EXHIBIT 4.3
EXECUTION COPY
Supplemental Indenture No. 6
Dated as of August 8, 2002
This Supplemental Indenture No. 6 to the Indenture referred to below is
dated as of August 8, 2002 (this "Supplemental Indenture") between AK Steel
Corporation, a Delaware corporation (the "Company"), AK Steel Holding
Corporation, a Delaware corporation ("Holding"), Xxxxxxx Dynamics, L.L.C., a
Delaware corporation (the "Subsidiary Guarantor"), and Fifth Third Bank, as
trustee (the "Trustee").
The Company, Holding, the Subsidiary Guarantor and the Trustee are parties
to an Indenture dated as of October 1, 1992 (the "Base Indenture"), as amended
and supplemented by Supplemental Indenture No. 2 dated as of September 1, 1997
("Supplemental Indenture No. 2"), Supplemental Indenture No. 3 dated as of July
30, 1999, Supplemental Indenture No. 4 dated as of September 30, 1999, and
Supplemental Indenture No. 5 dated as of October 1, 1999 (the Base Indenture, as
so amended and supplemented by each of the foregoing Supplemental Indentures,
the "Indenture") providing, among other things, for the authentication, delivery
and administration of the Company's 9% Senior Notes due 2007 issued thereunder
(the "Notes").
The Company 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 10.02 of the Base Indenture, the Holders of not less
than a majority in aggregate principal amount of the outstanding Notes have
approved the Proposed Amendments.
The Company 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 the Company, Holding,
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 203 of Supplemental Indenture No. 2 shall be amended
to include the following definitions in proper alphabetical order:
(i) "'Permitted Guarantees' means Guarantees issued by the
Company of up to $50.0 million aggregate principal amount of
Indebtedness at
any one time outstanding issued by another Person structured as an
unincorporated joint venture, partnership, association or limited
liability company (i) in which the Company or any Wholly Owned
Restricted Subsidiary owns at least 50% of the outstanding total
Voting Stock thereof and (ii) that engages only in a business of the
type conducted by the Company on August 8, 2002 or in a business
ancillary thereto."; and
(ii) "'Wholly Owned Restricted Subsidiary' means any Restricted
Subsidiary all the Voting Stock of which (other than directors'
qualifying shares) is owned by the Company or another Wholly Owned
Restricted Subsidiary of the Company."
(b) The definition of "Consolidated Net Income" contained in Section
203 of the Indenture shall be amended as follows:
(i) clause (viii) thereof shall be deleted and the reference
to clause "(ix)" thereof shall be changed to clause "(viii)";
(ii) an "(A)" shall be inserted immediately before the words
"special charges" contained in the last clause thereof; and
(iii) the following shall be inserted immediately prior to the
period at the end thereof: ", (B) net gains or losses from a fourth
quarter (corridor) adjustment (and related tax effects) recognized by
the Company 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 302 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 (C) any charges (and related tax effects)
recorded by the Company or any Subsidiary as a result of the
impairment of goodwill under generally accepted accounting
principles".
(c) The definition of "Restricted Payment" contained in Section 203
of the Indenture shall be amended by inserting the text "(A) Permitted
Guarantees or (B)" in the final proviso immediately following the words
"provided, that Restricted Payments shall not include" thereof.
(d) Section 302 of the Indenture shall be amended as follows:
(i) in clause (a)(iii) thereof,
(a) the three references to "the Initial Issue Date"
shall be replaced with the date "April 1, 2002";
(b) the words "subsequent to June 30, 1997" shall be
replaced with the words "from April 1, 2002";
(c) the word "and" shall be deleted from the end of
subclause (B); and
2
(d) the following shall be inserted immediately prior to
the period at the end of subclause (C) : "and (D) $25.0 million";
(ii) the word "and" shall be deleted from the end of clause
(b)(x) thereof,;
(iii) the words "wholly owned" in clause (b)(xi) thereof shall
be replaced by the words "Wholly Owned";
(iv) the following shall be inserted immediately prior to the
period at the end of clause (b)(xi) thereof: "; and (xii) so long as
none of the conditions described in clause (i) and (ii) of subsection
(a) hereof exists, declaring and paying one or more dividends on or
before June 30, 2004 in an aggregate amount not to exceed $50.0
million"; and
(v) the text "(vi), (ix) and (x) of Section 302(b)" contained
in clause (c) thereof shall be replaced with the text "(vi), (ix), (x)
and (xii) of Section 302(b)".
(e) Section 303 of the Indenture shall be amended as follows:
(i) the words "Determination Date" contained in clause (b)
thereof shall be replaced with the words "Transaction Date";
(ii) the word "and" shall be deleted at the end of clause
(b)(x) thereof; and
(iii) the following shall be inserted immediately prior to the
period at the end of clause (b)(xi) thereof: "; and (xii) Permitted
Guarantees".
Section 2.2 Notification to Holders. The Company shall notify the Holders
of the execution of this Supplemental Indenture. Any failure of the Company to
give such notice to all Holders, or any defect therein, shall not impair or
affect the validity of this Supplemental Indenture.
Section 2.3 Receipt by Trustee. In accordance with Sections 10.03 and 14.04
of the Base 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 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. This Supplemental Indenture shall be deemed to
be a contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State, without reference
to principles of conflicts of law.
Section 3.3 Separability Clause. If any one or more of the provisions
contained in this Supplemental Indenture be invalid, illegal or unenforceable in
any respect, the validity,
3
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected, impaired, prejudiced or disturbed 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 Counterparts. This Supplemental Indenture may be simultaneously
executed in several counterparts, and all such counterparts executed and
delivered, each as an original, shall constitute one and the same instrument.
Section 3.6 Headings. The descriptive headings of the several Articles of
this Supplemental Indenture were formulated, used and inserted in this
Supplemental Indenture for convenience only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
4
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
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
5
