JOSEPH T. RYERSON & SON, INC., as Issuer, THE GUARANTORS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Fourth Supplemental Indenture Dated as of May 24, 2016 9% Senior Secured Notes due 2017
Exhibit 4.2
Execution Version
XXXXXX X. XXXXXXX & SON, INC.,
as Issuer,
THE GUARANTORS PARTY HERETO,
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
Dated as of May 24, 2016
9% Senior Secured Notes due 2017
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 24, 2016, by and among XXXXXX X. XXXXXXX & SON, INC., a Delaware corporation (the “Issuer”), the GUARANTORS (as defined herein) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee under the Indenture (as hereinafter defined).
For and in consideration of the mutual premises and agreements herein contained, the Issuer, the Guarantors and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE I.
Section 1.1 Effectiveness and Effect.
This Supplemental Indenture shall take effect on the date hereof, provided, however, that the amendments provided for in Article Two hereof shall only become operative if an aggregate principal amount of the Notes exceeding 50% of the aggregate principal amount of the Notes is accepted by the Issuer for payment on the Early Settlement Date (as defined in that certain Offer to Purchase and Consent Solicitation Statement of the Issuer, dated May 10, 2016), and such amendments provided for in Article Two hereof shall have no force or effect prior to the operative time specified in this Section 1.1. Subject to the foregoing, the provisions set forth in this Supplemental Indenture shall be deemed to be, and shall be construed as part of, the Indenture. All references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be deemed to refer to the Indenture as amended by this Supplemental Indenture. Except as amended hereby, the Indenture shall remain in full force and effect.
ARTICLE II.
Section 2.1 Deletion of Definitions and Related References
Section 101 of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in Section 2.2 of this Supplemental Indenture.
Section 2.2 Amendments to Indenture.
(a) | The Indenture is hereby amended by deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety and replacing each such section with the term “INTENTIONALLY OMITTED”: |
Section 4.3 (Provision of Financial Information);
Section 4.5 (Taxes);
Section 4.6 (Stay, Extension and Usury Laws);
Section 4.7 (Limitation on Restricted Payments);
Section 4.8 (Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries);
Section 4.9 (Limitation on Incurrence of Debt);
Section 4.10 (Limitation on Asset Sales);
Section 4.11 (Limitation on Transactions with Affiliates);
Section 4.12 (Limitation on Liens);
Section 4.14 (Offer to Purchase Upon Change of Control);
Section 4.17 (Business Activities);
Section 4.19 (Impairment of Security Interests);
Section 4.20 (Additional Note Guarantees);
Section 4.21 (Limitation on Creation of Unrestricted Subsidiaries);
Section 4.23 (Further Assurances);
Section 4.24 (Maintenance of Properties; Insurance; Books and Records);
Section 5.1 (Consolidation, Merger, Conveyance, Transfer or Lease); and
Section 6.1(4), (5), (6), (7), (8), (9) (Events of Default).
(b) | Section 3.3 of the Indenture is hereby amended by deleting from the first sentence the phrase “at least 30 days” and replacing it with the phrase “at least 3 days”. |
ARTICLE III.
This Supplemental Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
In the event that any provision in this Supplemental Indenture shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The article and section headings herein are for convenience only and shall not affect the construction hereof.
Section 3.4 Successors and Assigns.
Any covenants and agreements in this Supplemental Indenture by the Issuer and the Trustee shall bind their successors and assigns, whether so expressed or not.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 3.6 Effect of Supplemental Indenture.
Except as amended by this Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.
The Issuer hereby acknowledges and agrees to comply with its reporting obligations under the Trust Indenture Act of 1939. The Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Issuer, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Supplemental Indenture, and the Trustee makes no representation with respect thereto.
Section 3.8 Endorsement and Change of Form of Securities.
Any Securities authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:
“Effective as of May 24, 2016, certain restrictive covenants of the Indenture and certain of the Events of Default have been eliminated and permission for a notice of redemption to Holders whose Notes are to be redeemed to be provided at least three (3) days before a redemption date has been granted, as provided in the Fourth Supplemental Indenture, dated as of May 24, 2016. Reference is hereby made to said Fourth Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”
Section 3.9 Benefits of Supplemental Indenture.
Nothing contained in this Supplemental Indenture shall or shall be construed to confer upon any person other than a Holder of the Notes, the Issuer, the Guarantors and the Trustee any right or interest to avail itself or himself, as the case may be, of any benefit under any provision of the Indenture or the Supplemental Indenture.
Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Indenture.
[Signature page follows.]
XXXXXX X. XXXXXXX & SON, INC. | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer |
[Signature Page to Xxxxxx X. Xxxxxxx & Son, Inc. Fourth Supplemental Indenture]
GUARANTORS | ||
RYERSON HOLDING CORPORATION | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer | |
RCJV HOLDINGS LLC | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer | |
RYERSON INTERNATIONAL MATERIAL MANAGEMENT SERVICES, INC. | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer | |
RYERSON INTERNATIONAL TRADING, INC. | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer | |
RYERSON INTERNATIONAL, INC. | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer |
[Signature Page to Xxxxxx X. Xxxxxxx & Son, Inc. Fourth Supplemental Indenture]
RYERSON PAN-PACIFIC LLC | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer | |
RYERSON PROCUREMENT CORPORATION | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer | |
X.X. XXXX METALS COMPANY, INC. | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer | |
EPE, LLC | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer | |
RYERSON HOLDINGS (BRAZIL), LLC | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer | |
XXXXXX-TURRET COLD DRAWN, INC. | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer |
[Signature Page to Xxxxxx X. Xxxxxxx & Son, Inc. Fourth Supplemental Indenture]
SOUTHERN TOOL STEEL, LLC | ||
as Guarantor | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Chief Financial Officer |
[Signature Page to Xxxxxx X. Xxxxxxx & Son, Inc. Fourth Supplemental Indenture]
XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||
as Trustee | ||
By: | /s/ Stefan Victory | |
Name: | Stefan Victory | |
Title: | Vice President |
[Signature Page to Xxxxxx X. Xxxxxxx & Son, Inc. Fourth Supplemental Indenture]