Exhibit 4.1
12% SENIOR SECURED NOTE DUE
2015
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH
OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE.
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RYERSON INC.
12% SENIOR SECURED NOTE DUE 2015
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No. 001
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CUSIP: 78375P AL1
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ISIN: US78375P AL13
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Ryerson Inc. promises to pay to
Cede & Co. or registered assigns, the principal sum of
THREE HUNDRED SEVENTY-SIX MILLION TWO HUNDRED TEN THOUSAND DOLLARS
$376,210,000 on November 1, 2015.
Interest Payment Dates: May 1
and November 1, beginning May 1, 2008.
Record Dates: April 15 and
October 15.
Reference is made to further
provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as
set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be
entitled to any benefits under this indenture referred to on the
reverse hereof or be valid or obligatory for any
purpose.
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RYERSON
INC.
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By:
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/s/ Terence R.
Rogers
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Name: Terence R. Rogers
Title: Chief Financial
Officer
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the 12% Senior Secured Notes
referred to in the within-mentioned Indenture:
Dated: April 9, 2009
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Trustee
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By:
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/s/ Lynn M.
Steiner
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Authorized
Signatory
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(Reverse of 12% Senior Secured Note)
12% Senior Secured Notes due 2015
RYERSON INC.
Capitalized terms used herein shall
have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.
(1) Interest.
(a) Ryerson Inc., a Delaware
corporation, or its successor (together, “ Ryerson
” or the “ Company ”), promises to pay
interest on the principal amount of this Note (“ 12%
Senior Secured Note ” and, together with the Floating
Rate Senior Secured Note, the “ Notes ”) at a
fixed rate. Ryerson will pay interest in United States dollars
(except as otherwise provided herein) semiannually in arrears on
May 1 and November 1, commencing on May 1, 2008 or
if any such day is not a Business Day, on the next succeeding
Business Day (each an “ Interest Payment Date
”). Interest on the 12% Senior Secured Notes shall accrue
from the most recent date to which interest has been paid or, if no
interest has been paid, from and including October 19, 2007;
provided that if there is no existing Default or Event of
Default in the payment of interest, and if this 12% Senior Secured
Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date (but after
October 19, 2007), interest shall accrue from such next
succeeding Interest Payment Date, except in the case of the
original issuance of 12% Senior Secured Notes, in which case
interest shall accrue from the date of authentication. Ryerson
shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1 % per annum in excess of the then
applicable interest rate on the 12% Senior Secured Notes to the
extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace
period) at the same rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year comprised of twelve 30-day
months. The interest rate on the Notes will in no event be higher
than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
(b) Registration Rights
Agreement . The Holder of this Note is entitled to the benefits
of a Registration Rights Agreement, dated as of October 19,
2007, among Rhombus Merger Corporation (subsequently merged with
and into Ryerson, “ Rhombus ”), the Guarantors
party thereto and the Initial Purchasers.
(2) Method of Payment .
Ryerson will pay interest on the 12% Senior Secured Notes (except
defaulted interest) on the applicable Interest Payment Date to the
Persons who are registered Holders of 12% Senior Secured Notes at
the close of business on the May 1 and November 1
preceding the Interest Payment Date, even if such 12% Senior
Secured Notes are cancelled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The 12% Senior
Secured Notes shall be payable as to principal, premium and
interest at the office or agency of Ryerson maintained for such
purpose within or without the City and State of New York, or, at
the option of Ryerson, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register
of Holders; provided that payment by wire transfer of
immediately available funds
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shall be required with respect to principal of,
premium, if any, and interest on, all Global Notes and all other
12% Senior Secured Notes the Holders of which shall have provided
written wire transfer instructions to Ryerson and the Paying Agent.
Such payment shall be in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of
public and private debts.
Any payments of principal of and
interest on this 12% Senior Secured Note prior to Stated Maturity
shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. The amount
due and payable at the maturity of this Note shall be payable only
upon presentation and surrender of this Note at an office of the
Trustee or the Trustee’s agent appointed for such
purposes.
(3) Paying Agent and
Registrar . Initially, Wells Fargo Bank, National Association,
the Trustee under the Indenture, shall act as Paying Agent and
Registrar. Ryerson may change any Paying Agent or Registrar without
notice to any Holder. Ryerson or any of its Restricted Subsidiaries
may act in any such capacity.
(4) Indenture . Rhombus
issued the 12% Senior Secured Notes under an Indenture, dated as of
October 19, 2007 (the “ Indenture ”), among
Rhombus, Ryerson, the Guarantors and the Trustee. The terms of the
12% Senior Secured Notes include those stated in the Indenture and
those made a part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code §§
77aaa-77bbbb) (the “ TIA ”). To the extent the
provisions of this 12% Senior Secured Note are inconsistent with
the provisions of the Indenture, the Indenture shall govern. The
12% Senior Secured Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such
terms. The 12% Senior Secured Notes issued on the Issue Date are
senior Obligations of Ryerson limited to $425,000,000 in aggregate
principal amount, plus amounts, if any, sufficient to pay premium
and interest on outstanding 12% Senior Secured Notes as set forth
in Paragraph 2 hereof. The Indenture permits the issuance of
Additional Notes subject to compliance with certain
conditions.
The payment of principal and
interest on the 12% Senior Secured Notes is unconditionally
guaranteed on a senior basis by the Guarantors.
(5) Optional Redemption
.
(a) The 12% Senior Secured Notes may
be redeemed, in whole or in part, at any time prior to
November 1, 2011, at the option of the Company upon not less
than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a
Redemption Price equal to 100% of the principal amount of the 12%
Senior Secured Notes redeemed plus the Applicable Premium as of,
and accrued and unpaid interest, if any, to, the applicable
redemption date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant
interest payment date).
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(b) The 12% Senior Secured Notes are
subject to redemption, at the option of the Company, in whole or in
part, at any time on or after November 1, 2011, upon not less
than 30 nor more than 60 days’ notice at the following
Redemption Prices (expressed as percentages of the principal amount
to be redeemed) set forth below, plus accrued and unpaid interest,
if any, to, but not including, the redemption date (subject to the
right of Holders of record on the relevant regular record date to
receive interest due on an interest payment date that is on or
prior to the redemption date), if redeemed during the 12-rnonth
period beginning November 1 of the years indicated:
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Percentage
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2011
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106.000
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%
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2012
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103.000
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2013 and thereafter
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100.000
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(c) In addition to the optional
redemption of the 12% Senior Secured Notes in accordance with the
provisions of the preceding paragraph, prior to November 1,
2010, the Company may, with the net proceeds of one or more
Qualified Equity Offerings, redeem up to 35% of the aggregate
principal amount of the outstanding 12% Senior Secured Notes
(including Additional Notes that are 12% Senior Secured Notes) at a
Redemption Price equal to 112% of the principal amount of thereof,
together with accrued and unpaid interest thereon, if any, to the
date of redemption; provided that at least 65% of the
principal amount of 12% Senior Secured Notes then outstanding
(including Additional Notes that are 12% Senior Secured Notes)
remains outstanding immediately after the occurrence of any such
redemption (excluding 12% Senior Secured Notes held by the Company
or its Subsidiaries) and that any such redemption occurs within 90
days following the closing of any such Qualified Equity
Offering.
(6) Mandatory Redemption .
Except as set forth under Sections 3.9, 4.10 and 4.14 of the
Indenture, the Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the 12%, Senior
Secured Notes.
(7) Repurchase at Option of
Holder .
(a) Upon the occurrence of a Change
of Control, each Holder will have the right to require Ryerson to
repurchase all or any part (equal to $2,000 and any integral
multiple of $1,000 in excess thereof) of such Holder’s 12%
Senior Secured Notes pursuant to the offer described below (the
“ Change of Control Offer ”) at an offer price
in cash equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest thereon to the date of purchase.
Within 30 days following any Change of Control, Ryerson will
deliver a notice to each Holder describing the transaction or
transactions that constitute the Change of Control setting forth
the procedures governing the Change of Control Offer required by
the Indenture.
(b) Upon the occurrence of certain
Asset Sales, the Company may be required to offer to purchase 12%
Senior Secured Notes.
(c) Holders of the 12% Senior
Secured Notes that are the subject of an Offer to Purchase will
receive notice of an Offer to Purchase pursuant to an Asset Sale or
a Change of Control from Ryerson prior to any related Purchase Date
and may elect to have such 12% Senior Secured Notes purchased by
completing the form titled “Option of Holder to Elect
Purchase” appearing below.
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(8) Notice of Redemption .
Notice of redemption shall be sent electronically or mailed at
least 30 days but not more than 60 days before the redemption date
to each Holder whose 12% Senior Secured Notes are to be redeemed at
its registered address. 12% Senior Secured Notes in denominations
larger than $2,000 may be redeemed in part but only in a minimum,
amount of $2,000 principal amount (and integral multiples of $1,000
in excess thereof), unless all of the 12% Senior Secured Notes held
by a Holder are to be redeemed. On and after the redemption date,
interest ceases to accrue on the 12% Senior Secured Notes or
portions hereof called for redemption.
(9) Denominations, Transfer,
Exchange . The 12% Senior Secured Notes are in registered form
without coupons in initial denominations of $2,000 and any integral
multiple of $1,000 in excess thereof. The transfer of the 12%
Senior Secured Notes may be registered and the 12% Senior Secured
Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents