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EXHIBIT 4.6
EXECUTION COPY
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INLAND STEEL COMPANY
TO
THE FIRST NATIONAL BANK OF CHICAGO
AND
XXXX X. XXXXXX
As Trustees
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Thirty-Sixth Supplemental
Indenture
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DATED AS OF JULY 16, 1998
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Thirty-Sixth Supplemental Indenture dated as of July 16, 1998 made by
Inland Steel Company, a corporation organized and existing under the laws of the
State of Delaware (hereinafter sometimes called the "Company" ), party of the
first part, to The First National Bank of Chicago, a national banking
association having its office in the City of Chicago, State of Illinois
(hereinafter sometimes called the "Corporate Trustee" ), and Xxxx X. Xxxxxx, of
the City of Naperville, State of Illinois (hereinafter sometimes called the
"Individual Trustee" ), as successor trustees under the First Mortgage from the
Company to First Trust and Savings Bank and Xxxxxx X. Xxxxxxx, as Trustees,
dated April 1, 1928, parties of the second part (the Corporate Trustee and the
Individual Trustee being hereinafter collectively sometimes called the
"Trustees" ):
Whereas, the Company heretofore executed and delivered to First Trust
and Savings Bank and Xxxxxx X. Xxxxxxx, as Trustees (the Corporate Trustee being
the successor corporate trustee to said First Trust and Savings Bank and the
Individual Trustee being the successor individual trustee to said Xxxxxx X.
Xxxxxxx), its First Mortgage Indenture, dated April 1, 1928 (the term "First
Mortgage" wherever used herein meaning and including, unless the context shall
otherwise require, said First Mortgage Indenture, dated April 1, 1928, as
amended, and all indentures supplemental thereto), to secure the payment of the
principal of and interest on bonds of the Company to be known as the "First
Mortgage Bonds" of the Company (hereinafter sometimes called the "Bonds" ); and
Whereas, there have heretofore been authenticated and delivered by the
Corporate Trustee (or its predecessor) under the First Mortgage (a) $30,000,000
aggregate principal amount of First Mortgage Sinking Fund Four and One-Half Per
Cent. Gold Bonds, Series A, dated April 1, 1928 and maturing April 1, 1978, and
(b) $15,000,000 aggregate principal amount of First Mortgage Sinking Fund Four
and One-Half Per Cent. Gold Bonds, Series B, dated February 1, 1931 and maturing
February 1, 1981, and (c) $10,000,000 aggregate principal amount of First
Mortgage Three Per Cent. Serial Bonds, Series C, dated January 1, 1936 and
maturing serially in the principal amount of $1,000,000 on January 1 of each
year from 1937 to 1946 (inclusive), and (d) $35,000,000 aggregate principal
amount of First Mortgage 3-3/4% Bonds, Series D, dated February 1, 1936 and
maturing February 1, 1961, and (e) $10,000,000 aggregate principal amount of
First Mortgage 3% Bonds, Series E, dated January 15, 1937 and maturing January
15, 1952, and (f) $36,000,000 aggregate principal amount of First Mortgage 3%
Bonds, Series F, dated April 1, 1940 and maturing April 1, 1961, and (g)
$50,000,000 aggregate principal amount of First Mortgage 2.65% Bonds, Series G,
dated November 1, 1946 and maturing November 1, 1976, and (h) $20,000,000
aggregate principal amount of First Mortgage 3% Bonds, Series H, dated August 1,
1948 and maturing August 1, 1978, and (i) $25,000,000 aggregate principal amount
of
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First Mortgage 3.20% Bonds, Series I, dated March 1, 1952 and maturing March 1,
1982, and (j) $50,000,000 aggregate principal amount of First Mortgage 3-1/2%
Bonds, Series J, dated July 1, 1956 and maturing July 1, 1981, and (k)
$50,000,000 aggregate principal amount of First Mortgage 4-3/8% Bonds, Series K,
dated July 1, 1957 and maturing July 1, 1987, and (l) $50,000,000 aggregate
principal amount of First Mortgage 4-1/2% Bonds, Series L, dated February 1,
1959 and maturing February 1, 1989, and (m) $50,000,000 aggregate principal
amount of First Mortgage 6-1/2% Bonds, Series M, dated December 1, 1967 and
maturing December 1, 1992, and (n) $50,000,000 aggregate principal amount of
First Mortgage 7% Bonds, Series N, dated April 15, 1969 and maturing April 15,
1974, and (o) $100,000,000 aggregate principal amount of First Mortgage 8-3/4%
Bonds, Series O, dated July 15, 1970 and maturing July 15, 1995, and (p)
$75,000,000 aggregate principal amount of First Mortgage 8-7/8% Bonds, Series P,
dated April 15, 1974 and maturing April 15, 1999, and (q) $100,000,000 aggregate
principal amount of First Mortgage 9-1/2% Bonds, Series Q, dated September 1,
1975 and maturing September 1, 2000, and (r) $125,000,000 aggregate principal
amount of First Mortgage 7.90% Bonds, Series R, dated January 15, 1977 and
maturing January 15, 2007, and (s) $26,500,000 aggregate principal amount of
First Mortgage 5-3/4% Bonds, Pollution Control Series 1977, dated February 1,
1977 and maturing February 1, 2007, and (t) $52,000,000 aggregate principal
amount of First Mortgage 6-1/2% Bonds, Pollution Control Series 1978, dated May
15, 1978 and maturing May 15, 2008, and (u) $150,000,000 aggregate principal
amount of First Mortgage 11-1/4% Bonds, Series S, dated June 1, 1980 and
maturing June 1, 1990, and (v) $20,000,000 aggregate principal amount of First
Mortgage 7-3/8% Bonds, Pollution Control Series 1980 A, dated October 15, 1980
and maturing October 1, 1983, and (w) $25,000,000 aggregate principal amount of
First Mortgage 9-3/4% Bonds, Pollution Control Series 1980 B, dated October 15,
1980 and maturing October 1, 2000, and (x) $5,000,000 aggregate principal amount
of First Mortgage 10% Bonds, Pollution Control Series 1980 C, dated October 15,
1980 and maturing October 1, 2010, and (y) $10,000,000 aggregate principal
amount of First Mortgage 10% Bonds, Pollution Control Series 1982 A, dated
December 1, 1982 and maturing December 1, 2012, and (z) $17,000,000 aggregate
principal amount of First Mortgage Adjustable Rate Bonds, Pollution Control
Series 1982 B, dated December 1, 1982 and maturing December 1, 2012, and (aa)
$125,000,000 aggregate principal amount of First Mortgage 12% Bonds Series T,
dated
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December 1, 1991 and maturing December 1, 1998; and (bb) $40,000,000
aggregate principal amount of First Mortgage 6.80% Bonds, Pollution Control
Series 1993, dated June 1, 1993 and maturing June 1, 2013; and (cc) $17,000,000
aggregate principal amount of First Mortgage 6.85% Term Bonds, Pollution Control
Series 1995, dated June 1, 1995 and maturing December 1, 2012; and
Whereas, (a) all of said Series A Bonds, Series B Bonds, Series C
Bonds, Series D Bonds, Series E Bonds, Series F Bonds, Series G Bonds, Series H
Bonds, Series I Bonds, Series J Bonds, Series K Bonds, Series L Bonds, Series M
Bonds, Series N Bonds, Series O Bonds, Series P Bonds, Series Q Bonds, Series S
Bonds, Series 1978 Bonds, Series 1980 A Bonds, Series 1980 B Bonds, Series 1980
C Bonds, Series 1982 A Bonds and Series 1982 B Bonds were duly purchased and
retired or were duly called for redemption and funds sufficient to redeem the
same were, prior to the respective redemption dates, duly deposited with the
Corporate Trustee under the First Mortgage, and (b) on or prior to July 16,
1998, Bonds of other outstanding series in respective aggregate principal
amounts as follows have been duly purchased and duly retired or defeased and
funds sufficient to defease the same duly deposited with the Corporate Trustee
under the First Mortgage: Series T Bonds-$98,992,000-purchased July 29, 1996 and
subsequently; and Series T Bonds- $26,008,000-defeased July 15, 1998; and
Whereas, (a) under date of February 1, 1931, the Company executed,
acknowledged and delivered a Supplemental Indenture to provide for the creation
of its First Mortgage Sinking Fund Four and One-Half Per Cent. Gold Bonds,
Series B, and (b) under date of February 20, 1931, the Company executed,
acknowledged and delivered a Second Supplemental Indenture to subject to the
lien of the First Mortgage certain additional property, and (c) under date of
February 18, 1933, the Company executed, acknowledged and delivered a Third
Supplemental Indenture to effect the exchange of certain mortgaged property, and
(d) under date of December 16, 1935, the Company executed, acknowledged and
delivered a Fourth Supplemental Indenture to provide for the creation of its
First Mortgage Three Per Cent. Serial Bonds, Series C, and for certain
amendments to the First Mortgage, and (e) under date of January 15, 1936, the
Company executed, acknowledged and delivered a Fifth Supplemental Indenture to
subject to the lien of the First Mortgage certain additional property and to
provide for the creation of its First
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Mortgage 3-3/4% Bonds, Series D, and for a further amendment to the First
Mortgage (which such amendment to the First Mortgage was superseded by
amendments to the First Mortgage made by the Sixteenth Supplemental Indenture
and the Seventeenth Supplemental Indenture hereinafter referred to), and (f)
under date of June 2, 1936, the Company executed, acknowledged and delivered a
Sixth Supplemental Indenture to effect the exchange of certain mortgaged
property, and (g) under date of October 19, 1936, the Company executed,
acknowledged and delivered a Seventh Supplemental Indenture to effect the
exchange of certain mortgaged property, and (h) under date of January 15, 1937,
the Company executed, acknowledged and delivered an Eighth Supplemental
Indenture to provide for the creation of its First Mortgage 3% Bonds, Series E,
and for a further amendment to the First Mortgage (which such amendment to the
First Mortgage was superseded by an amendment to the First Mortgage made by the
Twelfth Supplemental Indenture hereinafter referred to), and (i) under date of
March 1, 1940, the Company executed, acknowledged and delivered a Ninth
Supplemental Indenture to provide for further amendments to the First Mortgage,
and (j) under date of March 15, 1940, the Company executed, acknowledged and
delivered a Tenth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 3% Bonds, Series F, and for a further amendment to the First
Mortgage and an amendment to said Eighth Supplemental Indenture (which such
amendment to the First Mortgage was superseded by an amendment to the First
Mortgage made by the Twelfth Supplemental Indenture hereinafter referred to),
and (k) under date of January 15, 1945, the Company executed, acknowledged and
delivered an Eleventh Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property, and (l) under date of November 1, 1946,
the Company executed, acknowledged and delivered a Twelfth Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of its First Mortgage 2.65% Bonds,
Series G, and for further amendments to the First Mortgage, and (m) under date
of July 1, 1948, the Company executed, acknowledged and delivered a Thirteenth
Supplemental Indenture to provide for the creation of its First Mortgage 3%
Bonds, Series H, and (n) under date of February 1, 1952, the Company executed,
acknowledged and delivered a Fourteenth Supplemental Indenture to effect the
exchange of certain mortgaged property, and (o) under date of March 1, 1952, the
Company
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executed, acknowledged and delivered a Fifteenth Supplemental Indenture to
provide for the creation of its First Mortgage 3.20% Bonds, Series I, and for
further amendments to the First Mortgage, and (p) under date of July 1, 1956,
the Company executed, acknowledged and delivered a Sixteenth Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of its First Mortgage 3-1/2% Bonds,
Series J, and for further amendments to the First Mortgage, and (q) under date
of July 1, 1957, the Company executed, acknowledged and delivered a Seventeenth
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of its First Mortgage 4-3/8%
Bonds, Series K, and for a further amendment to the First Mortgage, and (r)
under date of January 15, 1959, the Company executed, acknowledged and delivered
an Eighteenth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 4-1/2% Bonds, Series L, and for further amendments to the First
Mortgage, and (s) under date of December 1, 1967, the Company executed,
acknowledged and delivered a Nineteenth Supplemental Indenture to subject to the
lien of the First Mortgage certain additional property and to provide for the
creation of its First Mortgage 6-1/2% Bonds, Series M, and for further
amendments to the First Mortgage, and (t) under date of April 15, 1969, the
Company executed, acknowledged and delivered a Twentieth Supplemental Indenture
to subject to the lien of the First Mortgage certain additional property and to
provide for the creation of its First Mortgage 7% Bonds, Series N, and (u) under
date of July 15, 1970, the Company executed, acknowledged and delivered a
Twenty-First Supplemental Indenture to provide for the creation of its First
Mortgage 8-3/4% Bonds, Series O, and for a further amendment to the First
Mortgage, and (v) under date of April 15, 1974, the Company executed,
acknowledged and delivered a Twenty-Second Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 8-7/8% Bond, Series P, and for a further
amendment to the First Mortgage, and (w) under date of September 1, 1975, the
Company executed, acknowledged and delivered a Twenty-Third Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
properties and to provide for the creation of its First Mortgage 9-1/2% Bonds,
Series Q, and (x) under date of January 15, 1977, the Company executed,
acknowledged and delivered
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a Twenty-Fourth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 7.90% Bonds, Series R, and to provide for the future modification
of certain provisions of the First Mortgage, and (y) under date of February 1,
1977, the Company executed, acknowledged and delivered a Twenty-Fifth
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of the First Mortgage 5-3/4%
Bonds, Pollution Control Series 1977, and to provide for the future modification
of certain provisions of the First Mortgage, and (z) under date of February 1,
1977, the Company executed, acknowledged and delivered a Restated Twenty-Fifth
Supplemental Indenture amending and restating said Twenty-Fifth Supplemental
Indenture, and (aa) under date of May 15, 1978, the Company executed,
acknowledged and delivered a Twenty-Sixth Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of the First Mortgage 6-1/2% Bonds, Pollution Control Series 1978
and to provide for the future modification of certain provisions of the First
Mortgage, and (bb) under date of June 1, 1980, the Company executed,
acknowledged and delivered a Twenty-Seventh Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 11-1/4% Bonds, Series S, and to provide for
the future modification of certain provisions of the First Mortgage, and (cc)
under date of October 15, 1980, the Company executed, acknowledged and delivered
a Twenty-Eighth Supplemental Indenture to subject to the lien of the First
Mortgage certain additional property and to provide for the creation of its
First Mortgage 7-3/8% Bonds, Pollution Control Series 1980 A, its First Mortgage
9-3/4% Bonds, Pollution Control Series 1980 B, and its First Mortgage 10% Bonds,
Pollution Control Series 1980 C, and to provide for the future modification of
certain provisions of the First Mortgage, and (dd) under date of December 1,
1982, the Company executed, acknowledged and delivered a Twenty-Ninth
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of its First Mortgage 10%
Bonds, Pollution Control Series 1982 A and its First Mortgage Adjustable Rate
Bonds, Pollution Control Series 1982 B and to provide for the future
modification of certain provisions of the First Mortgage, and (ee) under date of
November 30, 1983, the Company executed, acknowledged and delivered a Thirtieth
Supplemental Indenture to subject to the
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lien of the First Mortgage certain additional property, and (ff) under date of
December 1, 1991, the Company executed, acknowledged and delivered a
Thirty-First Supplemental Indenture to subject to the lien of the First Mortgage
certain additional property and to provide for the creation of its First
Mortgage 12% Bonds, Series T and to provide for the future modification of
certain provisions of the First Mortgage, and (gg) under date of June 1, 1993,
the Company executed, acknowledged, and delivered a Thirty-Second Supplemental
Indenture to provide for the creation of its First Mortgage 6.80% Bonds,
Pollution Control Series 1993 and to provide for the future modification of
certain provisions of the First Mortgage, and (hh) under date of June 1, 1995,
the Company executed, acknowledged, and delivered a Thirty-Third Supplemental
Indenture to provide for the creation of its First Mortgage 6.85% Term Bonds,
Pollution Control Series 1995 and to provide for the future modification of
certain provisions of the First Mortgage, and (ii) under date of August 1, 1995,
the Company executed, acknowledged and delivered a Thirty-Fourth Supplemental
Indenture to provide for the modification of certain provisions of the First
Mortgage, and (jj) under date of July 29, 1996, the Company executed,
acknowledged and delivered a Thirty-Fifth Supplemental Indenture to modify the
First Mortgage to delete certain covenants applicable to the Company's Series T
Bonds; and
Whereas, (a) said First Mortgage Indenture, dated April 1, 1928, has
been duly recorded or registered in the offices of the proper public officials
of Xxxx County, Illinois, Jefferson County, Illinois, Lake County, Indiana,
Xxxxxx County, Indiana, Xxxxx County, Kentucky, Pike County, Kentucky, Xxxxx
County, Kentucky, Xxxxxxx County, Kentucky, Iron County, Michigan, Marquette
County, Michigan, Crow Wing County, Minnesota, St. Louis County, Minnesota, and
Raleigh County, West Virginia, and (b) said Supplemental Indenture, dated
February 1, 1931, has been duly recorded or registered in the offices of the
proper public officials of Xxxx County, Illinois, Jefferson County, Illinois,
Lake County, Indiana, Xxxxxx County, Indiana, Crow Wing County, Minnesota, and
St. Louis County, Minnesota, and (c) said Second Supplemental Indenture has been
duly recorded or registered in the offices of the proper public officials of
Lake County, Indiana, Xxxxx County, Kentucky, Pike County, Kentucky, Xxxxx
County, Kentucky, Marquette County, Michigan and St. Louis County, Minnesota,
and (d) said Third Supplemental Indenture has been duly recorded or registered
in the
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office of the proper public official of Xxxxx County, Kentucky and (e) said
Fourth Supplemental Indenture has been duly recorded or registered in the office
of the proper public official of each of said counties in which said First
Mortgage Indenture has been recorded or registered, and (f) said Fifth
Supplemental Indenture has been duly recorded or registered in the office of the
proper public official of each of said counties in which said First Mortgage
Indenture has been recorded or registered, and (g) said Sixth Supplemental
Indenture and said Seventh Supplemental Indenture have been duly recorded or
registered in the offices of the proper public officials of Xxxxx County,
Kentucky and Xxxxx County, Kentucky, and (h) said Eighth Supplemental Indenture
has been duly recorded or registered in the office of the proper public official
of each of said counties (except Xxxxxxx County, Kentucky and Iron County,
Michigan) in which said First Mortgage Indenture has been duly recorded or
registered, and (i) said Ninth Supplemental Indenture has been duly recorded or
registered in the office of the proper public official of each of said counties
in which said First Mortgage Indenture has been recorded or registered, and (j)
said Tenth Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of each of said counties (except Xxxxxxx
County, Kentucky and Iron County, Michigan) in which said First Mortgage
Indenture has been recorded or registered, and (k) said Eleventh Supplemental
Indenture has been duly recorded or registered in the office of the proper
public official of Lake County, Indiana, and (l) said Twelfth Supplemental
Indenture and said Thirteenth Supplemental Indenture have been duly recorded or
registered in the office of the proper public official of each of said counties
in which said First Mortgage Indenture has been recorded or registered, and (m)
said Fourteenth Supplemental Indenture has been duly recorded or registered in
the office of the proper public official of Raleigh County, West Virginia, and
(n) said Fifteenth Supplemental Indenture, said Sixteenth Supplemental
Indenture, said Seventeenth Supplemental Indenture, and said Eighteenth
Supplemental Indenture have been duly recorded or registered in the office of
the proper public official of each of said counties in which said First Mortgage
Indenture has been recorded or registered, and (o) said Nineteenth Supplemental
Indenture has been duly recorded or registered in the office of the proper
public official of each of said counties (except Xxxxx County, Kentucky, Pike
County, Kentucky, Xxxxx County, Kentucky, Xxxxxxx County, Kentucky and
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Raleigh County, West Virginia) in which said First Mortgage Indenture has been
recorded or registered, and (p) said Twentieth Supplemental Indenture, said
Twenty-First Supplemental Indenture, and said Twenty-Second Supplemental
Indenture have been duly recorded or registered in the office of the proper
public official of each of said counties (except Xxxx County, Illinois, Xxxxx
County, Kentucky, Pike County, Kentucky, Xxxxx County, Kentucky, Xxxxxxx County,
Kentucky, and Raleigh County, West Virginia) in which said First Mortgage
Indenture has been recorded or registered, and (q) said Twenty-Third
Supplemental Indenture, said Twenty-Fourth Supplemental Indenture, said
Twenty-Fifth Supplemental Indenture, said Restated Twenty-Fifth Supplemental
Indenture, said Twenty-Sixth Supplemental Indenture, said Twenty-Seventh
Supplemental Indenture, and said Twenty-Eighth Supplemental Indenture have been
duly recorded or registered in the office of the proper public official of each
of said counties (except Xxxx County, Illinois, Xxxxx County, Kentucky, Pike
County, Kentucky, Xxxxx County, Kentucky, Xxxxxxx County, Kentucky, Iron County,
Michigan, Marquette County, Michigan, Crow Wing County, Minnesota, St. Louis
County, Minnesota and Raleigh County, West Virginia) in which said First
Mortgage Indenture has been recorded or registered, and (r) said Twenty-Ninth
Supplemental Indenture and said Thirtieth Supplemental Indenture have been duly
recorded or registered in the office of the proper public official of each of
said counties (except Xxxx County, Illinois, Jefferson County, Illinois, Xxxxxx
County, Indiana, Xxxxx County, Kentucky, Pike County, Kentucky, Xxxxx County,
Kentucky, Xxxxxxx County, Kentucky, Iron County, Michigan, Marquette County,
Michigan, Crow Wing County, Minnesota, St. Louis County, Minnesota and Raleigh
County, West Virginia) in which said First Mortgage Indenture has been recorded
or registered, and (s) said Thirty-First Supplemental Indenture has been duly
recorded or registered in the office of the proper public official of Lake
County, Indiana in which said First Mortgage Indenture has been recorded, and
(t) said Thirty- Second Supplemental Indenture has been duly recorded or
registered in the office of the proper public official of Lake County, Indiana
in which said First Mortgage Indenture has been recorded, and (u) said
Thirty-Third Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of Lake County, Indiana in which said First
Mortgage Indenture has been recorded, and (v) said Thirty-Fourth Supplemental
Indenture has been duly recorded or registered in the office of the proper
public
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official of Lake County, Indiana in which said First Mortgage Indenture has been
recorded, and (w) said Thirty-Fifth Supplemental Indenture has been duly
recorded or registered in the office of the proper public official of Lake
County, Indiana in which said First Mortgage Indenture has been recorded; and
WHEREAS, in Article One of the First Mortgage it is provided in
substance, among other things, that the Bonds may be issued in series, that all
Bonds of any one series shall be identical, except as in said Article One
otherwise provided, that the Bonds of each series may differ as to terms and
provisions thereof as in said Article One permitted, and that the maximum
principal amount of the Bonds issuable of any series may or may not be limited
as the board of directors of the Company shall determine; and
WHEREAS, under that certain Credit Agreement dated as of July 16, 1998
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Ispat Inland, L.P., a Delaware limited partnership (the
"Borrower"), the Company, as a guarantor and as an account party in respect of
the Letter of Credit referred to below, the other guarantors referred to
therein, the financial institutions from time to time party thereto as lenders
(the "Lenders") and Credit Suisse First Boston, a bank organized under the laws
of Switzerland, acting through its New York branch, as issuing bank (in such
capacity, together with its successors and assigns in such capacity, the
"Issuing Bank"), administrative agent and collateral agent (in such capacity,
together with its successors and assigns in such capacity, the "Collateral
Agent"), (a) the Lenders have made or will make loans to the Borrower in an
aggregate principal amount of $700,000,000 (the "Loans") and (b) the Issuing
Bank will issue to the Pension Benefit Guaranty Corporation, for the account of
the Borrower and the Company and for the purpose of supporting certain potential
pension obligations of the Company, an irrevocable standby letter of credit (the
"Letter of Credit") in the aggregate face amount of $160,000,000; and
WHEREAS, the proceeds of the Loans will be contributed by the Borrower
to its wholly owned subsidiary Ispat Inland Finance, LLC, a Delaware limited
liability company ("Xxxxx"), and loaned by Xxxxx to the Company (the "Xxxxx
Loan"); and
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WHEREAS, pursuant to the Credit Agreement, the Borrower is required to
enter into interest rate swap agreements, interest rate cap agreements, interest
rate collar agreements or similar agreements or arrangements designed to protect
the Borrower against fluctuations in interest rates with respect to indebtedness
of the Borrower and the Company ("Interest Rate Protection Agreements"); and
WHEREAS, the Company desires, in order to evidence the Xxxxx Loan, to
create and issue under and in accordance with the provisions of the First
Mortgage, $700,000,000 aggregate principal amount of Bonds to be known as its
"Series U First Mortgage Bonds" (hereinafter sometimes called "Series U Bonds"
or "Bonds of Series U"), which Bonds are to be issued to Xxxxx, and assigned by
Xxxxx to, and registered in the name of, the Collateral Agent pursuant to a
pledge agreement (as amended, supplemented or otherwise modified from time to
time, the "Pledge Agreement") dated as of the date hereof among the Borrower,
the subsidiary pledgors listed therein, and Credit Suisse First Boston, as
Collateral Agent; and
WHEREAS, the Company desires, in order to secure its obligations as an
account party and a guarantor with respect to the Letter of Credit, to create
and issue under and in accordance with the provisions of the First Mortgage,
Bonds to be known as its "Series V First Mortgage Bonds" (hereinafter sometimes
called "Series V Bonds" or "Bonds of Series V") in an aggregate principal amount
equal to $160,000,000, which Bonds are to be issued to, and registered in the
name of, the Collateral Agent; and
WHEREAS, the Company desires, in order to secure its obligations as a
counterparty or a guarantor in respect of each Interest Rate Protection
Agreement, to create and issue under and in accordance with the First Mortgage,
Bonds to be known as its "Series W First Mortgage Bonds" (hereinafter sometimes
called "Series W Bonds" or "Bonds of Series W", and the Series W Bonds, together
with the Series U and the Series V Bonds, are hereinafter called the "Series
Bonds") in an aggregate principal amount equal to $15,000,000, which Bonds are
to be issued to, and registered in the name of, the Collateral Agent; and
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WHEREAS, the form, terms and provisions of this Indenture and the
execution thereof by the Company have been duly authorized; and
WHEREAS, the Series Bonds and the certificate of authentication of the
Corporate Trustee to be endorsed upon all Series Bonds are to be substantially
in the following forms, with appropriate omissions, insertions and variations as
in the First Mortgage and in this Indenture provided or permitted:
[FORM OF SERIES U BOND]
EXCEPT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
(AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO BELOW), THIS BOND IS NOT
TRANSFERABLE TO ANY PERSON OTHER THAN A SUCCESSOR COLLATERAL AGENT UNDER THE
CREDIT AGREEMENT DATED AS OF JULY 16, 1998, AMONG THE COMPANY, ISPAT INLAND,
L.P., A DELAWARE LIMITED PARTNERSHIP (THE "BORROWER"), THE OTHER GUARANTORS
NAMED THEREIN, THE LENDERS NAMED THEREIN, AND CREDIT SUISSE FIRST BOSTON, AS
ISSUING BANK, AS ADMINISTRATIVE AGENT, AND AS COLLATERAL AGENT (TOGETHER WITH
ANY SUCCESSORS UNDER SUCH CREDIT AGREEMENT, THE "COLLATERAL AGENT") (SUCH CREDIT
AGREEMENT, AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE "CREDIT
AGREEMENT").
INLAND STEEL COMPANY
No._____________ $700,000,000
SERIES U FIRST MORTGAGE BONDS
INLAND STEEL COMPANY, a Delaware corporation (herein, together with its
successors and assigns, the "Company"), for value received promises to pay to
Credit Suisse First Boston, as Collateral Agent and assignee of Ispat Inland
Finance, LLC, a Delaware limited liability company ("Xxxxx"), pursuant to a
pledge agreement (as amended, supplemented or otherwise modified from time to
time, the "Pledge Agreement") dated as of July 16, 1998, among the Borrower, the
subsidiary pledgors listed therein, and Credit Suisse First
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Boston, as Collateral Agent, or designees the principal sum of Seven Hundred
Million Dollars ($700,000,000) or such lesser principal amount as is equal to
the aggregate principal amount of the outstanding Loans (as defined in the
Credit Agreement) in whole or installments on such date or dates as the Borrower
has any obligation to make payments with respect to the Loans under the Credit
Agreement, but not later than, with respect to Tranche B Loans (as defined in
the Credit Agreement), the Tranche B Maturity Date (as defined in the Credit
Agreement) or, with respect to Tranche C Loans (as defined in the Credit
Agreement), the Tranche C Maturity Date (as defined in the Credit Agreement), at
the same place or places as such payments are required to be made by the
Borrower under the Credit Agreement, in any coin or currency of the United
States of America which at the time of such payment shall be legal tender for
the payment of public and private debts, and to pay interest on the unpaid
principal amount hereof in like coin or currency to the registered owner hereof
or its designees at said place or places at such rate or rates per annum on each
interest payment date (as hereinafter defined) as shall cause the amount of
interest payable on such interest payment date on this Series U Bond to equal
(i) the amount of interest, fees, charges and expenses payable on such interest
payment date with respect to the Loans under the Credit Agreement plus (ii)
additional interest on the Loans under the Credit Agreement in the amount of 1/2
of 1% per annum ("Additional Interest"). Such interest shall be payable to the
Collateral Agent or its designees (provided, however, that Additional Interest
shall be payable directly to Xxxxx) on the same dates as interest with respect
to the Loans is payable from time to time pursuant to the Credit Agreement (each
such date hereinafter called an "interest payment date"), until maturity of this
Series U Bond, or if the Collateral Agent shall demand redemption of this Series
U Bond, until the redemption date, or, if the Company shall default in the
payment of principal due on this Series U Bond, until such principal and
interest shall have been paid in full and the Company's obligations with respect
thereto discharged as provided in the First Mortgage (as hereinafter defined).
The amount of interest and fees and types of charges and expenses payable from
time to time with respect to the Loans under the Credit Agreement, the basis on
which such amounts are computed and the dates on which such amounts are payable
are set forth in the Credit Agreement.
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This bond is one of the Bonds of Series U of an issue of registered
bonds of the Company, known as its First Mortgage Bonds and herein termed the
"Bonds", all issued and to be issued under, and equally secured by, an indenture
of mortgage and deed of trust, dated April 1, 1928, made by the Company to First
Trust and Savings Bank and Xxxxxx X. Xxxxxxx, as Trustees (The First National
Bank of Chicago and Xxxx X. Xxxxxx, Successor Trustees), herein sometimes termed
the "First Mortgage". The term "First Mortgage" wherever used herein shall,
unless the context shall otherwise require, be deemed to include the First
Mortgage as amended and all indentures supplemental to the First Mortgage,
including the Thirty-Sixth Supplemental Indenture dated as of July 16, 1998
(herein called the "Thirty-Sixth Supplemental Indenture"). The Fourth
Supplemental Indenture dated December 16, 1935, the Fifth Supplemental Indenture
dated January 15, 1936, the Eighth Supplemental Indenture dated as of January
15, 1937, the Ninth Supplemental Indenture dated as of March 1, 1940, the Tenth
Supplemental Indenture dated as of March 15, 1940, the Twelfth Supplemental
Indenture dated as of November 1, 1946, the Fifteenth Supplemental Indenture
dated as of March 1, 1952, the Sixteenth Supplemental Indenture dated as of July
1, 1956, the Seventeenth Supplemental Indenture dated as of July 1, 1957, the
Eighteenth Supplemental Indenture dated as of January 15, 1959, the Nineteenth
Supplemental Indenture dated as of December 1, 1967, the Twenty-First
Supplemental Indenture dated as of July 15, 1970, the Twenty-Second Supplemental
Indenture dated as of April 15, 1974, the Thirty-Fourth Supplemental Indenture,
dated as of August 1, 1995, and the Thirty-Fifth Supplemental Indenture, dated
as of July 29, 1996, made by the Company to the Trustees under the First
Mortgage, provide, among other things, for certain amendments of the First
Mortgage or indentures supplemental thereto. The Twenty-Fourth Supplemental
Indenture dated as of January 15, 1977, the Restated Twenty-Fifth Supplemental
Indenture dated as of February 1, 1977, the Twenty-Sixth Supplemental Indenture
dated as of May 15, 1978, the Twenty-Seventh Supplemental Indenture dated as of
June 1, 1980, the Twenty-Eighth Supplemental Indenture dated as of October 15,
1980, the Twenty-Ninth Supplemental Indenture dated as of December 1, 1982, the
Thirty-First Supplemental Indenture, made by the Company to the Trustees under
the First Mortgage, dated as of December 1, 1991, the Thirty-Second Supplemental
Indenture, dated as of June 1, 1993, and the Thirty-Third Supplemental
Indenture, dated as of June 1, 1995, provide, among other things, for the future
modification of certain provisions of the First
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Mortgage without any further vote or consent on the part of the holders of the
respective series of Bonds, including this Series U Bond, created by such
supplemental indentures. For a description of the properties mortgaged and
pledged, the nature and extent of the security, and the terms and conditions
upon which the Bonds are secured, reference is made to the First Mortgage. The
aggregate principal amount of the Bonds which may be issued under the First
Mortgage is not limited.
Any payment made by or on behalf of the Borrower in respect of the
Borrower's obligations with respect to the Loans under the Credit Agreement
shall be deemed a payment in respect of this Series U Bond, but such payment
shall not reduce the principal amount of this Series U Bond unless, and then
only to the extent, the aggregate principal amount of the outstanding Loans is
irrevocably reduced concurrently with such payment. In the event that all of the
Borrower's obligations with respect to the Loans under the Credit Agreement have
been paid in full and discharged, this Series U Bond shall be deemed paid in
full and the Collateral Agent shall surrender this Series U Bond to the
Corporate Trustee for cancellation.
This Series U Bond shall be redeemed by the Company at a redemption
price of 100% (expressed as a percentage of principal amount) plus accrued
interest thereon to the redemption date, in cash, following receipt by the
Company and the Corporate Trustee of a written demand for redemption of this
Series U Bond from the Collateral Agent (the "Series U Redemption Demand"). This
Series U Bond shall be redeemed by the Company in the amount specified in the
Series U Redemption Demand, which amount shall be equal to the outstanding
principal, interest and other amounts then due and owing with respect to the
Loans under the Credit Agreement. The Series U Redemption Demand shall also
state (i) that an "Event of Default" has occurred and is continuing under the
terms of the Credit Agreement, (ii) that payment of the principal amount
outstanding under the Credit Agreement, all interest thereon and all other
amounts payable thereunder are immediately due and payable, and (iii) that the
Collateral Agent has demanded payment thereof from the Borrower. This Series U
Bond shall be redeemed on the fifth Business Day (as defined in the Credit
Agreement) following receipt by the Company and the Corporate Trustee of the
Series U Redemption Demand upon its surrender to the Company, as
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paying agent for the Series U Bonds pursuant to the Indenture. Any payment made
to the Collateral Agent pursuant to a Series U Redemption Demand shall
constitute a payment by the Borrower in respect of its obligations with respect
to the Loans under the Credit Agreement. The Series U Redemption Demand shall be
rescinded and shall be null and void for all purposes of the First Mortgage upon
receipt by the Company and the Corporate Trustee, no later than the Business Day
prior to the date fixed for redemption, of a certificate of the Collateral Agent
(a) stating that there has been a waiver of such Event of Default, or (b)
withdrawing said Series U Redemption Demand.
In case an event of default as defined in the First Mortgage shall
occur, the principal of the Bonds (including the Series U Bonds) may become or
be declared due and payable, in the manner and with the effect provided in the
First Mortgage.
Series U Bonds are issuable only in fully registered form without
coupons in the denominations of $1,000 and any integral multiples thereof.
No recourse shall be had for the payment of the principal of or
interest or other amounts on this Series U Bond or any part hereof or for any
claim based hereon or otherwise in respect hereof or of the indebtedness
represented hereby or of the First Mortgage, against the Trustees, any
subscriber, incorporator, stockholder, officer or director, as such, past,
present or future, of the Trustees or the Company or of any successor
corporation, either directly or indirectly through the Company or any successor
corporation, whether by virtue of any statute or constitutional provision or by
the enforcement of any assessment or otherwise, all such liability being by the
acceptance hereof and as part of the consideration for the issue hereof
expressly waived and released and being likewise waived and released by the
terms of the First Mortgage.
Except after the occurrence and during the continuance of an Event of
Default (as defined in the Credit Agreement), this Series U Bond is
nontransferable except to effect transfer to any successor to the Collateral
Agent under the Credit Agreement, but is exchangeable by the registered holder
hereof, in person or by attorney duly authorized, at the office or agency of the
Company in
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the Borough of Manhattan, The City of New York, State of New York, or at the
office or agency of the Company, in the City of Chicago, State of Illinois, upon
surrender and cancellation of this Series U Bond, and upon any such transfer or
exchange one or more new registered Series U Bonds, without coupons, of
authorized denominations, will be issued to the authorized transferee, or the
registered holder, as the case may be, as provided in the First Mortgage. A
service charge will not be made for any transfer or exchange of Series U Bonds,
but the Company may require payment of a sum sufficient to cover any stamp tax
or other governmental charge payable in connection therewith.
The person in whose name this bond is registered shall be deemed and be
regarded as the owner hereof for all purposes.
This bond shall not be entitled to any benefit under the First
Mortgage, and shall not become valid or obligatory for any purpose,
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until it shall have been authenticated by the execution by the Corporate Trustee
under the First Mortgage of the certificate hereon endorsed.
IN WITNESS WHEREOF, Inland Steel Company has caused this Series U Bond
to be signed by its President or one of its Vice-Presidents, and its corporate
seal to be hereunto affixed and attested by its Secretary or one of its
Assistant Secretaries.
Dated:
INLAND STEEL COMPANY
by________________________
Title:
(Form of Corporate Trustee's Certificate of Authentication)
This bond is one of the bonds described in the within-mentioned First
Mortgage.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
Corporate Trustee
by_______________________________
Authorized Officer
[END OF FORM OF SERIES U BOND]
[FORM OF SERIES V BOND]
EXCEPT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
(AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO BELOW), THIS BOND IS NOT
TRANSFERABLE TO ANY PERSON OTHER THAN A SUCCESSOR COLLATERAL AGENT UNDER THE
CREDIT AGREEMENT DATED AS OF JULY 16, 1998, AMONG THE COMPANY, ISPAT INLAND,
L.P., A DELAWARE LIMITED PARTNERSHIP (THE "BORROWER"), THE OTHER GUARANTORS
NAMED THEREIN, THE LENDERS NAMED THEREIN, AND CREDIT SUISSE FIRST BOSTON, AS
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ISSUING BANK, AS ADMINISTRATIVE AGENT, AND AS COLLATERAL AGENT (TOGETHER WITH
ANY SUCCESSORS UNDER SUCH CREDIT AGREEMENT, THE "COLLATERAL AGENT") (SUCH CREDIT
AGREEMENT, AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE "CREDIT
AGREEMENT").
INLAND STEEL COMPANY
No._____________ $160,000,000
SERIES V FIRST MORTGAGE BONDS
INLAND STEEL COMPANY, a Delaware corporation (herein, together with its
successors and assigns, the "Company"), for value received promises to pay to
Credit Suisse First Boston, as Collateral Agent, or registered assigns the
principal sum of (i) One Hundred Sixty Million Dollars ($160,000,000) or (ii)
such lesser principal amount as is equal to the aggregate outstanding principal
amount from time to time of all unreimbursed L/C Disbursements (as defined in
the Credit Agreement) in respect of the Letter of Credit (as defined in the
Thirty-Sixth Supplemental Indenture referred to below), and to pay interest from
time to time in an aggregate amount as shall equal the amount of all interest
payable in respect of unreimbursed L/C Disbursements, all L/C Participation Fees
(as defined in the Credit Agreement) and all Issuing Bank Fees (as defined in
the Credit Agreement, and, together with L/C Participation Fees, the "L/C Fees")
set forth in the Credit Agreement which have become due thereunder, on such date
or dates and in the same place or places as such payments are required to be
made by the Borrower and the Company under the Credit Agreement, in any coin or
currency of the United States of America which at the time of such payment shall
be legal tender for the payment of public and private debts. The amount of
interest and fees and types of charges and expenses payable from time to time
with respect to the outstanding unreimbursed L/C Disbursements and the L/C Fees
under the Credit Agreement, the basis on which such amounts are computed and the
dates on which such amounts are payable are set forth in the Credit Agreement.
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This bond is one of the Bonds of Series V of an issue of registered
bonds of the Company, known as its First Mortgage Bonds and herein termed the
"Bonds", all issued and to be issued under, and equally secured by, an indenture
of mortgage and deed of trust, dated April 1, 1928, made by the Company to First
Trust and Savings Bank and Xxxxxx X. Xxxxxxx, as Trustees (The First National
Bank of Chicago and Xxxx X. Xxxxxx, Successor Trustees), herein sometimes termed
the "First Mortgage". The term "First Mortgage" wherever used herein shall,
unless the context shall otherwise require, be deemed to include the First
Mortgage as amended and all indentures supplemental to the First Mortgage,
including the Thirty-Sixth Supplemental Indenture dated as of July 16, 1998
(herein called the "Thirty-Sixth Supplemental Indenture"). The Fourth
Supplemental Indenture dated December 16, 1935, the Fifth Supplemental Indenture
dated January 15, 1936, the Eighth Supplemental Indenture dated as of January
15, 1937, the Ninth Supplemental Indenture dated as of March 1, 1940, the Tenth
Supplemental Indenture dated as of March 15, 1940, the Twelfth Supplemental
Indenture dated as of November 1, 1946, the Fifteenth Supplemental Indenture
dated as of March 1, 1952, the Sixteenth Supplemental Indenture dated as of July
1, 1956, the Seventeenth Supplemental Indenture dated as of July 1, 1957, the
Eighteenth Supplemental Indenture dated as of January 15, 1959, the Nineteenth
Supplemental Indenture dated as of December 1, 1967, the Twenty-First
Supplemental Indenture dated as of July 15, 1970, the Twenty-Second Supplemental
Indenture dated as of April 15, 1974, the Thirty-Fourth Supplemental Indenture,
dated as of August 1, 1995, and the Thirty-Fifth Supplemental Indenture, dated
as of July 29, 1996, made by the Company to the Trustees under the First
Mortgage, provide, among other things, for certain amendments of the First
Mortgage or indentures supplemental thereto. The Twenty-Fourth Supplemental
Indenture dated as of January 15, 1977, the Restated Twenty-Fifth Supplemental
Indenture dated as of February 1, 1977, the Twenty-Sixth Supplemental Indenture
dated as of May 15, 1978, the Twenty-Seventh Supplemental Indenture dated as of
June 1, 1980, the Twenty-Eighth Supplemental Indenture dated as of October 15,
1980, the Twenty-Ninth Supplemental Indenture dated as of December 1, 1982, the
Thirty-First Supplemental Indenture, made by the Company to the Trustees under
the First Mortgage, dated as of December 1, 1991, the Thirty-Second Supplemental
Indenture, dated as of June 1, 1993, and the Thirty-Third Supplemental
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Indenture, dated as of June 1, 1995, provide, among other things, for the future
modification of certain provisions of the First Mortgage without any further
vote or consent on the part of the holders of the respective series of Bonds,
including this Series V Bond, created by such supplemental indentures. For a
description of the properties mortgaged and pledged, the nature and extent of
the security, and the terms and conditions upon which the Bonds are secured,
reference is made to the First Mortgage. The aggregate principal amount of the
Bonds which may be issued under the First Mortgage is not limited.
Any payment made by or on behalf of the Borrower or the Company in
respect of their obligations (including, without limitation, L/C Fees) with
respect to the Letter of Credit shall be deemed a payment in respect of this
Series V Bond, but such payment shall not reduce the principal amount of this
Series V Bond unless, and then only to the extent, that the Maximum Credit
Amount (as defined in the Letter of Credit) is also reduced. In the event that
all of the Company's and the Borrower's obligations with respect to the Letter
of Credit under the Credit Agreement have been paid in full and discharged, and
the Letter of Credit shall have expired or terminated or been surrendered for
cancellation, this Series V Bond shall be deemed paid in full and the Collateral
Agent shall surrender this Series V Bond to the Corporate Trustee for
cancellation.
This Series V Bond shall be redeemed by the Company at a redemption
price of 100% (expressed as a percentage of principal amount) plus accrued
interest thereon to the redemption date, in cash, following receipt by the
Company and the Corporate Trustee of a written demand for redemption of this
Series V Bond from the Collateral Agent (the "Series V Redemption Demand"). This
Series V Bond shall be redeemed by the Company in the amount specified in the
Series V Redemption Demand, which amount shall be equal to all outstanding L/C
Disbursements, L/C Fees which have become due under the Credit Agreement and are
unpaid and interest on the preceding and other amounts then due and owing with
respect to the Letter of Credit under the Credit Agreement. This Series V Bond
shall be redeemed on the fifth Business Day (as defined in the Credit Agreement)
following receipt by the Company and the Corporate Trustee of the Series V
Redemption Demand upon its surrender to the Company, as paying agent for the
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Series V Bonds pursuant to the Indenture. Any payment made to the Collateral
Agent pursuant to a Series V Redemption Demand shall constitute a payment by the
Company and the Borrower in respect of their obligations with respect to the
Letter of Credit under the Credit Agreement. The Series V Redemption Demand
shall be rescinded and shall be null and void for all purposes of the First
Mortgage upon receipt by the Company and the Corporate Trustee, no later than
the Business Day prior to the date fixed for redemption, of a certificate of the
Collateral Agent (a) stating that all amounts that would then be due and payable
hereunder have been paid in full, or (b) withdrawing said Series V Redemption
Demand.
In case an event of default as defined in the First Mortgage shall
occur, the principal of the Bonds (including the Series V Bonds) may become or
be declared due and payable, in the manner and with the effect provided in the
First Mortgage.
Series V Bonds are issuable only in fully registered form without
coupons in the denominations of $1,000 and any integral multiples thereof.
No recourse shall be had for the payment of the principal of or
interest or other amounts on this Series V Bond or any part hereof or for any
claim based hereon or otherwise in respect hereof or of the indebtedness
represented hereby or of the First Mortgage, against the Trustees or any
subscriber, incorporator, stockholder, officer or director, as such, past,
present or future, of the the Trustees or Company or of any successor
corporation, either directly or indirectly through the Company or any successor
corporation, whether by virtue of any statute or constitutional provision or by
the enforcement of any assessment or otherwise, all such liability being by the
acceptance hereof and as part of the consideration for the issue hereof
expressly waived and released and being likewise waived and released by the
terms of the First Mortgage.
Except after the occurrence and during the continuance of an Event of
Default (as defined in the Credit Agreement), this Series V Bond is
nontransferable except to effect transfer to any successor to the Collateral
Agent under the Credit Agreement, but is exchangeable by the registered holder
hereof, in person or by
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attorney duly authorized, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, State of New York, or at the office or
agency of the Company, in the City of Chicago, State of Illinois, upon surrender
and cancellation of this Series V Bond, and upon any such transfer or exchange
one or more new registered Series V Bonds, without coupons, of authorized
denominations, will be issued to the authorized transferee, or the registered
holder, as the case may be, as provided in the First Mortgage. A service charge
will not be made for any transfer or exchange of Series V Bonds, but the Company
may require payment of a sum sufficient to cover any stamp tax or other
governmental charge payable in connection therewith.
The person in whose name this bond is registered shall be deemed and be
regarded as the owner hereof for all purposes.
This bond shall not be entitled to any benefit under the First
Mortgage, and shall not become valid or obligatory for any purpose, until it
shall have been authenticated by the execution
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by the Corporate Trustee under the First Mortgage of the certificate hereon
endorsed.
IN WITNESS WHEREOF, Inland Steel Company has caused this Series V Bond
to be signed in its name by its President or one of its Vice-Presidents, and its
corporate seal to be hereunto affixed and attested by its Secretary or one of
its Assistant Secretaries.
Dated:
INLAND STEEL COMPANY
by________________________
Title:
(Form of Corporate Trustee's Certificate of Authentication)
This bond is one of the bonds described in the within-mentioned First
Mortgage.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
Corporate Trustee
by_______________________________
Authorized Officer
[END OF FORM OF SERIES V BOND]
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[FORM OF SERIES W BOND]
EXCEPT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
(AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO BELOW), THIS BOND IS NOT
TRANSFERABLE TO ANY PERSON OTHER THAN A SUCCESSOR COLLATERAL AGENT UNDER THE
CREDIT AGREEMENT DATED AS OF JULY 16, 1998, AMONG THE COMPANY, ISPAT INLAND,
L.P., A DELAWARE LIMITED PARTNERSHIP (THE "BORROWER"), THE OTHER GUARANTORS
NAMED THEREIN, THE LENDERS NAMED THEREIN, AND CREDIT SUISSE FIRST BOSTON, AS
ISSUING BANK, AS ADMINISTRATIVE AGENT, AND AS COLLATERAL AGENT (TOGETHER WITH
ANY SUCCESSORS UNDER SUCH CREDIT AGREEMENT, THE "COLLATERAL AGENT") (SUCH CREDIT
AGREEMENT, AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE "CREDIT
AGREEMENT").
INLAND STEEL COMPANY
No.______________ $15,000,000
SERIES W FIRST MORTGAGE BONDS
INLAND STEEL COMPANY, a Delaware corporation (herein, together with its
successors and assigns, the "Company"), for value received promises to pay to
Credit Suisse First Boston, as Collateral Agent, or registered assigns the
principal sum of (i) Fifteen Million Dollars ($15,000,000) or (ii) such lesser
amount as is equal to the aggregate sum of all amounts that from time to time
may be due and owing by the Company or the Borrower under each Interest Rate
Protection Agreement (as defined in the Thirty-Sixth Supplemental Indenture
referred to below), including principal, interest, fees, charges and expenses
payable thereunder, to each counterparty to such Interest Rate Protection
Agreement that was a Lender (as defined in the Credit Agreement) or an Affiliate
(as defined in the Credit Agreement) of a Lender at the time such Interest Rate
Protection Agreement was entered into (each such Interest Rate Protection
Agreement, an "Applicable Interest Rate Protection Agreement", each such
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counterparty, a "Hedging Counterparty", and all such amounts due, including
principal, interest, fees, charges and expenses, under Applicable Interest Rate
Protection Agreements, the "Covered Amounts") on such date or dates and in such
amounts as the Company or the Borrower has any obligation to make payments for
Covered Amounts under any Applicable Interest Rate Protection Agreement, but not
later than July 16, 2006, at the same place or places as such payments are
required to be made by the Company or the Borrower under the Applicable Interest
Rate Protection Agreement, in any coin or currency of the United States of
America which at the time of such payment shall be legal tender for the payment
of public and private debts. Covered Amounts shall be payable to the applicable
Hedging Counterparty until maturity of this Series W Bond, or if the Collateral
Agent shall demand redemption of this Series W Bond, Covered Amounts shall be
payable to the Collateral Agent until the redemption date, or, if the Company
shall default in the payment of principal due on this Series W Bond, until such
principal shall have been paid in full and the Company's obligations with
respect thereto discharged as provided in the First Mortgage (as hereinafter
defined). Covered Amounts payable to Hedging Counterparties from time to time,
the basis on which Covered Amounts are computed and the dates on which Covered
Amounts are payable are as are set forth in the Applicable Interest Rate
Protection Agreements.
This bond is one of the Bonds of Series W of an issue of registered
bonds of the Company, known as its First Mortgage Bonds and herein termed the
"Bonds", all issued and to be issued under, and equally secured by, an indenture
of mortgage and deed of trust, dated April 1, 1928, made by the Company to First
Trust and Savings Bank and Xxxxxx X. Xxxxxxx, as Trustees (The First National
Bank of Chicago and Xxxx X. Xxxxxx, Successor Trustees), herein sometimes termed
the "First Mortgage". The term "First Mortgage" wherever used herein shall,
unless the context shall otherwise require, be deemed to include the First
Mortgage as amended and all indentures supplemental to the First Mortgage,
including the Thirty-Sixth Supplemental Indenture dated as of July 16, 1998
(herein called the "Thirty-Sixth Supplemental Indenture"). The Fourth
Supplemental Indenture dated December 16, 1935, the Fifth Supplemental Indenture
dated January 15, 1936, the Eighth Supplemental Indenture dated as of January
15, 1937, the Ninth Supplemental Indenture dated as of March 1, 1940,
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27
the Tenth Supplemental Indenture dated as of March 15, 1940, the Twelfth
Supplemental Indenture dated as of November 1, 1946, the Fifteenth Supplemental
Indenture dated as of March 1, 1952, the Sixteenth Supplemental Indenture dated
as of July 1, 1956, the Seventeenth Supplemental Indenture dated as of July 1,
1957, the Eighteenth Supplemental Indenture dated as of January 15, 1959, the
Nineteenth Supplemental Indenture dated as of December 1, 1967, the Twenty-First
Supplemental Indenture dated as of July 15, 1970, the Twenty-Second Supplemental
Indenture dated as of April 15, 1974, the Thirty-Fourth Supplemental Indenture,
dated as of August 1, 1995, and the Thirty-Fifth Supplemental Indenture, dated
as of July 29, 1996, made by the Company to the Trustees under the First
Mortgage, provide, among other things, for certain amendments of the First
Mortgage or indentures supplemental thereto. The Twenty-Fourth Supplemental
Indenture dated as of January 15, 1977, the Restated Twenty-Fifth Supplemental
Indenture dated as of February 1, 1977, the Twenty-Sixth Supplemental Indenture
dated as of May 15, 1978, the Twenty-Seventh Supplemental Indenture dated as of
June 1, 1980, the Twenty-Eighth Supplemental Indenture dated as of October 15,
1980, the Twenty-Ninth Supplemental Indenture dated as of December 1, 1982, the
Thirty-Sixth Supplemental Indenture, made by the Company to the Trustees under
the First Mortgage, dated as of December 1, 1991, the Thirty-Second Supplemental
Indenture, dated as of June 1, 1993, and the Thirty-Third Supplemental
Indenture, dated as of June 1, 1995, provide, among other things, for the future
modification of certain provisions of the First Mortgage without any further
vote or consent on the part of the holders of the respective series of Bonds,
including this Series W Bond, created by such supplemental indentures. For a
description of the properties mortgaged and pledged, the nature and extent of
the security, and the terms and conditions upon which the Bonds are secured,
reference is made to the First Mortgage. The aggregate principal amount of the
Bonds which may be issued under the First Mortgage is not limited.
Any payments made by or on behalf of the Company or the Borrower of
Covered Amounts made to Hedging Counterparties shall be deemed a payment in
respect of this Series W Bond, but such payment shall not reduce the principal
amount of this Series W Bond. In the event that all of the Company's and the
Borrower's obligations with respect to the payment of Covered Amounts have
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been paid in full and all Applicable Interest Rate Protection Agreements have
expired or been terminated, the Company may request that this Series W Bond be
deemed paid in full and that the Collateral Agent surrender this Series W Bond
to the Corporate Trustee for cancellation.
This Series W Bond shall be redeemed by the Company at a redemption
price of 100% (expressed as a percentage of principal amount), in cash,
following receipt by the Corporate Trustee of a written demand for redemption of
this Series W Bond from the Collateral Agent (the "Series W Redemption Demand").
This Series W Bond shall be redeemed in the amount specified in the Series W
Redemption Demand, which amount shall be equal to the Covered Amounts then due
and owing. This Series W Bond shall be redeemed on the fifth Business Day (as
defined in the Credit Agreement) following receipt by the Company and the
Corporate Trustee of the Series W Redemption Demand upon its surrender to the
Company, as paying agent for the Series W Bonds pursuant to the Indenture. Any
payment made to the Collateral Agent pursuant to a Series W Redemption Demand
shall constitute a payment by the Company or the Borrower, as applicable, of
Covered Amounts. The Series W Redemption Demand shall be rescinded and shall be
null and void for all purposes of the First Mortgage upon receipt by the Company
and the Corporate Trustee, no later than the Business Day prior to the date
fixed for redemption, of a certificate of the Collateral Agent (a) stating that
all amounts that would be due and payable hereunder have been paid in full, or
(b) withdrawing said Series W Redemption Demand.
In case an event of default as defined in the First Mortgage shall
occur, the principal of the Bonds (including the Series W Bonds) may become or
be declared due and payable, in the manner and with the effect provided in the
First Mortgage.
Series W Bonds are issuable only in fully registered form without
coupons in the denominations of $1,000 and any integral multiples thereof.
No recourse shall be had for the payment of the principal of or
interest or other amounts on this Series W Bond or any part hereof or for any
claim based hereon or otherwise in respect hereof or of the indebtedness
represented hereby or of the First
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Mortgage, against the Trustees or any subscriber, incorporator, stockholder,
officer or director, as such, past, present or future, of the Trustees or the
Company or of any successor corporation, either directly or indirectly through
the Company or any successor corporation, whether by virtue of any statute or
constitutional provision or by the enforcement of any assessment or otherwise,
all such liability being by the acceptance hereof and as part of the
consideration for the issue hereof expressly waived and released and being
likewise waived and released by the terms of the First Mortgage.
Except after the occurrence and during the continuance of an Event of
Default (as defined in the Credit Agreement), this Series W Bond is
nontransferable except to effect transfer to any successor to the Collateral
Agent under the Credit Agreement, but is exchangeable by the registered holder
hereof, in person or by attorney duly authorized, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, State of New York, or
at the office or agency of the Company, in the City of Chicago, State of
Illinois, upon surrender and cancellation of this Series W Bond, and upon any
such transfer or exchange one or more new registered Series W Bonds, without
coupons, of authorized denominations, will be issued to the authorized
transferee, or the registered holder, as the case may be, as provided in the
First Mortgage. A service charge will not be made for any transfer or exchange
of Series W Bonds, but the Company may require payment of a sum sufficient to
cover any stamp tax or other governmental charge payable in connection
therewith.
The person in whose name this bond is registered shall be deemed and be
regarded as the owner hereof for all purposes.
This bond shall not be entitled to any benefit under the First
Mortgage, and shall not become valid or obligatory for any purpose, until it
shall have been authenticated by the execution
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by the Corporate Trustee under the First Mortgage of the certificate hereon
endorsed.
IN WITNESS WHEREOF, Inland Steel Company has caused this Series W Bond
to be signed in its name by its President or one of its Vice-Presidents, and its
corporate seal to be hereunto affixed and attested by its Secretary or one of
its Assistant Secretaries.
Dated:
INLAND STEEL COMPANY
by________________________
Title:
(Form of Corporate Trustee's Certificate of Authentication)
This bond is one of the bonds described in the within-mentioned First Mortgage.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
Corporate Trustee
by_______________________________
Authorized Officer
[END OF FORM OF SERIES W BOND]
WHEREAS, all acts and things prescribed by law and by the certificate
of incorporation and by-laws of the Company and by the First Mortgage have been
duly complied with and the Company has executed this Indenture in the exercise
of the legal rights and powers vested in it, and all things necessary to make
this Indenture the valid and binding obligation of the Company and a valid and
binding agreement supplemental to the First Mortgage, and all things necessary
to make the Series Bonds, when authenticated by the Corporate Trustee and
delivered, the valid
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and binding obligation of the Company, have been done and performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in order to secure the payment of all the Bonds at any time
issued and outstanding under the First Mortgage, regardless of the date of issue
thereof, according to their tenor, purport and effect, as well as the interest
and premium, if any, thereon and the principal thereof, and to secure the
performance and observance of all the covenants and conditions in the First
Mortgage and said Bonds contained, and in consideration of the premises and of
the acceptance or purchase of the Series Bonds by the holders thereof, and the
sum of $100.00 lawful money of the United States of America to the Company duly
paid by the Trustees at or before the sealing and delivery of this Indenture
(the receipt whereof is hereby acknowledged), the Company has executed and
delivered this Indenture, and hereby creates the Series Bonds and hereby agrees
with the Trustees as hereinafter provided:
ARTICLE ONE
AMOUNT, FORM, ISSUE, REGISTRATION AND EXCHANGE,
AND OTHER PROVISIONS OF SERIES BONDS
SECTION I. The Series U Bonds shall be known as the "Series U First
Mortgage Bonds" of the Company, and shall be limited to an aggregate principal
amount of $700,000,000, but the aggregate principal amount thereof outstanding
at any time shall not exceed the aggregate outstanding principal amount of the
Loans (as defined in the Credit Agreement). Series U Bonds shall be issued as
registered Bonds without coupons in the denominations of $1,000 and any integral
multiples thereof, and, pursuant to an assignment of the Series U Bonds by Xxxxx
to the Collateral Agent under the Pledge Agreement, registered in the name of
the Collateral Agent. The principal of the Series U Bonds shall be payable in
whole or installments on such date or dates as the Borrower has any obligation
to make payments with respect to the Loans under the Credit Agreement, but not
later than, with respect to Tranche B Loans (as defined in the Credit
Agreement), the Tranche B Maturity Date (as defined in the Credit Agreement) or,
with respect to Tranche C Loans (as defined in the
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Credit Agreement), the Tranche C Maturity Date (as defined in the Credit
Agreement). The Series U Bonds shall bear (i) interest at a rate per annum on
each date as interest or fees are payable from time to time with respect to the
Loans pursuant to the Credit Agreement as shall cause the amount of interest
payable on such date on the Series U Bonds to equal the amount of interest,
fees, charges and expenses payable with respect to the Loans on such date under
the Credit Agreement, plus (ii) additional interest on the Loans under the
Credit Agreement in the amount of 1/2 of 1% per annum ("Additional Interest")
until maturity of the Series U Bonds, or if the Collateral Agent shall demand
redemption of the Series U Bonds, pursuant to Section VII hereof, until the
redemption date, or, if the Company shall default in the payment of principal
due on the Series U Bonds, until such principal and interest shall have been
paid in full and the Company's obligations with respect thereto discharged as
provided in the First Mortgage. Such interest shall be payable to the Collateral
Agent or its designees, except that Additional Interest shall be payable
directly to Xxxxx. The amount of interest and fees and types of charges and
expenses payable from time to time with respect to the Loans under the Credit
Agreement, the basis on which such amounts are computed and the dates on which
such amounts are payable are set forth in the Credit Agreement. Any payment made
by or on behalf of the Borrower in respect of the Borrower's obligations with
respect to the Loans under the Credit Agreement shall be deemed a payment in
respect of the Series U Bonds, but such payment shall not reduce the principal
amount of the Series U Bonds unless, and then only to the extent, the aggregate
principal amount of the outstanding Loans is irrevocably reduced concurrently
with such payment. Bonds of Series U shall be payable, as to principal and
interest, in any coin or currency of the United States of America which at the
time of such payment shall be legal tender for the payment of public and private
debts, and at the same place or places as such payments are required to be made
by the Borrower under the Credit Agreement.
The Series U Bonds shall be dated the date of authentication. Bonds of
Series U shall be substantially of the tenor and purport above recited, with
appropriate additions, insertions, omissions, substitutions and variations as
herein and in Article One of the First Mortgage provided or permitted.
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Except after the occurrence and during the continuance of an Event of
Default (as defined in the Credit Agreement), the Series U Bonds are
nontransferable except to effect transfer to any successor to the Collateral
Agent under the Credit Agreement, but are exchangeable by the registered holder
hereof, in person or by attorney duly authorized, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, State of New York, or
at the office or agency of the Company, in the City of Chicago, State of
Illinois, upon surrender and cancellation of this Series U Bond, and upon any
such transfer or exchange one or more new registered Series U Bonds, without
coupons, of authorized denominations, will be issued to the authorized
transferee, or the registered holder, as the case may be, as provided in Article
One of the First Mortgage.
A service charge will not be made for any registration of transfer or
exchange of Series U Bonds, but the Company may require payment of a sum
sufficient to cover any stamp tax or other governmental charge payable in
connection therewith.
SECTION II. After $700,000,000 aggregate principal amount of Bonds of
Series U shall have been authenticated and delivered, no additional Bonds of
Series U shall be issued, except upon transfers or exchanges of Bonds of Series
U or in lieu of Bonds of Series U mutilated, destroyed, lost or stolen.
SECTION III. The Series V Bonds shall be known as the "Series V First
Mortgage Bonds" of the Company, and shall be limited to an aggregate principal
amount of $160,000,000, but the aggregate principal amount thereof outstanding
at any time shall not exceed the aggregate outstanding principal amount of all
unreimbursed L/C Disbursements in respect of the Letter of Credit. Series V
Bonds shall be issued as registered Bonds without coupons in the denominations
of $1,000 and any integral multiples thereof, and registered in the name of the
Collateral Agent. The principal of the Series V Bonds shall be payable on such
date or dates as the Borrower or the Company has any obligation to make payments
with respect to the L/C Disbursements under the Credit Agreement. The Series V
Bonds shall bear interest at a rate per annum on each date and in such amounts
as shall cause the amount of interest payable on such date on the Series V Bonds
to equal the amount of interest, fees, charges and
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expenses payable with respect to the outstanding unreimbursed L/C Disbursements,
L/C Participation Fees (as defined in the Credit Agreement), and Issuing Bank
Fees (as defined in the Credit Agreement, and, together with L/C Participation
Fees, the "L/C Fees") on such date under the Credit Agreement. The amount of
interest and fees and types of charges and expenses payable from time to time
with respect to the outstanding unreimbursed L/C Disbursements and the L/C Fees
under the Credit Agreement, the basis on which such amounts are computed and the
dates on which such amounts are payable are set forth in the Credit Agreement.
Any payment made by or on behalf of the Company or the Borrower in respect to
the Company's or the Borrower's obligations (including, without limitation, L/C
Fees) with respect to the Letter of Credit shall be deemed a payment in respect
of the Series V Bonds, but such payment shall not reduce the principal amount of
the Series V Bonds unless, and then only to the extent, that the Maximum Credit
Amount (as defined in the Letter of Credit) is also reduced. Bonds of Series V
shall be payable, as to principal and interest, in any coin or currency of the
United States of America which at the time of such payment shall be legal tender
for the payment of public and private debts, and at the same place or places as
such payments are required to be made by the Borrower or the Company under the
Credit Agreement.
The Series V Bonds shall be dated the date of authentication. Bonds of
Series V shall be substantially of the tenor and purport above recited, with
appropriate additions, insertions, omissions, substitutions and variations as
herein and in Article One of the First Mortgage provided or permitted.
Except after the occurrence and during the continuance of an Event of
Default, the Series V Bonds are nontransferable except to effect transfer to any
successor to the Collateral Agent under the Credit Agreement, but are
exchangeable by the registered holder hereof, in person or by attorney duly
authorized, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, State of New York, or at the office or agency of the
Company, in the City of Chicago, State of Illinois, upon surrender and
cancellation of this Series V Bond, and upon any such transfer or exchange one
or more new registered Series V Bonds, without coupons, of authorized
denominations, will be issued to the authorized transferee, or the registered
holder, as
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the case may be, as provided in Article One of the First Mortgage.
A service charge will not be made for any registration of transfer or
exchange of Series V Bonds, but the Company may require payment of a sum
sufficient to cover any stamp tax or other governmental charge payable in
connection therewith.
SECTION IV. After Bonds of Series V in an aggregate principal amount
equal to $160,000,000 shall have been authenticated and delivered, no additional
Bonds of Series V shall be issued, except upon transfers or exchanges of Bonds
of Series V or in lieu of Bonds of Series V mutilated, destroyed, lost or
stolen.
SECTION V. The Series W Bonds shall be known as the "Series W First
Mortgage Bonds" of the Company, and shall be limited to an aggregate principal
amount of $15,000,000. Series W Bonds shall be issued as registered Bonds
without coupons in the denominations of $1,000 and any integral multiples
thereof, and registered in the name of the Collateral Agent. The principal of
the Series W Bonds shall be payable on such date or dates and in such amounts as
the Company or the Borrower has any obligation to make payments, including
payments of principal, interest, fees, charges and expenses, under each Interest
Rate Protection Agreement entered into with a Lender or an Affiliate (as defined
in the Credit Agreement) of a Lender at the time such Interest Rate Protection
Agreement was entered into (each such Interest Rate Protection Agreement, an
"Applicable Interest Rate Protection Agreement", all such amounts being referred
to as the "Covered Amounts" and any such counterparty being referred to as a
"Hedging Counterparty"). Covered Amounts shall be payable to the applicable
Hedging Counterparty until maturity of the Series W Bonds, or if the Collateral
Agent shall demand redemption of the Series W Bonds pursuant to Section IX
hereof, Covered Amounts shall be payable to the Collateral Agent until the
redemption date, or, if the Company shall default in the payment of principal
due on the Series W Bonds, until such principal shall have been paid in full and
the Company's obligations with respect thereto discharged as provided in the
First Mortgage. Covered Amounts payable to Hedging Counterparties from time to
time, the basis on which Covered Amounts are computed and the dates on
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which Covered Amounts are payable are as are set forth in the Applicable
Interest Rate Protection Agreements. Any payments made by or on behalf of the
Company or the Borrower of Covered Amounts made to Hedging Counterparties shall
be deemed a payment in respect of the Series W Bonds, but such payment shall not
reduce the principal amount of the Series W Bonds. In the event that all of the
Company's and the Borrower's obligations with respect to the payment of Covered
Amounts have been paid in full and all Applicable Interest Rate Protection
Agreements have expired or been terminated, the Company may request that the
Series W Bonds be deemed paid in full and that the Collateral Agent surrender
the Series W Bonds to the Corporate Trustee for cancellation. Bonds of Series W
shall be payable, as to principal and interest, in any coin or currency of the
United States of America which at the time of such payment shall be legal tender
for the payment of public and private debts, and at the same place or places as
such payments are required to be made by the Company or the Borrower under the
Applicable Interest Rate Protection Agreements.
The Series W Bonds shall be dated the date of authentication. Bonds of
Series W shall be substantially of the tenor and purport above recited, with
appropriate additions, insertions, omissions, substitutions and variations as
herein and in Article One of the First Mortgage provided or permitted.
Except after the occurrence and during the continuance of an Event of
Default, the Series W Bonds are nontransferable except to effect transfer to any
successor to the Collateral Agent under the Credit Agreement, but are
exchangeable by the registered holder hereof, in person or by attorney duly
authorized, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, State of New York, or at the office or agency of the
Company, in the City of Chicago, State of Illinois, upon surrender and
cancellation of this Series W Bond, and upon any such transfer or exchange one
or more new registered Series W Bonds, without coupons, of authorized
denominations, will be issued to the authorized transferee, or the registered
holder, as the case may be, as provided in Article One of the First Mortgage.
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A service charge will not be made for any registration of transfer or
exchange of Series W Bonds, but the Company may require payment of a sum
sufficient to cover any stamp tax or other governmental charge payable in
connection therewith.
SECTION VI. After Bonds of Series W in an aggregate principal amount
equal to $15,000,000 shall have been authenticated and delivered, no additional
Bonds of Series W shall be issued, except upon transfers or exchange of Bonds of
Series W or in lieu of Bonds of Series W mutilated, destroyed, lost or stolen.
SECTION VII. Following receipt by the Company and the Corporate Trustee
of a written demand for redemption of the Series U Bonds from the Collateral
Agent (a "Series U Redemption Demand"), the Series U Bonds shall be redeemed by
the Company at a redemption price of 100% (expressed as a percentage of
principal amount) plus accrued interest thereon through the redemption date, in
cash. The Series U Bonds shall be redeemed by the Company in the amount
specified in the Series U Redemption Demand, which amount shall be equal to all
outstanding principal, interest, fees, charges, expenses and other amounts then
due and owing with respect to the Loans under the Credit Agreement. The Series U
Redemption Demand shall also state (i) that an "Event of Default" has occurred
and is continuing under the terms of the Credit Agreement, (ii) that payment of
the principal amount outstanding under the Credit Agreement, all interest
thereon and all other amounts payable thereunder are immediately due and
payable, and (iii) that the Agent has demanded payment thereof from the
Borrower. The Series U Bonds shall be redeemed on the fifth Business Day (as
defined in the Credit Agreement) following receipt by the Company and the
Corporate Trustee of such Series U Redemption Demand upon their surrender to the
Company, as paying agent for the Series U Bonds pursuant to Article Two hereof.
Any payment made to the Collateral Agent pursuant to a Series U Redemption
Demand shall constitute a payment by the Borrower in respect of its obligations
with respect to the Loans under the Credit Agreement. The Series U Redemption
Demand shall be rescinded and shall be null and void for all purposes of the
First Mortgage upon receipt by the Corporate Trustee, no later than the Business
Day prior to the date fixed for redemption, of a certificate of the Collateral
Agent (a) stating that there has
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been a waiver of such Event of Default, or (b) withdrawing said Series U
Redemption Demand.
SECTION VIII. Following receipt by the Company and the Corporate
Trustee of a written demand for redemption of the Series V Bonds from the
Collateral Agent (a "Series V Redemption Demand"), the Series V Bonds shall be
redeemed at a redemption price of 100% (expressed as a percentage of principal
amount) plus accrued interest thereon through the redemption date, in cash. The
Series V Bonds shall be redeemed by the Company in the amount specified in the
Series V Redemption Demand, which amount shall be equal to all outstanding L/C
Disbursements, L/C Fees which have become due under the Credit Agreement and are
unpaid and interest on the preceding and other amounts then due and owing with
respect to the Letter of Credit under the Credit Agreement. The Series V Bonds
shall be redeemed on the fifth Business Day following receipt by the Company and
the Corporate Trustee of the Series V Redemption Demand upon their surrender to
the Company, as paying agent for the Series V Bonds pursuant to Article Two
hereof. Any payment made to the Collateral Agent pursuant to a Series V
Redemption Demand shall constitute a payment by the Company and the Borrower in
respect of their obligations with respect to the Letter of Credit under the
Credit Agreement. The Series V Redemption Demand shall be rescinded and shall be
null and void for all purposes of the First Mortgage upon receipt by the Company
and the Corporate Trustee, no later than the Business Day prior to the date
fixed for redemption, of a certificate of the Collateral Agent (a) stating that
all amounts that would then be due and payable hereunder have been paid in full,
or (b) withdrawing said Collateral Series V Redemption Demand.
SECTION IX. Following receipt by the Company and the Corporate Trustee
of a written demand for redemption of the Series W Bonds from the Collateral
Agent (a "Series W Redemption Demand"), the Series W Bonds shall be redeemed by
the Company at a redemption price of 100% (expressed as a percentage of
principal amount) in cash. The Series W Bonds shall be redeemed in the amount
specified in the Series W Redemption Demand, which amount shall be equal to the
Covered Amounts then due and owing. The Series W Bonds shall be redeemed on the
fifth Business Day following receipt by the Company and the Corporate Trustee of
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such Series W Redemption Demand upon their surrender to the Company, as paying
agent for the Series W Bonds pursuant to Article Two hereof. Any payment made to
the Collateral Agent pursuant to a Series W Redemption Demand shall constitute a
payment by the Company or the Borrower, as applicable, of Covered Amounts. The
Series W Redemption Demand shall be rescinded and shall be null and void for all
purposes of the First Mortgage upon receipt by the Corporate Trustee, no later
than the Business Day prior to the date fixed for redemption, of a certificate
of the Collateral Agent (a) stating that all amounts that would then be due and
payable hereunder have been paid in full, or (b) withdrawing said Series W
Redemption Demand.
ARTICLE TWO
PAYING AGENT
The Company shall act as paying agent for the Series Bonds at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, State of New York, and at the office or agency of the Company, in the City
of Chicago, State of Illinois.
ARTICLE THREE
THE TRUSTEES
SECTION 1. The Trustees hereby accept and enter into this Indenture and
the trusts hereby created.
SECTION 2. The Trustees shall be entitled, in connection with this
Indenture, to all of the exemptions and immunities granted to them, or either of
them, by the terms of the First Mortgage.
ARTICLE FOUR
EFFECT OF THIS SUPPLEMENTAL INDENTURE ON THE FIRST MORTGAGE
The provisions of this Supplemental Indenture shall become effective
immediately upon the execution and delivery of this Supplemental Indenture and
the First Mortgage shall thereupon be
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deemed to be amended as set forth in this Indenture, as fully and with the same
effect as if the respective provisions of the First Mortgage, as amended by this
Supplemental Indenture, had been set forth in said First Mortgage Indenture,
dated April 1, 1928, as originally executed.
Except as specifically amended or supplemented by this Indenture, all
of the provisions of the First Mortgage shall remain and continue in full force
and effect and unaffected by the execution of this Supplemental Indenture.
This Supplemental Indenture shall be construed in connection with, and
as a part of, the First Mortgage, and the covenants hereof shall be deemed, as
to the subject matter of such covenants, covenants of the First Mortgage.
This Supplemental Indenture may be executed in two or more
counterparts, each of which shall be and shall be taken to be an original, and
all collectively but one instrument.
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ARTICLE FIVE
MODIFICATION OF CERTAIN PROVISIONS OF
THE FIRST MORTGAGE
Anything in the First Mortgage to the contrary notwithstanding, the
Series Bonds shall not be entitled to the benefit of, nor shall the holders of
the Series Bonds have any rights with respect to, (i) the provisions in Group
Four of the Granting Clause of the First Mortgage which provide, upon the
occurrence of certain events, that the First Mortgage covers certain personal
property of the Company (including, without limitation, tools, rolling stock,
ships, vessels, boats, motor or other vehicles, raw materials, supplies,
store-room contents, work in process, manufactured products, and other personal
property, cash, notes, bills and accounts receivable and other choses in
action), or (ii) the provisions of Article Six, Section 4, of the First Mortgage
insofar as the term "physical property" is used therein could be interpreted to
include inventory of the Company (i.e., goods which are held by the Company for
sale or lease or to be furnished under contracts of service, or raw materials,
work in process or materials used or consumed in the business of the Company).
IN WITNESS WHEREOF, said Inland Steel Company, the party of the first
part, has caused this Indenture to be signed in its corporate name by its
President or one of its Vice Presidents and its corporate seal to be hereunto
affixed and attested by its Secretary or one of its Assistant Secretaries, and
said The First National Bank of Chicago, one of the parties of the second part,
has caused this Supplemental Indenture to be signed in its corporate name by one
of its Vice Presidents and its corporate seal to be hereunto affixed and
attested by one of its Trust Officers, and said Xxxx X. Xxxxxx, the other of the
parties of the second part, has hereunto set his hand and seal, all as of the
day and year first above written.
INLAND STEEL COMPANY
by_________________________
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ATTEST:
by_______________________
Title:
Signed, sealed and delivered
by Inland Steel Company
in the presence of:
_________________________
_________________________
THE FIRST NATIONAL BANK OF CHICAGO
by____________________________________
Vice President
ATTEST:
by_______________________
Title:
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Signed, sealed and delivered
by The First National Bank of Chicago
in the presence of:
__________________________
__________________________
___________________________(Seal)
Xxxx X. Xxxxxx
Signed, sealed and delivered
by Xxxx X. Xxxxxx in the
presence of:
__________________________
__________________________
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STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
I, ________________, a Notary Public in and for the county and State
aforesaid, DO HEREBY CERTIFY that on this ___ day of July, 1998, before me
personally came and appeared in person, [Name], [Title], and [Name], [Title],
respectively, of Inland Steel Company, one of the corporations described in the
within, annexed and foregoing indenture, each to me personally known and
personally known to me to be a [Title] and [Title], respectively, of said Inland
Steel Company, and personally known to me to be the same persons whose names are
subscribed to said indenture, who subscribed the same in my presence and who
severally acknowledged, and, being by me severally duly sworn, deposed and said:
That said [Name] resides in [Location], in the State of Illinois, and that he is
a [Title] of said Inland Steel Company, one of the corporations described in and
which executed the foregoing indenture; that said [Name] resides in [Location],
in the State of Illinois, and that he is [Title] of said Inland Steel Company,
one of the corporations described in and which executed the foregoing indenture;
that they know the seal of said corporation; that the seal affixed said
indenture is such corporate seal; that said indenture was executed in behalf of
said corporation by authority of its board of directors; that said seal was so
affixed by authority of the board of directors of said corporation; that they
did sign their respective names thereto by like authority; and they further
severally acknowledged to me the signing, sealing and delivering of said
indenture, and said indenture itself, to be the free and voluntary act and deed
of said Inland Steel Company, and of themselves as such officers thereof, for
the uses and purposes therein set forth.
GIVEN under my hand and official seal this ___ day of July, A.D. 1998.
_____________________________
_________________, a resident
of Xxxx County, Illinois
Notary Public
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My commission expires ___________________.
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STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
I, ___________, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that on this ____ day of July, 1998, before me
personally came and appeared in person, _________________, a Vice President, and
___________, a Trust Officer, respectively, of The First National Bank of
Chicago, one of the corporations described in the within, annexed and foregoing
indenture, each to me personally known and personally known to me to be a Vice
President and a Trust Officer, respectively, of said The First National Bank of
Chicago, and personally known to me to be the same persons whose names are
subscribed to said indenture, who subscribed the same in my presence and who
severally acknowledged, and, being by me severally duly sworn, deposed and said:
That said ___________ resides in ___________ in the State of Illinois, and that
(s)he is a Vice President of said The First National Bank of Chicago, one of the
corporations described in and which executed the foregoing indenture; that said
___________ resides in ___________ in the State of Illinois, and that (s)he is a
Trust Officer of said The First National Bank of Chicago, one of the
corporations described in and which executed the foregoing indenture; that they
know the seal of said corporation; that the seal affixed to said indenture is
such corporate seal; that said indenture was executed in behalf of said
corporation by authority of its By-Laws; that said seal was so affixed by
authority of the By-Laws of said corporation; that they did sign their
respective names thereto by like authority; and they further severally
acknowledged to me the signing, sealing and delivering of said indenture, and
said indenture itself, to be the free and voluntary act and deed of said The
First National Bank of Chicago, and of themselves as such officers thereof, for
the uses and purposes therein set forth.
GIVEN under my hand and official seal this ____ day of July, A.D. 1998.
__________________________________
________________________, a resident
of Xxxx County, Illinois
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Notary Public
My commission expires __________________________.
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STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
I, ___________, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that on this ____ day of July, 1998 before me
personally came and appeared in person Xxxx X. Xxxxxx, to me personally known
and personally known to me to be the person described in, and who executed, and
the same person whose name is subscribed to, the within, annexed and foregoing
indenture, and acknowledged the execution of, and that he signed, sealed,
executed and delivered said indenture as his free and voluntary act and deed for
the uses and purposes therein set forth.
GIVEN under my hand and official seal this ____ day of July, A.D. 1998.
_________________________________
_____________________, a resident
of Xxxx County, Illinois
Notary Public
My commission expires ______________________.
