Exhibit 4.D
[CONFORMED COPY]
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FIFTH SUPPLEMENTAL INDENTURE
BETWEEN
NATIONAL STEEL CORPORATION,
FIRST NATIONAL CITY TRUST COMPANY
AND
FIRST NATIONAL CITY BANK
Dated as of May 1, 1962
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Resignation of First National City Trust Company, as Trustee, and
Appointment of First National City Bank, as Successor Trustee
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Supplemental to Indenture of Mortgage and Deed of Trust
Dated May 1, 1952
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THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of May 1, 1962, between
NATIONAL STEEL CORPORATION, a corporation duly organized and existing under and
by virtue of the laws of the State of Delaware (hereinafter called the
"Company"), FIRST NATIONAL CITY TRUST COMPANY (formerly City Bank Farmers Trust
Company), a national banking association incorporated and existing under and by
virtue of the laws of the United States of America, and FIRST NATIONAL CITY
BANK, a national banking association incorporated and existing under and by
virtue of the laws of the United States of America;
WHEREAS, the Company heretofore executed and delivered to City Bank
Farmers Trust Company and Xxxxx X. Xxxxxx, as Trustees, its Indenture of
Mortgage and Deed of Trust dated May 1, 1952; and
WHEREAS, said Indenture of Mortgage and Deed of Trust has been
heretofore amended and supplemented by a FIRST Supplemental Indenture dated as
of November 1, 1956, a Second Supplemental Indenture dated as of January 1,
1957, a Third Supplemental Indenture dated as of June 1, 1959 and a Fourth
Supplemental Indenture dated as of December 1, 1960 (the Indenture of Mortgage
and Deed of Trust as so amended and supplemented by such Supplemental Indentures
or otherwise being hereinafter called the "Indenture"); and
WHEREAS, the Indenture provides in Section 14.05 of Article Fourteen
that the Trustee thereunder may resign and be discharged from the trust created
by the Indenture by giving written notice thereof to the Company specifying the
date when such resignation shall take effect, and by publishing such notice in
the manner provided in such Section 14.05; and the Indenture provides that such
resignation shall take effect on the date specified in such notice unless
previously a successor Trustee shall have been appointed in the manner provided
in such Section 14.05 and in Section 14.06 of such Article Fourteen; and
WHEREAS, First National City Trust Company, pursuant to the provisions
of such Section 14.05, has given written notice to the Company of its
resignation as Trustee under the Indenture, such resignation to take effect on
the earlier of June 1, 1962 and the date of the appointment of a successor to it
as Trustee under the Indenture and notice of such resignation has been published
in accordance with the provisions of the Indenture; and
WHEREAS, the Indenture provides in said Section 14.05 that in case the
Trustee thereunder shall resign, and until the appointment of a successor by the
holders of a majority in principal amount of the bonds issued under the
Indenture and at the time
outstanding, a successor Trustee shall be appointed by the Company, and no
successor has been so appointed by the bondholders; and
WHEREAS, the Company desires to appoint First National City Bank as
successor Trustee and First National City Bank is willing to accept such
appointment; and
WHEREAS, First National City Bank represents that it is eligible under
Section 14.05 of Article Fourteen of the Indenture and is not disqualified under
any of the provisions of Section 14.04 of Article Fourteen of the Indenture to
be appointed successor Trustee thereunder;
NOW, THEREFORE, in consideration of the premises, THIS SUPPLEMENTAL
INDENTURE
W I T N E S S E T H :
FIRST. The Company, in the exercise of the authority vested in it
pursuant to Section 14.05 of Article Fourteen of the Indenture, and by order of
its Board of Directors, hereby appoints First National City Bank to be the
successor Trustee thereunder, with all the estates, properties, rights, powers
and trusts of First National City Trust Company as predecessor in the trust
under the Indenture, such appointment to be effective on the date hereof.
SECOND. First National City Bank hereby accepts its appointment as
successor Trustee under the Indenture, effective on the date hereof, and assumes
the duties of the Trustee thereunder, subject to all the terms and provisions
therein contained.
THIRD. First National City Trust Company, as Trustee under the
Indenture, hereby conveys, assigns, transfers, sets over and confirms to such
successor Trustee, and to its successors in such trust and its and their
assigns, all the estates, properties, rights, powers, duties, trusts, title and
interest vested in First National City Trust Company as such Trustee under the
Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed in their respective corporate names by their respective
officers thereunto duly authorized and their respective corporate seals to be
hereto attached and to be duly attested, all as of the day and year FIRST above
written.
NATIONAL STEEL CORPORATION,
By XXXX X. XXXXXXX
XXXX X. XXXXXXX, Vice-President
Attest:
XXXXXX X. XXXXXXX
XXXXXX X. XXXXXXX, Secretary
[CORPORATE SEAL]
Signed, sealed and delivered by
NATIONAL STEEL CORPORATION
in the presence of:
XXXXXXX X. XXXXXXXXX
XXXXXXX X. XXXXXXXXX
XXXX X. XXXXXXXX, XX.
XXXX X. XXXXXXXX, XX.
As Witnesses
FIRST NATIONAL CITY TRUST
COMPANY,
By X. X. XXXXXXXXX
X. X. XXXXXXXXX, Vice President
Attest:
X. X. XXXXX
X. X. XXXXX, Assistant Cashier
[CORPORATE SEAL]
Signed, sealed and delivered by
FIRST NATIONAL CITY TRUST COMPANY
in the presence of:
X. X. XXXX
X. X. XXXX
X. XXXX
X. XXXX
As Witnesses
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FIRST NATIONAL CITY BANK,
By X. X. XXXXXXXX
X. X. XXXXXXXX, Vice President
[CORPORATE SEAL]
Attest:
D. XXXX
X. XXXX, Assistant Cashier
Signed, sealed and delivered by
FIRST NATIONAL CITY BANK
in the presence of:
X. X. XXXX
X. X. XXXX
X. XXXX
X. XXXX
As Witnesses
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COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF ALLEGHENY )
I, XXXXXX X. XXXXXX, the undersigned officer, a notary public duly
qualified, commissioned, sworn and acting in and f or said County in said
Commonwealth, hereby certify, that on this 1st day of May, 1962:
[INDIANA]
Before me personally appeared National Steel Corporation by XXXX X. XXXXXXX
and XXXXXX X. XXXXXXX, its Vice President and Secretary, respectively, and
acknowledged the execution of the foregoing instrument;
[MICHIGAN]
Before me appeared XXXX X. XXXXXXX, to me personally known, who, being by
me duly sworn, did say that he is a Vice President of National Steel
Corporation, one of the corporations named in the foregoing instrument, and that
the seal affixed to said instrument is the corporate seal of said corporation,
and that said instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors, and the said XXXX X. XXXXXXX acknowledged
the said instrument to be the free act and deed of said corporation;
[MINNESOTA]
Before me appeared XXXX X. XXXXXXX and XXXXXX X. XXXXXXX, to me personally
known, who being by me duly sworn, did say that they are respectively a Vice
President and the Secretary of National Steel Corporation, that the seal affixed
to the foregoing instrument is the corporate seal of said corporation, and that
the instrument was executed on behalf of the corporation by authority of its
Board of Directors, and the said XXXX X. XXXXXXX and XXXXXX X. XXXXXXX
acknowledged said instrument to be the free act and deed of the corporation;
[OHIO]
Personally appeared XXXX X. XXXXXXX and XXXXXX X. XXXXXXX, known to me to
be the persons who, as a Vice President and the Secretary, respectively, of
National Steel Corporation, one of the corporations which executed the foregoing
instrument, signed the same, and acknowledged to me that they did so sign said
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instrument in the name and on behalf of said corporation as such officers,
respectively; that the same is their free act and deed as such officers,
respectively, and the free and corporate act and deed of said corporation; that
they were duly authorized thereunto by its Board of Directors; and that the seal
affixed to said instrument is the corporate seal of said corporation;
[WEST VIRGINIA]
XXXX X. XXXXXXX and XXXXXX X. XXXXXXX who signed the writing above dated as
of May 1, 1962, for National Steel Corporation, have this day in my said county,
before me acknowledged the said writing to be the act and deed of said
corporation; and
[WISCONSIN]
Personally came before me XXXX X. XXXXXXX, a Vice President, and XXXXXX X.
XXXXXXX, the Secretary of National Steel Corporation, to me known to be the
persons who executed the foregoing instrument, and to me known to be such Vice
President and Secretary of said corporation, and acknowledged that they executed
the foregoing instrument as such officers as the deed of said corporation, by
its authority.
IN WITNESS WHEREOF I have hereunto set my hand and official seal of office
the day and year FIRST above written.
My Commission expires: Dec. 9, 1962
XXXXXX X. XXXXXX,
[NOTARIAL SEAL] XXXXXX X. XXXXXX, Notary Public
Pittsburgh, Allegheny County, Pa.
My Commission Expires
Dec. 9, 1962
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STATE OF NEW YORK, )
) ss.:
COUNTY OF NEW YORK, )
I, XXXXXXX X. XXXXXXXX, the undersigned officer, a notary public duly
qualified, commissioned, sworn and acting in and for said County in said State,
hereby certify, that on this 1st day of May, 1962:
[INDIANA]
Before me personally appeared First National City Trust Company by X. X.
XXXXXXXXX and X. X. XXXXX, a Vice President and an Assistant Cashier,
respectively, and acknowledged the execution of the foregoing instrument;
[NEW YORK]
Before me personally came X. X. XXXXXXXXX, to me known, who, being by me
duly sworn, did depose and say that he resides at 0000 Xxxxxx X, Xxxxxxxx 00,
Xxx Xxxx; that he is a Vice President of First National City Trust Company, one
of the corporations described in and which executed the above instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority;
[MICHIGAN]
Before me appeared X. X. XXXXXXXXX, to me personally known, who, being by
me duly sworn, did say that he is a Vice President of First National City Trust
Company, one of the corporations named in the foregoing instrument, and that the
seal affixed to said instrument is the corporate seal of said corporation, and
that said instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors, and the said X. X. XXXXXXXXX acknowledged
the said instrument to be the free act and deed of said corporation;
[MINNESOTA]
Before me appeared X. X. XXXXXXXXX and X. X. XXXXX, to me personally known,
who, being by me duly sworn, did say that they are, respectively, a Vice
President and an Assistant Cashier of First National City Trust Company, that
the seal affixed to the foregoing instrument is the corporate seal of said
corporation, and that the
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instrument was executed on behalf of the corporation by authority of its Board
of Directors, and the said X. X. XXXXXXXXX and X. X. XXXXX acknowledged said
instrument to be the free act and deed of the corporation;
[OHIO]
Personally appeared X. X. XXXXXXXXX and X. X. XXXXX, known to me to be the
persons who, as a Vice President and an Assistant Cashier, respectively, of
First National City Trust Company, one of the corporations which executed the
foregoing instrument, signed the same, and acknowledged to me that they did so
sign said instrument in the name and on behalf of said corporation as such
officers, respectively; that the same is their free act and deed as such
officers, respectively, and the free and corporate act and deed of said
corporation; that they were duly authorized thereunto by its Board of Directors;
and that the seal affixed to said instrument is the corporate seal of said
corporation;
[WEST VIRGINIA]
X. X. XXXXXXXXX and X. X. XXXXX who signed the writing above dated as of
May 1, 1962, for First National City Trust Company, have this day in my said
county, before me acknowledged the said writing to be the act and deed of said
corporation; and
[WISCONSIN]
Personally came before me X. X. XXXXXXXXX, a Vice President, and X. X.
XXXXX, an Assistant Cashier of First National City Trust Company, to me known to
be the persons who executed the foregoing instrument, and to me known to be such
Vice President and an Assistant Cashier of said corporation, and acknowledged
that they executed the foregoing instrument as such officers as the deed of said
corporation, by its authority.
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IN WITNESS WHEREOF I have hereunto set my hand and official seal of office
the day and year first above written.
My Commission expires: March 30, 1963
[NOTARIAL SEAL] XXXXXXX X. XXXXXXXX
XXXXXXX X. XXXXXXXX
[Certificate of County Clerk, Notary Public, State of New York
New York County, New York] No. 00-0000000
Qualified in Suffolk County
Cert. Filed in N. Y. County
Term Expires March 30, 1963
9
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK, )
I, XXXXXXX X. XXXXXXXX, the undersigned officer, a notary public duly
qualified, commissioned, sworn and acting in and for said County in said State,
hereby certify, that on this 1st day of May, 1962:
[INDIANA]
Before me personally appeared FIRST NATIONAL CITY BANK by X. X. XXXXXXXX
and X. XXXX, a Vice President and an Assistant Cashier, respectively, and
acknowledged the execution of the foregoing instrument;
[NEW YORK]
Before me personally came X. X. XXXXXXXX, to me known, who being by me duly
sworn, did depose and say that he resides at 0000 Xxxxxxxxx Xxxx, Xxxx Xxx Xxxx,
Xxx Xxxxxx; that he is a Vice President of First National City Bank, one of the
corporations described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like authority;
[MICHIGAN]
Before me appeared X. X. XXXXXXXX, to me personally known, who, being by me
duly sworn, did say that he is a Vice President of First National City Bank, one
of the corporations named in the foregoing instrument, and that the seal affixed
to said instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed on behalf of said corporation by authority of
its Board of Directors, and the said X. X. XXXXXXXX acknowledged the said
instrument to be the free act and deed of said corporation;
[MINNESOTA]
Before me appeared X. X. XXXXXXXX and X. XXXX, to me personally known, who,
being by me duly sworn, did say that they are respectively a Vice President and
an Assistant Cashier of First National City Bank, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation, and that the
instrument was
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executed on behalf of the corporation by authority of its Board of Directors,
and the said X. X. XXXXXXXX and D. NEIL acknowledged said instrument to be the
free act and deed of the corporation;
[OHIO]
Personally appeared X. X. XXXXXXXX and X. XXXX, known to me to be the
persons who, as a Vice President and an Assistant Cashier, respectively, of
First National City Bank, one of the corporations which executed the foregoing
instrument, signed the same, and acknowledged to me that they did so sign said
instrument in the name and on behalf of said corporation as such officers,
respectively; that the same is their free act and deed as such officers,
respectively, and is the free and corporate act and deed of said corporation;
that they were duly authorized thereunto by its Board of Directors; and that the
seal affixed to said instrument is the corporate seal of said corporation;
[WEST VIRGINIA]
X. X. XXXXXXXX and X. XXXX who signed the writing above dated as of May 1,
1962, for First National City Bank, have this day in my said county, before me
acknowledged the said writing to be the act and deed of said corporation; and
[WISCONSIN]
Personally came before me X. X. XXXXXXXX, a Vice President, and D. NEIL, an
Assistant Cashier of First National City Bank, to me known to be the persons who
executed the foregoing instrument, and to me known to be such a Vice President
and an Assistant Cashier of said corporation, and acknowledged that they
executed the foregoing instrument as such officers as the deed of said
corporation, by its authority.
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IN WITNESS WHEREOF I have hereunto set my hand and official seal of office
the day and year first above written.
My Commission expires: March 30, 1963
XXXXXXX X. XXXXXXXX
XXXXXXX X. XXXXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in Suffolk County
Cert. Filed in N. Y. County
Term Expires March 30, 1963
[NOTARIAL SEAL]
12
[MICHIGAN CHATTEL MORTGAGE CERTIFICATE PURSUANT TO
MICHIGAN STATUTES ANNOTATED (S) 26.929]
COMMONWEALTH OF PENNSYLVANIA, )
) ss.:
COUNTY OF ALLEGHENY, )
On this 1st day of May, 1962, before me appeared XXXX X. XXXXXXX, to me
personally known, who, being duly sworn, deposes and says that he is a Vice
President of National Steel Corporation, named as one of the corporations in the
foregoing instrument; that he makes this affidavit for said Corporation; that he
has knowledge of the facts; and that the consideration of said instrument was
actual and adequate; and that the same was given in good faith for the purposes
therein set forth.
My Commission expires: Dec. 9, 1962
XXXX X. XXXXXXX
XXXX X. XXXXXXX, Vice President
[NOTARIAL SEAL]
[Certificate of Prothonotary,
Allegheny County, Pennsylvania]
Subscribed and sworn to before me
this 1st day of May, 1962.
XXXXXX X. XXXXXX
XXXXXX X. XXXXXX, Notary Public
Pittsburgh, Allegheny County, Pa.
My Commission Expires
Dec. 9, 1962
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