8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 13, 2020 (March 11, 2020)

AK STEEL HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-13696	31-1401455
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

9227 Centre Pointe Drive, West Chester, Ohio 45069

(Address of principal executive offices, including zip code)

(513) 425-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock $0.01 Par Value	AKS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note

As previously disclosed, on December 2, 2019, AK Steel Holding Corporation, a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cleveland-Cliffs Inc., an Ohio corporation (“Cliffs”), and Pepper Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Cliffs (“Merger Sub”). On March 13, 2020, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company being the surviving company in the Merger and becoming a direct, wholly owned subsidiary of Cliffs.

The description of the Merger Agreement and the related transactions (including, without limitation, the Merger) in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on December 4, 2019 and is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

Background of the Tender Offers

On February 26, 2020, the Company and Cliffs announced that, in connection with the Merger, Cliffs had commenced offers to purchase for cash (each, a “Tender Offer” and collectively, the “Tender Offers”) any and all outstanding 7.625% Senior Notes due 2021 (the “2021 Notes”) and 7.50% Senior Secured Notes due 2023 (the “2023 Notes” and, together with the 2021 Notes, the “Notes”) of AK Steel Corporation, a wholly owned subsidiary of the Company (“AK Steel”). In conjunction with the Tender Offers, AK Steel has solicited consents (each, a “February Consent Solicitation” and, collectively, the “February Consent Solicitations”) to adopt proposed amendments to each of the indentures governing the Notes to eliminate certain of the covenants, restrictive provisions and events of default from such indentures and, with respect to the 2023 Notes, release the liens securing such Notes (collectively, the “Proposed Amendments”). The February Consent Solicitations were conducted pursuant to the terms of, and subject to the conditions set forth in, an offer to purchase and consent solicitation statement, dated February 26, 2020 (as amended or supplemented from time to time, the “Offer to Purchase and Consent Solicitation Statement”).

On March 10, 2020, the Company and Cliffs announced that, in connection with the Tender Offers by Cliffs and the February Consent Solicitations by AK Steel, AK Steel had received, on March 10, 2020, the requisite consents to adopt the Proposed Amendments to amend (i) the indenture, dated May 11, 2010 (the “Base 2021 Notes Indenture”), among AK Steel, the Company, as parent guarantor, and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain Fifth Supplemental Indenture, dated September 16, 2014 (the “Fifth Supplemental Indenture”), among AK Steel, the Company, AK Tube LLC (“AK Tube”) and AK Steel Properties, Inc. (“AK Steel Properties”), as subsidiary guarantors, and the Trustee, and as further supplemented by that certain Sixth Supplemental Indenture, dated July 27, 2016 (the “Sixth Supplemental Indenture” and, together with the Base 2021 Notes Indenture and the Fifth Supplemental Indenture, the “2021 Notes Indenture”), among AK Steel, Mountain State Carbon, LLC (“MSC” and, together with AK Tube and AK Steel Properties, the “Subsidiary Guarantors”), as a subsidiary guarantor, and the Trustee, governing the 2021 Notes, and (ii) the Indenture, dated June 20, 2016 (as amended or supplemented from time to time, the “Base 2023 Notes Indenture”), among AK Steel, the Company, the Subsidiary Guarantors and the Trustee, as trustee and collateral agent, governing the 2023 Notes.

Entry into Supplemental Indentures

On March 11, 2020, AK Steel and the Trustee entered into the Eleventh Supplemental Indenture with respect to the 2021 Notes Indenture (the “Eleventh Supplemental Indenture”) and the Second Supplemental Indenture with respect to the 2023 Notes Indenture (the “Second Supplemental Indenture”), giving effect to the Proposed Amendments.

The Proposed Amendments delete in their entirety the following covenants from the applicable 2021 Notes Indenture with respect to the 2021 Notes:

Indenture	Section Reference	Section Title
Base 2021 Notes Indenture	Section 4.05	Restrictions on the Activities of the Parent Guarantor
Base 2021 Notes Indenture	Section 5.01	When Company and Parent Guarantor May Merge, Etc.
Base 2021 Notes Indenture	Section 6.03	Reports by the Company
Base 2021 Notes Indenture	Section 7.01(c)	Events of Default
Base 2021 Notes Indenture	Section 7.01(d)	Events of Default
Base 2021 Notes Indenture	Section 7.01(e)	Events of Default
Fifth Supplemental Indenture	Section 4.01	Redemption Upon Change of Control
Fifth Supplemental Indenture	Section 5.01	Limitation on Liens
Fifth Supplemental Indenture	Section 5.02	Limitation on Subsidiary Debt
Fifth Supplemental Indenture	Section 5.03	Limitation on Sale and Leaseback

In addition, the Proposed Amendments amend Section 3.02 of the Base 2021 Notes Indenture (“Notice of Redemption; Partial Redemptions”), which describe provisions for notices related to the redemption of the 2021 Notes, to reduce redemption notice periods to three business days.

The Proposed Amendments delete in their entirety the following covenants from the 2023 Notes Indenture with respect to the 2023 Notes:

Section Reference	Section Title
Section 4.06	Limitation on Liens
Section 4.07	Limitation on Subsidiary Debt
Section 4.08	Limitation on Sale and Leaseback Transactions
Section 4.09	Limitation on Notes Collateral Asset Sales
Section 4.10	Restrictions on Activities of the Guarantor
Section 4.11	SEC Reports and Reports to Holders
Section 4.12	Repurchase of Notes Upon a Change of Control
Section 4.14	No Impairment of Security Interests
Article 5	Consolidation, Merger or Sale of Assets
Section 6.01(c)	Events of Default
Section 6.01(d)	Events of Default
Section 6.01(e)	Events of Default
Article 11	Security Arrangements

In addition, the Proposed Amendments amend Section 3.03 of the Base 2023 Notes Indenture (“Method and Effect of Redemption”), which describes provisions for notices related to the redemption of the 2023 Notes, to reduce redemption notice periods to three business days.

The foregoing descriptions of the Eleventh Supplemental Indenture and the Second Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of the Eleventh Supplemental Indenture and the Second Supplemental Indenture, respectively, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

Effective as of March 13, 2020, all amounts outstanding under that certain Second Amended and Restated Loan and Security Agreement, dated as of September 13, 2017, by and among AK Steel, as borrower, the borrowing base guarantors from time to time party thereto, certain financial institutions from time to time party thereto (the “Lenders”) and Bank of America, N.A., acting as agent for the Lenders (as amended by that certain First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of April 26, 2019, the “Credit Agreement”) were repaid, and the Credit Agreement, including any commitments thereunder, was terminated.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note, which is incorporated herein by reference, on March 13, 2020 the Merger was completed pursuant to the terms and conditions of the Merger Agreement.

At the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement, each share of common stock, par value $0.01 per share, of the Company (the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than restricted Company Shares and any Company Shares owned by Cliffs, Merger Sub or the Company and not held on behalf of third parties) was converted into the right to receive 0.400 (the “Exchange Ratio”) of a fully paid and nonassessable share of common stock, par value $0.125 per share, of Cliffs (the “Cliffs Shares”).

At the Effective Time, (i) all Company restricted stock units and Company restricted shares outstanding as of immediately prior to the Effective Time were automatically converted into restricted stock units or restricted shares, as applicable, denominated in Cliffs Shares based on the Exchange Ratio, (ii) all Company performance share awards outstanding as of immediately prior to the Effective Time were automatically converted into performance share awards denominated in Cliffs Shares based on the Exchange Ratio and the number of Company Shares that would have been earned pursuant to such Company performance share awards for achievement of target performance, with the performance goals under such awards having been adjusted as mutually agreed by the Company and Cliffs prior to the Effective Time to account for the transaction, and (iii) all Company options outstanding as of immediately prior to the Effective Time were automatically converted into options to acquire a number of Cliffs Shares determined based on the Exchange Ratio (with the exercise price applicable to the Company options being adjusted based on the Exchange Ratio). Aside from the foregoing adjustments, the awards remain subject to the same terms and conditions, including vesting. Prior to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), holders of options granted under certain of the Company’s legacy stock incentive plans had the opportunity to elect to have their options cancelled in exchange for a cash amount (without interest) calculated pursuant to the Merger Agreement in lieu of having their options converted into options to acquire Cliffs Shares.

The description of the Merger and the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2019 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 13, 2020, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger, and requested that the NYSE (i) suspend trading of the Company Shares on the NYSE prior to the open of trading on March 13, 2020, (ii) withdraw from listing on the NYSE the Company Shares and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to report that the Company Shares are no longer listed on the NYSE and to apply for the deregistration of the Company Shares under Section 12(b) of the Exchange Act. As a result, the Company Shares, which previously traded under the symbol “AKS,” ceased to be traded on the NYSE prior to the open of trading on March 13, 2020.

In addition, the Company intends to file a certification on Form 15 with the SEC to suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in the Introductory Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information contained in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, at the Effective Time on March 13, 2020, a change in control of the Company occurred and the Company became a direct, wholly owned subsidiary of Cliffs.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Following the Closing, Keith A. Koci, Terry G. Fedor, and Clifford T. Smith became all of the directors of the Company, with each such director to hold office until his or her respective successor is duly elected and qualified in accordance with the Company’s organizational documents. As a result of the Merger, Ralph S. Michael, III, Dennis C. Cuneo, Sheri H. Edison, Mark G. Essig, William K. Gerber, Gregory B. Kenny, Roger K. Newport, Dwayne A. Wilson, Vicente Wright and Arlene M. Yocum ceased to be directors of the Company.

As of the Effective Time, each of the Company’s executive officers as of immediately prior to the Effective Time ceased to be officers of the Company. Following the Closing, each of the following individuals became the executive officers of the Company, in each case to hold the positions set forth below and serve until their respective successors have been duly elected and qualified:

Clifford T. Smith	President and Chief Operating Officer
Terry G. Fedor	Executive Vice President, Chief Operating Officer, Steel Mills
R. Christopher Cebula	Vice President, Controller and Chief Accounting Officer
Celso L. Goncalves, Jr.	Vice President, Treasurer

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, effective as of the Effective Time, each of the certificate of incorporation and the bylaws of the Company was amended and restated in its entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
	2.1*	Agreement and Plan of Merger, dated as of December 2, 2019, by and among AK Steel Holding Corporation, Cleveland-Cliffs Inc. and Pepper Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on December 4, 2019).
	3.1	Amended and Restated Certificate of Incorporation of AK Steel Holding Corporation.
	3.2	Second Amended and Restated Bylaws of AK Steel Holding Corporation.
	4.1	Eleventh Supplemental Indenture, dated March 11, 2020, between AK Steel Corporation and U.S. Bank National Association.
	4.2	Second Supplemental Indenture, dated March 11, 2020, between AK Steel Corporation and U.S. Bank National Association.
	104	Cover Page Interactive Data File (embedded as Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. AK Steel Holding Corporation hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AK STEEL HOLDING CORPORATION
By:	/s/ James D. Graham
	Name: James D. Graham
	Title:   Vice President, General Counsel and Corporate Secretary
Date:	March 13, 2020

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

AK STEEL HOLDING CORPORATION

FIRST. The name of the corporation is AK Steel Holding Corporation.

SECOND. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH. The total number of shares which the corporation shall have authority to issue is 1,000 shares of common stock, par value $0.01 per share.

FIFTH. Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the corporation.

SIXTH. The board of directors of the corporation is expressly authorized to adopt, amend or repeal bylaws of the corporation.

SEVENTH. A director of the corporation shall not be personally liable either to the corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this Article SEVENTH nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article SEVENTH shall eliminate or reduce the effect of this Article SEVENTH in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article SEVENTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

EIGHTH. (a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was, at any time prior to or during which this Article EIGHTH is in effect, a director, officer, employee or agent of the corporation, or is or was, at any time prior to or during which this Article EIGHTH is in effect, serving at the request of the corporation as a director, officer, employee or agent or in any similar capacity of any other corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties, amounts paid in settlement and other liabilities actually and reasonably incurred by such person

in connection with such action, suit or proceeding to the full extent permitted by law, and the corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

(b) Expenses (including attorneys’ fees) incurred in appearing at, participating in or defending any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, shall be paid by the corporation at reasonable intervals in advance of the final disposition of such action, suit or proceeding, upon receipt by the corporation of a written undertaking by or on behalf of the director or officer to repay such amount unless it ultimately shall be determined that such person is entitled to be indemnified by the corporation as provided herein.

(c) It is the intent of the corporation to indemnify the persons referred to in this Article EIGHTH to the fullest extent permitted by law with respect to any action, suit or proceeding arising from events that occur prior to or during the time in which this Article EIGHTH is in effect. The indemnification provided by this Article EIGHTH shall not be deemed exclusive of any other rights to which those seeking indemnification may be or become entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the corporation on behalf of any such director or officer, both as to action in such person’s official capacity and as to action in another capacity while holding office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such director or officer.

(d) The indemnification provided by this Article EIGHTH shall be subject to all valid and applicable laws, and in the event this Article EIGHTH or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article EIGHTH shall be regarded as modified accordingly, and, as so modified, shall continue in full force and effect.

NINTH. Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

TENTH: The corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

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EX-3.2

Exhibit 3.2

AK STEEL HOLDING CORPORATION

SECOND AMENDED & RESTATED BYLAWS

DATED: MARCH 13, 2020

SECOND AMENDED & RESTATED BYLAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.    Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors, or by the Chairman of the Board of Directors, the President or the Secretary in the absence of a designation by the Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Stockholders may participate in an annual or special meeting of the stockholders by use of any means of communication by which all stockholders participating may simultaneously hear each other during the meeting. A stockholder’s participation in a meeting by any such means of communication constitutes presence in person at the meeting.

Section 2.    Annual Meeting. An annual meeting of the stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting.

Section 3.    Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the Certificate of Incorporation, may be called by the Board of Directors, the Chairman of the Board of Directors or the President.

Section 4.    Notice of Meetings. Notice of every meeting of the stockholders, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, and delivered in

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accordance with Section 1 of Article III hereof, shall be given not less than ten, nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 5.    Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6.    Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation.

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The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. When a quorum is present at any meeting, the vote of the holders of a majority of the stock that has voting power present in person or represented by proxy shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Certificate of Incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 7.    Action Without Meeting.

(a) Unless otherwise provided in the Certificate of Incorporation, any action required by the Delaware General Corporation Law (“DGCL”) to be taken at any annual or special meeting of the stockholders, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing or by telegram, cablegram or other electronic transmission (“electronic transmission”), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided, however, that action by written consent to elect directors, if less than unanimous, shall be in lieu of holding an annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

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(b) Every written consent or electronic transmission under this Article I, Section 7 shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents or electronic transmissions signed by a sufficient number of stockholders to take action were delivered to the Corporation as provided in Section 228(c) of the DGCL.

(d) An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Article I, Section 7, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder, proxyholder or authorized person or persons transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation

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by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE II DIRECTORS

Section 1.    Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Section 2.    Number and Term of Office. Except as otherwise required by any stockholders agreement by and among the Corporation and its stockholders, (a) the Board of Directors shall consist of one or more members and (b) the number of directors shall be fixed by resolution from time to time of the Board of Directors or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal, in each case except as required by law. Except as otherwise required by any

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stockholders agreement by and among the Corporation and its stockholders, the Board of Directors may, at its discretion, elect a Chairman of the Board of Directors from the directors currently in office by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the Chairman so elected shall hold office until the next annual meeting of the stockholders and until his/her successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board of Directors which are being eliminated by such decrease.

Section 3.    Vacancies and New Directorships. Except as otherwise required by any stockholders agreement by and among the Corporation and its stockholders, vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

Section 4.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders and at such other time and place as shall from time to time be determined by the Board of Directors.

Section 5.    Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President on one day’s notice to each director by whom such notice is not waived, given in accordance with Section 1 of Article III hereof, and shall be called by the President or the Secretary in like manner and on like notice on the written request of any director.

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Section 6.    Quorum. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7.    Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or Committee.

Section 8.    Participation in Meetings by Conference Telephone. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or a meeting of any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 9.    Committees. Except as otherwise required by any stockholders agreement by and among the Corporation and its stockholders, the Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board of Directors may confer and each such committee shall serve at the pleasure of the Board of Directors. Except as otherwise required by any stockholders agreement by and among the Corporation and its stockholders, the Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the

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management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees so designated by the Board of Directors shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise prescribed by the Board of Directors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all actions taken by it.

Section 10.    Compensation. The Board of Directors may establish such compensation for, and reimbursement of the expenses of, directors for attendance at meetings of the Board of Directors or committees, or for other services by directors to the Corporation, as the Board of Directors may determine.

Section 11.    Rules. The Board of Directors may adopt such special rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper, not inconsistent with law or these bylaws.

ARTICLE III NOTICES

Section 1.    Generally. Whenever by law or under the provisions of the Certificate of Incorporation or these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at such director’s or stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Except as otherwise required or prohibited by law, notice to directors and stockholders may also be given by facsimile, by telephone, electronic mail, posting on an electronic network

9

together with separate notice to the director or stockholder of such specific posting (which notice shall be deemed given upon the later of such posting and the giving of such separate notice), or by any other form of electronic transmission consented to by the stockholder or director to whom the notice is given. Except as otherwise stated therein, notice pursuant to the preceding sentence will be deemed to be given at the time when the same is sent.

Section 2.    Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, in each case, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE IV OFFICERS

Section 1.    Generally. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, a Secretary and a Treasurer. The Board of Directors may also elect such other officers, as the Board of Directors deems desirable, including, without limitation, the election of a Chief Executive Officer and a Chief Financial Officer. Any number of offices may be held by the same person.

Section 2.    Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

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Section 3.    Succession. The officers of the Corporation shall hold office until their successors are elected and qualified or until such officer’s earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 4.    Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Board of Directors in a resolution which is not inconsistent with these bylaws.

Section 5.    Execution of Documents and Action with Respect to Securities of Other Corporations. The President shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Directors, (a) to execute, on behalf of the Corporation, all duly authorized contracts, agreements, deeds, conveyances or other obligations of the Corporation, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders, members, partners or other equity holders (or with respect to any action of such stockholders, members, partners or other equity holders) of any other corporation, limited liability company, partnership or other entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities. In addition, the President may delegate to other officers, employees and agents of the Corporation the power and authority to take any action which the President is authorized to take under this Section 5, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated.

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ARTICLE V STOCK

Section 1.    Certificates. Certificates representing shares of stock of the Corporation shall be in such form as shall be determined by the Board of Directors, subject to applicable legal requirements. Such certificates shall be numbered and their issuance recorded in the books of the Corporation, and each such certificate shall exhibit the holder’s name and the number of shares and shall be signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors or the President or Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation. Any or all of the signatures upon such certificates may be facsimiles, engraved or printed.

Section 2.    Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue, or to cause its transfer agent to issue, a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3.    Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates the Secretary may require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.

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Section 4.    Record Date.

(a) In order that the Corporation is able to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

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(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

Section 1.    Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors.

Section 2.    Corporate Seal. The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3.    Reliance upon Books, Reports and Records. Each director, each member of a committee designated by the Board of Directors and each officer of the Corporation will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director, committee member or officer reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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Section 4.    Time Periods. In applying any provision of these bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 5.    Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends upon its outstanding shares of capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

ARTICLE VII AMENDMENTS

Section 1.    Amendments. These bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the stockholders or by the Board of Directors.

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EX-4.1

Exhibit 4.1

AK STEEL CORPORATION,

as Company

AND

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

ELEVENTH SUPPLEMENTAL INDENTURE

Dated as of March 11, 2020

to

Indenture

Dated as of May 11, 2010

7.625% Senior Notes due 2021

ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of March 11, 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 Fifth Supplemental Indenture, dated September 16, 2014 (the “Fifth Supplemental Indenture”), among the Company, Parent Guarantor, AK Tube LLC, a Delaware limited liability company, and AK Steel Properties, Inc., a Delaware corporation, and the Trustee, and as further supplemented by the Sixth Supplemental Indenture, dated July 27, 2016 (the “Sixth Supplemental Indenture” and, collectively with the Base Indenture and the Fifth Supplemental Indenture, the “Indenture”), among the Company, Mountain State Carbon, LLC, a Delaware limited liability company, and the Trustee, relating to the Company’s 7.625% Senior Notes due 2021 (the “Notes”); and

WHEREAS, $406,200,000 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 Eleventh Supplemental Indenture from the Holders, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement (herein so called) of Cleveland-Cliffs Inc. (“Cliffs”) and the Company, dated February 26, 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 Eleventh Supplemental Indenture, an Opinion of Counsel, relating to this Eleventh Supplemental Indenture as contemplated by Sections 11.05, 13.03 and 13.04 of the Base Indenture, and an Officers’ Certificate, relating to this Eleventh Supplemental Indenture as contemplated by Sections 13.03 and 13.04 of the Base Indenture; and

WHEREAS, all things necessary to make this Eleventh 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 Eleventh Supplemental Indenture; and

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WHEREAS, the Company desires and has requested the Trustee to join with it in entering into this Eleventh Supplemental Indenture for the purpose of amending the Base Indenture and the Fifth Supplemental Indenture and the Notes in certain respects as permitted by Section 11.02 of the Base Indenture and Section 7.02 of the Fifth Supplemental Indenture.

NOW, THEREFORE,

For and in consideration of the premises stated herein, the Company and the Trustee covenant and agree, for the equal and proportionate benefit of the Holders of the Notes, as follows:

ARTICLE I

SCOPE OF ELEVENTH SUPPLEMENTAL INDENTURE

Section 1.01. Scope. This Eleventh Supplemental Indenture constitutes a supplement to the Indenture and an integral part of the Indenture and shall be read together with the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and this Eleventh Supplemental Indenture, the terms and provisions of the Base Indenture shall remain in full force and effect. Notwithstanding the foregoing, this Eleventh Supplemental Indenture shall only apply to the Notes.

ARTICLE II

DEFINITIONS

Section 2.01. Definitions and Other Provisions of General Application. For all purposes of this Eleventh Supplemental Indenture, unless otherwise specified herein:

(a)    All terms used in this Eleventh Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in the Base Indenture and the Fifth Supplemental Indenture, as applicable;

(b)    The provisions of general application stated in Section 1.04 of the Base Indenture shall apply to this Eleventh Supplemental Indenture, except that the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Eleventh Supplemental Indenture as a whole and not to the Base Indenture or any particular Article, Section or other subdivision of the Base Indenture or this Eleventh Supplemental Indenture.

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ARTICLE III

AMENDMENTS TO INDENTURE AND NOTES

Section 3.1 Amendments to Indenture.

(a)    With respect to the Notes only, the Base Indenture and the Fifth Supplemental Indenture, as applicable, are hereby amended pursuant to Section 11.02 of the Base Indenture and in compliance with Section 7.02 of the Fifth Supplemental Indenture by deleting the following Sections of the Base Indenture or the Fifth Supplemental Indenture, as applicable, and all references and definitions related thereto in their entirety (collectively, the “Proposed Amendments”):

• Section 4.05 of the Base Indenture (“Restrictions on the Activities of the Parent Guarantor”);

• Section 5.01 of the Base Indenture (“When Company and Parent Guarantor May Merge, Etc.”);

• Section 6.03 of the Base Indenture (“Reports by the Company”);

• Section 7.01(c) of the Base Indenture (“Events of Default”);

• Section 7.01(d) of the Base Indenture (“Events of Default”);

• Section 7.01(e) of the Base Indenture (“Events of Default”);

• Section 4.01 of the Fifth Supplemental Indenture (“Redemption Upon Change of Control”);

• Section 5.01 of the Fifth Supplemental Indenture (“Limitation On Liens”);

• Section 5.02 of the Fifth Supplemental Indenture (“Limitation on Subsidiary Debt”); and

• Section 5.03 of the Fifth Supplemental Indenture (“Limitation on Sale and Leaseback”).

(b)    With respect to the Notes only, Section 3.02 of the Base Indenture is hereby amended pursuant to Section 11.02 of the Base Indenture and in compliance with Section 7.02 of the Fifth Supplemental Indenture by (i) replacing the references to “30 days” with “three Business Days,” (ii) replacing the reference to “10 days” with “three Business Days” and (iii) replacing the reference to “15 days” with “three Business Days.”

Section 3.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Base Indenture and the Fifth Supplemental Indenture effected by this Eleventh Supplemental Indenture.

ARTICLE IV

WAIVERS

Section 4.1 Waiver of Defaults. As permitted by Section 7.04 of the Base Indenture, any and all Defaults and Events of Default arising therefrom under the Base Indenture (other than nonpayment of the principal of, premium, if any, or interest on any Note or in respect of a covenant or provision of the Base Indenture or Fifth Supplemental Indenture that pursuant to Article 11 of the Base Indenture or Article 7 of the Fifth Supplemental Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note) relating to any of the covenants to be amended by the Proposed Amendments, which include any that may have resulted in connection with, or may result from and after the consummation of, the Merger or the Tender Offers (each as defined in the Offer to Purchase and Consent Solicitation Statement), are hereby irrevocably waived.

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ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Governing Law. The laws of the State of New York shall govern this Eleventh Supplemental Indenture and the Notes.

Section 5.2 Successors. All agreements of the Company in this Eleventh Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Eleventh Supplemental Indenture and the Notes shall bind its successors.

Section 5.3 Duplicate Originals. All parties may sign any number of copies of this Eleventh Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Eleventh Supplemental Indenture via telecopy or other form of electronic transmission.

Section 5.4 Severability. In case any one or more of the provisions in this Eleventh Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable in any respect or for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 5.5 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Eleventh Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Eleventh Supplemental Indenture, except that the Trustee represents that it is duly authorized to execute and deliver this Eleventh Supplemental Indenture and to perform its obligations hereunder.

Section 5.6 Effectiveness. The provisions of this Eleventh Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, except as set forth below, the provisions of this Eleventh Supplemental Indenture shall become operative with respect to the Notes only upon the closing of the Consent Solicitation and the related Tender Offer, and at such time that the following conditions are satisfied or otherwise waived, if applicable, by Cliffs or the Company (collectively, the “Conditions”): (1) Cliffs shall have delivered to The Depository Trust Company for the Holders the aggregate amount to be paid to such Holders as Total Consideration (as defined in the Offer to Purchase and Consent Solicitation Statement), upon the terms and subject to the conditions in the Offer to Purchase and Consent Solicitation Statement in respect of the Notes validly tendered and not validly withdrawn and consents validly delivered and not revoked thereunder,

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and Cliffs or the Company shall have notified the Trustee in writing that such delivery has been made, which condition cannot be waived by Cliffs or the Company, (2) the Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase by Cliffs in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement, and (3) the other conditions to the Consent Solicitation set forth in the Offer to Purchase and Consent Solicitation Statement, including the consummation of the Merger, have been satisfied, with the result that the Proposed Amendments shall have no force or effect, unless and until all of the Conditions have been satisfied, and all terms and conditions as set forth in the Indenture immediately prior to the execution of this Eleventh Supplemental Indenture shall continue to govern. Notwithstanding the foregoing, the deletion of Section 4.01 of the Fifth Supplemental Indenture (“Redemption Upon a Change of Control”) and all references and definitions relating thereto shall only become operative if, prior to the closing of the Consent Solicitation and the related Tender Offer and upon satisfaction of all Conditions, no Change of Control Repurchase Event has occurred. The Company shall notify the Trustee promptly upon the occurrence of such closing and satisfaction of all Conditions or promptly after the Company shall determine that the satisfaction and/or waiver, as applicable, of such Conditions, or the closing, will not occur.

Section 5.7 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Eleventh Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Eleventh Supplemental Indenture, dated as of March 11, 2020. Reference is hereby made to such Eleventh Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

Section 5.8 Trust Indenture Act Controls. If any provision of this Eleventh Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in this Eleventh Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control.

Section 5.9 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed as of the day and year written above.

AK STEEL CORPORATION
as the Company
By:	/s/ Joseph C. Alter
	Name:   Joseph C. Alter
	Title:   Vice President, General Counsel and Corporate Secretary

Signature Page to Eleventh Supplemental Indenture

U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:	/s/ William E. Sicking
	Name:   William E. Sicking
	Title:   Vice President & Trust Officer

Signature Page to Eleventh Supplemental Indenture

EX-4.2

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

Dated as of March 11, 2020

between

AK STEEL CORPORATION,

as Company

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

7.50% Senior Secured Notes due 2023

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), is entered into as of March 11, 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”), AK Tube LLC, a Delaware limited liability company, AK Steel Properties, Inc., a Delaware corporation, and the Trustee, as trustee and collateral agent, executed and delivered an Indenture, dated as of June 20, 2016 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated July 27, 2016 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Mountain State Carbon, LLC, a Delaware limited liability company, and the Trustee, as trustee and collateral agent, relating to the Company’s 7.50% Senior Secured Notes due 2023 (the “Notes”); and

WHEREAS, $380,000,000 aggregate principal amount of the Notes is currently outstanding; and

WHEREAS, Section 9.02 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 not less than a majority in principal amount of the outstanding Notes affected by such amendment (subject to certain exceptions); and

WHEREAS, Section 9.02(c) of the Base Indenture provides that the Company and the Trustee may amend the Indenture and the Notes to release the Notes Collateral from the Lien of the Indenture and the Security Documents with the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding; and

WHEREAS, the Company proposes to amend the Indenture with respect to the Notes and has been soliciting consents (the “Consent Solicitation”) to this Second Supplemental Indenture from the Holders, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement (herein so called) of Cleveland-Cliffs Inc. (“Cliffs”) and the Company, dated February 26, 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 two-thirds in the aggregate principal amount of the outstanding 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 Second Supplemental Indenture, an Opinion of Counsel, relating to this Second Supplemental Indenture as contemplated by Sections 9.04, 11.05(c), 12.04 and 12.05 of the Base Indenture, and an Officers’ Certificate, relating to this Second Supplemental Indenture as contemplated by Sections 11.05(c), 12.04 and 12.05 of the Base Indenture; and

WHEREAS, all things necessary to make this Second 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

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WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to this Second Supplemental Indenture; and

WHEREAS, the Company desires and has requested the Trustee to join with it in entering into this Second Supplemental Indenture for the purpose of amending the Base Indenture and the Notes in certain respects as permitted by Section 9.02 of the Base Indenture.

NOW, THEREFORE,

For and in consideration of the premises stated herein, the Company and the Trustee covenant and agree, for the equal and proportionate benefit of the Holders of the Notes, as follows:

ARTICLE I

SCOPE OF SECOND SUPPLEMENTAL INDENTURE

Section 1.01. Scope. This Second Supplemental Indenture constitutes a supplement to the Indenture and an integral part of the Indenture and shall be read together with the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by the First Supplemental Indenture and this Second Supplemental Indenture, the terms and provisions of the Base Indenture shall remain in full force and effect. Notwithstanding the foregoing, this Second Supplemental Indenture shall only apply to the Notes.

ARTICLE II

DEFINITIONS

Section 2.01. Definitions and Other Provisions of General Application. For all purposes of this Second Supplemental Indenture, unless otherwise specified herein:

(a)    All terms used in this Second Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in the Base Indenture;

(b)    The provisions of general application stated in Section 1.02 of the Base Indenture shall apply to this Second Supplemental Indenture, except that the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to the Base Indenture or any particular Article, Section or other subdivision of the Base Indenture or this Second Supplemental Indenture.

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ARTICLE III

AMENDMENTS TO INDENTURE AND NOTES

Section 3.1 Amendments to Indenture.

(a)    With respect to the Notes only, the Base Indenture is hereby amended pursuant to Section 9.02 of the Base Indenture by deleting the following Sections of the Base Indenture and all references and definitions related thereto in their entirety (collectively, the “Proposed Amendments”):

• Section 4.06 of the Base Indenture (“Limitation on Liens”);

• Section 4.07 of the Base Indenture (“Limitation on Subsidiary Debt”);

• Section 4.08 of the Base Indenture (“Limitation on Sale and Leaseback Transactions”);

• Section 4.09 of the Base Indenture (“Limitation on Notes Collateral Asset Sales”);

• Section 4.10 of the Base Indenture (“Restriction on Activities of the Guarantor”);

• Section 4.11 of the Base Indenture (“SEC Reports and Reports to Holders”);

• Section 4.12 of the Base Indenture (“Repurchase of Notes Upon a Change of Control”);

• Section 4.14 of the Base Indenture (“No Impairment of Security Interests”);

• Article 5 of the Base Indenture (“Consolidation, Merger or Sale of Assets”);

• Section 6.01(c) of the Base Indenture (“Events of Default”);

• Section 6.01(d) of the Base Indenture (“Events of Default”);

• Section 6.01(e) of the Base Indenture (“Events of Default”); and

• Article 11 of the Base Indenture (“Security Arrangements”).

(b)    With respect to the Notes only, Section 3.03(a) of the Base Indenture is hereby amended pursuant to Section 9.02 of the Base Indenture to (i) replace the reference to “60 days” in the first sentence with “three Business Days” and (ii) replace the reference to “30 days” in the last sentence with “three Business Days.”

(c)    With respect to the Notes only, in accordance with Sections 9.02 and 11.05 of the Base Indenture, all Liens on the Notes Collateral are hereby released, terminated and discharged in full and all such Notes Collateral is hereby reconveyed to the Company and the Guarantors, as applicable, as is, where is, without recourse or representation or warranty of any kind.

Section 3.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Base Indenture effected by this Second Supplemental Indenture.

ARTICLE IV

WAIVERS

Section 4.1 Waiver of Defaults. As permitted by Section 6.04 of the Base Indenture, any and all Defaults and Events of Default arising therefrom under the Base Indenture (other than nonpayment of the principal of, premium, if any, or interest on any Note or in respect of a covenant or provision of the Base Indenture that pursuant to Sections 6.02, 6.07 and 9.02 of the Base Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note) relating to any of the covenants to be amended by the Proposed Amendments, which include any that may have resulted in connection with, or may result from and after the consummation of, the Merger or the Tender Offers (each as defined in the Offer to Purchase and Consent Solicitation Statement), are hereby irrevocably waived.

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ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Governing Law. The laws of the State of New York shall govern this Second Supplemental Indenture and the Notes.

Section 5.2 Successors. All agreements of the Company in this Second Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Second Supplemental Indenture and the Notes shall bind its successors.

Section 5.3 Duplicate Originals. All parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Second Supplemental Indenture via telecopy or other form of electronic transmission.

Section 5.4 Severability. In case any one or more of the provisions in this Second Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable in any respect or for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 5.5 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Second Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture, except that the Trustee represents that it is duly authorized to execute and deliver this Second Supplemental Indenture and to perform its obligations hereunder.

Section 5.6 Effectiveness. The provisions of this Second Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, except as set forth below, the provisions of this Second Supplemental Indenture shall become operative with respect to the Notes only upon the closing of the Consent Solicitation and the related Tender Offer, and at such time that the following conditions are satisfied or otherwise waived, if applicable, by Cliffs or the Company (collectively, the “Conditions”): (1) Cliffs shall have delivered to The Depository Trust Company for the Holders the aggregate amount to be paid to such Holders as Total Consideration (as

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defined in the Offer to Purchase and Consent Solicitation Statement), upon the terms and subject to the conditions in the Offer to Purchase and Consent Solicitation Statement in respect of the Notes validly tendered and not validly withdrawn and consents validly delivered and not revoked thereunder, and Cliffs or the Company shall have notified the Trustee in writing that such delivery has been made, which condition cannot be waived by Cliffs or the Company, (2) the Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase by Cliffs in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement, and (3) the other conditions to the Consent Solicitation set forth in the Offer to Purchase and Consent Solicitation Statement, including the consummation of the Merger, have been satisfied, with the result that the Proposed Amendments shall have no force or effect, unless and until all of the Conditions have been satisfied, and all terms and conditions as set forth in the Indenture immediately prior to the execution of this Second Supplemental Indenture shall continue to govern. Notwithstanding the foregoing, the deletion of Section 4.12 of the Base Indenture (“Repurchase of Notes Upon a Change of Control”) and all references and definitions relating thereto shall only become operative if, prior to the closing of the Consent Solicitation and the related Tender Offer and upon satisfaction of all Conditions, no Change of Control Repurchase Event has occurred. The Company shall notify the Trustee promptly upon the occurrence of such closing and satisfaction of all Conditions or promptly after the Company shall determine that the satisfaction and/or waiver, as applicable, of such Conditions, or the closing, will not occur.

Section 5.7 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Second Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, and the Liens securing the Notes Collateral have been released, terminated or discharged in full, as provided in the Second Supplemental Indenture, dated as of March 11, 2020. Reference is hereby made to such Second Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

Section 5.8 Trust Indenture Act Controls. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in this Second Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control.

Section 5.9 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[THE REMAINDER 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 day and year written above.

AK STEEL CORPORATION
as the Company
By:	/s/ Joseph C. Alter
	Name:   Joseph C. Alter
	Title:   Vice President, General Counsel and Corporate Secretary

Signature Page to Second Supplemental Indenture

U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:	/s/ William E. Sicking
	Name:   William E. Sicking
	Title:   Vice President & Trust Officer

Signature Page to Second Supplemental Indenture

XML

Document and Entity Information	Mar. 11, 2020
Cover [Abstract]
Entity Registrant Name	AK STEEL HOLDING CORP
Amendment Flag	false
Entity Central Index Key	0000918160
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Mar. 11, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-13696
Entity Tax Identification Number	31-1401455
Entity Address, Address Line One	9227 Centre Pointe Drive
Entity Address, City or Town	West Chester
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45069
City Area Code	(513)
Local Phone Number	425-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock $0.01 Par Value
Trading Symbol	AKS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false