Exhibit 4(e)


 


FIFTH SUPPLEMENTAL INDENTURE, dated as of April 16, 2020
(the “Fifth Supplemental Indenture”), between HOWMET AEROSPACE INC. (f/k/a Arconic Inc.), a Delaware corporation
(the “Company”) having its principal office at 201 Isabella Street, Suite 200, Pittsburgh, Pennsylvania, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor 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 “Base Indenture” and as supplemented by the First Supplemental
Indenture dated as of January 25, 2007 (the “First Supplemental Indenture”), the Second Supplemental Indenture
dated as of July 15, 2008 and the Fourth Supplemental Indenture dated as of December 31, 2017, 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.


 


Effective March 31, 2020, the Company
has changed its name from Arconic Inc. to Howmet Aerospace Inc., by means of an amendment to its certificate of incorporation,
as filed with the Secretary of State of the State of Delaware on March 30, 2020.


 


Section 901(5) of the Base 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 Fifth Supplemental Indenture in order to supplement and amend the Indenture,
solely with respect to Securities of series created on or after the date hereof, to: (1) amend the means by which notice to Holders
of Securities may be given; (2) further amend the definition of “Event of Default”; (3) make certain changes with respect
to reports by the Company; (4) decrease the number of days’ notice required to be provided to the Trustee in the event of
the redemption of less than all the Securities of any series; (5) decrease the number of days’ notice required to be provided
to Holders in the event of the redemption of the Securities of any series; and (6) to provide that notice of redemption may be
conditional. In no event will the provisions of this Fifth Supplemental Indenture affect the interests of the Holders of Securities
of any series Outstanding prior to the date of execution of this Fifth Supplemental Indenture in any respect.


 


The Company has determined that this Fifth
Supplemental Indenture complies with said Section 901, does not affect the interests of the Holders of Securities Outstanding prior
to the date of execution of this Fifth Supplemental Indenture and does not require the consent of any Holders.


 


The Company represents and warrants that
all things necessary to make this Fifth 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 FIFTH SUPPLEMENTAL
INDENTURE WITNESSETH:


 


For and in consideration of the premises
and the purchase of Securities by the Holders thereof, it is mutually agreed, for the equal and ratable benefit of all Holders
of Securities of any series created on or after the date hereof, as follows:


 


I. AMENDMENTS TO THE INDENTURE


 


A. Section 106 of the Base Indenture is
amended, with respect to Securities Outstanding under series created on or after the date hereof, to add the following at the end
of such section:


 






     


     


    

 


Except as otherwise specified herein, so
long as any Securities are registered in the name of Cede & Co., as nominee for The Depository Trust Company, or another Depositary,
and subject to any listing requirements, notices, reports and other information that are required to be sent to the Holders of
such Securities may be given by delivery of the relevant notice to The Depository Trust Company for communication by The Depository
Trust Company to entitled participants and account holders of such clearing systems.


 


B. Paragraph (5) of the definition of “Event
of Default” in Section 501 of the Base Indenture, as previously amended by the First Supplemental Indenture, is further amended,
with respect to Securities Outstanding under series created on or after the date hereof, to read as follows:


 


(5) an event of default as defined in any
indenture or instrument evidencing or under which the Company has at the date of this Indenture or shall hereafter have outstanding
any indebtedness for borrowed money in a principal amount in excess of $100,000,000 shall happen and be continuing and such indebtedness
shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise
become due and payable, and such acceleration shall not be rescinded or annulled within ten days after written notice thereof to
the Company from the Trustee or to the Company and the Trustee from Holders of not less than 25% in principal amount of the Outstanding
Securities of that series hereunder; provided, however, that if such event of default under such indenture or instrument shall
be remedied or cured by the Company or be waived by the holders of such indebtedness, then the Event of Default hereunder by reason
thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either
the Trustee or any of the Holders of such Securities; or


 


C. Section 704 of the Base Indenture is
amended and restated, with respect to Securities Outstanding under series created on or after the date hereof, to read as follows:


 


The Company 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 filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is filed with the Commission. To the extent information, documents or reports are
filed with the Commission and required to be delivered to the Trustee or the Holders, the availability of such information, documents
or reports on the Commission's Electronic Data Gathering Analysis and Retrieval system or any successor thereto or the Company's
website will be deemed to have satisfied such delivery requirements to the Trustee or the Holders, as applicable.


 


D. The second sentence of Section 1102 of
the Base Indenture is amended, with respect to Securities Outstanding under series created on or after the date hereof, to read
as follows:


 


In case of any redemption at the election
of the Company of less than all the Securities of any series the Company will notify the Trustee at least five Business Days prior
to giving notice of redemption, or a shorter period as may be satisfactory to the Trustee, of the Redemption Date, the aggregate
principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.


 


E. Section 1104 of the Base Indenture is
amended, with respect to Securities Outstanding under series created on or after the date hereof, to replace the number 30 with
15 in the first sentence of Section 1104.


 


F. Section 1104 of the Base Indenture is
amended, with respect to Securities Outstanding under series created on or after the date hereof, to add the following to the end
of such section:


 


Any notice of redemption of Securities to
be redeemed at the option of the Company may state that such redemption shall be conditional, in the Company’s discretion,
on one or more conditions precedent, and that such conditional notice of redemption may be rescinded by the Company if it determines
that any or all such conditions will not be satisfied by the Redemption Date, and that in such event, such redemption notice shall
be of no further force or effect and the Company shall not be required to redeem the applicable Securities on the Redemption Date
or otherwise.


 






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In the event a notice of redemption contains
such a condition or conditions and the Company determines that any or all such conditions will not be satisfied prior to the Redemption
Date, the Company shall provide written notice to the Trustee prior to the close of business at least one Business Day prior to
the Redemption Date. Such notice may provide that the redemption notice shall be rescinded and the redemption shall not occur,
as determined by the Company in accordance with the preceding paragraph and, upon receipt of such notice, the notice of redemption
shall be rescinded and the redemption shall not occur, as provided in such notice. Upon receipt of such notice, the Trustee shall
provide such notice to each Holder of the applicable Securities in the same manner in which the notice of redemption was provided.


 


G. The first sentence of the first paragraph
of Section 1106 of the Base Indenture is amended, with respect to Securities Outstanding under series created on or after the date
hereof, to read as follows:


 


Notice of redemption having been given as
aforesaid and, in the case of a conditional notice of redemption, not thereafter rescinded in accordance with Section 1104, the
Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any)
such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void.


 


H. The last paragraph of Section 1106 of
the Base Indenture is amended, with respect to Securities Outstanding under series created on or after the date hereof, to read
as follows:


 


Except, in the case of a redemption of Securities
to be redeemed at the option of the Company, where the redemption notice therefor has been rescinded in accordance with Section
1104, if any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium
shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


II. GENERAL PROVISIONS


 


A. The recitals contained herein shall be
taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of same. The Trustee makes
no representation as to the validity of this Fifth Supplemental Indenture. The Indenture, as supplemented and amended by this Fifth
Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.


 


B. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Each party agrees that this Fifth Supplemental Indenture may be electronically or digitally signed,
and that any such electronic or digital signatures appearing on this Fifth Supplemental Indenture are the same as handwritten signatures
for the purposes of validity, enforceability and admissibility.


 


C. The Company hereby certifies that this
Fifth Supplemental Indenture conforms to the current requirements of the Trust Indenture Act.


 


D. This Fifth Supplemental Indenture shall
be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.


 


E. Henceforth, all references in the Indenture
and the Securities to the “Company” shall be deemed to be references to Howmet Aerospace Inc.


 






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	 	HOWMET AEROSPACE INC.
	 	 
	 	By	 	 /s/
    Peter Hong
	 	Name:	 	Peter Hong
	 	Title:	 	Vice President and Treasurer
	 	 	 	 
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST
    COMPANY, N.A., as Trustee
	 	 	 	 
	 	By	 	 /s/
    Julie Hoffman-Ramos
	 	Name:	 	Julie Hoffman-Ramos
	 	Title:	 	Vice President