REGISTRATION RIGHTS JOINDER AGREEMENT
Exhibit
T3C-6
REGISTRATION
RIGHTS JOINDER AGREEMENT (this “Agreement”),
dated
as of May 1, 2006, by and among WCI Steel, Inc., a Delaware corporation
(formerly known as WCI Steel Acquisition, Inc., the “Company”),
WCI
Steel Metallurgical Services, Inc., a Delaware corporation (formerly known
as
WCI Steel Metallurgical Services Acquisition, Inc., “WCI
Metallurgical”),
WCI
Steel Production Control Services, Inc., a Delaware corporation (formerly known
as WCI Steel Production Control Services Acquisition, Inc., “WCI
Production”),
Youngstown Sinter Company, a Delaware corporation (formerly known as Youngstown
Sinter Acquisition Company, “Youngstown”)
and
WCI Steel Sales, L.P., a Delaware limited partnership (formerly known as WCI
Steel Sales Acquisition, L.P., “WCI
Sales,”
together with WCI Metallurgical, WCI Production and Youngstown, the
“New
Guarantors”).
WHEREAS,
the Company and the Noteholders heretofore executed and delivered a Registration
Rights Agreement (“Registration
Rights Agreement”)
dated
as of May 1, 2006, providing for the filing of a registration statement with
the
SEC registering the Securities. All capitalized terms used herein but not
defined, shall have the meaning assigned thereto in the Registration Rights
Agreement;
WHEREAS,
the New Guarantors have entered into a Supplemental Indenture (the “Supplemental
Indenture”)
dated
as of May 1, 2006, to the Indenture, dated as of May 1, 2006, with the Company
and the Trustee whereby the New Guarantors have agreed to guarantee the
Securities;
WHEREAS,
in connection with the
execution and delivery of the Supplemental Indenture, the New Guarantors
have
agreed to join the Registration Rights Agreement on terms described
below;
WHEREAS,
the New Guarantors and their boards of directors (or equivalent thereof) have
concluded that the execution of this Agreement is in their best interests and
have received fair value for the execution of this Agreement based on the
benefits to be received by the undersigned as part of the consolidated group
of
entities in which the Company is the parent entity;
NOW,
THEREFORE, in consideration of the benefits that each New Guarantor has or
will
receive under the Registration Rights Agreement, each New Guarantor signatory
hereto hereby agrees for the benefit of the Noteholders, as
follows:
A. Each
of
the New Guarantors hereby acknowledges that it has received and reviewed a
copy
of the Registration Rights Agreement and all other documents it deems fit to
enter into this Agreement, and acknowledges and agrees to (i) join and become
a
party to the Registration Rights Agreement as indicated by its signature below;
(ii) be bound by all covenants, agreements, representations, warranties and
acknowledgements attributable to the Company (including but not limited to
the
Company’s obligations as an indemnifying party) in the Registration Rights
Agreement as if made by, and with respect to, each signatory hereto; and (iii)
jointly and severally, perform all obligations and duties required of the
Company pursuant to
the
Registration Rights Agreement, in each case under (i), (ii) and (iii) as if
an
original party thereto.
B. Each
of
the New Guarantors hereby represents and warrants and agrees with the
Noteholders that it has all the requisite corporate power and authority and
the
legal right to execute, deliver and perform its obligations under this
Agreement, that performance of this Agreement does not and will not violate
any
provisions of its charter, by-laws or other similar document, or, except as
could not reasonably be expected to result in a material adverse effect, violate
any contractual obligations binding on it; and that when this Agreement is
executed and delivered, it will constitute a valid and legally binding agreement
enforceable against each of the undersigned in accordance with its
terms.
C. Each
of
the New Guarantors hereby irrevocably agrees that the obligations of such New
Guarantor under the Registration Rights Agreement shall be limited to the
maximum amount which, after giving effect to all other contingent and fixed
liabilities of such New Guarantor and after giving effect to any collections
from or payment made by or on behalf of any other New Guarantor in respect
of
the obligations of such other New Guarantor under the Registration Rights
Agreement, will result in the obligations of such New Guarantor under the
Registration Rights Agreement not constituting a fraudulent conveyance for
purposes of federal, state, local or provincial bankruptcy, fraudulent
conveyance or other laws.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, President
WCI
STEEL METALLURGICAL SERVICES, INC.
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, President
WCI
STEEL PRODUCTION CONTROL SERVICES, INC.
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, President
WCI
STEEL SALES, L.P.
By:
WCI
STEEL PRODUCTION CONTROL SERVICES,
INC., its General Partner
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, President
YOUNGSTOWN
SINTER COMPANY
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, President
