EXHIBIT 4.1
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ALLEGHENY LUDLUM CORPORATION
And
ALLEGHENY TELEDYNE INCORPORATED
To
THE CHASE MANHATTAN BANK,
as Trustee
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INDENTURE
Dated as of December 15, 1995
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FIRST SUPPLEMENTAL INDENTURE
Dated as of August 15, 1996
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Guarantee by Allegheny Teledyne Incorporated
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FIRST SUPPLEMENTAL INDENTURE ("First Supplemental
Indenture"), dated as of August 15, 1996, by and among ALLEGHENY
LUDLUM CORPORATION, a corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania (herein called
the "Company"), having its principal executive offices at 1000
Six PPG Place, Pittsburgh, Pennsylvania 15222, ALLEGHENY TELEDYNE
INCORPORATED, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Guarantor"),
having its principal executive offices at 1000 Six PPG Place,
Pittsburgh, Pennsylvania 15222, and THE CHASE MANHATTAN BANK,
successor by merger to The Chase Manhattan Bank (National
Association), a New York State Banking Corporation, as Trustee
(herein called the "Trustee").
RECITALS OF THE COMPANY
The Company and the Trustee entered into an Indenture,
dated as of December 15, 1995 (herein called the "Indenture"),
pursuant to which the Company's 6.95% Debentures Due December 15,
2025 (herein called the "Securities") have been issued.
On the date of this First Supplemental Indenture, a
wholly-owned subsidiary of the Guarantor has merged with and into
the Company with the Company being the surviving corporation (the
"Merger"), whereupon the Company has become a wholly-owned
subsidiary of the Guarantor.
The Company desires to obtain an exemption from the
requirements of filing with the Securities and Exchange
Commission an annual report and such periodic information,
documents and other reports as are required by Sections 13 and
15(d) of the Securities Exchange Act of 1934 with respect to the
Company during and for its current fiscal year and thereafter,
and for that purpose the Company and the Guarantor are willing to
supplement the provisions of the Indenture by adding thereto the
Guarantee set forth in this First Supplemental Indenture pursuant
to Article Nine of the Indenture. Such Guarantee is for the
benefit, and will not adversely affect the interests, of the
Holders of Outstanding Securities.
The Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that the
Merger complies with Article Eight of the Indenture and that all
conditions precedent therein provided for relating to the Merger
have been complied with, and that the execution of this First
Supplemental Indenture is permitted by the Indenture.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises and the
covenants contained herein and intending to be legally bound
hereby, it is mutually agreed for the equal and proportionate
benefit of all Holders of the Securities, as follows:
ARTICLE I-1
Guarantee
SECTION I-101. Obligation of Guarantor. The Guarantor
hereby irrevocably guarantees to the Holders of the Securities
and to the Trustee on behalf of such Holders the due and punctual
payment of the principal of and premium, if any, and interest on
the Securities, when and as the same shall become due and
payable, whether upon acceleration, redemption or stated
maturity, in accordance with the terms of the Securities and the
Indenture (herein called the "Guarantee"), and in case of the
failure of the Company punctually to make any such payment of
principal, premium, if any, or interest, the Guarantor hereby
agrees to make any such payment, or cause any such payment to be
made, punctually when and as the same shall be due and payable in
accordance with the terms of the Securities and the Indenture,
and as if such payment were made by the Company. The Guarantor
does not hereby guarantee the performance by the Company of any
other of the Company's covenants, agreements or obligations under
the Securities or the Indenture. The Guarantee shall be deemed
to be a third-party beneficiary agreement for the benefit of the
Holders of the Securities from time to time.
Upon any failure by the Guarantor to make due and
punctual payment of the principal, premium, if any, and/or
interest with respect to which a failure by the Company to make
due and punctual payment in accordance with the terms of the
Securities and the Indenture shall have occurred, the Trustee and
the Holders of the Securities shall have the same rights, powers
and duties, exercisable in accordance with the same terms and
conditions and subject to the same limitations, as apply under
the Indenture with respect to such failure by the Company.
SECTION I-102. Reports, Etc. by Guarantor. The
Guarantor shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act; provided, that any such
information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, shall be filed with the Trustee
within 15 days after the same is so required to be filed with the
Commission.
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ARTICLE I-2
Security Forms
SECTION I-201. Notation. Securities issued upon any
registration of transfer or exchange of Securities shall be
imprinted by the Trustee with the following notation:
Allegheny Teledyne Incorporated, a Delaware
corporation, has guaranteed the due and punctual
payment of the principal of and premium, if any, and
interest on this Security, and the holder of this
Security is entitled to the benefits of such guarantee.
Reference is hereby made to the First Supplemental
Indenture dated as of August 15, 1996, copies of which
are on file with the Trustee, for the precise terms of
the guarantee therein made.
SECTION I-202. New Securities. If the Company shall
so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Company, to this First
Supplemental Indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities, instead of being imprinted
as hereinabove provided.
ARTICLE I-3
Representation by Company
SECTION I-301. The Company represents that immediately
after the effective date of the Merger, no Event of Default, and
no event which, after notice or lapse of time or both, would
become an Event of Default, has happened and is continuing.
ARTICLE I-4
General Provisions
SECTION I-401. Recitals. The recitals contained
herein shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to validity or sufficiency of
this First Supplemental Indenture.
SECTION I-402. Definitions. Terms used in this First
Supplemental Indenture which are defined in the Indenture and not
otherwise defined herein shall have the respective meanings set
forth in the Indenture.
SECTION I-403. Notices, Etc., to Trustee and
Guarantor. Any Act of Holders or other document provided or
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permitted by the Indenture or this First Supplemental Indenture
to be made upon, given or furnished to, or filed with,
(1) the Trustee by the Guarantor shall be sufficient
for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Institutional Trust Group,
including via facsimile transmission to (718) 242-5886, or
(2) the Guarantor by the Trustee or by any Holder
shall be sufficient for every purpose hereunder if in
writing and mailed, first-class postage prepaid, to the
Guarantor addressed to it, Attention: Corporate Secretary,
at the address of its principal executive offices specified
in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by
the Guarantor or via facsimile transmission to (412) 394-
3010.
SECTION I-404. Conflict with Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such
Act to be a part of and govern this First Supplemental Indenture,
the latter provision shall control. If any provision of this
First Supplemental Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this First
Supplemental Indenture only as so modified or excluded, as the
case may be.
SECTION I-405. Effect of Headings. The Article and
Section headings herein are for convenience only and shall not
affect the construction thereof.
SECTION I-406. Successors and Assigns. All covenants
and agreements in this First Supplemental Indenture by the
Guarantor shall bind or inure to the benefit of its successors
and assigns, whether so expressed or not.
SECTION I-407. Separability Clause. In case any
provision in this First Supplemental Indenture or in the
Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
SECTION I-408. Benefits of First Supplemental
Indenture. Nothing in this First Supplemental Indenture or in
the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, any
Security Registrar, any Paying Agent, any Authenticating Agent
and the Holders, any benefit or any legal or equitable right,
remedy or claim under this First Supplemental Indenture.
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SECTION I-409. Governing Law. This First Supplemental
Indenture shall be governed by and construed in accordance with
the laws of the jurisdiction which govern the Indenture and its
construction.
SECTION I-410. Indenture Confirmed. The Indenture,
except as herein amended, supplemented or modified, is in all
respects ratified and confirmed by this First Supplemental
Indenture, and the provisions of this First Supplemental
Indenture shall be deemed to be a part of the Indenture.
SECTION I-411. No Security Interest Created. Nothing
in this First Supplemental Indenture or in the Securities,
express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Guarantor or its Subsidiaries
is or may be located.
SECTION I-412. Limitation on Individual Liability. No
recourse under or upon any obligation, covenant or agreement
contained in this First Supplemental Indenture or in any
Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the
Guarantor or any successor Person, either directly or through the
Guarantor, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this First
Supplemental Indenture and the obligations issued hereunder are
solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors, as such, of
the Guarantor or any successor Person, or any of them, because of
the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained
in this First Supplemental Indenture or in any Security or
implied therefrom; and that any and all such personal liability
of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and
claims against, every such incorporator, shareholder, officer or
director, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this First Supplemental
Indenture or in any Security or implied therefrom, are hereby
expressly waived and released as a condition of, and as a
consideration for, the execution of this First Supplemental
Indenture and the issuance of such Security.
SECTION I-413. Date. The date of this First
Supplemental Indenture is intended as and for a date for the
convenient identification of this instrument and is not intended
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to indicate that this instrument was executed or delivered on
said date, it being hereby provided and stipulated that this
instrument may be executed and delivered either on said date or
before or after said date, and is, in fact, executed and
delivered on the dates of the respective certificates of
acknowledgement hereto attached.
[REST OF PAGE INTENTIONALLY LEFT BLANK.]
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* * *
This instrument may be executed in any number of
counterparts, each of which when so executed shall be deemed to
be an original, but all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
ATTEST: ALLEGHENY LUDLUM CORPORATION
/s/ Jon D. Walton By:/s/ James L. Murdy
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Name: Jon D. Walton Name: James L. Murdy
Title: Vice President -General Title: Senior Vice President
Counsel & Secretary -Finance & Chief
Financial Officer
(Corporate Seal)
ATTEST: ALLEGHENY TELEDYNE INCORPORATED
/s/ Jon D. Walton By:/s/ James L. Murdy
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Name: Jon D. Walton Name: James L. Murdy
Title: Vice President -General Title: Senior Vice President
Counsel & Secretary -Finance & Chief
Financial Officer
(Corporate Seal)
ATTEST: THE CHASE MANHATTAN BANK,
AS TRUSTEE
/s/ Gemmel Richards By: /s/ J. D. Heaney
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Name: Gemmel Richards Name: James D. Heaney
Title: Assistant Secretary Title: Vice President
(Corporate Seal)
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ACKNOWLEDGMENTS
COMMONWEALTH OF PENNSYLVANIA )
)
COUNTY OF ALLEGHENY )
BEFORE ME, the undersigned authority, on this day personally
appeared JAMES L. MURDY, the Senior Vice President-Finance and Chief
Financial Officer of ALLEGHENY LUDLUM CORPORATION, known to me to be
the person whose name is subscribed to the above and foregoing
instrument of writing, and acknowledged to me that he executed the
same for the purposes and consideration therein expressed, in the
capacity therein stated, and as the act and deed of said corporation;
and, being by me duly sworn, did depose and say that he resides at
Upper St. Clair, that he is the Senior Vice President-Finance and
Chief Financial Officer of said corporation, that he knows the seal of
said corporation, that the seal affixed to said instrument is such
corporate seal, that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by
like authority.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 15th day of August,
1996.
/s/ Mary Beth Luksik
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Notary Public
My commission expires on:
June 8, 1998
COMMONWEALTH OF PENNSYLVANIA )
)
COUNTY OF ALLEGHENY )
BEFORE ME, the undersigned authority, on this day personally
appeared JAMES L. MURDY, the Senior Vice President and Chief Financial
Officer of ALLEGHENY TELEDYNE INCORPORATED, known to me to be the
person whose name is subscribed to the above and foregoing instrument
of writing, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation; and, being by me
duly sworn, did depose and say that he resides at Upper St. Clair,
that he is the Senior Vice President and Chief Financial Officer of
said corporation, that he knows the seal of said corporation, that the
seal affixed to said instrument is such corporate seal, that it was so
affixed by authority of the Board of Directors of said corporation,
and that he signed his name thereto by like authority.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 15th day of August,
1996.
/s/ Mary Beth Luksik
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Notary Public
My commission expires on:
June 8, 1998
THE STATE OF NEW YORK)
)
COUNTY OF NEW YORK )
BEFORE ME, the undersigned authority, on this day personally
appeared James D. Heaney, the Vice President of THE CHASE MANHATTAN
BANK, known to me to be the person whose name is subscribed to the
above and foregoing instrument of writing, and acknowledged to me that
he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated, and as the act and deed of
said corporation; and, being by me duly sworn, did depose and say that
he resides at 18 Choate Ct., Langhorne, PA 19047, that he is a Vice
President of said corporation, that he knows the seal of said
corporation, that the seal affixed to said instrument is such
corporate seal, that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by
like authority.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 12th day of
August, 1996.
/s/ Della K. Benjamin
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Notary Public in and for
My commission expires on:
April 30, 1997