JOINDER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EXHIBIT 10.4

JOINDER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This JOINDER to AMENDED AND RESTATED Loan and Security Agreement (“Joinder”) is entered into as of April 29, 2014 by and among AK TUBE LLC, a Delaware limited liability company (“AK Tube”), AK STEEL CORPORATION, a Delaware corporation (“Borrower”), and BANK OF AMERICA, N.A., as agent for the Lenders (“Agent”).

Recitals

A. The Borrower, the Lenders and the Agent are party to that certain Amended and Restated Loan and Security Agreement, dated as of March 17, 2014 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which the Lenders have agreed to make certain loans and extend certain other financial accommodations to the Borrower as provided therein. Capitalized terms defined in the Loan Agreement, where used and not otherwise defined in this Joinder, shall have the same meanings in this Joinder as are defined in the Loan Agreement.

B. AK Tube desires to execute this Joinder and to become a Borrowing Base Guarantor under the Loan Agreement.

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and of any loans or financial accommodations heretofore, now, or hereafter made to or for the benefit of the Borrower by the Lenders, it hereby is agreed as follows:

ARTICLE 1

JOINDER

Section 1.1    Joinder to Loan Agreement.

(a)AK Tube hereby joins in the execution of, and becomes a party to, the Loan Agreement as a Borrowing Base Guarantor thereunder. AK Tube hereby assumes and agrees to perform, for the benefit of the Lenders and Agent, all of the obligations of a Borrowing Base Guarantor under the Loan Agreement and the other Loan Documents, as direct and primary obligations of AK Tube (including any such obligations that may have accrued prior to the date hereof, as applicable) and further agrees that it shall comply with and be fully bound by the terms of the Loan Agreement as if it had been a signatory thereto as a Borrowing Base Guarantor as of the date thereof; provided that the representations and warranties made by AK Tube thereunder shall be deemed to be made as of the date hereof. Without limiting the generality of the foregoing, to secure the prompt payment and performance of all Obligations (specifically including, without limitation, each of the Guaranteed Obligations of AK Tube arising under and as defined in the Subsidiary Guaranty (as defined below)), AK Tube hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all of the Collateral of AK Tube, whether now owned or hereafter acquired, and wherever located (it being agreed and acknowledged that as of the date hereof, the Lenders are extending new credit based upon and in reliance on AK Tube’s grant of the security interest set forth herein).

(b)Lenders and Agent shall be entitled to rely on this Joinder as evidence that AK Tube has joined the Loan Agreement and any Other Agreements, as applicable, as a Borrowing Base Guarantor and is fully obligated thereunder.

ARTICLE 2

MISCELLANEOUS

Section 2.1    Conditions to Effectiveness. This Joinder shall become effective upon satisfaction or waiver of the following conditions precedent, as determined by the Agent in its reasonable discretion:

(c)this Joinder shall have been duly executed and delivered by the Agent, Borrower and AK Tube;

(d)Agent shall have received a fully executed and delivered secretary’s certificates of AK Tube and AK Properties certifying and attaching (i) such Person’s Organic Documents; (ii) resolutions authorizing the transactions contemplated by this Joinder; (iii) incumbency certificates, in each case, in form and substance reasonably acceptable to Agent and (iv) certificates of good standing issued by the secretary of state of the state of Delaware and each other state where such Person’s conduct of business or ownership of Property necessitates qualification (other than, in the case of AK Tube, the state of Indiana);

(e)Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each of AK Tube and AK Properties certifying that, after giving effect to the transactions hereunder, (i) no Default or Event of Default exists; and (ii) the representations and warranties set forth in Section 9 of the Loan Agreement are true and correct;

(f)Agent shall have received an opinion of Weil, Gotshal & Xxxxxx LLP and the general counsel or assistant general counsel of the Borrower, in each case, in form and substance reasonably acceptable to Agent;

(g)Agent shall have received supplements to Schedules 8.6.1 and 9.1.12 of the Loan Agreement setting forth all business locations and Intellectual Property, as applicable, of AK Tube as of the date hereof;

(h)Agent shall have received a supplement to the Deposit Account List setting forth all Deposit Accounts held by AK Tube as of the date hereof;

(i)Agent shall have received a fully executed Deposit Account Control Agreement, in form reasonably satisfactory to Agent, duly executed by AK Tube, Agent and Bank of America, N.A., as depository bank; and

(j)Agent shall have received a fully-executed copy of that certain Subsidiary Guaranty, dated as of the date hereof (the “Subsidiary Guaranty”), by and among AK Tube, AK Properties, Borrower and Agent.

Section 2.2    Representations, Warranties, and Covenants of Borrower and AK Tube.

(a)    The Borrower hereby represents and warrants that, as of the date of this Joinder and after giving effect hereto, the representations and warranties of the Borrower contained in the Loan Agreement and the other Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date.

(b)    AK Tube hereby represents and warrants that, as of the date of this Joinder and after giving effect hereto, the representations and warranties of AK Tube contained in the Loan Agreement and the other Loan Documents to which it is a party are true and correct on and as of the date hereof to the same extent as though made on and as of the date hereof.

Section 2.3    Reference to and Effect on the Loan Agreement. Except as expressly provided herein, the Loan Agreement and all other Loan Documents shall remain unmodified and in full force and effect and are hereby ratified and confirmed. The execution, delivery, and effectiveness of this Joinder shall not operate as a waiver or forbearance of (a) any right, power, or remedy of the Lenders under the Loan Agreement or any of the other Loan Documents or (b) any Default or Event of Default. This Joinder shall constitute a Loan Document.

Section 2.4    Fees, Costs, and Expenses. Subject to and in accordance with Section 3.4 of the Loan Agreement, the Borrower agrees to pay on demand all reasonable, documented and out-of-pocket costs and expenses of the Agent in connection with the preparation, negotiation, execution and delivery, and closing of this Joinder and all related documentation, including the reasonable and documented fees and out-of-pocket expenses of counsel for the Agent with respect thereto.

Section 2.5    Counterparts. This Joinder may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. Delivery of a signature page of this Joinder by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart.

Section 2.6    Reaffirmation. Each of Borrower and AK Tube hereby acknowledges and reaffirms all of its obligations and undertakings under each of the Loan Documents to which it is a party and acknowledges and agrees that subsequent to, and after taking account of the provisions of this Joinder, each such Loan Document is and shall remain in full force and effect in accordance with the terms thereof.

Section 2.7    No Oral Agreements. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.

Section 2.8    GOVERNING LAW. THIS JOINDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

Section 2.9    Additional Agreements. On or before May 30, 2014 (or such later date as may be approved by the Agent in its reasonable discretion in writing), AK Tube shall deliver to Agent a certificate of foreign qualification of AK Tube issued by the secretary of state, or other applicable official, of the state of Indiana in form and substance reasonably satisfactory to the Agent. Notwithstanding any provision in the Loan Agreement to the contrary, any failure of AK Tube to comply with this Section 2.9 shall constitute an immediate Event of Default under the Loan Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the day and year first written above.

AK STEEL CORPORATION
By:		/s/ Xxxxx X. Newport
Name:		Xxxxx X. Newport
Title:		Vice President, Finance and Chief
		Financial Officer

AK TUBE LLC
By:		/s/ Xxxxxx X. Xxxxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxxxx, Xx.
Title:		President

[Signature Page to Joinder to Amended and Restated Loan and Security Agreement]

BANK OF AMERICA, N.A.,
as Agent
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Senior Vice President

[Signature Page to Joinder to Amended and Restated Loan and Security Agreement]

Schedule 8.6.1

to

Joinder to Amended and Restated Loan and Security Agreement

BUSINESS LOCATIONS

1. AK Tube LLC (“AK Tube”) currently has the following business locations, and no others:

AK Tube LLC

Chief Executive Office:

00000 Xxxx Xxxxxxxx

Xxxxxxxxx, XX 00000

Other Locations:

000 Xxxx 000 Xxxxx

Xxxxxxxx, XX 00000

2. In the five years preceding the Closing Date, AK Tube has had no office or place of business located in any county other than as set forth above, except:    None.

3. Each Material Subsidiary currently has the following business locations, and no others:

AK Steel Properties, Inc.

Chief Executive Office:

0000 Xxxxxx Xxxxxx Xxxxx

Xxxx Xxxxxxx, XX 00000

Other Locations:

0000 Xxxxxx Xx #000

Xxxxxxxxxx, XX 00000

4. The following bailees, warehouseman, similar parties and consignees hold inventory of AK Tube:

See ANNEX A.

ANNEX A

Third Party Name	Third Party Address	City	State	Zip
Perfect Cut-Off Inc.	00000 Xxxxxxxx Xxxx	Xxxxxxxxx	XX	00000
Xxxxxx County Processing	0000 Xxxxx Xxxxx 000	Xxxxx	XX	00000
Quality Tube	000 X Xxxxxxxxxx Xxxx	Xxxxxxx	XX	00000
Precision Cut Off	0000 Xxxxxxx Xxx	Xxxxxxx	XX	00000
HP Products - SMI	000 X. Xxxxxx Xx.	Xxxxxxxxxx	XX	00000
Xxxxxxxx Steel	0000 Xxxxx Xx	Xxxxxx	XX	00000
Franklen Brazing & Metal Treating	0000 XxXxxxxx Xxxx	Xxxxxxx	XX	00000
Stam, Inc.	0000 Xxxxxxxxxx Xxxxx	Xxxxxx	XX	00000
Vision Pickling	0000 Xxxxx Xxxxx 00	Xxxxxxxx	XX	00000
Pre Annealed Brazing Concepts	00 Xxxxxxxx Xxxxx	Xxxxxxxxx	XX	00000
Production Tube Cutting	000 X Xxxxxxxxxx Xx.	Xxxxxx	XX	00000
Diamond Mfg.	000 Xxxxx Xxxx	Xxxxxxxx Xxxx	XX	00000
Alphi Manufacturing Inc.	000 Xxxx Xx.	Xxxxxxxxxx	XX	00000
Set Enterprises	XX Xxx 000	Xxxxx Xxxxxx	XX	00000
XXXX Cutting	0000 X. Xxxxxx Xxxxxx	Xxxxxxx Xxxx	XX	00000
Precision Tube Inc	0000 Xxxxxxx Xx.	Xxxxxxxx	XX	00000
Xxxxx X. Xxxxxxxxx Co.	0000 Xxxxxxx Xxxx.	Xxxxxxxxxx	XX	00000
Set Enterprises-New Boston	00000 X. Xxxxx Xxxx	Xxx Xxxxxx	XX	00000
Perforated Tube Works, LLC	0000 Xxxxxxxxxx Xx.	Xxxxxxx	XX	00000
Imperial Group	0000 Xxxxx Xxxxx, XXX-XX Xxxxx 00	Xxxxxx	XX	00000
JDM Steel	000 Xxxx Xxx Xxx Xxxx Xxxxxxxx X	Xxxxxxx Xxxxxxx	XX	00000

Schedule 9.1.12

to

Joinder to Amended and Restated Loan and Security Agreement

ROYALTIES

None.

PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES

None.