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Exhibit 4.3
[FACE OF NOTE]
AmeriSteel Corporation
8 3/4% Senior Note Due 2008
CUSIP _________
No. _______ $_________________
AmeriSteel Corporation, a Florida corporation (the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to ___________, or its registered assigns,
the principal sum of ____________________________________ ($___________) on
April 15, 2008.
Initial Interest Rate: ___% per annum.
Interest Payment Dates: April 15 and October 15 of each
year commencing October 15, 1998.
Regular Record Dates: October 1 and April 1 of each
year.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.
Date: ________, 1998 AMERISTEEL CORPORATION
By: _____________________________
Title:
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(Form of Trustee's Certificate of Authentication)
This is one of the 8 3/4% Senior Notes Due 2008 described in the
within-mentioned Indenture.
STATE STREET BANK AND
TRUST COMPANY, as Trustee
By: _____________________________
Authorized Signatory
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[REVERSE SIDE OF NOTE]
AmeriSteel Corporation
8 3/4% Senior Note Due 2008
1. Principal and Interest.
The Company shall pay the principal of this Note on April 15,
2008.
The Company promises to pay interest on the principal amount
of this Note on each Interest Payment Date, as set forth below, at the rate of
8 3/4% per annum.
Interest will be payable semiannually (to the holders of
record of the Notes (or any Predecessor Notes) at the close of business on the
October 1 or April 1 immediately preceding the Interest Payment Date) on each
Interest Payment Date, commencing October 15, 1998.
If (a) the Company fails to file the Exchange Registration
Statement required by the Registration Rights Agreement on or prior to the 60th
calendar day following the Closing Date or (b) the Exchange Offer is not
consummated or a Shelf Registration Statement is not declared effective on or
prior to the 150th calendar day following the Closing Date, the interest rate
borne by the Notes will be increased by 0.5 percent per annum for the first 30
days following the 45-day period referred to in clause (a) above or the first
90-day period following the 150-day period referred to in the case of clause
(b) above. Such interest will increase by an additional 0.5 percent per annum
at the beginning of each subsequent 30-day period in the case of clause (a)
above or 90-day period in the case of clause (b) above; provided, however, that
in no event will the interest rate borne by the Notes be increased by more than
1.5 percent. Upon the filing of the Exchange Offer Registration Statement, the
consummation of the Exchange Offer or the effectiveness of a Shelf Registration
Statement, as the case may be, the interest rate borne by the Notes from the
date of such filing, consummation or effectiveness, as the case may be, will be
reduced to the original interest rate; provided, however, that, if after any
such reduction in interest rate, a different event specified in clause (a) or
(b) above occurs, the interest rate may again be increased pursuant to the
foregoing provisions.
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Interest on this Note will accrue from the most recent date to
which interest has been paid or duly provided for or, if no interest has been
paid, from April 3, 1998. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent
lawful, at a rate per annum equal to the rate of interest applicable to the
Notes.
2. Method of Payment.
The Company shall pay interest (except defaulted interest) on
the principal amount of the Notes on each Interest Payment Date to the persons
who are Holders (as reflected in the Register at the close of business on the
Regular Record Date immediately preceding the Interest Payment Date), in each
case, even if the Note is cancelled on registration of transfer or registration
of exchange after such record date; provided that, with respect to the payment
of principal, the Company shall make payment to the Holder that surrenders this
Note to any Paying Agent on or after April 15, 2008.
The principal of (and premium, if any), and interest on the
Notes shall be payable, and the Notes shall be exchangeable and transferable, at
the office or agency of the Company in The City of New York maintained for such
purposes (which initially shall be the agency of the Trustee located at ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇) or, at the option of the
Company, interest may be paid by check mailed to the address of the Person
entitled thereto as such address shall appear on the Register; provided that all
payments with respect to the Global Note and the Certificated Notes the Holder
of which have given wire transfer instructions to the Company shall be required
to be made by wire transfer of immediately available funds to the accounts
specified by the Holders thereof.
3. Paying Agent and Registrar.
Initially, the Trustee will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar upon written notice thereto
and without notice to any Holder. The Company, any Subsidiary or any Affiliate
of any of them may act as Paying Agent, Registrar or co-registrar.
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4. Indenture; Limitations.
The Company issued the Notes under an Indenture dated as of
April 15, 1998 (the "Indenture"), among the Company, the Subsidiary Guarantors
and State Street Bank and Trust Company, as trustee (the "Trustee"). Capitalized
terms herein are used as defined in the Indenture unless otherwise indicated.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act. The Notes are subject
to all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture shall control.
The Notes are general unsecured obligations of the Company.
5. Redemption.
Optional Redemption. The Notes may be redeemed on not less
than 30 nor more than 60 days' prior notice to the Holders at the option of the
Company, in whole or in part, at any time and from time to time on or after
April 15, 2003, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest, if any, to 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 April 15
of each of the years set forth below:
Redemption
Year Price
---- -----
2003 . . . . . . . . . . . . . . . . . . . . . . . . . 104.375%
2004 . . . . . . . . . . . . . . . . . . . . . . . . . 102.917%
2005 . . . . . . . . . . . . . . . . . . . . . . . . 101.458%
2006 and thereafter . . . . . . . . . . . . . . . . . 100.000%
and thereafter at 100% of the principal amount, together with accrued interest,
if any, to the Redemption Date.
In addition, at any time or from time to time on or prior to
April 15, 2001, the Company may redeem, on one or more occasions, up to 35% of
the sum of (i) the initial aggregate principal amount of the Notes and (ii) the
initial aggregate principal amount of any Additional Notes with the net proceeds
of one or more Public Equity Offerings at a
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Redemption Price equal to 108.75% of the principal amount thereof, plus accrued
interest, if any, to the Redemption Date (subject to the right of holders of
record on the relevant record date to receive interest due on an interest
payment date); provided that, immediately after giving effect to such
redemption, at least 65% of the initial aggregate principal amount of the Notes
excluding the Additional Notes remains outstanding; and provided further that
such redemptions shall occur within 60 days of the date of closing of each
Public Equity Offering.
Notice of a redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder to be redeemed at
such ▇▇▇▇▇▇'s last address as it appears in the Register. Notes in original
denominations larger than $1,000 may be redeemed in part in integral multiples
of $1,000. On and after the Redemption Date, interest ceases to accrue on
Notes or portions of Notes called for redemption, unless the Company defaults
in the payment of the Redemption Price.
If less than all the Notes or Additional Notes, if any, are to
be redeemed, the particular Notes or Additional Notes to be redeemed will be
selected not more than 60 days prior to the redemption date by the Trustee by
such method as the Trustee deems fair and appropriate.
6. Repurchase upon a Change in Control and Asset Sales.
(a) If a Change of Control occurs at any time, then,
unless irrevocable notice of redemption for all of the Notes is given
within 30 days after the occurrence of such Change of Control in
accordance with the provisions of Section 1015 of the Indenture, each
holder of Notes shall have the right to require that the Company
purchase such holder's Notes or Additional Notes, as applicable, in
whole or in part in integral multiples of $1,000, at a purchase price
in cash equal to 101% of the principal amount of such Notes or
Additional Notes, plus accrued and unpaid interest, if any, to the
date of purchase, pursuant to the offer described below (the "Change
of Control Offer"); and
(b) Upon Asset Sales, the Company may be obligated to
make offers to purchase Notes with a portion of the Net Cash Proceeds
of such Asset Sales at a Redemption Price of 100% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date
of purchase.
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7. Denominations; Transfer; Exchange.
The Notes are in registered form without coupons, in
denominations of $1,000 and multiples of $1,000 in excess thereof. A Holder may
register the transfer or exchange of Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
or exchange of any Notes selected for redemption (except the unredeemed portion
of any Note being redeemed in part). Also, it need not register the transfer or
exchange of any Notes for a period of 15 days before a selection of Notes to be
redeemed is made.
8. Persons Deemed Owners.
A Holder may be treated as the owner of a Note for all
purposes.
9. Unclaimed Money.
If money for the payment of principal, premium, if any, or
interest remains unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Company at its request. After that, Holders entitled
to the money must look to the Company for payment, unless an abandoned property
law designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.
10. Discharge Prior to Redemption or Maturity.
If the Company irrevocably deposits, or causes to be deposited,
with the Trustee money or U.S. Government Obligations sufficient to pay the
then outstanding principal of, premium, if any, and accrued interest on the
Notes (a) to redemption or maturity, the Company shall be discharged from the
Indenture, the Notes and the Note Guarantees, except in certain circumstances
for certain sections thereof, and (b) to the Stated Maturity, the Company shall
be discharged from certain covenants set forth in the Indenture.
11. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the Notes then outstanding, and any
existing default or compliance with any provision may be waived with the consent
of the Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or the consent of any Holder, the
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parties thereto may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency.
12. Restrictive Covenants.
The Indenture contains certain covenants, including, without
limitation, covenants with respect to the following matters: (i) Indebtedness;
(ii) Restricted Payments; (iii) issuances and sales of preferred stock of
Restricted Subsidiaries; (iv) transactions with Affiliates; (v) Liens; (vi)
certain Asset Sales; (vii) dividends and other payment restrictions affecting
Restricted Subsidiaries; (viii) mergers, consolidations or sales of assets.
Within 120 days after the end of each fiscal year, the Company must report to
the Trustee on compliance with such limitations.
13. Successor Persons.
When a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations.
14. Remedies for Events of Default.
If an Event of Default, as defined in the Indenture, occurs and
is continuing, the Trustee or the Holders of not less than 25% in principal
amount of the Notes then outstanding may declare all the Notes to be immediately
due and payable. If a bankruptcy or insolvency default with respect to the
Company or any of its Significant Subsidiaries occurs and is continuing, the
Notes automatically become immediately due and payable. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of at least a majority in
principal amount of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power.
15. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may make loans to, accept
deposits from, perform services for, and otherwise deal with, the Company and
its Affiliates as if it were not the Trustee.
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16. Authentication.
This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Note.
17. Governing Law.
The Notes shall be governed by the law of the State of New
York.
18. Abbreviations.
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
19. No Recourse Against Others.
A director, officer, employee, incorporator or stockholder of
the Company, as such, shall not have any liability for any obligations of the
Company under the Notes, the Indenture or the Note Guarantees or for any claim
based on, in respect of, or by reason of, such obligations of their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.
The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to AmeriSteel
Corporation, ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Chief Executive Officer.
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[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
(Please print or typewrite name and address including zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
attorney to transfer such Note on the books of the Company with full power of
substitution in the premises.
[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL CERTIFICATES]
In connection with any transfer of this Note occurring prior to
the date which is the earlier of the date of an effective Registration Statement
or April 3, 2000, the undersigned confirms that, without utilizing any general
solicitation or general advertising that:
[Check One]
[ ] (a) this Note is being transferred in compliance with the exemption
from registration under the Securities Act of 1933, as amended, provided by Rule
144A thereunder.
or
[ ] (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.
If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 307 of the Indenture shall have
been satisfied.
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Date: NOTICE: The signature to
this assignment must
correspond with the name as
written upon the face of the
within-mentioned instrument
in every particular, without
alteration or any change
whatsoever.
Signature Guarantee:
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated:
NOTICE: To be executed by an
executive officer
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OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by the Company pursuant
to Section 1015 or Section 1016 of the Indenture, check the Box: [ ].
If you wish to have a portion of this Note purchased by the
Company pursuant to Section 1015 or Section 1016 of the Indenture, state the
amount (in original principal amount) below:
$_____________________.
Date:
Your Signature:
(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee:
Tax ID #: __________________