EX-4.2



 Exhibit 4.2 
  

 
  

 
  

SECOND SUPPLEMENTAL INDENTURE 

11  1⁄4% Senior Notes due 2018 

 
  

among 
 JOSEPH T.
RYERSON & SON, INC., 
 as Issuer, 

THE GUARANTORS PARTY HERETO 
 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee 
  

 
 Dated as of
January 21, 2015 
  
  

 







 SECOND SUPPLEMENTAL INDENTURE 

This Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of January 21, 2015, is by and among
Joseph T. Ryerson & Son, Inc., a Delaware corporation (the “Issuer”), the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 

WHEREAS, the Issuer, the Guarantors and the Trustee entered into an indenture, dated as of October 10, 2012 (the “Original
Indenture”), relating to the Issuer’s 11  1⁄4% Senior Notes due 2018 (the “Senior Notes”); 

WHEREAS, the Issuer, the Guarantors and the Trustee entered into a supplemental indenture to the Original Indenture, dated as of
December 30, 2014 (together with the Original Indenture, the “Indenture”); 
 WHEREAS, Section 4.20 of the
Indenture provides that the Company will cause each of its Domestic Restricted Subsidiaries that borrows under or guarantees the Credit Agreement to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted
Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Senior Notes on a senior basis and all
other obligations under the Indenture; 
 WHEREAS, the Issuer, the Guarantors and the Trustee desire to enter into the Second Supplemental
Indenture in order to add each of Fay Industries, Inc., an Ohio Corporation and a borrower under the Credit Agreement, and Fay Group, Ltd., an Ohio limited liability company and a guarantor under the Credit Agreement (collectively, the “New
Guarantors”), as “Guarantors” pursuant to Section 4.20 of the Indenture; 
 WHEREAS, this Second Supplemental
Indenture has not resulted in a material modification of the Senior Notes for Foreign Account Tax Compliance Act purposes; and 
 WHEREAS,
all conditions precedent provided for in the Indenture relating to this Second Supplemental Indenture, including Sections 9.6, 13.4 and 13.5, have been complied with. 

NOW, THEREFORE in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the outstanding Senior Notes: 

  
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 ARTICLE I. 

EFFECTIVENESS AND EFFECT 

Section 1.1 Effectiveness of Second Supplemental Indenture. 

All provisions of this Second Supplemental Indenture shall take effect on the date hereof. 

Section 1.2 Full Force and Effect. 

This Second Supplemental Indenture supplements the Indenture and shall be part and subject to all of the terms thereof. Except as amended or
waived hereby, the Indenture shall remain in full force and effect. Upon the execution and delivery of this Second Supplemental Indenture by the Issuer, the Guarantors and the Trustee, this Second Supplemental Indenture shall form a part of the
Indenture for all purposes, and the Issuer, the Guarantors, the Trustee and every Holder of the Senior Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Indenture, whether within the
Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Second Supplemental Indenture (whether or not made), unless the context shall otherwise require. 

Section 1.3 Indenture and Second Supplemental Indenture Construed Together. 

This Second Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Second Supplemental Indenture
shall henceforth be read and construed together. 
 Section 1.4 Confirmation and Preservation of Indenture. 

The Indenture as supplemented, amended or waived by this Second Supplemental Indenture is in all respects confirmed and preserved. 

ARTICLE II. 
 AMENDMENT
OF THE INDENTURE 
 Section 2.1 Agreement to Guarantee. 

The New Guarantors hereby agree, to unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt
payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Senior Notes on a senior basis and all other obligations under the Indenture, on the terms and subject to the conditions set forth
in the Indenture and the Senior Notes. 

  
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 ARTICLE III. 

MISCELLANEOUS 

Section 3.1 Counterparts. 

This Second Supplemental Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all
such counterparts shall together constitute one and the same instrument. 
 Section 3.2 Severability. 

In the event that any provision in this Second Supplemental Indenture shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 3.3
Headings. 
 The article and section headings herein are for convenience only and shall not affect the construction hereof. 

Section 3.4 Successors and Assigns. 

Any covenants and agreements in this Second Supplemental Indenture by the Issuer, the Guarantors (including the New Guarantors) and the Trustee
shall bind their successors and assigns, whether so expressed or not. 
 Section 3.5 GOVERNING LAW. 

THIS SECOND SUPPLEMENTAL INDENTURE, SHALL BE DEEMED TO BE A CONTRACT UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE. 
 Section 3.6 Jurisdiction. 

Section 13.8 of the Indenture is hereby incorporated by reference. 

Section 3.7 Trustee. 

The Trustee accepts the modifications of the trust effected by this Second Supplemental Indenture, but only upon the terms and conditions set
forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Issuer, and the Trustee shall not be
responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Second Supplemental Indenture, and the Trustee makes no representation with respect thereto. 

  
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 Section 3.8 Definitions. 

Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Indenture. 

Section 3.9 Benefits of Supplemental Indenture. 

Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the Senior Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Second Supplemental Indenture or the Senior Notes. 

[The remaining portion of this page is intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly
executed as of the date first above written. 
  

					
	JOSEPH T. RYERSON & SON, INC., as Issuer
		
	By:		 /s/ Hans Weinburger

			Name:		Hans Weinburger
			Title:		Assistant Secretary


 [Signature Page to 11.25% Notes Second Supplemental Indenture] 







 
					
	RYERSON HOLDING CORPORATION
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	RCJV HOLDINGS LLC
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	RDM HOLDINGS LLC
		
	By:		 /s/ Mark Silver

			Name:		Mark Silver
			Title:		Director A
		
	By:		 /s/ Paul Zwagerman

			Name:		Paul Zwagerman
			Title:		Director B (signed in Amsterdam, The Netherlands)
	
	RYERSON INTERNATIONAL MATERIAL MANAGEMENT SERVICES, INC.
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	RYERSON INTERNATIONAL TRADING, INC.
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer


 [Signature Page to 11.25% Notes Second Supplemental Indenture] 







 
					
	RYERSON INTERNATIONAL, INC.
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	RYERSON PAN-PACIFIC LLC
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	RYERSON PROCUREMENT CORPORATION
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	J.M. TULL METALS COMPANY, INC.
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	EPE, LLC
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer


 [Signature Page to 11.25% Notes Second Supplemental Indenture] 







 
					
	TURRET HOLDING CORPORATION
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	RYERSON HOLDINGS (BRAZIL), LLC
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	TURRET STEEL INDUSTRIES, INC.
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	SUNBELT-TURRET STEEL INC.
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer


 [Signature Page to 11.25% Notes Second Supplemental Indenture] 







 
					
	IMPERIAL TRUCKING COMPANY, LLC
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	WILCOX-TURRET COLD DRAWN, INC.
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	FAY INDUSTRIES, INC.
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer
	
	FAY GROUP, LTD.
		
	By:		 /s/ Robert DeLaney

			Name:		Robert DeLaney
			Title:		Treasurer


 [Signature Page to 11.25% Notes Second Supplemental Indenture] 







 
					
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	By:		 /s/ Raymond Delli Colli

			Name:		Raymond Delli Colli
			Title:		Vice President


 [Signature Page to 11.25% Notes Second Supplemental Indenture]