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12% SENIOR SECURED NOTE DUE 2015

Promissory Note

12% SENIOR SECURED NOTE DUE 2015 | Document Parties: RYERSON INC. | CEDE & CO You are currently viewing:
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RYERSON INC. | CEDE & CO

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Title: 12% SENIOR SECURED NOTE DUE 2015
Date: 6/17/2009
Industry: Misc. Fabricated Products     Sector: Basic Materials

12% SENIOR SECURED NOTE DUE 2015, Parties: ryerson inc. , cede & co
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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

 

No. 001

  

CUSIP: 78375P AL1

  

ISIN: US78375P AL13

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.

By:

 

/s/ Terence R. Rogers

 

Name: Terence R. Rogers

Title: Chief Financial Officer

 

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

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:

 

/s/ Lynn M. Steiner

 

Authorized Signatory


(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:

 

Year

  

Percentage

 

2011

  

106.000

%

2012

  

103.000

%

2013 and thereafter

  

100.000

%

(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


 
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