Exhibit 4.4
SUPPLEMENTAL INDENTURE NO. 4
DATED AS OF SEPTEMBER 30, 1999
THIS SUPPLEMENTAL INDENTURE NO. 4 to the Indenture referred to below
is dated as of September 30, 1999 (this "Supplemental Indenture No. 4") among
ARMCO INC., an Ohio Corporation ("Armco"), AK STEEL CORPORATION, a Delaware
corporation ("AK Steel"), and FIFTH THIRD BANK, as trustee (the "Trustee").
Armco and the Trustee are parties to an Indenture, dated as of
October 1, 1992 (the "Base Indenture"), as amended and supplemented, including
by Supplemental Indenture No. 2, dated as of September 1, 1997 ("Supplemental
Indenture No. 2") and by Supplemental Indenture No. 3, dated as of July 30, 1999
("Supplemental Indenture No. 3" and, together with the Base Indenture and
Supplemental Indenture No. 2, as so amended and supplemented, the "Indenture")
providing, among other things, for the authentication, delivery and
administration of Armco's 9% Senior Notes due 2007 (the "Notes").
Pursuant to an Agreement and Plan of Merger, dated as of May 20, 1999
(the "Merger Agreement"), among Armco, AK Steel Holding Corporation, a Delaware
corporation ("AK Holding"), and AK Steel, on or about September 30, 1999 Armco
shall be merged with and into AK Steel, with AK Steel as the surviving
corporation.
Pursuant to Section 310 of Supplemental Indenture No. 2, upon a
merger as described above, the surviving entity of such merger shall expressly
assume all of the obligations of Armco in respect of the Notes and the Indenture
pursuant to a supplemental indenture satisfactory to the Trustee.
Armco has directed the Trustee to execute and deliver this
Supplemental Indenture No. 4 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:
NY2:\815655\02\HHD302!.DOC\38055.0020
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. This Supplemental Indenture No. 4 shall
become effective upon (i) the execution and delivery hereof by Armco, AK Steel
and the Trustee and (ii) the consummation of the merger contemplated by the
Merger Agreement (the "Effective Time").
Article II
assumption of obligations
Section 2.1 Assumption of Obligations. In accordance with Section 310
of Supplemental Indenture No. 2, on and after the Effective Time, AK Steel
shall, and by this Supplemental Indenture No. 4 does, hereby assume the due and
punctual payment of the principal of, premium, if any, and interest on all the
Notes, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture to be
performed by Armco.
Section 2.2 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 No. 4 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 No. 4 or the Indenture or any provision herein or
therein contained.
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Section 3.2 Governing Law. This Supplemental Indenture No. 4 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. In case any one or more of the
provisions contained in this Supplemental Indenture No. 4 should be invalid,
illegal or unenforceable in any respect, the validity, 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 No. 4
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 No. 4 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 No. 4.
Section 3.5 Counterparts. This Supplemental Indenture No. 4 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 No. 4 were formulated, used and inserted
in this Supplemental Indenture No. 4 for convenience only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 4 to be duly executed as of the date first above written.
ARMCO INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
and Chief Financial Officer
AK STEEL CORPORATION
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Executive Vice President
and General Counsel
FIFTH THIRD BANK,
as Trustee
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
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