REGISTRATION RIGHTS AGREEMENT by and among AK Steel Corporation AK Steel Holding Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Dated as of November 20, 2012Registration Rights Agreement • November 20th, 2012 • Ak Steel Holding Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 2012, by and among AK Steel Corporation, a Delaware corporation (the “Company”), AK Steel Holding Corporation, a Delaware corporation (the “Guarantor”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives (collectively, the “Representatives”) of the initial purchasers (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.750 % Senior Secured Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantor (the “Guarantee”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
22,000,000 Shares AK Steel Holding Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2012 • Ak Steel Holding Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
COLLATERAL TRUST AGREEMENT Dated as of November 20, 2012 among AK STEEL CORPORATION, THE OTHER GRANTORS PARTY HERETO, U.S. BANK NATIONAL ASSOCIATION, as trustee under the Senior Secured Note Indenture, and U.S. BANK NATIONAL ASSOCIATION, as Collateral...Collateral Trust Agreement • November 20th, 2012 • Ak Steel Holding Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This COLLATERAL TRUST AGREEMENT, dated as of November 20, 2012, by and among AK STEEL CORPORATION, a Delaware corporation (the “Company”) (the Company and the Additional Grantors being, collectively, the “Grantors”), U.S. BANK NATIONAL ASSOCIATION, as trustee under the Senior Secured Note Indenture described herein (in such capacity, together with its successors and assigns from time to time, the “Senior Indenture Trustee”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with its successors and assigns from time to time, the “Collateral Agent”) for the Secured Parties, and each Additional Authorized Representative party hereto from time to time. Capitalized terms not otherwise defined shall have the meanings set forth in Section 1 below.
AK Steel Corporation PURCHASE AGREEMENTPurchase Agreement • November 20th, 2012 • Ak Steel Holding Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AK STEEL COMPANY as Issuer AK STEEL HOLDING COMPANY the Parent Guarantor party hereto U.S. BANK NATIONAL ASSOCIATION as Trustee and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent Indenture Dated as of November 20, 2012 Senior Secured Notes Due 2018Indenture • November 20th, 2012 • Ak Steel Holding Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
INDENTURE, dated as of November 20, 2012, among AK Steel Corporation, a Delaware corporation, as the Company, AK Steel Holding Corporation, a Delaware corporation, as the Parent Guarantor, U.S. Bank National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent.
AK Steel Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2012 • Ak Steel Holding Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
SECURITY AGREEMENT dated as of November 20, 2012 among AK STEEL CORPORATION, the other Grantors party hereto and as Collateral AgentSecurity Agreement • November 20th, 2012 • Ak Steel Holding Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This SECURITY AGREEMENT (this “Security Agreement”) is made and entered into as of November 20, 2012 by AK Steel Corporation, a Delaware corporation (with its successors, the “Company” or the “Grantor” and, collectively with any other Person that becomes a Grantor hereunder from time to time pursuant to Section 16, the “Grantors”), in favor of U.S. Bank National Association, as collateral agent under the Collateral Trust Agreement (in such capacity, including any successor thereto, the “Collateral Agent”), for the benefit of the Secured Parties described therein.
AK Steel Corporation as the Company AK Steel Holding Corporation as the Parent Guarantor and U.S. Bank National Association, as Trustee Third Supplemental Indenture Dated as of November 20, 2012 5.00% Exchangeable Senior Notes due 2019Third Supplemental Indenture • November 20th, 2012 • Ak Steel Holding Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
THIRD SUPPLEMENTAL INDENTURE dated as of November 20, 2012 among AK Steel Corporation, a Delaware corporation (the “Company”), AK Steel Holding Corporation, a Delaware corporation, as Parent Guarantor (“Parent Guarantor” or “AK Holding”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
