EXHIBIT 4.1
EXECUTION COPY
Third Supplemental Indenture
Dated as of August 8, 2002
This Third Supplemental Indenture to the Indenture referred to below is
dated as of August 8, 2002 (this "Supplemental Indenture") among AK Steel
Corporation, a Delaware corporation ("AK Steel"), AK Steel Holding Corporation,
a Delaware corporation ("Holding"), Xxxxxxx Dynamics, L.L.C., a Delaware limited
liability company (the "Subsidiary Guarantor"), and Fifth Third Bank, as trustee
(the "Trustee").
AK Steel, Holding, the Subsidiary Guarantor and the Trustee are parties to
an Indenture dated as of February 10, 1999, a First Supplemental Indenture
thereto dated as of August 6, 1999 and a Second Supplemental Indenture thereto
dated as of October 1, 1999 (as so amended and supplemented by the First
Supplemental Indenture, the "Indenture") providing, among other things, for the
authentication, delivery and administration of AK Steel's 7 7/8% Senior Notes
due 2009 issued thereunder (the "Notes").
AK Steel has solicited consents from Holders (as defined below) of the
Notes to certain amendments to the Indenture described in Article II hereof (the
"Proposed Amendments").
Pursuant to Section 9.2 of the Indenture, the Holders of at least a
majority in principal amount of the outstanding Notes have consented in writing
to the Proposed Amendments.
AK Steel has directed the Trustee to execute and deliver this Supplemental
Indenture in accordance with the terms of the Indenture.
In consideration of the foregoing premises, the parties mutually agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the Notes:
ARTICLE I
DEFINITIONS AND EFFECTIVENESS
Section 1.1 Definitions. Except as otherwise defined herein, capitalized
terms defined in the Indenture are used herein as therein defined.
Section 1.2 Effectiveness. The Proposed Amendments will become effective
immediately upon execution and delivery hereof by each of Holding, the Company,
the Subsidiary Guarantor and the Trustee (the "Effective Time").
ARTICLE II
AMENDMENTS TO INDENTURE
Section 2.1 Amendments to Indenture. On and after the Effective Time, the
Indenture shall be amended as follows:
(a) Section 1.1 of the Indenture shall be amended to insert the
following definition in proper alphabetical order: "`Permitted Guarantees'
means Guarantees issued by AK Steel of up to $50.0 million aggregate
principal amount of Debt at any one time outstanding issued by another
Person structured as an unincorporated joint venture, partnership,
association or limited liability company (i) in which AK Steel or any
Wholly Owned Guarantor Subsidiary owns at least 50% of the outstanding
total voting power of
Equity Interests thereof and (ii) that engages only in a business of the
type conducted by AK Steel on the date hereof or in a business ancillary
thereto."
(b) The definition of "Consolidated Net Income" contained in
Section 1.1 of the Indenture shall be amended as follows:
(i) in clause (g) thereof an "(i)" shall be inserted
immediately before the words "special charges"; and
(ii) following the last word "expenses" in clause (g) thereof
shall be inserted the following text ", (ii) net gains or losses from
a fourth quarter (corridor) adjustment (and related tax effects)
recognized by Holding, AK Steel or any Subsidiary in accordance with
its method of recording unrecognized net actuarial gains and losses in
accounting for pensions and other postretirement benefits, provided,
however, that if any such fourth quarter adjustment shall occur, it
shall be included prospectively in Consolidated Net Income for
purposes of Section 4.7 hereof to the following extent: its effect
(and related tax effects) shall be deferred and amortized equally over
a period of 120 months beginning January 1 of the year subsequent to
the fourth quarter adjustment and (iii) any charges (and related tax
effects) recorded by Holding, AK Steel or any Subsidiary as a result
of the impairment of goodwill under generally accepted accounting
principles".
(c) The definition of "Permitted Investments" contained in Section
1.1 of the Indenture shall be amended as follows:
(i) the reference to clause "(g)" thereof shall be changed
to clause "(h)" and the word "and" immediately preceding such clause
shall be deleted; and
(ii) the following new clause (g) shall be inserted in proper
alphabetical order: "(g) Permitted Guarantees; and".
(d) Section 4.5 of the Indenture shall be amended by inserting the
following immediately prior to the period at the end of clause (h): "; or
(i) Permitted Guarantees."
(e) Section 4.7 of the Indenture shall be amended as follows:
(i) in clause (a)(v)(3) thereof (including subclauses (A)
through (D)),
(A) the five references to the date "October 1, 1996"
shall be replaced with the date "April 1, 2002"; and
(B) the following shall be inserted immediately prior
to the period at the end of subclause (D): ", plus (E) $25.0
million"; and
(ii) in clause (c) thereof the reference to the date
"February 28, 2001" shall be replaced by the date "June 30, 2004".
Section 2.2 Notification to Holders. AK Steel shall notify the Holders in
accordance with Section 9.2 of the Indenture of the execution of this
Supplemental Indenture. Any failure of AK Steel to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of this
Supplemental Indenture.
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Section 2.3 Receipt by Trustee. In accordance with Sections 9.6 and 11.4
of the Indenture, the parties acknowledge that the Trustee has received an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that this
Supplemental Indenture complies with the applicable requirements of the
Indenture, including that the Proposed Amendments are authorized or permitted by
the Indenture.
ARTICLE III
MISCELLANEOUS
Section 3.1 Parties. Nothing expressed or mentioned herein is intended or
shall be construed to give any Person, other than the Holders and the Trustee,
any legal or equitable right, remedy or claim under or in respect of this
Supplemental Indenture or the Indenture or any provision herein or therein
contained.
Section 3.2 Governing Law. The rights and duties of AK Steel, Holding, the
Guarantor and the Trustee under this Supplemental Indenture shall, pursuant to
New York General Obligations Law Section 5-1401, be governed by the laws of the
State of New York.
Section 3.3 Separability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 3.4 Ratification of Indenture; Supplemental Indenture Part of
Indenture. Except as expressly supplemented hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions, and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.
Section 3.5 Multiple Originals. The parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them shall represent the same agreement. One signed copy is enough to prove
this Supplemental Indenture.
Section 3.6 Headings. The headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or restrict any
of the terms or provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.
AK Steel Corporation
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
AK Steel Holding Corporation,
as Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
Xxxxxxx Dynamics, L.L.C.,
as Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Fifth Third Bank,
as Trustee
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
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