February 29, 2012 Latrobe Specialty Metals, Inc. Latrobe, PA 15650 Watermill- Toolrock Partners, L.P. c/o Watermill Ventures One Cranberry Hill Lexington, Massachusetts 02421 HHEP-Latrobe, L.P. c/o Hicks Holdings LLC Dallas, Texas 75201 Ladies and...

Exhibit 2.1

February 29, 2012

Latrobe Specialty Metals, Inc.

0000 Xxxxxxxx Xxxxxx

Xxxxxxx, XX 00000

Watermill-Toolrock Partners, L.P.

x/x Xxxxxxxxx Xxxxxxxx

Xxx Xxxxxxxxx Xxxx

000 Xxxxxxx Xxxx, Xxxxx 000

Xxxxxxxxx, Xxxxxxxxxxxxx 00000

HHEP-Latrobe, L.P.

c/o Hicks Holdings LLC

000 Xxxxxxxx Xxxxx, Xxxxx 0000

Xxxxxx, Xxxxx 00000

Ladies and Gentlemen,

Reference is made to the Agreement and Plan of Merger by and among Latrobe Specialty Metals, Inc., Xxxxxxxxx Technology Corporation, Hawke Acquisition Corp., HHEP-Latobe, L.P., as representative of the Xxxxx Equityholders and Watermill-Tool Rock Partners, L.P., as Representative of the Watermill Equityholders dated June 20, 2011 (as amended to date, the “Merger Agreement”). Capitalized terms not defined herein shall have the same meaning assigned to such terms in the Merger Agreement.

The parties desire to amend the Merger Agreement to (i) modify the definition of “Closing Date Share Value” and (ii) adjust the timing of certain deliveries to be made in connection with the Closing. Accordingly, the Merger Agreement is hereby amended as follows:

1. The definition of “Closing Date Share Value” shall be replaced in its entirety with the following:

“Closing Date Share Value” means the average of the closing price of the Parent Common Stock reported by the New York Stock Exchange for the ten trading days ending on the fourth Business Day prior to the Closing Date.

2. The definition of “Working Capital Measurement Time” shall be replaced in its entirety with the following:

“Working Capital Measurement Time” means 11:59 p.m. Eastern Time on the Closing Date.

3. Notwithstanding the provisions of Section 2.9 of the Merger Agreement, all items to be delivered by the Company to Parent pursuant to Section 2.9 of the Merger Agreement, shall be delivered not later than one Business Day prior to Closing.

Except as amended hereby, all of the terms and provisions of the Merger Agreement shall remain in full force and effect.

[signature pages follow]

Exhibit 2.1

Sincerely,
XXXXXXXXX TECHNOLOGY CORPORATION
By:		/s/ K. Xxxxxxx Xxxxx
		Name:		K. Xxxxxxx Xxxxx
		Title:		Senior Vice President – Finance and Chief Financial Officer
HAWKE ACQUISITION CORP.
By:		/s/ K. Xxxxxxx Xxxxx
		Name:		K. Xxxxxxx Xxxxx
		Title:		Vice President and Chief Financial Officer

Acknowledged and Agreed:
LATROBE SPECIALTY METALS, INC.
By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Vice President and Chief Financial Officer
WATERMILL-TOOLROCK PARTNERS, L.P.
By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Managing Member
HHEP-LATROBE, L.P.
By:		/s/ Xxxx X. XxXxxxxxxx
		Name:		Xxxx X. XxXxxxxxxx
		Title:		Vice President