Exhibit 4.4
EXECUTION COPY
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as
of November 10, 1999, among each of the parties hereto listed as a
"New Subsidiary Guarantor" on the signature pages hereof (each, a
"New Subsidiary Guarantor"), each a subsidiary of The LTV
Corporation (the "Company"), the Company and U.S. Bank Trust
National Association, as trustee under the indenture referred to
below (the "Trustee").
W I T N E S S E T H :
WHEREAS the Company and certain of its subsidiaries (the "Existing
Subsidiary Guarantors") have heretofore executed and delivered to the Trustee
an Indenture (the "Indenture") dated as of November 5, 1999, providing for the
issuance on the date thereof of an aggregate principal amount of $275,000,000
of 11:% Senior Notes due 2009 (the "Securities");
WHEREAS Section 4.16 of the Indenture provides that under certain
circumstances the Company is required to cause certain of its subsidiaries to
execute and deliver to the Trustee a supplemental indenture pursuant to which
such subsidiary becomes a Subsidiary Guarantor and, if applicable, an Acquired
Subsidiary Guarantor (each as defined in the Indenture), and thereby
unconditionally guarantee all the Company's obligations under the Securities
pursuant to a Subsidiary Guaranty set forth in the Indenture on the terms and
conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture, with
the New Subsidiary Guarantors;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
New Subsidiary Guarantors, the Company and the Trustee mutually covenant and
agree for the equal and ratable benefit of the holders of the Securities as
follows:
1. Agreement to Guarantee. Each New Subsidiary Guarantor hereby
agrees, jointly and severally with all other Subsidiary Guarantors, to
unconditionally guarantee the Company's obligations under the Securities as an
Acquired Subsidiary Guarantor (as defined in the Indenture) on the terms and
subject to the conditions set forth in Article 10 and Article 11 of the
Indenture and to be bound by all other applicable provisions of the Indenture
as an Acquired Subsidiary Guarantor.
2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended 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 shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS 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.
4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.
5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
NEW SUBSIDIARY GUARANTORS
COPPERWELD CORPORATION
by
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Name:
Title:
COPPERWELD BIMETALLICS PRODUCTS
COMPANY
by
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Name:
Title:
METALLON MATERIALS ACQUISITION CORPORATION
by
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Name:
Title:
COPPERWELD MARKETING AND SALES COMPANY
by
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Name:
Title:
3
COPPERWELD TUBING PRODUCTS COMPANY
by
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Name:
Title:
COPPERWELD EQUIPMENT COMPANY
by
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Name:
Title:
MIAMI ACQUISITION CORPORATION
by
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Name:
Title:
SOUTHERN CROSS INVESTMENT COMPANY
by
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Name:
Title:
TAC ACQUISITION CORPORATION
by
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Name:
Title:
4
THE COMPANY
THE LTV CORPORATION
by
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Name:
Title:
THE TRUSTEE
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
by
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Name:
Title:
5
