A.M. CASTLE & CO. - 8-K


Exhibit 4.3


 


FOURTH
SUPPLEMENTAL INDENTURE


 


 



 


DATED
DECEMBER 8, 2016


 


 



 


FOURTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 8, 2016, among HY-Alloy Steels
Company, a Delaware corporation (“HY-Alloy”), Keystone Service, Inc., an Indiana corporation (“Keystone”
and together with HY-Alloy, the “Guaranteeing Subsidiaries”), A. M. CASTLE & CO., a Maryland corporation
and the parent of the Guaranteeing Subsidiaries (the “Company”) and U.S. Bank National Association, as trustee
(in such capacity, the “Trustee”), and as collateral agent.


 


W
I T N E S S E T H


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture, dated as of February 8, 2016 (the “Indenture”),
providing for the issuance of 12.750% Senior Secured Notes due 2018 (the “Notes”);


 


WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee
a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);
and


 


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:


 


1.          Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.          Agreement
to Guarantee. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to
the conditions set forth in the Indenture, including but not limited to Article 10 thereof.


 


3.          No
Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture,
the Note Guarantees, the Collateral Documents or this Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under
the federal securities laws.


 






     


     

    

 


4.          GOVERNING
LAW. THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE GUARANTEES AND THE COLLATERAL DOCUMENTS SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE GUARANTEES,
THE COLLATERAL DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED BY THE 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 affect the construction hereof.


 


7.          The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiaries and the Company.


 






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


 


	 	A.
    M. CASTLE & CO.
	 	 
	 	By:  /s/ Patrick R. Anderson
	 	Name:  Patrick R. Anderson
	 	Title:  Chief Financial Officer
	 	 
	 	TOTAL
    PLASTICS, INC.
	 	 
	 	By:  /s/ Patrick R. Anderson
	 	Name:  Patrick R. Anderson
	 	Title:  Vice President and Treasurer
	 	 
	 	KEYSTONE
    TUBE COMPANY, LLC
	 	 
	 	By:  /s/ Patrick R. Anderson
	 	Name:  Patrick R. Anderson
	 	Title:  Treasurer
	 	 
	 	HY-Alloy
    Steels Company
	 	 
	 	By:  /s/ Patrick R. Anderson
	 	Name:  Patrick R. Anderson
	 	Title:  Vice President and Treasurer
	 	 
	 	Keystone
    Service, Inc. 
	 	 
	 	By:  /s/ Patrick R. Anderson
	 	Name:  Patrick R. Anderson
	 	Title:  Treasurer



 






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IN
WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Supplemental Indenture as of the date first above
written. 


	 	 	 
	 	U.S.
    BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
	 	 	 
	 	By:	/s/
    Raymond S. Haverstock
	 	Name:	Raymond
    S. Haverstock
	 	Title:	Vice
    President
	 	 	 
	 	U.S.
    BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Agent
	 	 	 
	 	By:	/s/
    Raymond S. Haverstock
	 	Name:	Raymond
    S. Haverstock
	 	Title:	Vice
    President


 






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