EXHIBIT 4.6
AMENDMENT
TO
INDENTURE
This AMENDMENT TO INDENTURE (this "Amendment") is made as of this 26th day
of April, 2007, by and between WCI STEEL, INC., a Delaware corporation (the
"Company"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation (the
"Trustee"). Capitalized terms used and not otherwise defined herein shall have
the respective meanings ascribed to them in the Indenture (as defined below).
WHEREAS, the Company and the Trustee are parties to that certain
Indenture, dated as of May 1, 2006, as supplemented by that certain Supplemental
Indenture, dated as of May 1, 2006, by and among WCI Steel, the Trustee, and WCI
Steel's subsidiaries (the "Indenture");
WHEREAS, Section 9.01(d) of the Indenture states that the Company and the
Trustee may amend the Indenture without giving notice to, or obtaining the
consent of, the Holders of the Notes issued thereunder if the amendment does not
materially adversely affect the rights of any Holders under the Indenture or the
Collateral Documents;
WHEREAS, the Company desires to, (i) clarify the Company's ability to
enter into an exchange offer to replace the $100,000,000 of Notes issued as of
the date hereof with $100,000,000 of Notes registered under the Securities Act
of 1933, as amended, pursuant to the terms of the Registration Rights Agreement,
and (ii) allow the Company to enter into a loan arrangement with the State of
Ohio; and
WHEREAS, the Company and the Trustee agree that the amendments to the
Indenture set forth herein do not result in a material adverse effect to the
rights of the Holders under the Indenture or the Collateral Documents.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
1. Section 1.01, "Definitions"
1.1 The definition of "Permitted Indebtedness" is hereby amended to delete
the word "and" immediately prior to the beginning of subsection (ix) and the
period after the end of subsection (ix), and to include new subsection (x) which
shall read as follows:
", and (x) in the form of a loan from the State of Ohio pursuant to
Section 166.07 of the Ohio Revised Code (the "Ohio Loan"), except that in
no event shall the amount owed by the Company under the Ohio Loan, less
any amount of the letters of credit issued pursuant to the Credit
Agreement that may be required to secure the Ohio Loan, and the amount
outstanding under the Credit Agreement, exceed the maximum amount of
credit set forth in the Credit Agreement."
2. Section 2.02, "Execution and Authentication"
2.1 The first sentence of the fourth paragraph of Section 2.02 of the
Indenture is hereby amended to read as follows:
"The Trustee shall authenticate Notes for original issue in the aggregate
principal amount of up to $100,000,000, and up to an additional
$100,000,000 of Notes registered under the Securities Act (as to which the
third paragraph of the legend contained in Section 2.06(d)(i) and the
legend contained in 2.06(d)(ii) shall not apply) to be issued in exchange
for up to $100,000,000 of Notes originally issued hereunder, upon receipt
of a written order of the Company in the form of an Officer's
Certificate."
3. Section 2.06, "Transfer and Exchange"
3.1 The fourth sentence of Section 2.06(a) of the Indenture is hereby
amended to read as follows:
"Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10, or in order to complete an exchange
contemplated by the terms of the Registration Rights Agreement."
3.2 The reference to Section 2.06(d) contained in the first full sentence
of Section 2.06(b)(i) of the Indenture is hereby amended to refer to "Section
2.06(e)".
4. Additional Deliverables. This Amendment shall only be effective upon
the delivery by the Company to the Trustee of an Officers' Certificate and
Opinion of Counsel as set forth in the Indenture.
5. Applicable Law. This Amendment shall be construed in accordance with,
and governed in all respects by, the laws of the State of New York (without
giving effect to the principles of conflict of laws thereof).
6. Amendment Limited. Except as expressly provided herein, each of the
provisions of the Indenture shall remain in full force and effect following the
execution of this Amendment.
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2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized representatives
as of the day and year first above written.
WILMINGTON TRUST COMPANY
By: /s/ Xxxx St. Xxxxx
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Name: Xxxx St. Amand
Title: Assistant Vice President
WCI STEEL, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President - Finance, Chief
Financial Officer, Treasurer
and Secretary
Signature Page
to Amendment to Indenture
