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Exhibit 4.2
SECOND SUPPLEMENTAL
INDENTURE
SECOND SUPPLEMENTAL INDENTURE
(this “ Supplemental Indenture ”) dated as of
May 30, 2008, among SUGAR STEEL CORPORATION, an Illinois
corporation (the “ New Guarantor ”), a wholly
owned subsidiary of PNA GROUP, INC., a Delaware corporation (the
“ Company ”), the Company, the Guarantors (as
that term is defined in the Indenture) and The Bank of New York, a
New York banking corporation, as trustee under the indenture
referred to below (the “ Trustee ”).
W I T N E S S E T H
:
WHEREAS the Company and the
existing Guarantors have heretofore executed and delivered to the
Trustee an Indenture (as amended, supplemented or otherwise
modified, the “ Indenture ”) dated as of
August 15, 2006, providing for the issuance of the
Company’s 10 3/4% Senior Notes due 2016 (the “
Notes ”), initially in the aggregate principal amount
of $250,000,000;
WHEREAS pursuant to Section 4.20 of
the Indenture, the Company must cause the New Guarantor to
guarantee the Notes;
WHEREAS Section 10.9 of
the Indenture provides that each Person that is required to become
a Guarantor pursuant to Section 4.20 of the Indenture must
execute and deliver to the Trustee a supplemental indenture
pursuant to which such Person shall become a Guarantor under the
Indenture;
WHEREAS to evidence its Note
Guarantee, simultaneously with the execution of this Supplemental
Indenture, a notation of such Note Guarantee substantially in the
form attached to the Indenture as Exhibit B shall be
endorsed by the New Guarantor; and
WHEREAS pursuant to
Section 9.1 of the Indenture, the Trustee, the Company and the
existing Guarantors are 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 New
Guarantor, the Company, the Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders
of the Notes as follows:
1. Defined Terms . As
used in this Supplemental Indenture, terms defined in the Indenture
or in the preamble or recitals hereto are used herein as therein
defined. The words “herein,” “hereof” and
hereby and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
2. Agreement to
Guarantee . The New Guarantor hereby agrees to unconditionally
guarantee, jointly and severally with all existing Guarantors, the
Company’s
obligations under the Notes on the terms
and subject to the conditions set forth in Article X of the
Indenture and to be bound by all other applicable provisions of the
Indenture and the Notes and to perform all of the obligations and
agreements of a Guarantor under the Indenture.
3. Notices . All
notices or other communications to the New Guarantor shall be given
as provided in Section 11.2 of the Indenture.
4. Ratification of
Indenture; Supplemental Indenture Part of Indenture . Except as
expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every
holder of Notes heretofore or hereafter authenticated and delivered
shall be bound hereby.
5. Governing Law . THE
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS SUPPLEMENTAL INDENTURE AND THE NOTE GUARANTEE. The parties to
this Supplemental Indenture each hereby irrevocably submits to the
non-exclusive jurisdiction of any New York State or federal court
sitting in the Borough of Manhattan in The City of New York in any
action or proceeding arising out of or relating to the Notes, the
Note Guarantee, this Supplemental Indenture or the Indenture, and
all such parties hereby irrevocably agree that all claims in
respect of such action or proceeding may be heard and determined in
such New York State or federal court and hereby irrevocably waive,
to the fullest extent that they may legally do so, the defense of
an inconvenient forum to the maintenance of such action or
proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE
NOTES, THE NOTE GUARANTEE OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
6. Trustee Makes No
Representation . The Tr
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