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EXHIBIT 4.16
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of July 1, 1998, is executed by
XXXXXXX XXXXXXXXX & SONS, INC., a Delaware corporation ("MSS"), and TORRINGTON
SCRAP COMPANY, a Delaware corporation ("Torrington"), each a wholly-owned
subsidiary of METAL MANAGEMENT, INC., a Delaware corporation (the "COMPANY"),
for the sole purpose of granting a guarantee under the Indenture (as amended
from time to time, the "INDENTURE"), dated as of May 13, 1998, with respect to
the Company's 10% Senior Subordinated Notes due 2008 (the "NOTES"), entered into
among the Company, the Guarantors (as defined therein) and LASALLE NATIONAL
BANK, as trustee (the "TRUSTEE").
PRELIMINARY STATEMENT
The Company, the Guarantors and the Trustee have entered into the
Indenture. Capitalized terms used herein, not otherwise defined herein,
shall have the meanings given them in the Indenture.
Section 4.18 of the Indenture expressly provides that any Restricted
Subsidiary (i) that has assets or revenues in any fiscal year in excess of
$200,000 or (ii) that is not a Guarantor and is a borrower under the Senior
Credit Facility shall execute a supplemental indenture to become a Guarantor of
the Company's Notes. Pursuant to Section 4.18 of the Indenture, each of MSS and
Torrington execute this Fifth Supplemental Indenture to become a Guarantor of
the Company's Notes. Each of MSS and Torrington have, by Board Resolution,
authorized this Fifth Supplemental Indenture. The Trustee has determined that
this Fifth Supplemental Indenture is in form satisfactory to it.
NOW, THEREFORE, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes issued under the Indenture
from and after the date of this Fifth Supplemental Indenture, as follows:
Section 1. GUARANTEE ON THE NOTES.
Each of MSS and Torrington hereby subjects itself to the provisions of the
Indenture as a Guarantor in accordance with Article 11 of the Indenture.
Section 2. COUNTERPARTS
This Fifth Supplemental Indenture may be executed in several counterparts,
all of which together shall constitute one agreement binding on all parties,
notwithstanding that all parties have not signed the same counterpart.
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IN WITNESS WHEREOF, the undersigned have caused this Fifth Supplemental
Indenture to be duly executed by its respective officers as of the day and year
first above written.
XXXXXXX XXXXXXXXX & SONS, INC.
TORRINGTON SCRAP COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Its: Vice President
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