SUPPLEMENTAL INDENTURE
Exhibit
T3C-3
Supplemental
Indenture (this “Supplemental
Indenture”),
dated
as of May 1, 2006 by and among WCI Steel, Inc., a Delaware corporation (formerly
known as WCI Steel Acquisition, Inc., the “Company”),
WCI
Steel Metallurgical Services, Inc., a Delaware corporation (formerly known
as
WCI Steel Metallurgical Services Acquisition, Inc.), WCI Steel Production
Control Services, Inc., a Delaware corporation (formerly known as WCI Steel
Production Control Services Acquisition, Inc.), Youngstown Sinter Company,
a
Delaware corporation (formerly knows as Youngstown Sinter Acquisition Company)
and WCI Steel Sales, L.P., a Delaware limited partnership (formerly known as
WCI
Steel Sales Acquisition, L.P., collectively, the “New
Guarantors”),
and
Wilmington Trust Company, a Delaware banking corporation, as trustee under
the
Indenture referred to below (the “Trustee”).
WHEREAS,
the Company and the Trustee are parties to an indenture (the “Indenture”),
dated
as of May 1, 2006 providing for the issuance of 8% Senior Secured Notes due
2016
(the “Notes”);
WHEREAS,
the Indenture provides that, without the consent of any Holders, the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may
enter
into indentures supplemental thereto or agreements or other instruments with
respect to any Guarantee, in form and substance satisfactory to the Trustee,
for
the purpose of adding a Guarantor;
WHEREAS,
each New Guarantor wishes to guarantee the Notes pursuant to the
Indenture;
WHEREAS,
pursuant to the Indenture, the Company, the New Guarantors and the Trustee
have
agreed to enter into this Supplemental Indenture for the purposes stated herein;
and
WHEREAS,
all things necessary have been done to make this Supplemental Indenture, when
executed and delivered by the Company and each New Guarantor, the legal, valid
and binding agreement of the Company and each New Guarantor, in accordance
with
its terms.
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, each
New Guarantor and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:
| 1. |
Capitalized
Terms.
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.
|
| 2. |
Guarantee.
Each New Guarantor hereby agrees to guarantee the Indenture and the
Notes
related thereto pursuant to the terms and conditions set forth in
Article
13 of the Indenture, as set forth in Appendix
A
hereto, (each such guarantee, a “Guarantee”)
and such New Guarantor agrees to be bound under the Indenture as
if it had
been an initial signatory thereto.
|
| 3. |
Indenture
Supplement.
The Indenture shall be supplemented as
follows:
|
(a) Section
1.01 of the Indenture shall be amended to add the following defined
term:
“
‘Guarantor’ means any Wholly-owned Subsidiary which is a guarantor of
the
Notes and, as applicable, any successor who replaces such subsidiary
pursuant to the applicable provisions of this Indenture and, thereafter,
such successor.”
(b) Section
1.01 of the Indenture shall be amended to add the following defined
term:
“
‘Guarantee’ means the guarantee by any Guarantor of the
Company’s Obligations.”
(c) The
Indenture shall be supplemented to add Article 13 as set forth in Appendix
A.
| 4. |
No
Personal Liability of Directors, Officers, Employees or
Stockholders.
No director, officer, employee, member, stockholder or partner of
any New
Guarantor, as such, will have any liability for any obligations of
the
Company or the New Guarantors under the Notes, the Indenture, the
Guarantees, or for any claim based on, in respect of, or by reason
of,
such obligations or their creation. Each Holder of Notes by accepting
a
Note waives and releases the Company and each New Guarantor from
all such
liability. The waiver and release are part of the consideration for
issuance of the Notes.
|
| 5. |
GOVERNING
LAW.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT
TO THE CONFLICTS OF LAWS PRINCIPLES
HEREOF.
|
| 6. |
Counterparts.
The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent
the same agreement.
|
| 7. |
Effect
of Headings.
The section headings herein are for convenience only and shall not
affect
the construction hereof.
|
| 8. |
The
Trustee.
The Trustee shall not be responsible in any manner whatsoever for
or in
respect of the validity or sufficiency of this Supplemental Indenture
or
for or in respect of the recitals contained herein, all of which
recitals
are made solely by the Company and the New Guarantors.
|
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed and attested, all as of the date first above
written.
Dated:
May 1, 2006
WILMINGTON
TRUST COMPANY
By:
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx, Vice President
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed and attested, all as of the date first above
written.
Dated:
May 1, 2006
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, President
WCI
STEEL METALLURGICAL SERVICES, INC.
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, President
WCI
STEEL PRODUCTION CONTROL SERVICES, INC.
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, President
WCI
STEEL SALES, L.P.
By:
WCI
STEEL PRODUCTION CONTROL SERVICES,
INC., its General Partner
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx,
President
YOUNGSTOWN
SINTER COMPANY
By:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, President
Appendix
A
ARTICLE
THIRTEEN
GUARANTEES
SECTION
13.01. Guarantors’
Guarantee.
For
value
received, each of the Guarantors, in accordance with this Article Thirteen,
hereby absolutely, fully, unconditionally and irrevocably guarantees, jointly
and severally with each other and with each other Person which may become a
Guarantor hereunder, to the Trustee and the Holders, the punctual payment and
performance when due of all Obligations (which for purposes of this Guarantee
shall also be deemed to include all commissions, fees, charges, costs and other
expenses (including reasonable legal fees and disbursements of counsel) arising
out of or incurred by the Trustee or the Holders in connection with the
enforcement of this Guarantee).
SECTION
13.02. Continuing
Guarantee; No Right of Set-off; Independent Obligation.
(a)
This
Guarantee shall be a continuing guarantee of the payment and performance of
all
Obligations and shall remain in full force and effect until the payment in
full
of all of the Obligations and shall apply to and secure any ultimate balance
due
or remaining unpaid to the Trustee or the Holders; and this Guarantee shall
not
be considered as wholly or partially satisfied by the payment or liquidation
at
any time or from time to time of any sum of money for the time being due or
remaining unpaid to the Trustee or the Holders. Each Guarantor, jointly and
severally, covenants and agrees to comply with all obligations, covenants,
agreements and provisions applicable to it in this Indenture. Without limiting
the generality of the foregoing, each Guarantor’s liability shall extend to all
amounts which constitute part of the Obligations and
would
be owed by the Company under this Indenture and the Notes but for the fact
that
they are unenforceable, reduced, limited, impaired, suspended or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding
involving the Company.
(b)
Each
Guarantor, jointly and severally, hereby guarantees that the Obligations will
be
paid to the Trustee without set-off or counterclaim or other reduction
whatsoever (whether for taxes, withholding or otherwise) in lawful currency
of
the United States of America.
(c)
Each
Guarantor, jointly and severally, guarantees that the Obligations shall be
paid
strictly in accordance with their terms regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such
terms
or the rights of the Holders of the Notes.
(d)
Each
Guarantor’s liability to pay or perform or cause the performance of the
Obligations under this Guarantee shall arise forthwith after demand for payment
or performance by the Trustee has been given to the Guarantors in the manner
prescribed in Section 12.02 hereof and for each Guarantor addressed to it c/o
WCI Steel, Inc, 0000
Xxxx
Xxxxxx, XX, Xxxxxx, Xxxx 00000-0000, Attention: Chief Financial Officer, with
a
copy to XxXxxxxxx Will & Xxxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000-0000, Attention: Xxxxxx X. Xxxxx, Esq.
(e)
Except as
provided herein, the provisions of this Article Thirteen cover all agreements
between the parties hereto relative to this Guarantee and none of the parties
shall be bound by any representation, warranty or promise made by any Person
relative thereto which is not embodied herein; and it is specifically
acknowledged and agreed that this Guarantee has been delivered
by each Guarantor free of any conditions whatsoever and that no representations,
warranties or promises have been made to any Guarantor affecting its liabilities
hereunder, and that the Trustee shall not be bound by any representations,
warranties or promises now or at any time hereafter made by the Company to
any
Guarantor.
(f)
This
Guarantee is a guarantee of payment, performance and compliance and not of
collectibility and is in no way conditioned or contingent upon any attempt
to
collect from or enforce performance or compliance by the Company or upon any
event or condition whatsoever.
(g)
The
obligations of the Guarantors set forth herein constitute the full recourse
obligations of the Guarantors enforceable against them to the full extent of
all
their assets and properties.
SECTION
13.03. Guarantee
Absolute.
The
obligations of the Guarantors hereunder are independent of the obligations
of
the Company under the Notes and this Indenture and a separate action or actions
may be brought and prosecuted against any Guarantor whether or not an action
or
proceeding is brought against the Company and whether or not the Company is
joined in any such action or proceeding. The liability
of the Guarantors hereunder is irrevocable, absolute and unconditional and
(to
the extent permitted by law) the liability and obligations of the Guarantors
hereunder shall not be released, discharged, mitigated, waived, impaired or
affected in whole or in part by:
(a)
any
defect or lack of validity or enforceability in respect of any Indebtedness
or
other obligation of the Company or any other Person under this Indenture or
the
Notes, or any agreement or instrument relating to any of the
foregoing;
(b)
any
grants of time, renewals, extensions, indulgences, releases, discharges or
modifications which the Trustee or the Holders may extend to, or make with,
the
Company, any Guarantor or any other Person, or any change in the time, manner
or
place of payment of, or in any other term of, all or any of the Obligations,
or
any other amendment or waiver of, or any consent
to or departure from, this Indenture or the Notes, including any increase or
decrease in the Obligations;
(c)
the
taking of Notes from the Company, any Guarantor or any other Person, and the
release, discharge or alteration of, or other dealing with, such
Notes;
(d)
the
occurrence of any change in the laws, rules, regulations or ordinances of any
jurisdiction by any present or future action of any governmental authority
or
court amending, varying, reducing or otherwise affecting, or purporting to
amend, vary, reduce or otherwise affect, any of the Obligations and the
obligations of any Guarantor hereunder;
(e)
the
abstention from taking Notes from the Company, any Guarantor or any other Person
or from perfecting, continuing to keep perfected or taking advantage of any
Notes;
(f)
any loss,
diminution of value or lack of enforceability of any Notes received from the
Company, any Guarantor or any other Person, and including any other guarantees
received by the Trustee;
(g)
any other
dealings with the Company, any Guarantor or any other Person, or with any
Notes;
(h)
the
Trustee’s or the Holders’ acceptance of compositions from the Company or any
Guarantor;
(i)
the
application by the Holders or the Trustee of all monies at any time and from
time to time received from the Company, any Guarantor or any other Person on
account of any Indebtedness and liabilities owing by the Company or any
Guarantor to the Trustee or the Holders, in such manner as the Trustee or the
Holders deems best and the changing of such application in whole or in part
and
at any time or from time to time, or any manner of application of collateral,
or
proceeds thereof, to all or any of the Obligations, or the manner of sale of
any
collateral;
(j)
the
release or discharge of the Company or any Guarantor of the Notes or of any
Person liable directly as surety or otherwise by operation of law or otherwise
for the Notes, other than an express release in writing given by the Trustee,
on
behalf of the Holders, of the liability and obligations of any Guarantor
hereunder;
(k)
any
change in the name, business, capital structure or governing instrument of
the
Company or any Guarantor or any refinancing or restructuring of any of the
Obligations;
(l)
subject
to Section 13.14, the sale of the Company’s or any Guarantor’s business or any
part thereof;
(m)
subject
to Section 13.14, any merger or consolidation, arrangement or reorganization
of
the Company, any Guarantor, any Person resulting from the merger or
consolidation of the Company or any Guarantor with any other Person or any
other
successor to such Person or merged or consolidated Person or any other change
in
the corporate existence, structure or ownership of the Company or any Guarantor
or any change in the corporate relationship between the Company and any
Guarantor, or any termination of such relationship;
(n)
the
insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership,
arrangement, readjustment, assignment for the benefit of creditors or
distribution of the assets of the Company or its assets or any resulting
discharge of any obligations of the Company (whether voluntary or involuntary)
or of any Guarantor (whether voluntary or involuntary) or the loss of corporate
existence;
(o)
subject
to Section 13.14, any arrangement or plan of reorganization affecting the
Company or any Guarantor;
(p)
any
failure, omission or delay on the part of the Company to conform or comply
with
any term of this Indenture;
(q)
any
limitation on the liability or obligations of the Company or any other Person
under this Indenture, or any discharge, termination, cancellation, distribution,
irregularity, invalidity or unenforceability in whole or in part of this
Indenture;
(r)
any other
circumstance (including any statute of limitations) that might otherwise
constitute a defense available to, or discharge of, the Company or any
Guarantor; or
(s)
any
modification, compromise, settlement or release by the Trustee, or by operation
of law or otherwise, of the Obligations or the liability of the Company or
any
other obligor under the Notes, in whole or in part, and any refusal of payment
by the Trustee, in whole or in part, from any other obligor or other guarantor
in connection with any of the Obligations, whether or not with notice to, or
further assent by, or any reservation of rights against, each of the
Guarantors.
SECTION
13.04. Right
to
Demand Full Performance.
In
the event
of any demand for payment or performance by the Trustee from any Guarantor
hereunder, the Trustee or the Holders shall have the right to demand its full
claim and to receive all dividends or other payments in respect thereof until
the Obligations have been paid in full, and the Guarantors shall continue to
be
jointly and severally liable hereunder for any balance which may be owing to
the
Trustee or the Holders by the Company under this Indenture and the Notes. The
retention by the Trustee or the Holders of any Notes, prior to the realization
by the Trustee or the Holders of its rights to such Notes upon foreclosure
thereon, shall not, as between the Trustee and any Guarantor, be considered
as a
purchase of such Notes, or as payment, satisfaction or reduction of the
Obligations due to the Trustee or the Holders by the Company or any part
thereof. Each Guarantor, promptly after demand, will reimburse the Trustee
and
the Holders for all costs and expenses of collecting such amount under, or
enforcing this Guarantee, including, without limitation, the reasonable fees
and
expenses of counsel.
SECTION
13.05. Waivers.
(a)
Each
Guarantor hereby expressly waives (to the extent permitted by law) notice of
the
acceptance of this Guarantee and notice of the existence, renewal, extension
or
the non-performance, non-payment, or non-observance on the part of the Company
of any of the terms, covenants, conditions and provisions of this Indenture
or
the Notes or any other notice whatsoever to or upon the Company or such
Guarantor with respect to the Obligations, whether by statute, rule of law
or
otherwise. Each Guarantor hereby acknowledges communication to it of the terms
of this Indenture and the Notes and all of the provisions therein contained
and
consents to and approves the same. Each Guarantor hereby expressly waives (to
the extent permitted by law) diligence, presentment, protest and demand for
payment with respect to (i) any notice of
sale,
transfer or other disposition of any right, title to or interest in the Notes
by
the Holders or in this Indenture, (ii) any release of any Guarantor from its
obligations hereunder resulting from any loss by it of its rights of subrogation
hereunder and (iii) any other circumstances whatsoever that might otherwise
constitute a legal or equitable discharge, release or defense of a guarantor
or
surety or that might otherwise limit recourse against such
Guarantor.
(b)
Without
prejudice to any of the rights or recourses which the Trustee or the Holders
may
have against the Company, each Guarantor hereby expressly waives (to the extent
permitted by law) any right to require the Trustee or the Holders
to:
(i)
enforce, assert,
exercise, initiate or exhaust any rights, remedies or recourse against the
Company, any Guarantor or any other Person under this Indenture or
otherwise;
(ii)
value, realize
upon, or dispose of any Notes of the Company or any other Person held by the
Trustee or the Holders;
(iii)
initiate or
exhaust any other remedy which the Trustee or the Holders may have in law or
equity; or
(iv)
mitigate the
damages resulting from any Default under this Indenture;
before
requiring or becoming entitled to demand payment from such Guarantor under
this
Guarantee.
SECTION
13.06. The
Guarantors Remain Obligated in Event the Company is No Longer Obligation to
Discharge Obligations.
It
is the
express intention of the Trustee and the Guarantors that if for any reason
the
Company has no legal existence, is or becomes under no legal obligation to
discharge the Obligations owing to the Trustee or the Holders by the Company
or
if any of the Obligations owing
by
the Company to the Trustee or the Holders becomes irrecoverable from the Company
by operation of law or for any reason whatsoever, this Guarantee and the
covenants, agreements and obligations of the Guarantors contained in this
Article Thirteen shall nevertheless be binding upon the Guarantors, as principal
debtor, until such time as all such Obligations have been paid in full to the
Trustee and all Obligations owing to the Trustee or the Holders by the Company
have been discharged, or such earlier time as Section 8.02(b) shall apply to
the
Notes and the Guarantors shall be responsible for the payment thereof to the
Trustee or the Holders upon demand.
SECTION
13.07. Fraudulent
Conveyance; Contribution; Subrogation.
(a)
Each
Guarantor that is a Subsidiary of the Company and, by its acceptance hereof,
each Holder hereby confirm that it is the intention of all such parties that
the
Guarantee by such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent
Transfer Act or any similar federal or state law. To effectuate the foregoing
intention, the Holders and such Guarantor hereby irrevocably agree that the
obligations of such Guarantor under its Guarantee shall be limited to the
maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from
or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to its
contribution obligations under this Indenture, will result in the obligations
of
such Guarantor under its Guarantee not constituting such fraudulent transfer
or
conveyance.
(b)
Each
Guarantor that makes a payment or distribution under its Guarantee shall be
entitled to a contribution from each other Guarantor, if any, in a pro rata
amount based on the net assets of each Guarantor, determined in accordance
with
GAAP.
(c)
Until the
Notes are paid in full, each Guarantor hereby waives all rights of subrogation
or contribution, whether arising by contract or operation of law (including,
without limitation, any such right arising under federal Bankruptcy Law) or
otherwise by reason of any payment by it pursuant to the provisions of this
Article Thirteen.
SECTION
13.08. Guarantee
is in Addition to Other Notes.
This
Guarantee shall be in addition to and not in substitution for any other
guarantees or other Notes, if any, which the Trustee may now or hereafter hold
in respect of the Obligations owing to the Trustee or the Holders by the Company
and (except as may be required by law) the Trustee shall be under no obligation
to marshal in favor of each of the Guarantors any other guarantees or other
Notes or any moneys or other assets which the Trustee may be entitled to receive
or upon which the Trustee or the Holders may have a claim.
SECTION
13.09. Release
of Security Interests.
Without
limiting the generality of the foregoing and except as otherwise provided in
this Indenture, each Guarantor hereby consents and agrees, to the fullest extent
permitted by applicable law, that the rights of the Trustee hereunder, and
the
liability of the Guarantors hereunder, shall not be affected by any and all
releases for any purpose of any collateral, if any, from the Liens and Notes
interests created by any collateral document and that this Guarantee shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Obligations is rescinded or must otherwise be returned
by the Trustee upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, all as though such payment
had not been made.
SECTION
13.10. No
Bar to
Further Actions.
Except
as
provided by law, no action or proceeding brought or instituted under this
Article Thirteen and this Guarantee and no recovery or judgment in pursuance
thereof shall be a bar or defense to any further action or proceeding which
may
be brought under this Article Thirteen and this Guarantee by reason of any
further default or defaults under this Article Thirteen and this
Guarantee or in the payment of any of the Obligations owing by the
Company.
SECTION
13.11. Failure
to Exercise Rights Shall Not Operation as a Waiver; No Suspension of
Remedies.
(a)
No
failure to exercise and no delay in exercising, on the part of the Trustee
or
the Holders, any right, power, privilege or remedy under this Article Thirteen
and this Guarantee shall operate as a waiver thereof, nor shall any single
or
partial exercise of any rights, power, privilege or remedy preclude any other
or
further exercise thereof, or the exercise of any other
rights,
powers, privileges or remedies. The rights and remedies herein provided for
are
cumulative and not exclusive of any rights or remedies provided in law or
equity.
(b)
Nothing
contained in this Article Thirteen shall limit the right of the Trustee or
the
Holders to take any action to accelerate the maturity of the Notes pursuant
to
Article Six or to pursue any rights or remedies hereunder or under applicable
law.
SECTION
13.12. Trustee’s
Duties; Notice to Trustee.
(a)
Any
provision in this Article Thirteen or elsewhere in this Indenture allowing
the
Trustee to request any information or to take any action authorized by, or
on
behalf of any Holder, shall be permissive and shall not be obligatory on the
Trustee except as the Holders may direct in accordance with the provisions
of
this Indenture or where the failure of the Trustee to request any such
information or to take any such action arises from the Trustee’s gross
negligence, bad faith or willful misconduct.
(b)
The
Trustee shall not be required to inquire into the existence, powers or
capacities of the Company, any Guarantor or the officers, directors or agents
acting or purporting to act on their respective behalf.
SECTION
13.13. Successors
and Assigns.
Subject
to
Section 13.14, all terms, agreements and conditions of this Article Thirteen
shall extend to and be binding upon each Guarantor and its successors and
permitted assigns and shall inure to the benefit of and may be enforced by
the
Trustee and its successors and assigns.
SECTION
13.14. Release
or Guarantee.
Concurrently
with the payment in full of all of the Obligations, the Guarantors shall be
released from and relieved of their obligations under this Article Thirteen.
Upon the delivery by the Company to the Trustee of an Officers’ Certificate and,
if requested by the Trustee, an Opinion of Counsel to the effect that the
transaction giving rise to the release of this Guarantee was made by the Company
in accordance with the provisions of this Indenture and the Notes, the
Trustee
shall execute any documents reasonably required in order to evidence the release
of the Guarantors from their obligations under this Guarantee. If any of the
Obligations are revived and reinstated after the termination of this Guarantee,
then all of the obligations of the Guarantors under this Guarantee shall be
revived and reinstated as if this Guarantee had not been terminated until such
time as the Obligations are paid in full, and each Guarantor shall enter into
an
amendment
to this Guarantee, reasonably satisfactory to the Trustee, evidencing such
revival and reinstatement.
SECTION
13.15. Execution
of Guarantee.
(a)
To
evidence the Guarantee, each Guarantor hereby agrees to execute the guarantee
substantially in the form set forth in Section 13.15(b) below, to be endorsed
on
each Notes authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of each Guarantor by its President. The signature
of
any of these officers on the Notes may be manual or facsimile.
(b)
The form
of Guarantee shall be set forth on the Notes substantially as
follows:
GUARANTEE
For
value
received, each of the undersigned hereby absolutely, fully and unconditionally
and irrevocably guarantees, jointly and severally with each other Guarantor,
to
the holder of the Notes the payment of principal of, premium, if any, and
interest on the Notes upon which this Guarantee is endorsed in the amounts
and
at the time when due and payable whether by declaration thereof, or otherwise,
and interest on the overdue principal and interest, if any, of the Notes, if
lawful, and the payment or performance of all obligations of WCI Steel, Inc.
(the “Company”) under the Indenture, dated as of May 1, 2006, between the
Company and Wilmington Trust Company, as trustee, as amended or supplemented
from time to time (the “Indenture”), of the Notes, to the holder of the Notes
and the Trustee, all in accordance with and subject to the terms and limitations
of the Notes and Article Thirteenth of the Indenture. This Guarantee will not
become effective until the Trustee duly executes the certificate of
authentication on the Notes. This Guarantee shall be governed by and construed
in accordance with the laws of the State of New York, without regard to conflict
of law principles thereof. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Indenture.
Dated:
[NAME
OF
GUARANTOR]
By:
Name:
Title:
(c)
If an
officer whose signature is on this Indenture no longer holds that office at
the
time the Trustee authenticates a Notes on which this Guarantee is endorsed,
such
Guarantee shall be valid nevertheless.
