Exhibit 4.2
Floating Rate Senior Secured Notes
due 2014
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.
1
RYERSON INC.
FLOATING RATE SENIOR SECURED NOTE DUE
2014
|
|
|
|
No. 001
|
|
CUSIP: 78375P AK3
|
|
|
|
ISIN: US78375PAK30
|
Ryerson Inc. promises to pay to Cede
& Co. or registered assigns, the principal sum of ONE HUNDRED
ONE MILLION EIGHT HUNDRED SEVENTY-SIX THOUSAND Dollars
$101,876,000 on November 1, 2014.
Interest Payment Dates: February 1,
May 1, August 1 and November 1, beginning February 1,
2008.
Record Dates:
January 15, April 15, July 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.
2
|
|
|
|
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 Floating Rate 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 Floating Rate Senior Secured
Note)
Floating Rate Senior Secured Notes due
2014
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
(“Floating Rate Senior Secured Note” and,
together with the Fixed Rate Notes, the “Notes”)
at a rate per annum, reset quarterly, equal to LIBOR plus 7.375%,
as determined by the Calculation Agent. Ryerson will pay interest
in United States dollars (except as otherwise provided herein)
quarterly in arrears on each February 1, May 1, August 1 and
November 1, commencing on February 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 Floating Rate 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 Floating Rate
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 Floating Rate Senior Secured Notes, in which
case interest shall accrue from the date of authentication. Rhombus
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 Floating Rate 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 by dividing the interest rate in effect hereunder for each
day by 360 and multiplying the result by the principal amount of
the Floating Rate Senior Secured Notes (such product, the
“Daily Interest Amount” for such day). The
amount of interest to be paid on the Floating Rate Senior Secured
Notes for each Interest Period will be calculated by adding the
Daily Interest Amounts for each day in the Interest Period. 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.
1
For purposes of this Section 1,
the following terms shall have the meanings indicated
below:
“Bloomberg Page
BBAMI” means the
display designated as “Page BBAMI” on the Bloomberg
service (or any successor service or such other page as may replace
Page BBAMI on that service or any successor service).
“Determination
Date” with respect
to an Interest Period, will be the second London Banking Day
preceding the first day of the Interest Period.
“Interest
Period” means the
period commencing on and including an interest payment date and
ending on and including the day immediately preceding the next
succeeding interest payment date, with the exception that the first
Interest Period shall commence on and include the Issue Date and
end on and include January 31, 2008.
“LIBOR,”
with respect to an Interest Period,
will be the rate (expressed as a percentage per annum) for deposits
in United States dollars for a three-month period beginning on the
second London Banking Day after the Determination Date that appears
on Bloomberg Page BBAMI as of 11:00 a.m., London time, on the
Determination Date. If Bloomberg Page BBAMI does not include such a
rate or is unavailable on a Determination Date, the Calculation
Agent will request the principal London office of each of four
major banks in the London interbank market, as selected by the
Company, to provide such bank’s offered quotation (expressed
as a percentage per annum), as of approximately 11:00 a.m., London
time, on such Determination Date, to prime banks in the London
interbank market for deposits in a Representative Amount in United
States dollars for a three-month period beginning on the second
London Banking Day after the Determination Date. If at least two
such offered quotations are so provided, LIBOR for the Interest
Period will be the arithmetic mean of such quotations. If fewer
than two such quotations are so provided, the Calculation Agent
will request each of three major banks in New York City, as
selected by the Company, to provide such bank’s rate
(expressed as a percentage per annum), as of approximately 11:00
a.m., New York City time, on such Determination Date, for loans in
a Representative Amount in United States dollars to leading
European banks for a three-month period beginning on the second
London Banking Day after the Determination Date. If at least two
such rates are so provided, LIBOR for the Interest Period will be
the arithmetic mean of such rates. If fewer than two such rates are
so provided, then LIBOR for the Interest Period will be LIBOR in
effect with respect to the immediately preceding Interest
Period.
“London Banking
Day” is any day in
which dealings in United States dollars are transacted or, with
respect to any future date, are expected to be transacted in the
London interbank market.
“Representative
Amount” means U.S.
$1,000,000.
The amount of interest for each day
that the Notes are outstanding (the “Daily Interest
Amount”) will be calculated by dividing the interest rate
in effect for such day by 360 and multiplying the result by the
principal amount of the Floating Rate Senior Secured Notes. The
amount of interest to be paid on the Floating Rate Senior Secured
Notes for each Interest Period will be calculated by adding the
Daily Interest Amounts for each day in the Interest
Period.
2
All percentages resulting from any
of the above calculations will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point being rounded upwards
(e.g., 9.876545% (or .09876545) being rounded to 9.87655%
(or .0987655)) and all dollar amounts used in or resulting from
such calculations will be rounded to the nearest cent (with
one-half cent being rounded upwards).
The interest rate on the Floating
Rate Senior Secured 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.
The Calculation Agent will, upon the
request of the Holder of any Floating Rate Senior Secured Note,
provide the interest rate then in effect with respect to the Notes.
All calculations made by the Calculation Agent in the absence of
manifest error will be conclusive for all purposes and binding on
the Company and the Holders of the Floating Rate Senior Secured
Notes.
(2) Method of Payment .
Ryerson will pay interest on the Floating Rate Senior Secured Notes
(except defaulted interest) on the applicable Interest Payment Date
to the Persons who are registered Holders of Floating Rate Senior
Secured Notes at the close of business on
January 15, April 15, July 15 and October
15 preceding the Interest Payment Date, even if such Floating Rate
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
Floating Rate 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 shall be required with
respect to principal of, premium, if any, and interest on, all
Global Notes and all other Floating Rate 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 Floating Rate 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 Floating Rate 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 Floating Rate Senior
Secured
3
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 Floating Rate Senior Secured Note are
inconsistent with the provisions of the Indenture, the Indenture
shall govern. The Floating Rate 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 Floating Rate Senior Secured
Notes issued on the Issue Date are senior Obligations of Ryerson
limited to $150,000,000 in aggregate principal amount, plus
amounts, if any, sufficient to pay premium and interest on
outstanding Floating Rate 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 Floating Rate Senior Secured Notes is
unconditionally guaranteed on a senior basis by the
Guarantors.
(5) Optional Redemption
.
(a) The Floating Rate Senior Secured
Notes may be redeemed, in whole or in part, at any time prior to
November 1, 2009, at the option of the Company upon not less
than 30 nor more than 60 days’ prior notice sent
electronically or mailed by first-class mail to each Holder’s
registered address, at a Redemption Price equal to 100% of the
principal amount of the Floating Rate 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).
(b) The Floating Rate 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, 2009,
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-month period beginning November 1 of the years
indicated:
|
|
|
|
|
|
|
Percentage
|
|
|
2009
|
|
106.000
|
%
|
|
2010
|
|
303.000
|
%
|
|
2011 and thereafter
|
|
100.000
|
%
|
(c) In addition to the optional
redemption of the Floating Rate 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 Floating Rate Senior
Secured Notes (including Additional Notes that are Floating Rate
Senior Secured Notes) at a Redemption Price equal to 100.00% of
th