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Floating Rate Senior Secured Notes due 2014

Promissory Note

Floating Rate Senior Secured Notes due 2014 | Document Parties: RYERSON INC. You are currently viewing:
This Promissory Note involves

RYERSON INC.

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Title: Floating Rate Senior Secured Notes due 2014
Date: 6/17/2009
Industry: Misc. Fabricated Products     Sector: Basic Materials

Floating Rate Senior Secured Notes due 2014, Parties: ryerson inc.
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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.

 

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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:

 

Year

  

Percentage

 

2009

  

106.000

%

2010

  

103.000

%

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


 
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