EXHIBIT 4.6
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ISPAT INLAND INC.
TO
THE BANK OF NEW YORK
and
XXXXX X. XXXXX
As Trustees
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Thirty-Eighth Supplemental
Indenture
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DATED AS OF MARCH 25, 2004
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THIRTY-EIGHTH SUPPLEMENTAL INDENTURE dated as of March 25, 2004 made by
ISPAT INLAND INC., 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 BANK OF NEW YORK, a New York banking corporation having its
office in the City of New York, State of New York (hereinafter sometimes called
the "Corporate Trustee"), and XXXXX X. XXXXX, of the City of Plainview, State of
New York (hereinafter sometimes called the "Individual Trustee"), as 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 (formerly known as "Inland Steel 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 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-l/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 0, 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 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 (dd) $700,000,000 aggregate principal amount of
Series U First Mortgage Bonds dated July 16, 1998 and maturing July 16, 2005
(with respect to $350,000,000 aggregate principal amount) and July 16, 2006
(with respect to the remaining $350,000,000 aggregate principal amount), and
(ee) $160,000,000 aggregate principal amount of Series V First Mortgage Bonds
dated July 16, 1998, and (ff) $15,000,000 aggregate principal amount of Series W
First Mortgage Bonds dated July 16, 1998 (said Series U First Mortgage Bonds,
Series V First Mortgage Bonds and Series W First Mortgage Bonds referred to in
(dd), (ee) and (ff) having been pledged to the Collateral Agent (as hereinafter
defined) as security for the obligations of the Company and other affiliated
companies under the Bank Credit Agreement (as hereinafter defined) and (gg)
$160,000,000 aggregate principal amount of Series X First Mortgage Bonds dated
July 9, 2003;
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 T Bonds, Series U Bonds, Series V Bonds, Series W Bonds, Series
1978 Bonds, Series 1980A Bonds, Series 1980B Bonds, Series 1980C Bonds, Series
1982A Bonds and Series 1982B 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 March 25, 2004, Bonds of other
outstanding Series in respective aggregate principal amounts as follows have
been duly purchased for sinking fund and duly retired or duly called for
redemption for sinking fund and funds sufficient to redeem the same
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duly deposited with the Corporate Trustee under the First Mortgage or retired at
maturity: Series R Bonds -- $97,100,000 and Pollution Control Series 1977 Bonds
-- $8,000,000;
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 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 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)
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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 0, 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% Bonds, 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 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
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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 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 (kk) under
date of July 16, 1998, the Company executed, acknowledged and delivered a
Thirty-Sixth Supplemental Indenture to provide for the creation of its Series U
First Mortgage Bonds, Series V First Mortgage Bonds and Series W First Mortgage
Bonds and to provide for the modification of certain provisions of the First
Mortgage, and (ll) under date of July 9, 2003, the Company executed,
acknowledged and delivered a Thirty-Seventh Supplemental Indenture to provide
for the creation of its Series X Bonds and to provide for the modification of
certain provisions of the First Mortgage; 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 office of the
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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 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 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,
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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 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, (x) said Thirty-Sixth 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 (y) said Thirty-Seventh 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, Ispat Inland ULC, a Nova Scotia unlimited liability company
and affiliate of the Company (hereinafter sometimes called the "Issuer")
proposes to issue and sell $150,000,000 aggregate principal amount of its Senior
Secured Floating Rate Notes due 2010 (hereinafter sometimes called the "Floating
Rate Notes") and $650,000,000 aggregate principal amount of its 9-3/4% Senior
Secured Notes due 2014 (hereinafter sometimes called the "Fixed Rate Notes"
which, together with the Floating Rate Notes and any Additional Notes (as
hereinafter defined), are hereinafter sometimes collectively called the "Senior
Secured Notes") under an Indenture dated as of March 25, 2004 (hereinafter, as
it may be amended, modified or supplemented from time to time, sometimes called
the "Senior Secured Note Indenture") among the Issuer, the Company, Ispat
Inland, L.P., the other guarantors named therein and LaSalle Bank National
Association, as trustee (hereinafter sometimes called the "Senior Secured Note
Trustee"); and
WHEREAS, the Company desires, for its corporate purposes, to create and
issue under and in accordance with the provisions of the First Mortgage, (i)
$150,000,000 aggregate principal amount of Bonds to be known as its "First
Mortgage Bonds Series Y" (hereinafter sometimes called "Series Y Bonds" or
"Bonds of Series Y"), and (ii) $650,000,000 aggregate principal amount of Bonds
to be known as its "First Mortgage Bonds Series Z" (hereinafter sometimes called
"Series Z Bonds" or "Bonds of Series Z", which, together with the Series Y
Bonds, are hereinafter sometimes collectively called the "Series Bonds"); and
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WHEREAS, the Company proposes to issue the Series Bonds to Ispat Inland
Finance, LLC, a Delaware limited liability company and affiliate of the Company
(hereinafter sometimes called "Xxxxx"), which will pledge the Series Bonds to
the Senior Secured Note Trustee as collateral security for Xxxxx'x guarantee of
the Senior Secured Notes pursuant to a Pledge Agreement dated as of March 25,
2004 (hereinafter, as it may be amended, modified or supplemented from time to
time, sometimes called the "Pledge Agreement") among Xxxxx, the Issuer, certain
other guarantors of the Senior Secured Notes and the Senior Secured Note
Trustee; and
WHEREAS, the Company desires, for its corporate purposes, to authorize
the creation and subsequent issuance under and in accordance with the provisions
of the First Mortgage of up to an aggregate principal amount of $100,000,000
additional Series Bonds consisting of additional Series Y Bonds (hereinafter
sometimes called "Additional Series Y Bonds") and/or additional Series Z Bonds
(hereinafter sometimes called "Additional Series Z Bonds," which together with
the additional Series Y Bonds, are hereinafter sometimes called "Additional
Series Bonds"); and
WHEREAS, the Company and the Trustees desire to provide for the
modification of certain provisions of the First Mortgage with respect to the
rights of the holders of the Series Bonds thereunder; and
WHEREAS, the form, terms and provisions of this Indenture and the
execution thereof by the Company have been duly authorized; and
WHEREAS, the Series Y Bonds and the certificate of authentication of
the Corporate Trustee to be endorsed upon all Series Y Bonds are to be
substantially in the following form, with appropriate omissions, insertions and
variations as in the First Mortgage and in this Indenture provided or permitted:
EXCEPT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT (AS DEFINED IN THE SENIOR SECURED NOTE INDENTURE REFERRED TO BELOW),
THIS BOND IS NOT TRANSFERABLE TO ANY PERSON OTHER THAN THE TRUSTEE UNDER THE
INDENTURE DATED AS OF MARCH 25, 2004 AMONG ISPAT INLAND ULC (THE "ISSUER"), THE
COMPANY, ISPAT INLAND, L.P., THE OTHER GUARANTORS NAMED THEREIN, AND LASALLE
BANK NATIONAL ASSOCIATION, AS TRUSTEE (TOGETHER WITH ANY SUCCESSORS UNDER SUCH
INDENTURE, THE "TRUSTEE") (SUCH INDENTURE, AS AMENDED, MODIFIED OR SUPPLEMENTED
FROM TIME TO TIME, THE "SENIOR SECURED NOTE INDENTURE").
ISPAT INLAND INC.
No. R-__ $___________________
FIRST MORTGAGE BOND, SERIES Y
Due April 1, 2010
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ISPAT INLAND INC., a Delaware corporation formerly known as "Inland
Steel Company" (herein, together with its successors and assigns, the
"Company"), for value received, promises to pay to _____________________________
or registered assigns the principal sum of ________________________ Million
Dollars ($___,000,000) in whole or in part on such date or dates as the Issuer
has any obligation to purchase or repay a like principal amount of the Floating
Rate Notes (as defined in the Senior Secured Note Indenture) issued on the date
hereof under the Senior Secured Note Indenture (together with premium in an
amount equal to the amount of premium payable on the Floating Rate Notes on such
date or dates), but not later than April 1, 2010, and to pay interest on the
unpaid principal amount hereof 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 Y Bond to equal (i) the amount of
interest, fees, charges and expenses payable on such interest payment date with
respect to the Floating Rate Notes issued on the date hereof under the Senior
Secured Note Indenture plus (ii) additional interest on the Floating Rate Notes
under the Senior Secured Note Indenture in the amount of 0.50% per annum
(herein, "Additional Interest"); provided, however, that the Additional Interest
payable under the foregoing clause (ii) shall not be payable from and after the
occurrence of a "Permitted Xxxxx Collapse Transaction" as defined in the Senior
Secured Note Indenture. Such interest shall be payable on the same dates as
interest with respect to the Floating Rate Notes is payable from time to time
pursuant to the Senior Secured Note Indenture (each such date hereinafter called
an "interest payment date"), until maturity of this Series Y Bond, or, if the
Company shall default in the payment of principal due on this Series Y 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 Floating Rate Notes
under the Senior Secured Note Indenture, the basis on which such amounts are
computed and the dates on which such amounts are payable are set forth in the
Senior Secured Note Indenture. All payments of the principal of and interest on
this bond will be made 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 option of the
registered holder hereof, at the office or agency of the Company in the City of
Chicago, State of Illinois, in such coin or currency of the United States of
America as at the time of payment in legal tender for the payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Bond register.
This bond is one of the Bonds of Series Y 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 Bank of New York
and Xxxxx X. Xxxxx, 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-Eighth Supplemental Indenture dated as of March 25, 2004 (herein called
the "Thirty-Eighth Supplemental Indenture"). The Fourth Supplemental Indenture
dated December 16, 1935, the Fifth
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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 Mortgage without any further vote or consent on the part of the holders of
the respective Series of Bonds, including this Series Y 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, but the aggregate principal amount of Bonds of Series
Y, when taken together with the aggregate principal amount of the Series Z
Bonds, is limited to $900,000,000, the issuance of which bonds is provided for
in the Thirty-Eighth Supplemental Indenture.
In case an event of default as defined in the First Mortgage shall
occur, the principal of the Bonds (including the Series Y Bond) may become or be
declared due and payable, in the manner and with the effect provided in the
First Mortgage.
Series Y 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 Y 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 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.
-10-
Except after the occurrence and during the continuance of an Event of
Default (as defined in the Senior Secured Note Indenture), this Series Y Bond is
nontransferable except to effect transfer to the Senior Secured Note Trustee
under the Senior Secured Note Indenture, 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 Y Bond, and upon any
such transfer or exchange one or more new registered Series Y 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 Y 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 by the Corporate Trustee under
the First Mortgage of the certificate hereon endorsed.
IN WITNESS WHEREOF, Ispat Inland Inc. has caused this Series Y 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: as of ___________, 20___
ISPAT INLAND INC.
Attested:
By____________________________________
Title:
By_____________________________
Title:
This bond is one of the bonds described in the within-mentioned First
Mortgage.
Dated: ______________, 20___
THE BANK OF NEW YORK,
Corporate Trustee
By___________________
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(End of Series Y Bond Form)
-12-
WHEREAS, the Series Z Bonds and the certificate of authentication of
the Corporate Trustee to be endorsed upon all Series Z Bonds are to be
substantially in the following form, with appropriate omissions, insertions and
variations as in the First Mortgage and in this Indenture provided or permitted:
EXCEPT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT (AS DEFINED IN THE SENIOR SECURED NOTE INDENTURE REFERRED TO BELOW),
THIS BOND IS NOT TRANSFERABLE TO ANY PERSON OTHER THAN A SUCCESSOR TRUSTEE UNDER
THE INDENTURE DATED AS OF MARCH 25, 2004, AMONG ISPAT INLAND ULC (THE "ISSUER"),
THE COMPANY, ISPAT INLAND, L.P., THE OTHER GUARANTORS NAMED THEREIN, AND LASALLE
BANK NATIONAL ASSOCIATION, AS TRUSTEE (TOGETHER WITH ANY SUCCESSORS UNDER SUCH
INDENTURE, THE "SENIOR SECURED NOTE TRUSTEE") (SUCH INDENTURE, AS AMENDED,
MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE "SENIOR SECURED NOTE
INDENTURE").
ISPAT INLAND INC.
No. R-__ $__________________
FIRST MORTGAGE BOND, SERIES Z
Due April 1, 2014
ISPAT INLAND INC., a Delaware corporation formerly known as "Inland
Steel Company" (hereinafter called the "Company"), for value received, hereby
promises to pay to _____________________________________ or registered assigns,
the principal sum of _____________________ Million Dollars ($___,000,000) in
whole or in part on such date or dates as the Issuer has any obligation to
purchase or repay a like principal amount of the Fixed Rate Notes (as defined in
the Senior Secured Note Indenture) issued on the date hereof under the Senior
Secured Note Indenture (together with premium in an amount equal to the amount
of premium payable on the Fixed Rate Notes on such date or dates), but not later
than April 1, 2014, and to pay interest on the unpaid principal amount hereof 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 Z Bond to equal (i) the amount of interest, fees, charges and
expenses payable on such interest payment date with respect to the Fixed Rate
Notes issued on the date hereof under the Senior Secured Note Indenture plus
(ii) additional interest on the Fixed Rate Notes under the Senior Secured Note
Indenture in the amount of 0.50% per annum (herein, "Additional Interest");
provided, however, that the Additional Interest payable under the foregoing
clause (ii) shall not be payable from and after the occurrence of a "Permitted
Xxxxx Collapse Transaction" (as defined in the Senior Secured Note Indenture).
Such interest shall be payable on the same dates as interest with respect to the
Fixed Rate Notes is payable from time to time pursuant to the Senior Secured
Note Indenture (each such date hereinafter called an "interest payment date"),
until maturity of this Series Z Bond, or, if the Company shall default in the
payment of principal due on this Series Z 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
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and expenses payable from time to time with respect to the Fixed Rate Notes
under the Senior Secured Note Indenture, the basis on which such amounts are
computed and the dates on which such amounts are payable are set forth in the
Senior Secured Note Indenture. Payments of the principal of and interest on this
bond will be made 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 option of the
registered holder hereof, at the office or agency of the Company in the City of
Chicago, State of Illinois, in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Bond register.
This bond is one of the Bonds of Series Z 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-Eighth Supplemental Indenture dated as of March 25, 2004
(hereinafter called the "Thirty-Eighth 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, and the Twenty-Second
Supplemental Indenture dated as of April 15, 1974, 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, and the Thirty-First Supplemental Indenture, made
by the Company to the Trustees under the First Mortgage, 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 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, but the
aggregate principal amount of the Bonds of Series Z, when taken together with
the aggregate principal amount of the Series Y Bonds, is limited to
$900,000,000, the issuance of which bonds is provided for in the Thirty-Eighth
Supplemental Indenture.
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In case an event of default as defined in the First Mortgage shall
occur, the principal of the Bonds may become or be declared due and payable, in
the manner and with the effect provided in the First Mortgage.
Bonds of Series Z are issuable only in fully registered form in
denominations of $1,000 and multiples thereof.
No recourse shall be had for the payment of the principal of or
interest on this 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 any subscriber, incorporator, stockholder, officer or
director, as such, past, present or future, of 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 Senior Secured Note Indenture), this Series Z Bond is
nontransferable except to effect transfer to the Trustee under the Indenture,
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 Z Bond, and upon any such transfer or exchange one
or more new registered Series Z 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 nay transfer or exchange of Series Z 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 by the Corporate Trustee under the First
Mortgage of the certificate hereon endorsed.
IN WITNESS WHEREOF, Ispat Inland Inc. has caused this 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.
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Dated: ___________, 20___
ISPAT INLAND INC.
Attested:
By____________________________________ By_________________________________
Assistant Secretary President
(Form of corporate Trustee's certificate of Authentication)
This bond is one of the bonds described in the within-mentioned First Mortgage.
THE BANK OF NEW YORK,
Corporate Trustee
By______________________
Authorized Officer
(End of Series Z Bond Form)
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 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 Y Bonds, the Series Z Bonds and any
Additional Series Bonds (as hereinafter defined) 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 Bonds of Series Y and Bonds of
Series Z and hereby agrees with the Trustees as hereinafter provided:
-16-
ARTICLE ONE
AMOUNT, FORM, ISSUE, REGISTRATION AND EXCHANGE, AND OTHER
PROVISIONS OF BONDS OF SERIES Y
SECTION 1. The Series Y Bonds shall be known as the "First Mortgage
Bonds, Series Y" of the Company, and shall be limited to the principal amount of
the sum of $150,000,000, plus the aggregate principal amount of any Additional
Series Y Bonds (as hereinafter defined). Series Y Bonds (shall be issued as
registered Bonds without coupons in the denominations of $1,000 and any integral
multiples thereof. The principal of the Series Y Bonds shall be payable in whole
or installments on such date or dates as the Issuer has any obligation to
purchase or repay a like aggregate principal amount of the Floating Rate Notes
(issued on the date such Series Y Bonds were issued) under the Senior Secured
Note Indenture, but not later than April 1, 2010 (together with premium in an
amount equal to the amount of premium payable on such Floating Rate Notes on
such date or dates). The Series Y 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 Floating Rate Notes pursuant to the Senior Secured Note Indenture
as shall cause the amount of interest payable on such date on the Series Y Bonds
to equal the amount of interest, fees, charges and expenses payable with respect
to the Floating Rate Notes (issued on the date such Series Y Bonds were issued)
on such date under the Senior Secured Note Indenture, plus (ii) additional
interest on the Floating Rate Notes under the Senior Secured Note Indenture in
the amount of -1/2 of 1% per annum ("Additional Interest") until maturity of the
Series Y Bonds, or, if the Company shall default in the payment of principal due
on the Series Y Bonds, until such principal and interest shall have been paid in
full and the Company's obligations with respect thereto discharges as provided
in the First Mortgage; provided, however, that the Additional Interest payable
under the foregoing clause (ii) shall not be payable from and after the
occurrence of a "Permitted Xxxxx Collapse Transaction" (as defined in the Senior
Secured Note Indenture). The amount of interest and fees and types of charges
and expenses payable from time to time with respect to the Floating Rate Notes
under the Senior Secured Note Indenture, the basis on which such amounts are
computed and the dates on which such amounts are payable are set forth in the
Senior Secured Note Indenture. Bonds of Series Y shall be payable as to
principal and interest in such coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts, 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 option of the registered holder,
at the office or agency of the Company in the City of Chicago, State of
Illinois. In addition, at the option of the Company, payment of interest may be
made by check mailed to the address of the person entitled thereto at such
address as shall appear in the Bond register.
Bonds of Series Y 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. Bonds of Series Y shall be transferable and exchangeable in the
manner, upon the terms and conditions, and with the effect, herein and in
Article One of the First Mortgage provided or permitted.
The Series Y Bonds shall be dated the date of authentication.
-17-
A service charge will not be made for any registration of transfer or
exchange of Series Y 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 2. After $150,000,000 aggregate principal amount of Bonds of
Series Y and the amount of Additional Series Y Bonds permitted to be issued
under Article Three shall have been authenticated and delivered, no additional
Bonds of Series Y shall be issued, except upon transfers, combinations or
split-ups of Bonds of Series Y or in lieu of Bonds of Series Y mutilated,
destroyed, lost or stolen.
Section 3. The Company shall act as paying agent for the Series Y 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 TWO
AMOUNT, FORM, ISSUE, REGISTRATION AND EXCHANGE,
AND OTHER PROVISIONS OF BONDS OF SERIES Z
SECTION 1. The Series Z Bonds shall be known as the "First Mortgage
Bonds, Series Z," of the Company, and shall be limited to the principal amount
of $650,000,000 plus the aggregate principal amount of any Additional Series Z
Bonds. Series Z Bonds shall be issued as registered Bonds without coupons in the
denominations of $1,000 and any integral multiples thereof. The principal of the
Series Z Bonds shall be payable in whole or installments on such date or dates
as the Issuer has any obligation to purchase or repay a like aggregate principal
amount of premium payable on such Fixed Rate Notes on such date or dates with
respect to the Fixed Rate Notes (issued on the date such Series Z Bonds were
issued) under the Senior Secured Note Indenture, but not later than April 1,
2014 (together with premium in an amount equal to the amount of premium payable
on such Fixed Rate Notes on such date or dates). The Series Z 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 Fixed Rate Notes pursuant to the Senior
Secured Note Indenture as shall cause the amount of interest payable on such
date on the Series Z Bonds to equal the amount of interest, fees, charges and
expenses payable with respect to the Fixed Rate Notes on such date under the
Senior Secured Note Indenture, plus (ii) additional interest on the Fixed Rate
Notes under the Indenture in the amount of 0.50% per annum (hereinafter
sometimes called "Additional Interest") until maturity of the Series Z Bonds,
or, if the Company shall default in the payment of principal due on the Series Z
Bonds, until such principal and interest shall have been paid in full and the
Company's obligations with respect thereto discharges as provided in the First
Mortgage; provided, however, that the Additional Interest payable under the
foregoing clause (ii) shall not be payable from and after the occurrence of a
"Permitted Xxxxx Collapse Transaction" (as defined in the Senior Secured Note
Indenture). The amount of interest and fees and types of charges and expenses
payable from time to time with respect to the Fixed Rate Notes issued on any
date under the Senior Secured Note Indenture, the basis on which such amounts
are computed and the dates on which such amounts are payable are set forth in
the Senior Secured Note Indenture. Bonds of Series Z shall be payable as to
principal and interest in such coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts, at the office or agency of the Company in the
-00-
Xxxxxxx xx Xxxxxxxxx, The City of New York, State of New York or, at the option
of the registered holder, at the office or agency of the Company in the City of
Chicago, State of Illinois. In addition, at the option of the Company, payment
of interest may be made by check mailed to the address of the person entitled
thereto at such address as shall appear in the Bond register.
Bonds of Series Z 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. Bonds of Series Z shall be transferable and exchangeable in the
manner, upon the terms and conditions, and with the effect, herein and in
Article One of the First Mortgage provided or permitted.
The Series Z Bonds shall be dated the date of authentication.
A service charge will not be made for any registration of transfer or
exchange of Series Z 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 2. After $650,000,000 aggregate principal amount of Bonds of
Series Z and the amount of Additional Series Z Bonds permitted to be issued
under Article Three have been authenticated and delivered, no additional Bonds
of Series Z shall be issued, except upon transfers, combinations or split-ups of
Bonds of Series Z or in lieu of Bonds of Series Z mutilated, destroyed, lost or
stolen.
SECTION 3. The Company shall act as paying agent for the Series Z 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
ADDITIONAL SERIES BONDS
SECTION 1. The Company shall be entitled to issue Additional Series
Bonds under this Indenture up to an aggregate principal amount of $100,000,000,
which shall have substantially identical terms as the original Series Bonds of
the applicable series, other than with respect to the date of issuance, issue
price, amount of interest payable on the first payment date applicable thereto,
which Additional Series Bonds shall be issued to the Issuer, Xxxxx or another
guarantor of the Senior Secured Notes for pledge to the Senior Secured Note
Trustee under the Pledge Agreement; provided that the Issuer has concurrently
issued a like aggregate principal amount of Senior Secured Notes of the
corresponding series under the Senior Secured Note Indenture.
SECTION 2. With respect to any Additional Series Bonds, the Company
shall set forth in a resolution of its Board of Directors (or a duly appointed
committee thereof) and in an Officers' Certificate, a copy of each of which
shall be delivered to the Corporate Trustee, the following information:
(i) the aggregate principal amount of First Mortgage
Bonds of each series (i.e., Series Y or Series Z) outstanding
immediately prior to the issuance of such Additional Series Bonds;
-19-
(ii) the aggregate principal amount of such Additional
Series Bonds of each series to be authenticated and delivered pursuant
to this Indenture; and
(iii) the issue price and the issue date of each series of
such Additional Series Bonds and the amount of interest payable on the
first payment date applicable thereto.
ARTICLE FOUR
MODIFICATION OF CERTAIN PROVISIONS
OF THE FIRST MORTGAGE
Anything in the First Mortgage to the contrary notwithstanding, neither
the Series Y Bonds nor the Series Z Bonds shall be entitled to the benefit of,
nor shall the holders of the Series Y or Series Z 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 (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), spare parts or mobile equipment of the
Company.
ARTICLE FIVE
CERTAIN DIRECTION BY HOLDERS
OF SERIES BONDS
SECTION 1. Each Holder of Series Bonds from time to time by its
acceptance of such Series Bond irrevocably directs the Trustees pursuant to
Article Eight, Section 5, of the First Mortgage to permit, if an event of
default shall have occurred and be continuing under the First Mortgage or a
"Collateral Enforcement Action" has occurred under the Intercreditor Agreement
(as hereinafter defined), the Working Capital Agent (as hereinafter defined), or
any of its agents or designees, to occupy and use during the Liquidation Period
(as hereinafter defined) any and all property, plant or equipment of the Company
(other than the continuous caster equipment mortgaged to PBGC prior to the date
hereof) located at the Indiana Harbor Works facility of the Company in East
Chicago, Indiana (and any other property, plant or equipment of the Company
which is subject to the First Mortgage), and during the Liquidation Period to
take possession of, package, ship, sell, liquidate, process or otherwise dispose
of the Collateral (as such term is defined in the Intercreditor Agreement) at
such location in any manner necessary or desirable for the Working Capital Agent
to realize the full value of such Collateral in connection with the sale or
other disposition thereof, all on terms and subject to the conditions set forth
in the Intercreditor Agreement.
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SECTION 2. This Article Five is for the express benefit of the Working
Capital Agent and the other Lenders (as hereinafter defined), each of whom
should be considered a third party beneficiary of this Article Five, including,
without limitation, through injunction as if a party hereto and the provisions
of this Article Five shall not be amended, waived or otherwise modified or
affected without the express written consent of the Working Capital Agent. This
Article Five shall continue in full force and effect until all obligations,
liabilities and indebtedness of any kind now or hereafter due under or with
respect to the Series X Bonds have been fully paid, performed and satisfied.
SECTION 3. The Trustees expressly reserve their rights to be reasonably
indemnified or secured by the Company against any expense or liability in which
the action requested by this Article Five may, in their opinion, be likely to
involve them.
SECTION 4. Each Holder of the Series Bonds agrees to execute any letter
of direction to the Trustees necessary to allow the Working Capital Agent to
exercise its rights under this Article Five and the Intercreditor Agreement.
SECTION 5. For purposes of this Article 5, the following terms shall
have the meanings indicated:
"Intercreditor Agreement" shall mean the Intercreditor and
Lien Subordination Agreement dated as of March 25, 2004 among the Company,
certain subsidiaries of the Company, the Working Capital Agent and the Senior
Secured Note Trustee, as the same may be amended, supplemented, restated or
otherwise modified from time to time (including any such amendment, supplement,
restatement or other modification to add any other Lender or Working Capital
Agent to such Intercreditor Agreement).
"Lenders" shall mean General Electric Capital Corporation and
the other lenders named on the signature pages of the Working Capital Credit
Agreement, and, if any such Lender shall decide to assign all or any portion of
the obligations under the Working Capital Credit Agreement, such term shall
include any assignee of such Lender; and "Lender" shall also include the lender
or lenders under any other subsequent credit agreement or agreements entered
into by the Company which is secured by collateral similar to the collateral
granted under such aforedescribed Working Capital Agreement.
"Liquidation Period" shall have the meaning given thereto in
the Intercreditor Agreement.
"Working Capital Agent" shall mean General Electric Capital
Corporation, as agent for the Lenders under the Working Capital Credit
Agreement, or its successor appointed pursuant to Section 9.17 of the Working
Capital Credit Agreement; and "Working Capital Agent" shall also include the
agent under any other subsequent credit agreement or agreements entered into by
the Company which is secured by collateral similar to the collateral granted
under such aforedescribed Working Capital Agreement.
"Working Capital Credit Agreement" shall mean the Credit
Agreement dated as of April 30, 2003, as amended July 9, 2003 and March 25, 2004
among the Company, certain subsidiaries of the Company which may become party
thereto, General Electric Capital
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Corporation, as a Lender and as Working Capital Agent for the Lenders and the
other Lenders signatory thereto from time to time, as the same may be amended,
supplemented, restated or otherwise modified from time to time; and "Working
Capital Agreement" shall also include any other subsequent credit agreement or
agreements entered into by the Company which is secured by collateral similar to
the collateral granted under such aforedescribed Working Capital Agreement.
ARTICLE SIX
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 SEVEN
EFFECT OF THIS INDENTURE ON THE FIRST MORTGAGE
The provisions of this Indenture shall become effective immediately
upon the execution and delivery of this Indenture and the First Mortgage shall
thereupon be 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 Indenture, had been set forth in said First Mortgage Indenture,
dated April 1, 1928, as originally executed; provided, however, that, at any
time prior to the issuance of any of the Series Bonds provided for in and by
this Indenture, the Company, when authorized by resolution of its board of
directors, may, and the Trustees in such event, upon written request of the
President or any Vice President or the Treasurer of the Company, shall, enter
into an indenture supplemental to the First Mortgage, in form satisfactory to
the Corporate Trustee, and which thereafter shall form a part of the First
Mortgage, for the purpose of canceling this Indenture, and upon and after the
execution and delivery of such indenture supplemental to the First Mortgage,
this Indenture and all of the terms and provisions of this Indenture shall be of
no force or effect whatsoever. Anything contained in this Indenture to the
contrary notwithstanding, however, no amendment of the First Mortgage made by
this Indenture shall affect, or so operate as to render invalid and improper,
any action heretofore taken under the First Mortgage.
ARTICLE EIGHT
MISCELLANEOUS
SECTION 1. For so long as any Series Bonds are outstanding, no
amendment requiring the consent of holders of Bonds may be made under the First
Mortgage unless the holders of a majority of the outstanding Senior Secured
Notes have consented to such amendment.
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SECTION 2. The First Mortgage, to the extent that it conveys or
otherwise deals with items of property which are or may become fixtures under
the Uniform Commercial Code, constitutes a financing statement filed and indexed
as a "fixture filing", within the meaning of the Uniform Commercial Code, in the
real estate records of the Recorder of the county in which such mortgaged
premises is located with respect to any and all fixtures and with respect to any
personal property that may now or hereafter become such fixtures. For purposes
of the foregoing, the Company is the debtor (with its address set forth below)
and the Corporate Trustee is the secured party (with its address as set forth
below). The Company is record owner of the mortgaged premises. The debtor's
organizational identification number is 0060028.
Address of debtor: Ispat Inland Inc.
0000 Xxxxxxx Xxxxxx
Xxxx Xxxxxxx, Xxxxxxx 00000
Address of secured party: The Bank of New York
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
SECTION 3. 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 Indenture.
SECTION 4. This 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.
SECTION 5. This 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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IN WITNESS WHEREOF, said Ispat Inland Inc., 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 Bank of New York, one of the parties of the second part, has caused
this Indenture to be signed in its corporate name by one of its authorized
officers and its corporate seal to be hereunto affixed and attested by one of
its Trust Officers, and said Xxxxx X. Xxxxx, 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.
ISPAT INLAND INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: President and CEO
ATTEST:
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Secretary
Signed, sealed and delivered by
Ispat Inland Inc. in the
presence of:
/s/ Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. XxXxxxxx
THE BANK OF NEW YORK
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
ATTEST:
/s/ Xxxxxxx Xxxxxx
Vice President
Signed, sealed and delivered by
The Bank of New York in the
presence of:
/s/ Xxxxxx Thons
/s/ signed
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Signed and delivered by
Xxxxx X. Xxxxx in the presence of:
/s/ Xxxxxx Thons
/s/ signed
STATE OF INDIANA )
) SS.
COUNTY OF LAKE )
I, Xxxxxx X. Xxxxx, a Notary Public in and for the county and State
aforesaid, DO HEREBY CERTIFY that on this 24th day of March, 2004, before me
personally came and appeared in person, Xxxxx X. Xxxxxxxx and Xxxx X .Xxxxx,
Secretary, respectively, of Ispat Inland Inc., one of the corporations described
in the within, annexed and foregoing indenture, each to me personally known 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
Xxxxx X. Xxxxxxxx resides in Evanston, in the State of Illinois, and that he is
the President and CEO of said Ispat Inland Inc., one of the corporations
described in and which executed the foregoing indenture; that said Xxxx X. Xxxxx
resides in Valparaiso, in the State of Indiana, and that he is Secretary of said
Ispat Inland Inc., 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 Ispat Inland Inc., and of themselves as such officers thereof, for the
uses and purposes therein set forth.
GIVEN under my hand and official seal this 24th day of March, A.D.
2004.
/s/ Xxxxxx X. Xxxxx,
a resident of Lake County, Indiana
Notary Public
My commission expires March 25, 0000
XXXXX XX XXX XXXX )
) SS.
COUNTY OF NEW YORK )
I, Xxxxxxx Xxxxxxx, Notary Public in and for the county and State
aforesaid, DO HEREBY CERTIFY that on this 24th day of March, 2004, before me
personally came and appeared in person, Xxxxx X. Xxxxx, a Vice President and
Xxxxxxx Xxxxxx, a Vice President, respectively, of The Bank of New York, 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
Vice President, respectively, of said The Bank of New York, 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 Xxxxx X. Xxxxx resides in
Plainview in the State of New York, and that (s)he is a Vice President of said
The Bank of New York, one of the corporations described in and which executed
the foregoing indenture; that said Xxxxxxx Xxxxxx resides in Brooklyn, in the
State of New York, and that (s)he is a Vice President of said The Bank of New
York, 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 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
Bank of New York, and of themselves as such officers thereof, for the uses and
purposes therein set forth.
GIVEN under my hand and official seal this 24th day of March, A.D.
2004.
/s/ Xxxxxxx X. Xxxxxxx,
a resident of Bronx County, New York
Notary Public
My commission expires May 18, 0000
XXXXX XX XXX XXXX )
) SS.
COUNTY OF NEW YORK )
I, Xxxxxxx Xxxxxxx, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that on this 24th day of March, 2004 before me
personally came and appeared in person Xxxxx X. Xxxxx, 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, 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 24th day of March, A.D.
2004.
/s/ Xxxxxxx X. Xxxxxxx,
a resident of Bronx County, New York
Notary Public
My commission expires May 18, 2006
This instrument was prepared by:
J. Xxxxx Xxxxxxxx
Mayer, Brown, Xxxx & Maw LLP
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
