SECOND SUPPLEMENTAL INDENTURE
Dated as of March 15, 2002
to
INDENTURE
Dated as of August 7, 1997
between
Keystone Consolidated Industries, Inc.
as Issuer,
and
The Bank of New York,
as Trustee
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9 5/8% Senior Secured Notes due 2007
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SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of March 15, 2002 (this
"Supplemental Indenture"), between Keystone Consolidated Industries, Inc., a
Delaware corporation (the "Company"), and The Bank of New York, a New York
banking corporation (the "Trustee"), to that certain Indenture, dated as of
August 7, 1997 (the "Indenture"), between the Company and the Trustee.
WHEREAS, the parties hereto have entered into the Indenture which
provides for the issuance by the Company of up to $100,000,000 in aggregate
principal amount of 9 5/8% Senior Secured Notes due 2007 (the "Notes");
WHEREAS, concurrent herewith the Company and the Trustee are executing
that certain First Supplemental Indenture dated as of the date hereof (the
"First Supplemental Indenture") that provides for certain amendments to the
Indenture and the Notes;
WHEREAS, for administrative convenience, the Company wishes to further
amend the Indenture and the Notes to provide additional rights or benefits to
the Holders of the Notes with respect to the timely payment of defaulted
interest as hereinafter provided;
WHEREAS, all acts necessary to constitute this Supplemental Indenture
as a valid, binding and legal obligation of the Company have been done and
performed; and
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings given them in the Indenture.
NOW, THEREFORE, this Supplemental Indenture witnesseth:
In order to comply with the requirements of the Indenture, the Company
covenants and agrees with the Trustee for the equal and proportionate benefit,
security and protection of the respective holders from time to time of the
Notes, as follows:
ARTICLE I.
AMENDMENT
Section 1.1. Amendment of Section 2.12. Section 2.12 of the Indenture
shall be amended by adding the following to the end of such section as set forth
in the Indenture:
"In the event that there shall be less than $10,000,000 in
aggregate principal amount of Notes outstanding under this
Indenture, then notwithstanding anything contained in this
Indenture to the contrary, (i) the special record date
relating to the payment of any defaulted interest may be the
same as the payment date for any such interest; and (ii)
neither the Company nor the Trustee shall be required to
give any advance notice to any Holder of the fixing of the
special record date, the special record date, the related
payment date or the amount of such interest to be paid."
ARTICLE II.
MISCELLANEOUS PROVISIONS
Section 2.1. Unless otherwise defined herein, or unless the context
otherwise requires, the terms used herein shall have the respective meanings
assigned to them in the Indenture.
Section 2.2. The Trustee accepts the trusts in this Supplemental
Indenture declared and provided upon the terms and conditions set forth in the
Indenture. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or the
due execution hereof by the Company or for, or in respect of, the recitals and
statements contained herein, all of which recitals and statements are made
solely by the Company.
Section 2.3. Upon the effectiveness of this Supplemental Indenture,
all Notes outstanding immediately prior to such effectiveness shall be deemed
amended as necessary or appropriate to reflect the terms and conditions set
forth in the Indenture as modified by this Supplemental Indenture, and in the
event of a conflict between any term or condition of such Notes and the
Indenture as so modified, the Indenture as so modified shall control,
notwithstanding any provision of such Notes or the Indenture to the contrary.
Except as modified by this Supplemental Indenture and the First Supplemental
Indenture, the Indenture and such Notes are in all respects ratified and
confirmed and all of the terms, conditions and provisions thereof shall remain
in full force and effect.
Section 2.4. The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture.
Section 2.5. This Supplemental Indenture shall be effective as of the
date first set forth above upon the execution hereof by both parties hereto.
Section 2.6. The parties may sign multiple counterparts of this
Supplemental Indenture, each of which may be delivered by facsimile
transmission. Each signed counterpart shall be deemed an original, but all of
them together represent the same agreement.
Section 2.7. The laws of the State of New York shall govern this
Supplemental Indenture without regard to principles of conflicts of laws.
Section 2.8. If any provision or subprovision of this Supplemental
Indenture or the application thereof to any person or circumstance shall be
invalid, illegal or unenforceable to any extent, the remainder of this
Supplemental Indenture and the application thereof shall not be affected and
shall be enforceable to the fullest extent permitted by law.
[Signatures on following page.]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By:
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Name:
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Title:
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THE BANK OF NEW YORK, as Trustee
By:
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Name:
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Title:
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