a beneficial interest in a Global Security, a Beneficial Owner must comply with the procedures of the Depositary for converting a beneficial interest in a Global Security and, if required pursuant to Section 2.08(b), pay funds equal to interest and Additional Interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, pay all taxes or duties, if any; and

     (ii) in respect of a certificated Note, the Holder must (A) complete and manually sign the conversion notice on the back of the note, or a facsimile of the conversion notice; (B) deliver such conversion notice, which is irrevocable, and the Note to the Conversion Agent; (C) furnish appropriate endorsements and transfer documents as may be required by the Conversion Agent; (D) if required pursuant to Section 5.02(c), pay all transfer or similar taxes; and (E) if required pursuant to Section 2.08(b), pay funds equal to interest and Additional Interest payable on the next Interest Payment Date to which such Holder is not entitled.

          The date a Holder complies with the foregoing requirements is the “ Conversion Date ” hereunder. At the Conversion Date the rights of the Holders of such converted Notes as Holders shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. The Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in cash in lieu of any fractional shares, as provided in Section 5.01(b), by the third Business Day immediately following the Conversion Date (the “ Settlement Date ”). A Holder may convert a portion of its Notes only if the principal amount of such portion is $1,000 or an integral multiple thereof.

          In the case of any Note that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note.

          If a Holder has already delivered a Fundamental Change Purchase Notice in connection with a Fundamental Change, with respect to a Note, the Holder may not surrender that Note for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice in accordance with this Supplemental Indenture.

          If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered.

          (b) Cash Payments in Lieu of Fractional Shares. The Company shall not issue fractional shares of Common Stock upon conversion of Notes. Instead the Company shall deliver cash, rounded to the nearest whole cent, for such fractional shares based on the Last Reported Sale Price of the Common Stock on the applicable Conversion Date.

          (c) Taxes on Conversion. If a Holder converts Notes, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of shares of Common Stock upon such conversion; provided , however , the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax which shall be due because the shares are to be issued in a name other than the Holder’s name, but the Conversion Agent shall have no duty to determine if any such tax is due. Nothing herein shall preclude any withholding of tax required by law.

          (d) Certain Covenants of the Company. (i) The Company shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Stock or shares of Common Stock held in treasury, sufficient number of shares of Common Stock, free of preemptive rights, to permit the conversion of the Notes, calculated assuming the maximum number of Additional Shares are issuable upon conversion of the Notes pursuant to Section 5.04.

     (ii) All shares of Common Stock delivered upon conversion of the Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully