Exhibit 4.12
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 1, 1999
THIS SECOND SUPPLEMENTAL INDENTURE to the Indenture referred to below
is dated as of October 1, 1999 and is made by and among AK STEEL CORPORATION, a
Delaware corporation ("AK Steel"), AK STEEL HOLDING CORPORATION, a Delaware
corporation ("AK Holding"), XXXXXXX DYNAMICS, L.L.C., a Delaware limited
liability company ("Xxxxxxx Dynamics"), and FIFTH THIRD BANK, as successor
trustee to The Bank of New York (the "Trustee").
AK Steel, AK Holding and the Trustee are parties to an Indenture,
dated as of December 17, 1996, as amended and supplemented by the First
Supplemental Indenture, dated as of August 6, 1999 (as so amended and
supplemented, the "Indenture"). This Indenture relates to the 9-1/8% Senior
Notes Due 2006 of AK Steel (the "Notes"). Except as otherwise defined herein,
capitalized terms defined in the Indenture are used herein as therein defined.
As a result of the merger of Armco Inc., an Ohio corporation, with
and into AK Steel, Xxxxxxx Dynamics became a Restricted Subsidiary of AK Steel
and, as such, is required pursuant to Section 10.4 of the Indenture to
unconditionally guarantee the obligations of AK Steel under the Notes and the
Indenture on the terms set forth in Article 10 of the Indenture.
Pursuant to Section 9.1 of the Indenture, AK Steel, AK Holding and
the Trustee are permitted to amend the Indenture or the Notes without notice to
or consent of any Holder to add guarantees with respect to the Notes.
AK Steel has directed the Trustee to execute and deliver this Second
Supplemental Indenture 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:
ARTICLE I
ADDITION OF GUARANTOR
Section 1.1 Unconditional Senior Note Guarantee. Xxxxxxx Dynamics
hereby jointly and severally with each of the Guarantors, unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee, and to the Trustee on behalf of such Holder, the due and punctual
payment and performance of the Obligations (the "Senior Note Guarantee") and
further agrees to pay any and all expenses (including, without limitation, all
fees and disbursements of counsel) that may be paid or incurred by the Trustee
or the Holders in enforcing their rights under the Senior Note Guarantee. In
case of the failure of AK Steel punctually to perform or make any such payment,
Xxxxxxx Dynamics hereby jointly and severally with each other Guarantor agrees
to cause such payment and performance to be made punctually.
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Section 1.2. Guarantor Bound by Terms of Indenture. In accordance
with Section 10.4 of the Indenture, Xxxxxxx Dynamics hereby acknowledges and
agrees that it is subject to the provisions (including, without limitation, the
representations and warranties contained in Article 10 and Article 11 and the
limitations set forth in Section 10.2) of the Indenture as a Guarantor
Subsidiary.
Section 1.3 Notification to Holders. AK Steel shall notify the
Holders in accordance with Section 9.1 of the Indenture of the execution of this
Second Supplemental Indenture. Any failure of AK Steel to give such notice to
all Holders, or any defect therein, shall not impair or affect the validity of
this Second Supplemental Indenture.
Section 1.4 Receipt by Trustee. In accordance with Sections 9.6, 10.4
and 11.4 of the Indenture, the parties acknowledge that the Trustee has received
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
this Second Supplemental Indenture complies with the applicable requirements of
the Indenture.
ARTICLE II
MISCELLANEOUS
Section 2.1 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 Second Supplemental Indenture or the Indenture or any provision herein
or therein contained.
Section 2.2 Governing Law. The rights and duties of AK Steel, AK
Holding, Xxxxxxx Dynamics and the Trustee under this Second Supplemental
Indenture shall, pursuant to New York General Obligations Law Section 5-1401, be
governed by the laws of the State of New York.
Section 2.3 Separability Clause. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 2.4 Ratification of Indenture; Second Supplemental Indenture
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 Second
Supplemental Indenture 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 Second Supplemental Indenture.
Section 2.5 Multiple Originals. The parties may sign any number of
copies of this Second Supplemental Indenture. Each signed copy shall be an
original, but all of them shall represent the same agreement. One signed copy is
enough to prove this Second Supplemental Indenture.
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Section 2.6 Headings. The headings of the Articles and Sections of
this Second Supplemental Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.
AK STEEL CORPORATION
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
AK STEEL HOLDING CORPORATION,
as Guarantor
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
XXXXXXX DYNAMICS, L.L.C.,
as Guarantor
By: AK Steel Corporation,
as Manager
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
FIFTH THIRD BANK,
as Trustee
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President
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