NINTH SUPPLEMENTAL INDENTURE (this Ninth Supplemental Indenture), dated as of January 29, 2020, between AK Steel Corporation, a Delaware corporation (the Company), and U.S. Bank National Association, a national banking association, as trustee (the Trustee).
WHEREAS, the Company, AK Steel Holding Corporation, a Delaware corporation, as parent guarantor (the Parent Guarantor), and the Trustee executed and delivered an Indenture, dated as of May 11, 2010 (the Base Indenture), as supplemented by the Seventh Supplemental Indenture, dated March 23, 2017 (the Seventh Supplemental Indenture and, together with the Base Indenture, the Indenture), among the Company, the Parent Guarantor, AK Tube LLC, a Delaware limited liability company, AK Steel Properties, Inc., a Delaware corporation, and Mountain State Carbon, LLC, a Delaware limited liability company, and the Trustee, relating to the Companys 7.00% Senior Notes due 2027 (the Notes); and
WHEREAS, $391,632,000 aggregate principal amount of the Notes is currently outstanding; and
WHEREAS, Section 11.02 of the Base Indenture provides, among other things, that the Company and the Trustee may amend the Indenture and the Notes with the written consent of the holders of the Notes (the Holders) of a majority in Principal amount of the outstanding Notes affected by such amendment (subject to certain exceptions); and
WHEREAS, the Company proposes to amend the Indenture with respect to the Notes and has been soliciting consents (the Consent Solicitation) to this Ninth Supplemental Indenture from certain of the Holders, upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Cleveland-Cliffs Inc. (Cliffs) and the Company, dated January 14, 2020 (which, including any amendments, modifications or supplements thereto, governs the Consent Solicitation with respect to the Notes); and
WHEREAS, the Company has received and delivered to the Trustee evidence of the consent of the Holders of at least a majority of the Principal amount of the Notes (excluding any Notes owned by the Parent Guarantor, the Company or any of their affiliates), and has delivered to the Trustee, simultaneously with the execution and delivery of this Ninth Supplemental Indenture, an Opinion of Counsel, relating to this Ninth Supplemental Indenture as contemplated by Sections 11.05, 13.03 and 13.04 of the Base Indenture, and an Officers Certificate, relating to this Ninth Supplemental Indenture as contemplated by Sections 13.03 and 13.04 of the Base Indenture; and
WHEREAS, all things necessary to make this Ninth Supplemental Indenture a legal and binding supplement to the Indenture in accordance with its terms and the terms of the Indenture have been done; and
WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to this Ninth Supplemental Indenture; and
WHEREAS, the Company desires and has requested the Trustee to join with it in entering into this Ninth Supplemental Indenture for the purpose of amending the Base Indenture and the Seventh Supplemental Indenture and the Notes in certain respects as permitted by Section 11.02 of the Base Indenture and Section 9.03 of the Seventh Supplemental Indenture.
- 2 -