Exhibit 4.2
===============================================================================
First Supplemental Indenture
DATED AS OF APRIL 1, 1986
TO
Indenture Dated As Of
August 1, 1982
PPG INDUSTRIES, INC.
TO
Xxxxxx Trust and Savings Bank,
Trustee
Establishing 10.70% Restricted Installment Notes
===============================================================================
Table of Contents
Page
----
PARTIES.................................................................. 1
RECITALS OF THE COMPANY.................................................. 1
ARTICLE ONE
10.70% RESTRICTED INSTALLMENT NOTES
SECTION 101. Establishment of Series.................................... 2
ARTICLE TWO
SECURITY FORMS
SECTION 201. Forms Generally............................................ 2
SECTION 202. Form of Face of Security................................... 3
SECTION 203. Form of Reverse of Security................................ 4
SECTION 204. Form of Trustee's Certificate
of Authentication.................................... 9
SECTION 205. Provision for Completion of Installment Note
When an Installment Note
is Redeemed in Part Only............................. 9
SECTION 206. Provision for Acquiring Installment Notes
without Restrictions................................. 10
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 301. Benefits Restricted to Parties and Holders of
Installment Notes.................................... 10
SECTION 302. Terms Have Meanings Defined in Indenture................... 10
SECTION 303. Invalidity of Any Provisions Not
To Affect Others..................................... 11
SECTION 304. Date of Execution Indicated by
Acknowledgements..................................... 11
SECTION 305. Provisions Bind and Benefit Successors..................... 11
SECTION 306. Descriptive Headings for Convenience Only.................. 11
SECTION 307. Execution In Counterparts.................................. 11
TESTIMONIUM.............................................................. 12
SIGNATURES AND SEALS..................................................... 12
ACKNOWLEDGEMENTS......................................................... 13
FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 1986 between PPG
Industries, Inc., a corporation duly organized and existing under the laws of
the Commonwealth of Pennsylvania (herein called the "Company"), having its
principal office at Xxx XXX Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, and Xxxxxx
Trust and Savings Bank, a corporation duly organized and existing under the laws
of the State of Illinois, as Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered to the Trustee an Indenture
dated as of August 1, 1982 (herein called the "Original Indenture").
Pursuant to an agreement dated September 16, 1985 between the Company and The
Pitcairn Company, the Company paid cash and issued and delivered its 10.75%
Restricted Installment Note, in the principal amount of $171,264,000 to The
Pitcairn Company in exchange for 8,896,868 shares of Common Stock, par value
$1.66 2/3 per share, of the Company and agreed to include such note under an
indenture qualified under the Trust Indenture Act of 1939.
Pursuant to an agreement dated as of February 20, 1986 between the Company
and The Pitcairn Company, the Company agreed to issue and deliver 10.70%
Restricted Installment Notes of the Company in the aggregate principal amount of
$171,264,000 (the "Installment Notes") under such an indenture to The Pitcairn
Company in exchange for the 10.75% Restricted Installment Note referred to in
the preceding recital.
The Company has duly authorized the execution and delivery of this First
Supplemental Indenture to establish the Installment Notes as a series of
Securities to be issued under the Indenture.
The Installment Notes are to be distributed by The Pitcairn Company to the
stockholders of The Pitcairn Company pursuant to a plan of complete liquidation
adopted by such stockholders.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, have been done.
1
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Installment
Notes, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Installment Notes, as follows:
ARTICLE ONE
10.70% RESTRICTED INSTALLMENT NOTES
SECTION 101. Establishment of Series.
Pursuant to Section 3.01 and 9.01 of the Original Indenture, there is hereby
established a new series of Securities to be designated "10.70% Restricted
Installment Notes" to be issued under the Indenture. The Installment Notes shall
be limited in aggregate principal amount to $171,264,000 and the terms of the
Installment Notes shall be as set forth in the form of the Installment Note set
forth in Article Two below.
ARTICLE TWO
SECURITY FORMS
SECTION 201. Forms Generally.
The Installment Notes shall be in substantially the form set forth in this
Article, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by the Indenture and this First
Supplemental Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently with the Indenture and this First Supplemental Indenture, be
determined by the officers executing the Installment Notes, as evidenced by
their execution of the Installment Notes.
The Trustee's certificate of authentication shall be in substantially the
form set forth in this Article.
The definitive Installment Notes shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing the Installment Notes, as evidenced by
their execution of the Installment Notes.
2
SECTION 202. Form of Face of Security.
PPG INDUSTRIES, INC.
10.70% Restricted Installment Note
No. ..... $........ As Reduced by Any Installment Payments
PPG INDUSTRIES, INC., a corporation duly organized and existing under the
laws of the Commonwealth of Pennsylvania (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ........................ , or
registered assigns, the principal sum of ............ Dollars in nine
installments payable on October 1, 1987 and on each October 1 thereafter through
October 1, 1995. The first eight of such installments shall each equal 11 1/9%
of such principal sum and the ninth installment shall equal the remaining
principal balance. If one or more installments of principal with respect to this
Installment Note have been paid prior to the date hereof set forth below, there
is stamped hereon notation of such payment. The Company promises to pay interest
on the unpaid principal balance hereof from and including April 1, 1986, or from
and including the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on October 1 and April 1 in each
12-month period commencing October 1, 1986, at the rate of 10.70% per annum,
until the principal hereof is paid or made available for payment and (to the
extent that the payment of such interest shall be legally enforceable) at the
rate of 10.70% per annum on any overdue principal and premium, if any, and on
any overdue installment of interest. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date, will, as provided in
such Indenture, be paid to the Person in whose name this Installment Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the September 15 or
March 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Installment
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of the
Installment Notes (as hereinafter defined) not less than 10 days prior to such
Special Record
3
Date, or be paid at any time in any other lawful manner, all as more fully
provided in such Indenture.
Payment of the principal of and premium, if any, and interest on this
Installment Note will be made at the office or agency of the Company maintained
for that purpose in Chicago, Illinois, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Installment Note
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Installment
Note shall not be entitled to any benefit under such Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
PPG INDUSTRIES, INC.
By ..........................
[CORPORATE SEAL]
Attest:
.............................
SECTION 203. Form of Reverse of Security.
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Installment Notes"), issued and to be issued in one or more
series under an Indenture dated as of August 1, 1982 between the Company and
Xxxxxx Trust and Savings Bank, as Trustee (herein called the "Trustee", which
term includes any successor trustee under said Indenture), as heretofore and
hereafter supplemented and amended (said Indenture as so supplemented and
amended being herein called the "Indenture"), to which Indenture reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and
4
immunities thereunder of the Company, the Trustee and the Holders of the
Installment Notes and of the terms upon which the Installment Notes are, and are
to be, authenticated and delivered. This Installment Note is one of the series
designated on the face hereof, limited in aggregate principal amount to
$171,264,000.
The Installment Notes are subject to redemption upon not less than 30 days'
notice by mail, as a whole or in part, at the election of the Company, at any
time during the 12-month period beginning October 1 of the year indicated, at
the following Redemption Prices (expressed as percentages of the then remaining
principal balance of the Installment Notes to be redeemed)
Year Percentage
---- ----------
1990 105.5
1991 104.4
1992 103.3
1993 102.2
1994 101.1
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of the Installment Notes
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
In the event of redemption of this Installment Note in part only, a new
Installment Note or Installment Notes of authorized denominations for the
unredeemed portion of the principal sum hereof unreduced by any installment
payments will be issued in the name of the Holder hereof upon the cancellation
hereof; provided, however, that if one or more installments of principal with
respect to this Installment Note have been paid prior to any such issuance,
there shall be stamped on such new Installment Note or Installment Notes
notation of such payment.
If an Event of Default with respect to the Installment Notes shall occur and
be continuing, the principal of the Installment Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and
5
the Trustee with the consent of the Holders of 662/3% in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Installment Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Installment Note and of any Installment Note
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Installment Note.
No reference herein to the Indenture and no provision of this Installment
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if
any, and interest (if any) on this Installment Note at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Installment Note is registrable in the Security
Register, upon surrender of this Installment Note for registration of transfer
at the office or agency of the Company in any place where the principal of and
premium, if any, and interest (if any) on this Installment Note are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Installment Notes, of authorized denominations and for a like aggregate
principal sum, will be issued to the designated transferee or transferees;
provided, however, that if one or more installments of principal with respect to
this Installment Note have been paid prior to any such registration of transfer,
there shall be stamped on such new Installment Note or Installment Notes
notation of such payment.
Except by will, the laws of descent or distribution or otherwise by operation
of law, this Installment Note may be sold, transferred, pledged or assigned only
to a Permitted Transferee (as hereinafter defined). No transfer will be
effective unless the Trustee receives from the proposed transferee a completed
affidavit to the effect that the proposed transferee is a Permitted Transferee.
Permitted Transferees are (a) for a Holder of an
6
Installment Note who is a natural person: (i) the Holder's spouse, ancestors,
lineal descendants, whether adopted or by the whole or half blood, brothers and
sisters, whether adopted or by the whole or half blood, or any spouse of such
persons (collectively, such Holder's "Immediate Family"), (ii) any charitable
institution and (iii) any trust, partnership or corporation at least 90% of the
beneficial interest, partnership interest or capital stock of which is held by
the Holder, members of the Holder's Immediate Family or any charitable
institution; (b)) for a Holder of an Installment Note that is either (i) an
estate, (ii) a trust for the benefit of charitable institutions, a natural
person's Immediate Family or both or (iii) a common law trust having as
beneficiaries only natural persons (and no more than 15 such persons); a
beneficiary of such estate or trust or a member of such beneficiary's Immediate
Family; (c) for a Holder of an Installment Note which is a corporation; the
survivor of a merger or consolidation involving the initial Holder and (d) for a
Holder of an Installment Note which is a corporation or partnership having as
shareholders or partners only natural persons (and no more than 15 such
persons), the shareholders or partners of such Holder as of the distribution
date.
Notwithstanding anything contained herein to the contrary; (1) if by reason
of any change in the Internal Revenue Code of 1954, as amended, or the
regulations promulgated thereunder, or otherwise, a Holder of this Installment
Note who is an assignee of The Pitcairn Company as one of its stockholders
pursuant to the plan of complete liquidation of The Pitcairn Company would no
longer be eligible to report for Federal income tax purposes any gain on the
distribution of the Installment Notes pursuant to such plan of complete
liquidation under the installment sale method; or (2) if the Company's
outstanding publicly-held debt securities are rated below BBB by Standard &
Poor's Corporation or below Baa by Xxxxx'x Investors' Service, Inc. (or the
equivalent rating in the event of any change in the rating categories), without
regard to any subcategories of such ratings; then on or after September 17,
1987, the Holder of this Installment Note shall have the right to exchange this
Installment Note for one or more new Installment Notes, of authorized
denominations and for a like aggregate principal sum, identical in all respects
to this Installment Note, except that such new Installment Note or Installment
Notes shall not contain this or the immediately preceding paragraph; provided,
however, that if one or more installments of principal with respect to this
Installment Note have been paid prior to any such exchange, there shall be
stamped on such new Installment Note or Installment Notes notation of such
payment. In any such exchange, the Holder shall deliver this
7
Installment Note to the Trustee, together with an affidavit identifying the
condition that has caused this Installment Note to be exchangeable, and request
the issuance of such a new Installment Note or new Installment Notes.
Notwithstanding anything contained herein to the contrary, on or after
October 1, 1986, the Holder of this Installment Note shall have the right to
exchange this Installment Note for one or more new Installment Notes, of
authorized denominations and for a like aggregate principal sum, identical in
all respects to this Installment Note except that it shall not contain this
paragraph or the immediately preceding two paragraphs, provided, however, that
the right to exchange this Installment Note provided in this paragraph shall not
become effective until the date on which there shall have been delivered to the
Company rulings from the Internal Revenue Service (or, in lieu thereof, an
opinion of counsel in form and substance reasonably acceptable to the Company)
to the effect that the becoming effective of such right will constitute neither
a disposition of this Installment Note within the meaning of Section 453B of the
Internal Revenue Code of 1954, as amended, nor a payment within the meaning of
Section 453(f) of the Internal Revenue Code of 1954, as amended; and provided
further that if one or more installments of principal with respect to this
Installment Note have been paid prior to any such exchange, there shall be
stamped on such new Installment Note or Installment Notes notation of such
payment. The Company will notify the Trustee that such rulings (or such an
opinion) have been received, and shall direct the Trustee to give written notice
thereof to each Holder.
Notwithstanding anything contained herein to the contrary, the rights of the
Holder of this Installment Note to receive payments hereunder may be limited by
the Pennsylvania Business Corporation Law to the unrestricted and unreserved
earned surplus of the Company and, with the approval of the shareholders of the
Company, the unrestricted capital surplus of the Company, at the time of any
such payments. The Company shall seek shareholder approval, if necessary, of
payments under the Installment Notes from unrestricted capital surplus if such
approval would be required under the Pennsylvania Business Corporation Law at
the time of any such payments.
The Installment Notes are issuable only in registered form without coupons in
denominations of $1000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Installment
Notes are exchangeable for a like aggregate principal sum of new Installment
Notes of a different authorized denomination,
8
as requested by the Holder surrendering the same; provided, however, that if one
or more installments of principal with respect to an Installment Note have been
paid prior to any such exchange, there shall be stamped on such new Installment
Note or Installment Notes notation of such payment.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Installment Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Installment Note is registered as the
owner hereof for all purposes, whether or not this Installment Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Installment Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
SECTION 204. Form of Trustee's Certificate of Authentication.
This is one of the Securities denominated the 10.70% Restricted Installment
Notes referred to in the within-mentioned Indenture.
Xxxxxx Trust and Savings Bank
as Trustee
By ..........................
Authorized Officer
SECTION 205. Provision for Completion of Installment Note When an
Installment Note is Redeemed in Part Only.
If any Installment Note is redeemed in part only, the new Installment Note or
Installment Notes to be issued in exchange for the Installment Note surrendered
in such redemption shall be completed by inserting on the face of the new
Installment Note or Installment Notes, as the amount of the principal sum, an
amount (prorated among the new Installment Notes if more than one new
Installment Note is issued) equal to the product of the principal sum of the
Installment Note surrendered and the percentage of the then remaining principal
balance of the Installment Note surrendered which is not being redeemed.
9
SECTION 206. Provision for Acquiring Installment
Notes without Restrictions.
If pursuant to the terms of the Installment Notes set forth in Sections 202
and 203 above, the Holder acquires the right to exchange a 10.70% Restricted
Installment Note for one or more new Installment Notes without provision for
restrictions on transfer, then upon request of any such Holder and compliance
with the terms of the Installment Notes, the Trustee shall authenticate and
deliver in exchange for the 10.70% Restricted Installment Note one or more new
Installment Notes in a like aggregate principal sum and in authorized
denominations and containing the same terms and conditions except that (1) the
new Installment Note or Installment Notes shall be entitled "10.70% Installment
Note" and (2) the new Installment Note or Installment Notes shall not include
the paragraphs providing for restrictions on transfer or the removal thereof;
provided, however, that if one or more installments of principal with respect to
an Installment Note have been paid prior to any such exchange, there shall be
stamped on such new Installment Note or Installment Notes notation of such
payment.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 301. Benefits Restricted to Parties and
Holders of Installment Notes.
Nothing in this First Supplemental Indenture, expressed or implied, is
intended or shall be construed to confer upon, or to give to, any person, firm
or corporation other than the parties hereto, and the Holders of the Installment
Notes any right, remedy or claim under or by reason of this First Supplemental
Indenture or any covenant, condition or stipulation hereof; and the covenants,
stipulations and agreements in this First Supplemental Indenture contained are
and shall be for the sole and exclusive benefit of the parties hereto, their
successors and assigns, and the Holders of the Installment Notes.
SECTION 302. Terms Have Meanings Defined in Indenture.
All terms used in this First Supplemental Indenture which are defined in the
Indenture shall, for all purposes hereof, have the respective meanings specified
in the Indenture, otherwise specifically provided herein or unless the context
otherwise requires.
10
SECTION 303. Invalidity of Any Provisions Not To Affect Others.
In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Installment Notes shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
First Supplemental Indenture, or of the Installment Notes, but this First
Supplemental Indenture and the Installment Notes shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or
therein.
SECTION 304. Date of Execution Indicated by Acknowledgements.
Although this First Supplemental Indenture, for convenience and for the
purpose of reference, is dated as of April 1, 1986, the actual date of execution
by the Corporation and the Trustee is as indicated by their respective
acknowledgements hereto annexed.
SECTION 305. Provisions Bind and Benefit Successors.
Subject to the provisions of the Indenture, all the covenants, promises and
agreements in this First Supplemental Indenture contained by or on behalf of the
Company, or by or on behalf of the Trustee, shall bind and inure to the benefit
of their respective successors and assigns, whether so expressed or not. The
Indenture is hereby ratified and confirmed and shall remain and continue in full
force and effect in accordance with the terms and provisions thereof, as further
amended and supplemented hereby.
SECTION 306. Descriptive Headings for Convenience Only.
The descriptive headings of the several Articles of this First Supplemental
Indenture are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
SECTION 307. Execution In Counterparts.
This First Supplemental Indenture may be simultaneously executed in any
number of counterparts, each of which when so executed and delivered shall be an
original; but such counterparts shall together constitute but one and the same
instrument.
11
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.
PPG Industries, Inc.
By /s/ X.X. Call
..........................
Treasurer
Attest:
/s/ Xxxxx X. Xxxxxxx
..........................
Assistant Secretary Xxxxxx Trust and Savings Bank
By/s/ X.X. Xxxx
...........................
Vice President
Attest:
/s/ X. Xxxxxxx
..........................
Assistant Secretary
12
STATE OF PENNSYLVANIA
SS:
COUNTY OF ALLEGHENY
On the 27th day of March, 1986, before me personally came X. X. Call, to
me known, who, being by me duly sworn, did depose and say that he is Treasurer
of PPG Industries, Inc., one of the corporations described in and which executed
the foregoing instrument; 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.
/s/ Xxxxx X. Xxxxxxxx
...................................
XXXXX X. XXXXXXXX
Notary Public
Pittsburgh, Allegheny County
My Commission Expires July 27, 0000
XXXXX XX XXXXXXXX
XX:
XXXXXX XX XXXX
Xx the 28th day of March, 1986, before me personally came X. X. Xxxx, to me
known, who, being by me duly sworn, did depose and say that he is Vice President
of Xxxxxx Trust and Savings Bank, one of the corporations described in and which
executed the foregoing instrument; 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.
/s/ X. Xxxxxxx
...................................
X. XXXXXXX
My Commission Expires July 12, 1989
13
