EXHIBIT 4.2
[FORM OF FACE OF EXCHANGE NOTE]
[Depository Legend, if applicable]
No. Principal Amount $[____________]
CUSIP NO. _____________
BAYOU STEEL CORPORATION
[__]% First Mortgage Note due 200[_]
Bayou Steel Corporation, a Delaware corporation promises to pay to
[___________], or registered assigns, the principal sum of [__________________]
Dollars on [________], 200[_].
Interest Payment Dates: [______________].
Record Dates: [______________].
Additional provisions of this Security are set forth on the other
side of this Security.
Dated: BAYOU STEEL CORPORATION
By:
Attest by:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
FIRST NATIONAL BANK OF COMMERCE
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.
By__________________________
Authorized Signatory [DATE]
[FORM OF REVERSE SIDE OF EXCHANGE NOTE]
[__]% First Mortgage Note due 200[_]
1. Interest
Bayou Steel Corporation, a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above.
The Company will pay interest semiannually on [_________] and
[________] of each year. Interest on this Security will accrue from the most
recent date to which interest has been paid on this Security or, if no interest
has been paid, from [ISSUE DATE]. The Company shall pay interest on overdue
principal (plus interest on such interest to the extent lawful), at the rate
borne by this Security to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
2. Method of Payment
The principal of and interest on this Security shall be payable at the
office or agency of the Paying Agent in The City of New Orleans, maintained for
such purpose; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; provided,
further, that a Holder of $10,000,000 in aggregate principal amount of
Securities of any series shall be entitled to receive payments of interest by
wire transfer in immediately available funds (but only if appropriate payment
instructions have been received in writing by the Paying Agent not less than 15
calendar days prior to the applicable Interest Payment Date).
3. Paying Agent and Security Registrar
Initially, First National Bank of Commerce, a national banking
association ("Trustee"), will act as Paying Agent and Security Registrar. The
Company may appoint and change any Paying Agent without notice to any Holder.
The Company may act as Paying Agent.
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4. Indenture
The Company issued this Security under an Indenture dated as of May
22, 1998 (as it may be amended or supplemented from time to time in accordance
with the terms thereof, the "Indenture"), among the Company and the Trustee. The
terms of this Security include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
(S)(S) 77aaa-77bbbb) as in effect from time to time (the "Act"). Capitalized
terms used herein and not defined herein have the meanings ascribed thereto in
the Indenture. This Security is subject to all such terms, and the Holder of
this Security is referred to the Indenture and the Act for a statement of those
terms.
The Securities are senior secured obligation of the Company. This
Security is one of the [1998] Exchange Notes referred to in the Indenture. The
[1998] Initial Notes and the [1998] Exchange Notes are treated as a single
series of Securities under the Indenture. The Indenture imposes certain
limitations on, among other things, the ability of the Company to incur
additional Indebtedness; create Liens; make Restricted Payments; engage in
certain transactions with stockholders and Affiliates; engage in Sale and
Leaseback Transactions; dispose of assets; issue Preferred Stock of
Subsidiaries; transfer assets to its subsidiaries; enter into agreements that
restrict the ability of its Subsidiaries to make dividends and distributions;
engage in mergers, consolidations and transfers of substantially all of the
Company's assets; make certain Investments, loans, and advances; and create Non-
Recourse Subsidiaries. These limitations are subject to a number of important
qualifications and exceptions. The Company must report to the Trustee annually
its compliance with the limitations contained in the Indenture.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
5. Mandatory Redemption
Upon a Change of Control, the Holder of this Security will have the
right to cause the Company to repurchase all or any part of this Security at a
purchase price in cash equal to 101% of the principal amount hereof, plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the
right of the Holder of record on the
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relevant record date to receive interest due on the relevant interest payment
date) as provided in, and subject to the terms of, the Indenture.
Section 6.15 of the Indenture provides that after certain Asset Sales,
subject to certain limitations contained therein, the Company may be required to
make an offer to purchase all or a portion of this Security in accordance with
the procedures set forth in the Indenture.
6. Optional Redemption
[The Company, at its option, may redeem this Security, in whole or in
part, from time to time on and after [__________, 2003], at the redemption
prices set forth below (expressed as a percentage of the principal amount
thereof), in each case together with accrued interest, if any, to the date of
redemption, if redeemed during the twelve-month period beginning
[_______________] of the years indicated below:
Year Percentage
---- ----------
[2003] ___.__%
[2004] ___.__%
[2005] ___.__%
[2006] and thereafter 100.00%
provided that if the date fixed for redemption is [________] or [________], then
the interest payable on such date shall be paid to the Holder of record on the
next preceding [_________] or [__________].
Prior to [__________], 2001, the Company may, at its option, from time
to time, redeem up to 35% of the original aggregate principal amount of the 1998
Securities at a redemption price equal to ___% of the principal amount thereof,
together with accrued and unpaid interest, if any, to the date of redemption
with all or a portion of the net proceeds of public sales of common stock of the
Company; provided, that at least 65% of the original aggregate principal amount
of the 1998 Securities remains outstanding immediately after the occurrence of
such redemption; and provided, further,
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that such redemption shall occur within 60 days of the date of the closing of
the related sale of common stock of the Company.
At any time prior to [____________], 2003, the Company may, at its
option, redeem the 1998 Securities, in whole but not in part, upon the
occurrence of a Change of Control, at a redemption price equal to 100% of the
principal amount thereof, together with the Applicable Premium as of, and
accrued and unpaid interest, if any, to, the date of redemption.]
In the event that less than all of the Securities of any series are to
be redeemed, the Trustee shall select the Securities of such series to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities being redeemed are listed,
or, if the Securities are not listed on a national securities exchange, on a pro
rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate; provided, that no Securities of $1,000 or less shall be redeemed in
whole or in part.
At least 30 days but not more than 60 days prior to a redemption date
(but, in the case of any redemption of this Security pursuant to a Change of
Control, in no event more than 90 days after the occurrence of such Change of
Control), the Company shall mail or cause the mailing of a notice of redemption
by first-class mail to the Holder of this Security at its registered address.
If this Security is to be redeemed in part only, the notice of redemption shall
state the portion of the principal amount to be redeemed. A new Security in a
principal amount equal to the unredeemed portion hereof will be issued in the
name of the Holder hereof upon cancellation of the original Security. On and
after the redemption date, interest will cease to accrue on this Security or the
portion hereof called for redemption unless the Company defaults in the payment
of the redemption price or accrued interest.
7. Senior Secured Obligations
The Securities are senior obligations of the Company, secured by a
first priority lien, subject to certain exceptions, on the Collateral owned by
it to the Collateral Agent for the benefit of the Holders pursuant to the
Indenture and the Security Documents. The Recourse Subsidiaries of the Company
shall, by executing the Indenture, guarantee the obligations of the Company with
respect to the Securities. The Securities will rank senior in right of payment
to all future subordinated indebtedness of the Company. The Subsidiary
Guarantees will be secured by the Collateral assigned
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by such Subsidiary pursuant to a Subsidiary Security Agreement.
Each Holder, by accepting a Security, agrees to all of the terms and
provisions of the Security Documents, as the same may be amended from time to
time pursuant to the respective provisions thereof and the Indenture, and hereby
irrevocably appoints the Trustee as its special attorney-in-fact for the Holder
and vests the Trustee on behalf of the Holder with full power to act on such
▇▇▇▇▇▇'s behalf and enforce the Security Documents for the benefit of the
Holder.
The Trustee, the Collateral Agent and each Holder acknowledges that a
release of any of the Collateral or any Lien strictly in accordance with the
terms and provisions of the Indenture and Security Documents will not be deemed
for any purpose to be an impairment of the Security under the Indenture.
8. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in denominations
of principal amount of $1,000 and whole multiples of $1,000. A Holder may
transfer or exchange Securities in accordance with the Indenture and the face of
this Security. The Company shall provide for the registration of Securities and
of transfers of Securities in the Security Register. The Security Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents. No service charge shall be made to the Holder of this
Security for any registration of transfer or exchange, but the Company may
require the payment of a sum sufficient to cover any transfer tax, assessments
or similar governmental charge payable in connection therewith (other than any
such transfer taxes or similar governmental charges payable upon exchanges or
transfers pursuant to Section 11.6 of the Indenture). The Security Registrar
shall not be required to register the transfer of or exchange any Securities for
a period beginning (i) 15 Business Days before the mailing of a notice of an
offer to repurchase the Securities of the same series as this Security and
ending on the close of business on the day of such mailing or (ii) 15 Business
Days before an interest payment date for this Security and ending on such
interest payment date.
9. Persons Deemed Owners
The registered holder of this Security may be treated as the owner of
it for all purposes.
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10. Unclaimed Money
If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment as unsecured general creditors.
11. Defeasance
Subject to certain conditions set forth in the Indenture, the Company
at any time may terminate some or all of its obligations with respect to this
Security and the Indenture if the Company deposits with the Trustee money or
U.S. Government Obligations for the payment of principal and interest on the
series of Securities, of which this Security is a part, to maturity.
12. Supplemental Indentures, Amendment, Waiver
From time to time, the Company and the Subsidiary Guarantors when
authorized by a Board Resolution, and the Trustee (or the Collateral Agent, if a
party thereto), may, without the consent of any Holders, supplement the
Indenture, or amend or waive the Security Documents or the Securities of any
series for certain specified purposes, including, among other things, curing
ambiguities, defects, or inconsistences maintaining the qualification of the
Indenture under the Trust Indenture Act, making any change that does not
adversely affect the rights of any Holder of Securities of any series or
mortgaging, pledging, or granting a security interest in favor of the Collateral
Agent as additional security for the payment and performance of the obligations
of the Company under the Indenture, in any property or assets, including any
which are required to be mortgaged, pledged or hypothecated, or in which a
security interest is required to be granted, to the Collateral Agent pursuant to
any Security Document or otherwise, to establish the terms of Securities of any
series as permitted by Section 3.1(a) of the Indenture, to supplement any
provisions of the Indenture to such extent as shall be necessary to permit or
facilitate the issuance of the Securities of any series initially as securities
registered under the Securities Act; provided, that any such action shall not
adversely affect the interests of the Holders of any other series, or to add any
Person who becomes a Recourse Subsidiary of the Company after the date of the
Indenture as a party to the Indenture.
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Other amendments, modifications and supplements of the Indenture, the
Securities of any series or the Security Documents may be made by the Company,
the Collateral Agent (if a party thereto) and the Trustee with the consent of
the Holders of not less than a majority of the aggregate principal amount of the
Outstanding Securities of each series affected by such amendment waiver or
supplement; provided, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Security affected thereby, (1) change
the Stated Maturity of the principal of, or any installment of interest on, any
Security, or alter the redemption provisions or reduce the principal amount
thereof or the rate of interest thereon, or change the place of payment where,
or the coin or currency in which, any Security or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Maturity Date thereof; or (2) reduce the percentage in principal
amount of the Outstanding Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of the
Indenture or certain defaults hereunder and their consequences) provided for in
the Indenture; or (3) modify any of the provisions of Sections 8.8, 8.13 or 11.2
of the Indenture except to increase any such percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby; or (4)
affect the ranking of the Securities of any series or the Liens in favor of the
Trustee, the Collateral Agent and the Holders of Securities of any series in a
manner adverse to the Holders or release all or substantially all of the
Collateral.
13. Defaults and Remedies
If an Event of Default (other than an Event of Default specified in
Section 8.1(vii), (viii) or (xi) of the Indenture) occurs and is continuing with
respect to Outstanding Securities of any series, the Trustee or the Holders of
at least 25% of the principal amount of the Outstanding Securities of such
series by notice to the Company (and to the Trustee if such notice is given by
the Holders) may declare the principal amount and accrued interest on the
Securities of that series to be immediately due and payable. If an Event of
Default specified in Section 8.1(vii), (viii) or (xi) of the Indenture occurs,
the principal amount and accrued interest shall ipso facto become and be
immediately due and payable on all Outstanding Securities without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in principal amount of the then Outstanding Securities of any
series by notice to the Trustee and the Company may rescind an acceleration and
its consequences with respect to such series if the Company has paid or
deposited with the Trustee a sum
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sufficient to pay all amounts due on Securities of that series, other than
amounts due by declaration of acceleration, and all existing Events of Default,
other than the nonpayment of the principal of the Securities of that series
which have became due solely by such declaration of acceleration have been cured
or waived. The Holders of a majority in principal amount of the Outstanding
Securities of any series also have the right to waive certain past defaults
under the Indenture with respect to such series, except a default in the payment
of the principal of, premium, if any, or interest on any Security of such
series, or in respect of a covenant or a provision which cannot be modified or
amended without the consent of all Holders of Securities of such series.
Holders of Securities of any series may not enforce the Indenture or
the Securities of such series except as provided in the Indenture. The Trustee
may refuse to enforce the Indenture or the Securities of any series unless it
receives reasonable indemnity or security. Subject to certain limitations,
Holders of a majority in principal amount of the Securities of any series may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Securities of any series notice of any continuing
Default or Event of Default (except a Default or Event of Default in payment of
principal or interest) if it determines that withholding notice is in their
interest.
14. Trustee Dealings with the Company
Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its affiliates and may otherwise deal
with the Company or its affiliates with the same rights it would have if it were
not Trustee.
15. No Recourse Against Others
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Holder waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.
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16. Authentication
This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.
17. 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
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).
18. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on this Security. No representation is made as to the accuracy of such
numbers as printed on this Security and reliance may be placed only on the other
identification numbers placed thereon.
19. Governing Law
This Security shall be governed by, and construed in accordance with,
the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.
The Company will furnish to any Holder upon written request and
without charge to the Holder a copy of the Indenture which has in it the text of
this Security in larger type. Requests may be made to:
Bayou Steel Corporation
P.O. Box ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Secretary
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
--------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint _____________________ agent to transfer this Security on
the books of the Company. The agent may substitute another to act for him.
Date: _______________ Your Signature ____________________
Signature Guarantee: ____________________________________
(Signature must be guaranteed)
Sign exactly as your name appears on the other side of this Security.
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
[TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been
made:
Amount of decrease in Amount of increase in Principal Amount of this Signature of authorized
Date of Principal Amount of this Principal Amount of this Global Security following signatory of Trustee or
Exchange Global Security Global Security such decrease or increase Securities Custodian
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company
pursuant to Section 6.15 or Section 6.19 of the Indenture, check the box:
[_]
If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 6.15 or Section 6.19 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000): $
Date: _______________ Your Signature: _________________________
(Sign exactly as your name appears on the other side
of the Security)
Signature Guarantee: _______________________________________
(Signature must be guaranteed)
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.