5.800% Senior Notes due 2036
Note · KENNAMETAL INC.
Reference: 5.800% Senior Notes due 2036
- Original principal
- USD 300,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- May 28, 2036
Last reported interest terms: 5.8% Reported 2026-05-28 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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SECTION 10.09. LIMITATION ON LIENS. · LIMITATION ON LIENS
The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur or otherwise cause to exist or become effective any Liens (other than Permitted Liens) of any kind upon any asset now owned or hereafter acquired unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.
Exceptions: (other than Permitted Liens) SECTION 10.09. LIMITATION ON LIENS.
Full wording and supporting evidence
Source evidence: The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur or otherwise cause to exist or become effective any Liens (other than Permitted Liens) of any kind upon any asset now owned or hereafter acquired unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of May 28, 2026 (the “Fifth Supplemental Indenture”), between KENNAMETAL INC., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company executed and delivered the indenture dated as of February 14, 2012 (the “Base Indenture”) to the Trustee to provide for the future issuance of the Company’s unsecured debentures, notes or other evidence of indebtedness (the “Securities”), to be issued from time to time in one or more series as determined by the Company under the Base Indenture;
Target identity evidence: 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 5.800% Senior Notes due 2036 (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 Fifth Supplemental Indenture (together, the “Indenture”); and
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SECTION 10.10. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. · LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
Neither the Company nor any Restricted Subsidiary will enter into any sale and leaseback transaction with respect to any Principal Property (except for leases of a term, including renewals, not exceeding five years) unless either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of the Indenture as supplemented, to incur Indebtedness secured by a Lien on the property to be leased without equally and ratably securing the Notes, or (b) the Company within 180 days…
Exceptions: (except for leases of a term, including renewals, not exceeding five years) SECTION 10.10. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.
Full wording and supporting evidence
Source evidence: Neither the Company nor any Restricted Subsidiary will enter into any sale and leaseback transaction with respect to any Principal Property (except for leases of a term, including renewals, not exceeding five years) unless either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of the Indenture as supplemented, to incur Indebtedness secured by a Lien on the property to be leased without equally and ratably securing the Notes, or (b) the Company within 180 days after the effective date of such transaction applies to the voluntary retirement of its funded debt an amount equal to the value of such transaction, defined as the greater of the net proceeds of the sale of the property leased in such transaction or the fair value, in the opinion of the Board of Directors, of the leased property at the time such transaction was entered into.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of May 28, 2026 (the “Fifth Supplemental Indenture”), between KENNAMETAL INC., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company executed and delivered the indenture dated as of February 14, 2012 (the “Base Indenture”) to the Trustee to provide for the future issuance of the Company’s unsecured debentures, notes or other evidence of indebtedness (the “Securities”), to be issued from time to time in one or more series as determined by the Company under the Base Indenture;
Target identity evidence: 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 5.800% Senior Notes due 2036 (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 Fifth Supplemental Indenture (together, the “Indenture”); and
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Section 3.03(a) · Change of Control Offer
(a) If a Change of Control Triggering Event occurs, each Holder of the Notes will have the right to require the Company to purchase all or a portion (equal to $2,000 principal amount and any integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of…
Springing Trigger: If a Change of Control Triggering Event occurs Defined terms:
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Change of Control Triggering Event: means the occurrence of both a Change of Control and a Rating Event that relates to such Change of Control.
Source evidence: “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event that relates to such Change of Control.
Full wording and supporting evidence
Source evidence: (a) If a Change of Control Triggering Event occurs, each Holder of the Notes will have the right to require the Company to purchase all or a portion (equal to $2,000 principal amount and any integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of May 28, 2026 (the “Fifth Supplemental Indenture”), between KENNAMETAL INC., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company executed and delivered the indenture dated as of February 14, 2012 (the “Base Indenture”) to the Trustee to provide for the future issuance of the Company’s unsecured debentures, notes or other evidence of indebtedness (the “Securities”), to be issued from time to time in one or more series as determined by the Company under the Base Indenture;
Target identity evidence: 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 5.800% Senior Notes due 2036 (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 Fifth Supplemental Indenture (together, the “Indenture”); and
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Change of Control Triggering Event: means the occurrence of both a Change of Control and a Rating Event that relates to such Change of Control.
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Section 4.01 · Events of Default
“Event of Default” in respect of the Notes and only in respect of the Notes shall be deemed to include any failure by the Company to make a Change of Control Offer and thereafter accept and pay for the Notes tendered when and as required in accordance with Section 3.03 of this Fifth Supplemental Indenture.
Section 4.01. Events of Default.
Full wording and supporting evidence
Source evidence: Pursuant to Section 5.01(g) of the Base Indenture, “Event of Default” in respect of the Notes and only in respect of the Notes shall be deemed to include any failure by the Company to make a Change of Control Offer and thereafter accept and pay for the Notes tendered when and as required in accordance with Section 3.03 of this Fifth Supplemental Indenture.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of May 28, 2026 (the “Fifth Supplemental Indenture”), between KENNAMETAL INC., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company executed and delivered the indenture dated as of February 14, 2012 (the “Base Indenture”) to the Trustee to provide for the future issuance of the Company’s unsecured debentures, notes or other evidence of indebtedness (the “Securities”), to be issued from time to time in one or more series as determined by the Company under the Base Indenture;
Target identity evidence: 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 5.800% Senior Notes due 2036 (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 Fifth Supplemental Indenture (together, the “Indenture”); and
Documents and filing history
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Issuance
· 2026-05-28
Original principal USD 300,000,000 Exact source document
Parent 8-K filing · 2026-05-28
Section 2.01. *Designation and Principal Amount.* The Notes are hereby authorized and are designated the 5.800% Senior Notes due 2036, unlimited in aggregate principal amount. The Notes issued on the date hereof pursuant to the terms of this Indenture will be in an aggregate principal amount of $300,000,000, which amount shall be set forth in the written order of the Company 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 ranking equally and ratably with the Notes issued hereunder in all respects (or in all respects except for the payment of interest following the Issue Date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall be governed by the terms of this Indenture.
Issuer evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of May 28, 2026 (the “**Fifth Supplemental Indenture**”), between KENNAMETAL INC., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “**Company**”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee (the “**Trustee**”).
Supporting evidence: Section 2.02. *Maturity.* The principal amount of the Notes will be payable on May 28, 2036.
Supporting evidence: Section 2.04. *Interest.* The Notes shall bear interest at a rate equal to 5.800% per annum. Interest on the Notes shall accrue from May 28, 2026, or from the most recent interest payment date to which interest has been paid or duly provided upon for the Notes, as the case may be. Interest on the Notes shall be payable semi-annually in arrears on May 28 and November 28, commencing November 28, 2026 (each an “**Interest Payment Date**”), to the persons in whose names the Notes are registered at the close of business on May 15 and November 15 (even if such date is not a Business Day), as the case may be, preceding such Interest Payment Date.
Supporting evidence: 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 5.800% Senior Notes due 2036 (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 Fifth Supplemental Indenture (together, the “**Indenture**”); and
Supporting evidence: 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 5.800% Senior Notes due 2036 (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 Fifth Supplemental Indenture (together, the “**Indenture**”); and