1
EXHIBIT 4.4
FIRST SUPPLEMENTAL INDENTURE, dated as of December 3, 1997 (this "First
Supplemental Indenture"), among ACME METALS INCORPORATED, a Delaware
corporation (the "Company"), ACME PACKAGING CORPORATION, ACME STEEL COMPANY,
ALPHA TUBE CORPORATION, ALTA SLITTING CORPORATION, each a Delaware corporation,
ACME STEEL COMPANY INTERNATIONAL, INC., a Barbados corporation, ALABAMA
METALLURGICAL CORPORATION, a Washington corporation, UNIVERSAL TOOL AND
STAMPING CO. INC., an Indiana corporation (collectively, the "Guarantors") and
State Street Bank and Trust Company (as successor to Shawmut Bank Connecticut)
as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors and the Trustee are parties to that
certain Indenture dated as of August 11, 1994 (the "Original Indenture"),
pursuant to which the Company issued its 12 1/2% Senior Secured Notes due 2002
(the "Securities"); and
WHEREAS, Section 9.02 of the Original Indenture provides that the Company,
the Guarantors and the Trustee may, with the written consent of the Holders of
at least a majority in principal amount of the outstanding Securities, amend or
supplement the Original Indenture; and
WHEREAS, the Company has requested the Trustee and the Guarantors to enter
into this First Supplemental Indenture for the purpose of amending the Original
Indenture; and
WHEREAS, the Trustee has received consents to such amendments from the
Holders of not less than a majority in principal amount of the outstanding
Securities; and
WHEREAS, all other acts and things necessary to constitute these presents
a valid and binding supplemental indenture according to its terms have been
done and performed, and the execution of this First Supplemental Indenture (the
Original Indenture, as amended by this First Supplemental Indenture, being
hereinafter called the "Indenture") has in all respects been duly authorized,
and the Company and the Guarantors, in the exercise of the legal rights and
powers vested in them, each executes this First Supplemental Indenture.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That, for and in consideration of the premises and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, for the equal and proportionate
benefit of all Holders of the Securities, as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings assigned thereto in the Original Indenture.
ARTICLE TWO
AMENDMENT OF THE INDENTURE
SECTION 2.01 Deletion of Certain Provisions.
Each of the following provisions of the Original Indenture is hereby
deleted and eliminated in its entirety, without any redesignation of any other
provision of the Original Indenture:
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EXHIBIT 4.4
Section 1.01. Definitions of the following terms:
"Consolidated Cash Flow Available for Fixed Charges"
"Consolidated Fixed Charges"
"Consolidated Net Income"
"Consolidated Tangible Net Worth"
"Permitted Indebtedness"
"Restricted Investment"
"Restricted Payment"
"Special Stock Purchase Warrants"
Section 4.03
Section 4.04
Section 4.07
Section 4.14
Section 4.16
Section 4.17
Section 4.20
Section 4.21
All references in the Original Indenture, as amended by Section 2.01, to
any of the provisions deleted and eliminated as provided above shall also be
deemed deleted and eliminated.
SECTION 2.02. Amendment of Section 1.01.
(a) The definition of the term "Applicable Portion" in Section 1.01
of the Original Indenture is hereby amended to read in its entirety as follows:
"Applicable Portion" with respect to any Available Proceeds Amount shall
mean such Available Proceeds Amount times a fraction the numerator of
which shall be the aggregate principal amount of Securities then
outstanding plus all accrued and unpaid interest thereon to the Unapplied
Proceeds Offer Payment Date and the denominator of which shall be the sum
of (a) such amount and (b) either (y) if the Unapplied Proceeds Offer
Payment Date is prior to August 1, 1997, the Accreted Value of the then
outstanding Senior Secured Discount Notes through such payment date or
(z) if the Unapplied Offer Payment Date is on and after August 1, 1997
the aggregate principal amount of the then outstanding Senior Secured
Discount Notes plus all accrued and unpaid interest thereon to the
Unapplied Proceeds Offer Payment Date and (c) the aggregate principal
amount of Loans (as such term is defined in the Term Loan Agreement), and
all other Indebtedness ranking pari passu with the Securities permitted
under clause (xi) of the definition of "Permitted Liens," then
outstanding plus all accrued and unpaid interest on such Loans and other
Indebtedness to the Unapplied Proceeds Offer Payment Date.
(b) The definition of the term "Permitted Liens" in Section 1.01 of
the Original Indenture is hereby amended to read in its entirety as follows:
"Permitted Liens" means (i) Liens existing on the Issue Date to the
extent specifically permitted in the appropriate Security Document, (ii)
Liens securing Indebtedness collateralized by Property of, or any shares
of stock of or debt of, any corporation existing at the time such
corporation becomes a Subsidiary of the Company or at the time such
corporation is merged into the Company or any of its Subsidiaries;
provided that such Liens are not incurred in connection with, or in
contemplation of, such corporation becoming a Subsidiary of the Company
or merging into the Company or any of its Subsidiaries, (iii) Liens
securing Refinancing Indebtedness used to refund, refinance or extend
Indebtedness referred to in the preceding clause (ii); provided that any
such Lien does not extend to or cover any Property, shares or debt other
than the Property, shares or debt securing the Indebtedness so refunded,
refinanced or extended, (iv) Liens on Collateral of the Company or any of
its Subsidiaries acquired after the Issue Date securing industrial
revenue or pollution control or other tax exempt bonds issued in
connection with the acquisition or refinancing of such Property, (v)
Liens to secure certain Indebtedness that is otherwise permitted under
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EXHIBIT 4.4
this Indenture and that is used to finance the cost of Property of the
Company or any of its Subsidiaries acquired after the Issue Date;
provided that (a) any such Lien is created solely for the purpose of
securing Indebtedness representing, or incurred to finance, refinance or
refund, the cost (including sales and excise taxes, installation and
delivery charges and other direct costs of, and other direct expenses
paid or charged in connection with, such purchase or construction) of
such Property, (b) the principal amount of the Indebtedness secured by
such Lien does not exceed 100% of such costs, (c) the Indebtedness
secured by such Lien is incurred by the Company or its Subsidiary within
90 days of the acquisition of such Property by the Company or its
Subsidiary, as the case may be, (d) such Lien does not extend to or cover
any Property other than such item of Property and any improvements on
such item, (e) no Net Cash Proceeds derived from Collateral are used to
fund all or any portion of the cost of acquisition of such Property, and
(f) except as otherwise permitted herein, no Liens at any time may
encumber assets which comprise the Modernization Project, (vi) statutory
liens or landlords', carriers', warehousemen's, mechanics', suppliers',
materialmen's, repairmen's or other like Liens arising in the ordinary
course of business and with respect to amounts not yet delinquent or
being contested in good faith by appropriate proceedings, if a reserve or
other appropriate provision, if any, as shall be required in conformity
with GAAP shall have been made therefor but only to the extent
specifically permitted under the provisions of the appropriate Security
Document, (vii) Liens on the Collateral for the benefit of (a) holders of
the Senior Secured Discount Notes or (b) holders of Indebtedness arising
at any time after retirement of the Senior Secured Discount Notes;
provided that the principal amount of such Indebtedness does not exceed
the original principal amount of such Senior Secured Discount Notes and
the holders of such replacement Indebtedness (acting through a designated
representative) enter into a supplement to the Collateral Agency
Agreement in substantially the form annexed thereto and the Company and
such holders otherwise comply with the applicable provisions thereof,
(viii) Liens on the Collateral for the benefit of the holders of the
Securities, (ix) easements, restrictions, reservations or rights of
others for right-of-way, sewers, electric lines, telegraph and telephone
lines and other similar purposes and other similar charges or
encumbrances not interfering in any material respect with the conduct of
the business of the Company or any of its Subsidiaries or to the extent
permitted by the provisions of the Mortgage, (x) Liens on Collateral that
are subordinated to the security interests created by the Indenture, and
(xi) Liens on Collateral securing Indebtedness ranking pari passu with
the Securities and the Senior Secured Discount Notes; provided that (a)
after giving effect to the incurrence of such Indebtedness, the aggregate
outstanding principal amount of (1) such Indebtedness, (2) the Securities
and the Senior Secured Discount Notes and (3) any other Indebtedness
ranking pari passu with the Securities and the Senior Secured Discount
Notes is not greater than the aggregate principal amount of the
Indebtedness referred to in (a)(2) and (a)(3) of this clause (xi) as of
the date of the First Supplemental Indenture; (b) the weighted average
effective interest rate on any such Indebtedness is no greater than the
weighted average effective interest rate on any Indebtedness referred to
in (a)(2) and (a)(3) of this clause (xi); and (c) such Indebtedness does
not have a weighted average maturity earlier than the latest maturity
date of the Indebtedness referred to in (a)(2) and (a)(3) of this clause
(xi).
SECTION 2.03 Amendment of Section 4.05.
Section 4.05 of the Original Indenture is hereby amended to read in its
entirety as follows:
"SECTION 4.05. Limitations on Liens.
The Company will not, and will not permit any Subsidiary of the Company
to, issue, assume, guarantee or suffer to exist any Indebtedness secured
by a Lien (other than a Permitted Lien) of or upon any Collateral."
SECTION 2.04 Amendment of Section 4.10.
Section 4.10 of the Original Indenture is hereby amended to read in its
entirety as follows:
"SECTION 4.10. Notice of Defaults.
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EXHIBIT 4.4
Upon becoming aware of any Default or Event of Default, the Company shall
promptly deliver an Officers' Certificate to the Trustee specifying the
Default or Event of Default."
SECTION 2.05 Amendment of Section 4.13.
Section 4.13 of the Original Indenture is hereby amended to read in its
entirety as follows:
"SECTION 4.13. Reports.
The Company shall comply with the provisions of TIA Section 314(a)."
SECTION 2.06 Amendment of Section 5.01.
Section 5.01 of the Original Indenture is hereby amended to read in its
entirety as follows:
"SECTION 5.01. Restriction on Mergers and Consolidations and Sales of
Assets.
The Company shall not consolidate or merge with or into any Person,
and the Company will not, and will not permit any of its Subsidiaries to,
sell, lease, convey or otherwise dispose of all or substantially all of
the Company's consolidated assets (as an entirety or substantially an
entirety in one transaction or a series of related transactions,
including by way of liquidation or dissolution) to, any Person unless, in
each such case:
(i) the entity formed by or surviving any such consolidation or
merger (if other than the Company), or to which sale, lease, conveyance
or other disposition shall have been made (the "Surviving Entity"), is a
corporation organized and existing under the laws of the United States,
any state thereof or the District of Columbia;
(ii) the Surviving Entity assumes by supplemental indenture all of
the obligations of the Company on the Securities and under this Indenture
and the Security Documents; and
(iii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing."
SECTION 2.07 Amendment of Section 6.01.
Section 6.01 of the Original Indenture is hereby amended to read in its
entirety as follows:
"SECTION 6.01. Events of Default.
An "Event of Default" occurs if:
(i) the Company fails to pay interest on any Securities when the same
becomes due and payable and such failure continues for a period of 30
days;
(ii) the Company fails to pay the principal of or premium on any
Securities when the same becomes due and payable whether at maturity,
upon acceleration, redemption or otherwise;
(iii) any Guarantee ceases to be in full force and effect or is declared
to be null and void and unenforceable or is found to be invalid or any
Guarantor denies its liability under its Guarantee (other than by reason
of release of a Guarantor in accordance with the terms hereof);
(iv) the Company or any Guarantor fails to observe or perform any other
covenant in this Indenture or in any of the Security Documents for 60
days after notice from the Trustee, the Collateral Agent or the
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EXHIBIT 4.4
holders of 25% in principal amount of the Securities outstanding
(except in the case of a default with respect to Section 4.15 and Section
5.01, which will constitute Events of Default with such notice but
without passage of time);
(v) [Intentionally deleted]
(vi) [Intentionally deleted]
(vii) [Intentionally deleted]
(viii) any Person, after the occurrence of an event of default under any
instrument evidencing Indebtedness secured by Collateral, shall commence
judicial proceedings to foreclose any material portion of the Collateral
or shall exercise any legal or contractual right to the ownership of any
material portion of the Collateral in lieu of foreclosure;
(ix) the Company or any Guarantor pursuant to or within the meaning of
any Bankruptcy Law:
(A) commences a voluntary case or proceeding,
(B) consents to the entry of an order for relief against it in an
involuntary case or proceeding,
(C) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or
(D) makes a general assignment for the benefit of its creditors; or
(x) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(A) is for relief against the Company or any Guarantor in an
involuntary case or proceeding,
(B) appoints a Custodian of the Company or any Guarantor or for all
or substantially all of its property, or
(C) orders the liquidation of the Company or any Guarantor,
and in each case the order or decree remains unstayed and in effect for
30 days; provided that if the entry of such order or decree is appealed
and dismissed on appeal then the Event of Default hereunder by reason of
the entry of such order or decree shall be deemed to have been cured.
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.
The Trustee shall, within 90 days after the occurrence of any Default
known to it, give to the holders of Securities notice of such Default;
provided that, except in the case of a Default in the payment of
principal of or interest on any of the Securities, the Trustee shall be
protected in withholding such notice if it in good faith determines that
the withholding of such notice is in the interest of the Holders of
Securities."
SECTION 2.08 Amendment of Section 9.04.
Section 9.04 of the Original Indenture is hereby amended to read in its
entirety as follows:
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EXHIBIT 4.4
"SECTION 9.04. Revocation and Effect of Consents.
Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent
Holder of that Security or portion of that Security that evidences the
same debt as the consenting Holder's Security, even if notation of the
consent is not made on any Security. However, except as provided in the
succeeding paragraph, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security. Such revocation
shall be effective only if the Trustee receives written notice of such
revocation before the date the amendment, supplement or waiver becomes
effective.
The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding
the last two sentences of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke by written notice received
by the Trustee any consent previously given, whether or not such persons
continue to be Holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date, unless
the relevant amendment, supplement or waiver to which such consent
relates has become effective, in which event such persons who were
Holders at such record date shall no longer be entitled to revoke any
consent previously given and such consent shall continue to be valid and
effective. Notwithstanding anything to the contrary in this Section
9.04, no consent to any amendment, supplement or waiver delivered by a
Holder of a Security in connection with the Offer to Purchase and Consent
Solicitation of the Company, dated November 13, 1997, and the
Solicitation (as defined therein) may be revoked by such Holder.
After an amendment, supplement or waiver becomes effective, it shall form
a part of this Indenture for all purposes and bind every Securityholder,
unless it makes a change described in any of clauses (i) through (viii)
of Section 9.02. In that case, the amendment, supplement or waiver shall
form a part of this Indenture for all purposes and bind each Holder of a
Security who has consented to it and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the
consenting Holder's Security."
SECTION 2.09 Amendment of Section 10.01.
Section 10.01 of the Original Indenture is hereby amended to read in its
entirety as follows:
"SECTION 10.01. Collateral and Security Documents.
(a) In order to secure the due and punctual payment of the principal
of and interest on the Securities, the Senior Secured Discount Notes and,
under certain circumstances, Permitted Replacement Financing when and as
the same shall be due and payable, whether on an Interest Payment Date,
at maturity, by acceleration, purchase, repurchase, redemption or
otherwise, and interest on the overdue principal of and interest (to the
extent permitted by law), if any, on the Securities, the Senior Secured
Discount Notes and, under certain circumstances, Permitted Replacement
Financing and the performance of all other obligations of the Company and
the Guarantors to the Holders or the Trustee under this Indenture and the
Securities, the holders of the Senior Secured Discount Notes or the
Discount Note Trustee under the Discount Note Indenture and the Senior
Secured Discount Notes or, under certain circumstances, the Permitted
Additional Lenders under the documents governing the Permitted
Replacement Financing, the Company, Acme Steel, Acme Packaging, the
Collateral Agent, the Trustee and the Discount Note Trustee have
simultaneously with the execution of this Indenture entered into the
Collateral Agency Agreement and the Collateral Agent, the Company, Acme
Steel and/or Acme Packaging have entered into the other Security
Documents to which they are a party pursuant to which the Company, Acme
Steel and Acme Packaging have granted to the Collateral Agent for the
benefit of the Secured Parties a first priority Lien on and security
interest in the Collateral. The Trustee and the Company hereby agree
that the Collateral Agent holds the Collateral in trust for the benefit
of the Secured Parties pursuant to the terms of the Security Documents.
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EXHIBIT 4.4
(b) The Trustee is authorized and directed to enter into the Collateral
Agency Agreement and the Collateral Agent is authorized and directed to
enter into the Security Documents. In the event that pursuant to clause
(vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company
shall elect to grant additional Liens on assets that comprise Collateral,
the Trustee and the Collateral Agent are authorized and directed to
execute and deliver a supplement or amendment to the Collateral Agency
Agreement and any other Security Documents as may be required to give
effect to the grant and reflect the priority of the additional Liens,
including, without limitation, amendments to the Collateral Agency
Agreement relating to the application of Unapplied Cash Proceeds pro rata
to the redemption of the Securities, the Senior Secured Discount Notes
and other Indebtedness ranking pari passu with respect thereto, and to
any other changes to the Indenture effected by the First Supplemental
Indenture. In addition, in the event of any Permitted Bank Refinancing
(as defined in the Intercreditor Agreement) the Collateral Agent is
authorized to execute and deliver a supplement to the Intercreditor
Agreement as contemplated therein. Each Securityholder, by accepting a
Security, agrees to all of the terms and provisions of the Security
Documents, as the same may be amended from time to time pursuant to the
provisions of the Security Documents and this Indenture."
SECTION 2.10 Amendment of Section 11.05.
Section 11.05 of the Original Indenture is hereby amended to read in its
entirety as follows:
"SECTION 11.05. Guarantors May Consolidate, etc., on Certain Terms.
(a) Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor or shall prevent any sale or conveyance of
the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor, which consolidation,
merger, sale or conveyance is otherwise in accordance with the terms of
this Indenture and the Security Documents. Upon any such consolidation,
merger, sale or conveyance, the Guarantee given by such Guarantor shall
no longer have any force or effect.
(b) Other than as set forth in Sections 11.03 and 11.05(a) above, each
Guarantor will not, and the Company will not cause or permit any
Guarantor to, consolidate with or merge with or into any Person unless:
(i) the entity formed by or surviving any such consolidation or merger
(if other than the Guarantor), or to which sale, lease, conveyance or
other disposition shall have been made, is a corporation organized and
existing under the laws of the United States, any state thereof or the
District of Columbia; (ii) such entity assumes by supplemental indenture
all of the obligations of the Guarantor on the Guarantee and under this
Indenture and the Security Documents; and (iii) immediately after giving
effect to such transaction, no Default or Event of Default shall have
occurred and be continuing."
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 Representations and Warranties of the Company and the Guarantors.
The Company and the Guarantors, jointly and severally, hereby represent
and warrant that:
(a) This First Supplemental Indenture has been duly authorized by each of
the Company and the Guarantors, and, when executed and delivered by the Company
and the Guarantors and, assuming due authorization, execution and delivery by
the Trustee, will be a legal, valid and binding agreement of the Company and
the Guarantors (provided that the amendments provided for in Article II hereof
shall become operative only in accordance with Section 5.01 hereof),
enforceable against the Company and the Guarantors in accordance with its
terms, except as (i) the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect affecting creditors' rights generally, (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability (regardless of whether in a
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EXHIBIT 4.4
proceeding in equity or at law) and as may be limited by the discretion of
the court before which any proceeding therefor may be brought and (iii) rights
to indemnity and contribution may be limited by state or Federal laws relating
to securities or by policies underlying such laws; and
(b) The execution, delivery and performance by the Company and the
Guarantors of this First Supplemental Indenture and the consummation of the
transactions contemplated hereby will not (1) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, bank loan or credit
agreement, lease or other agreement or instrument to which the Company or any
of the Guarantors is a party or by which the Company or any of the Guarantors
is bound or to which any of the property or assets of the Company or any of the
Guarantors is subject, (2) result in any violation of the provisions of the
Certificate of Incorporation or the By-laws, in each case as amended, of the
Company or any Guarantor or any statute, order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Company or any of
the Guarantors or any of their properties , (3) result in or require the
creation or imposition of any Lien upon or with respect to any of the
properties of the Company or any of the Guarantors, except pursuant to or as
contemplated by the terms of the Indenture, or (4) constitute a default under
any ordinance, license or permit, except, in the case of the events specified
in clauses (1), (3) and (4) above, for such conflicts, breaches, violations,
defaults or Liens which would not have a material adverse effect upon the
business, assets, condition (financial or otherwise), results of operations or
prospects of the Company and the Guarantors, taken as a whole, or on the
ability of the Company and the Guarantors to perform their respective
obligations under the Indenture.
SECTION 3.02 Representations of the Trustee.
The Trustee hereby represents and warrants that it is duly authorized to
execute and deliver this First Supplemental Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made
by it in a Statement of Eligibility on Form T-1, if any, supplied to the
Company are true and accurate subject to the qualifications set forth therein.
ARTICLE IV
CONDITIONS PRECEDENT
This First Supplemental Indenture shall become effective as of the date
hereof upon satisfaction of the following conditions precedent (provided that
the amendments provided for in Article II hereof shall become operative only in
accordance with Section 5.01 hereof):
(a) The Trustee shall have received a true and complete original,
except where stated otherwise, of:
(i) this First Supplemental Indenture, duly executed and delivered
by the Company and the Guarantors;
(ii) an opinion of Ungaretti & Xxxxxx, counsel to the Company, with
respect to the due authorization, execution and delivery of this First
Supplemental Indenture and such other matters as the Trustee and its
counsel shall reasonably require and meeting the requirements of Section
9.06 of the Indenture; and
(iii) such other approvals, consents, opinions or documents as the
Trustee or its counsel may reasonably request.
(b) On the date hereof, each of the Company and the Guarantors shall be
in compliance with all the terms and provisions on its respective part
to be observed or performed as set forth in the Indenture; any representations
and warranties of the Company and the Guarantors or the Trustee set forth in
this First Supplemental Indenture shall be true and correct in all material
respects on and as of the date hereof; and no Event of Default shall
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EXHIBIT 4.4
have occurred and be continuing on such date, and no event shall have
occurred which, with notice or lapse of time, or both, would constitute an
Event of Default under the Indenture.
ARTICLE V
MISCELLANEOUS
SECTION 5.01 Effectiveness and Effect.
This First Supplemental Indenture, including, without limitation, the
amendments provided for in Section 2.08 of Article II hereof, shall take effect
on the date hereof; provided, however, that the amendments provided for in
Article II hereof, with the exception of the amendments provided for in Section
2.08 of said Article II, shall become operative only upon, and simultaneously
with, the delivery to the Trustee of an Officers' Certificate to the effect
that all Securities tendered and accepted for payment by the Company
pursuant to the Company's Offer to Purchase and Consent Solicitation Statement,
dated November 13, 1997 (as the same may have been amended, extended or
otherwise modified) (the "Offer"), have been purchased, and such amendments
provided for in Article II hereof, with the exception of the amendments
provided for in Section 2.08 of said Article II, shall have no force and effect
prior to the operative time specified in this Section. Such operative time
shall be prior to the consummation of the Refinancing Transactions (as such
term is defined in the Offer). Subject to the foregoing, the provisions set
forth in this First 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
Original Indenture as amended by this First Supplemental Indenture. Except as
amended hereby, the Indenture shall remain in full force and effect.
SECTION 5.02 Concerning the Trustee.
The recitals contained herein and in the Securities, except with respect
to the Trustee's certificates of authentication, shall be taken as the
statements of the Company and the Guarantors, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this First Supplemental
Indenture or of the Securities.
SECTION 5.03. Counterparts.
This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
SECTION 5.04 Governing Law.
This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized as of the date first above written.
ACME METALS INCORPORATED
Attest:_________________ By:____________________________
Name: Name:
Title: Title:
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EXHIBIT 4.4
ACME PACKAGING CORPORATION
Attest:_________________ By:____________________________
Name: Name:
Title: Title:
ACME STEEL COMPANY
Attest:_________________ By:____________________________
Name: Name:
Title: Title:
ACME STEEL COMPANY INTERNATIONAL INC.
Attest:_________________ By:____________________________
Name: Name:
Title: Title:
ALABAMA METALLURGICAL CORPORATION
Attest:_________________ By:____________________________
Name: Name:
Title: Title:
ALPHA TUBE CORPORATION
Attest:_________________ By:____________________________
Name: Name:
Title: Title:
ALTA SLITTING CORPORATION
Attest:_________________ By:____________________________
Name: Name:
Title: Title:
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EXHIBIT 4.4
UNIVERSAL TOOL AND STAMPING
COMPANY, INC.
Attest:_________________ By:____________________________
Name: Name:
Title: Title:
STATE STREET BANK AND TRUST COMPANY.
Attest:_________________ By:____________________________
Name: Name:
Title: Title:
