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Exhibit 99.4
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FIRST SUPPLEMENTAL INDENTURE dated as of January 25, 2007,
between ALCOA INC., a corporation duly organized and existing under
the laws of the Commonwealth of Pennsylvania (herein called the
"Company") having its principal office at 390 Park Avenue, New
York, New York, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as
successor trustee to J.P. Morgan Trust Company, N.A. (formerly
known as Chase Manhattan Trust Company, National Association, as
successor trustee to PNC Bank, National Association), a national
banking association organized and existing under the laws of the
United States of America, as Trustee (herein called the
"Trustee").
RECITALS OF THE COMPANY
The Company and the Trustee are parties to an Indenture dated as
of September 30, 1993 (the "Indenture"), relating to the
issuance from time to time by the Company of its Securities.
Capitalized terms used herein, not otherwise defined, shall have
the same meanings given them in the Indenture.
Section 901(5) of the Indenture provides that a
supplemental indenture may be entered into by the Company and the
Trustee, without the consent of any Holders, when properly
authorized by a certified resolution adopted by the Board of
Directors, to add, change or eliminate any provisions of the
Indenture in respect of one or more series of Securities, provided
that such addition, change or elimination shall neither
(i) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the
benefits of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision.
The Company has requested the Trustee to join with it in the
execution and delivery of this first supplemental indenture (the
"First Supplemental Indenture") in order to supplement and amend
the Indenture, solely with respect to Securities issued on or after
the date hereof, to: (1) amend the definition of "Event of
Default"; (2) decrease the percent in principal amount of
Holders that must consent to certain supplemental indentures or
grant certain waivers; and (3) increase the amount of Debt
secured by a Mortgage and Attributable Debt that the Company is
permitted to incur; in no event will the provisions of this First
Supplemental Indenture affect the interests of the Holders of
Securities of any series Outstanding prior to the date of this
First Supplemental Indenture in any respect.
The Company has determined that this First Supplemental
Indenture complies with said Section 901, does not affect the
interests of the Holders of Securities Outstanding prior to the
date of this First Supplemental Indenture and does not require the
consent of any Holders.
The Company represents and warrants that all things necessary to
make this First Supplemental Indenture a valid agreement of the
Company and the Trustee, in accordance with the terms of the
Indenture, and a valid amendment of and supplement to the Indenture
have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises
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