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EXHIBIT 4.2
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
This First Amendment to Amended and Restated Stockholders Agreement
(the "Amendment") is made as of the 20th day of July, 1997, by and among Rouge
Steel Company, a Delaware corporation ("Rouge Steel"); Xxxx X. Xxxxxxxxxx (the
"Management Investor"); Worthington Industries, Inc., a Delaware corporation
(together with its successors, "Worthington"); and Rouge Industries, Inc., a
Delaware corporation ("Rouge Industries").
RECITALS
1. Rouge Steel, the Management Investor and Worthington entered into
an Amended and Restated Stockholders Agreement dated as of the 14th day of
November, 1996 (the "1996 Agreement"). The 1996 Agreement addresses, among
other things, the rights and obligations of the Management Investor and
Worthington in their capacities as stockholders of Rouge Steel.
2. Rouge Steel intends to adopt a holding company organizational
structure (the "Reorganization"). Upon consummation of the Reorganization,
Rouge Steel will be held as a direct, wholly-owed subsidiary of Rouge
Industries. The holding company organizational structure will be implemented
without stockholder approval pursuant to Section 251(g) of the General
Corporation Law of the State of Delaware. In connection with the
Reorganization, each issued and outstanding share of Class A Common Stock of
Rouge Steel and Class B Common Stock of Rouge Steel shall be converted into and
exchanged for a share of Class A Common Stock or Class B Common Stock, as the
case may be, of Rouge Industries having the same designations, rights, powers,
preferences, qualifications, limitations and restrictions as the shares of
Rouge Steel being converted.
3. In response to and in accordance with the Reorganization, the
parties desire to amend the 1996 Agreement in order to substitute Rouge
Industries as a party for Rouge Steel.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and intending to be legally bound hereby, the parties hereto do
hereby agree as follows:
Section 1. Effective Date. This Amendment shall become effective upon the
consummation of the Reorganization (the "Effective Date").
Section 2. Amendment. All references in the 1996 Agreement of the "Company"
shall be deemed to be references to Rouge Industries. Rouge Industries shall
be substituted for Rouge Steel as a party to the 1996 Agreement for all
purposes. Rouge Industries agrees to be bound by all of the terms and
conditions of the 1996 Agreement, as amended hereby and Rouge Industries
assumes any and all liabilities and obligations of Rouge Steel arising out of
or in connection with
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the 1996 Agreement. Worthington and the Management Investor hereby agree to
release Rouge Steel from any and all liabilities or obligations arising out of
or in connection with the 1996 Agreement.
Section 3. Effect of Amendment. Except as expressly amended hereby, the
1996 Agreement shall remain in full force and effect in accordance with its
terms. Effective as of the Effective Date, any reference to the Amended and
Restated Stockholders Agreement shall be a reference to the 1996 Agreement, as
amended by this Amendment.
Section 4. Miscellaneous. This Amendment shall inure to the benefit of
and shall be binding upon the respective successors and assigns of the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the day and year first above written.
/s/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
WORTHINGTON INDUSTRIES, INC.
By: /s/ Xxxx X. XxXxxxxxx
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Title: CHAIRMAN
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ROUGE INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
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Title: VICE PRESIDENT & CFO
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ROUGE STEEL COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Title: V.P. EMPLOYEE RELATIONS & PUBLIC AFFAIRS
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