EXHIBIT 4.4
_______________________________________
AK STEEL CORPORATION
____________
SUPPLEMENTAL INDENTURE
Dated as of December 11, 1996
to
INDENTURE
Dated as of April 1, 1994
_____________
THE BANK OF NEW YORK,
as Trustee
_______________________________________
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE is dated as of December 11, 1996 among AK STEEL
CORPORATION, a Delaware corporation ("AK Steel"), AK STEEL HOLDING CORPORATION,
--------
a Delaware corporation, as Guarantor ("Holding"), and THE BANK OF NEW YORK, a
-------
New York banking corporation, as Trustee (the "Trustee").
-------
W I T N E S S E T H :
WHEREAS, AK Steel, Holding and the Trustee are parties to an Indenture
dated as of April 1, 1994 as heretofore amended by a Supplemental Indenture
dated as of September 21, 1994 (as so amended, the "Indenture"); and
---------
WHEREAS, AK Steel, Holding and the Trustee desire to amend the Indenture
pursuant to Section 9.1 thereof to cure an ambiguity therein; and
WHEREAS, AK Steel has represented to the Trustee that all conditions
precedent to the execution and delivery of this Supplemental Indenture have been
satisfied;
NOW, THEREFORE, the parties hereto agree as follows:
1. Effective as of the date hereof, Section 4.12 of the Indenture is
hereby amended by adding at the end of said section the following sentence:
"For the avoidance of ambiguity, it is understood that Liens referred to in
clauses (a) through (j) of this Section 4.12 may secure, in addition to the
principal of and premium (if any) on Debt referred to in such clauses, interest
and all other Obligations on and in respect of such Debt."
2. The Trustee accepts the amendment of the Indenture affected by this
Supplemental Indenture and agrees to execute the trust created by the Indenture,
as hereby amended, but only upon the terms and conditions set forth in the
Indenture, as hereby amended, including the terms and provisions defining and
limiting the liabilities and responsibilities of the Trustee, which terms and
provisions shall in like manner define and limit its liabilities in the
performance of the trust created by the Indenture, as hereby amended, and the
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture and shall incur no liability or responsibility in respect
of the validity thereof.
2
3. AK Steel and Holding agree, jointly and severally, to indemnify the
Trustee and hold the Trustee harmless from and against any and all liabilities,
losses, damages, claims or actions to which the Trustee may become subject as a
result of or in connection with the execution of this Supplemental Indenture and
the amendment of the Indenture pursuant hereto, and will reimburse the Trustee
for any legal or other expenses reasonably incurred by the Trustee in connection
with investigating or defending any such liability, loss, damage, claim or
action.
4. Except as expressly amended 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.
5. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.
6. This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and all of such counterparts shall together constitute one and the same
instrument.
7. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
3
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to
be duly executed as of the date first above written.
AK STEEL CORPORATION
Attest:
/s/ XXXX X. XXXXX By: /s/ XXXXXXX X. XXXXXXX
-------------------------- -----------------------
Xxxx X. Xxxxx, Name: Xxxxxxx X. Xxxxxxx
Secretary Title: Senior Vice President,
Chief Financial Officer
AK STEEL HOLDING CORPORATION, as
Guarantor
Attest:
/s/ XXXX X. XXXXX By: /s/ XXXXXXX X. XXXXXXX
-------------------------- ----------------------
Xxxx X. Xxxxx, Name: Xxxxxxx X. Xxxxxxx
Secretary Title: Senior Vice President,
Chief Financial Officer
THE BANK OF NEW YORK, as Trustee
Attest:
/s/ XXXX X. XXXXXXXXX By: /s/ XXXX XXXX XXXXXXXXX
-------------------------- -----------------------
Xxxx X. Xxxxxxxxx, Name: Xxxx Xxxx Xxxxxxxxx
Assistant Treasurer Title: Vice President
4
