Exhibit A
FORM OF SUBORDINATED SECURED NOTE
(Face of Subordinated Secured Note)
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
8% SUBORDINATED SECURED NOTE DUE 2009
[THISNOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO KEYSTONE
CONSOLIDATED INDUSTRIES, INC. (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.] 1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE SECURITIES LAWS, BUT HAS BEEN ISSUED IN RELIANCE UPON
EXEMPTIONS THEREFROM. NO TRANSFER OF THIS NOTE OR ANY INTEREST THEREIN MAY BE
MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
UNDER APPLICABLE STATE SECURITIES LAWS, UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
This instrument and the rights and obligations evidenced hereby are subordinate
in the manner and to the extent set forth in Article III of that certain
Indenture, entered into as of March 15, 2002 by and between THE COMPANY, and
U.S. Bank National Association, as trustee, to the senior indebtedness (as
defined in such indenture) OF the Company, including, without limitation, the
Peoria County Loan and Indebtedness under the Senior Credit Facility Documents,
each as defined in the indenture; and each holder of this instrument, by its
acceptance hereof, irrevocably agrees to be bound by the provisions of the
Indenture.
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
8% SUBORDINATED SECURED NOTE DUE 2009
No. __________ $
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Record Dates: February 28 and August 31 CUSIP No.
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Interest Payment Dates: March 15 and Maturity Date: March 15, 2009
September 15, commencing September 15, 2002
KEYSTONE CONSOLIDATED INDUSTRIES, INC., a Delaware corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received promises to pay to
____________________________________ or registered assigns, the principal sum of
____________________ Dollars in installments of __________ Dollars on March 15,
2007, __________ Dollars on March 15, 2008, and __________ Dollars on March 15,
2009.
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 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 the Indenture referred to on the reverse
hereof or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
[SEAL] KEYSTONE CONSOLIDATED
INDUSTRIES, INC.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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This is one of the Notes referred to in the within-mentioned Indenture:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: Dated: __________
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Name:
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Title:
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(Back of Subordinated Secured Note)
8% SUBORDINATED SECURED NOTE DUE 2009
Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.
1. Interest. The Company promises to pay interest on the outstanding
principal amount of this Note at the rate of 8% per annum from the date of
original issuance until maturity. The Company will make payments of interest
semi-annually on March 15 and September 15 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each an "Interest
Payment Date"), as follows: (i) commencing on the first Interest Payment Date
next succeeding the date of original issuance of this Note, the Company shall
pay one-half of such interest accrued since the date of original issuance on
such Interest Payment Date and thereafter until maturity the Company shall pay
one-half of such interest accrued since the immediately preceding Interest
Payment Date on each successive Interest Payment Date; and (ii) the remaining
interest accrued and unpaid shall be paid one-third on each of March 15, 2007
and March 15, 2008, and all remaining accrued and unpaid interest shall be paid
in full on March 15, 2009; provided, however, that each of the payments of such
remaining accrued and unpaid interest shall not be made until such time as the
Company has paid in full all Senior Indebtedness (including, without limitation,
the Peoria County Loan and Indebtedness under the Senior Credit Facility
Documents), as provided in the Indenture. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue payments of the principal and Redemption Price of this Note from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; the Company 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 periods) hereon from time to time on
demand at the same rate 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 Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on February 28 or August 31 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.11 of the
Indenture with respect to defaulted interest. Any such installment of interest
not punctually paid or duly provided for shall forthwith cease to be payable to
the registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special Interest Payment Date
to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders not less than 10 days prior to
such special Interest Payment Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The Notes will be
payable as to principal, Redemption Price and interest at the office of the
Paying Agent, or, at the option of the Company, payment of interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders; provided, however, that payment by wire transfer of immediately
available funds will be required with respect to principal and Redemption Price
of, and interest on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Trustee or 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.
3. Indenture. The Company issued the Notes under an Indenture dated as of
March 15, 2002 (the "Indenture") between the Company and the Trustee. 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 of 1939, as amended (15 U.S.
Code ss.ss. 77aaa-77bbbb), to the extent incorporated therein. The Notes are
subject to all such terms, and Holders are referred to the Indenture and the TIA
for a statement of such terms. The Notes are general secured obligations of the
Company to the extent of their aggregate principal amount and any accrued and
unpaid interest thereon.
4. Paying Agent and Registrar. Initially, U.S. Bank National Association,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company may act in any such capacity.
5. Optional Redemption. The Company may redeem any or all of the Notes at
any time, upon not less than 30 nor more than 60 days' prior notice in amounts
of $500 or an integral multiple thereof at the Redemption Price together with
accrued and unpaid interest to the Redemption Date. If less than all the
outstanding Notes are to be redeemed, the Trustee will select the particular
Notes or portions thereof to be redeemed by lot, pro rata or by any other method
the Trustee shall deem fair and reasonable; provided, however, that no Notes of
$500 or less shall be redeemed in part.
6. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.
7. Notice of Redemption. Subject to the provisions of the Indenture, a
notice of redemption will be mailed at least 30 days but not more than 60 days
before the Redemption Date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $500 may be redeemed in
part but only in whole multiples of $500, unless all of the Notes held by a
Holder are to be redeemed. On and after the Redemption Date interest ceases to
accrue on Notes or portions thereof called for redemption.
8. Security Documents. In order to secure the due and punctual payment of
the principal of and interest on the Notes and all other amounts payable by the
Company under the Indenture and the Notes when and as the same will be due and
payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Notes and the Indenture, the Company has granted security interests
in and liens on the Collateral owned by it to the Trustee for the benefit of the
Holders of Notes pursuant to the Indenture and the Security Documents. The Notes
will be secured by Liens on and security interests in the Collateral with the
priority contemplated in Section 11.1(a) of the Indenture and are subject to the
terms and conditions of the Intercreditor Agreement.
Each Holder, by accepting a Note, 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.
The Trustee and each Holder acknowledge that a release of any of the
Collateral or any Lien strictly in accordance with the terms and provisions of
the Security Documents and the terms and provisions of the Indenture will not be
deemed for any purpose to be an impairment of the security under the Indenture.
9. Denominations, Transfer and Exchange. The Notes are in registered form
without coupons in denominations of $500 and integral multiples of $500. The
transfer of Notes may be registered and 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 and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.
10. Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes. With respect to Global Notes, the Depositary may
grant proxies and otherwise authorize Holders of Notes represented by such
Global Notes to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a Holder of a Note is entitled to
give or take under this Indenture.
11. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture and the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for the
assumption of the Company's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, to comply with any
applicable requirements of the Commission or the TIA, or to evidence and provide
for the acceptance of appointment under the Indenture by a successor Trustee
with respect to the Notes.
12. Defaults and Remedies. Events of Default include the following: (i)
default for 30 days in the payment when due of interest on the Notes; (ii)
default in payment when due of principal or Redemption Price of the Notes when
the same becomes due and payable at maturity, upon redemption, or otherwise;
(iii) failure by the Company for 30 days after notice to the Company to comply
with any other covenant, representation, warranty or agreement in the Indenture
or the Notes by the Trustee or the Holders of at least 30% of the aggregate
principal amount of the Notes outstanding; (iv) default under certain other
agreements relating to Indebtedness of the Company which default results in the
acceleration of any Indebtedness prior to its express maturity and, in each
case, the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness the maturity of which has been so
accelerated, aggregates $10 million or more; (v) certain final judgments for the
payment of money that remain undischarged for a period of 60 days, provided that
the aggregate of all such undischarged judgments exceeds $10 million; (vi) any
of the Security Documents ceases to be in full force and effect or any of the
Security Documents ceases to give the Trustee the Liens, rights, powers and
privileges purported to be created thereby in any material respect; and (vii)
certain events of bankruptcy or insolvency with respect to the Company or any
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 30% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to payment on any Note)
if it determines in good faith that withholding notice is in their interest. The
Holders of not less than a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of the principal and Redemption Price of, or interest on, the Notes
(which may be waived only by Holders of all of the Notes then outstanding).
13. Trustee Dealings with Company. Subject to certain limitations, the
Trustee under the Indenture, in its individual or any other capacity, may become
owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee.
14. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator or stockholder of the Company, as such, shall
have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or 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.
15. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.
16. 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).
17. Governing Law. The Indenture, any supplemental indenture and this Note
shall be governed by and construed in accordance with the laws of the State of
New York, including Section 5-1401 of the General Obligation Law, but otherwise
without regard to conflict of law rules. The Company hereby irrevocably submits
to the jurisdiction of any New York state court sitting in the Borough of
Manhattan in the City of New York or any Federal court sitting in the Borough of
Manhattan in the City of New York in respect of any suit, action or proceeding
arising out of or relating to the Indenture and the Notes, and irrevocably
accept for itself and in respect of its property, generally and unconditionally,
jurisdiction of the aforesaid courts. The Company irrevocably waives, to the
fullest extent that it may effectively do so under applicable law, trial by jury
and any objection which it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. Nothing herein shall affect the right of the
Trustee or any Holder of the Notes to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Company in any other jurisdiction.
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 the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the correctness or accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Request may be made to:
Keystone Consolidated Industries, Inc.
Three Lincoln Centre
5430 LBJ Freeway
Suite 1740
Dallas, Texas 75240-2697
Attention: Secretary
ASSIGNMENT FORM
To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
(Insert assignee's soc. sec. or tax I.D. no.)
(Print or type assignee's name, address and zip code)
and irrevocably appoint agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.
Date: __________
Your Signature:_______________________
(Sign exactly as your name appears on the face of
this Note)
Signature Guarantee:_________________________________
(Signatures must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Registrar, which
requirements include membership or
participation in the Security Transfer Agent
Medallion Program ("STAMP") or such other
"signature guarantee program" as may be
determined by the Registrar in addition to,
or in substitution for, STAMP, all in
accordance with the Securities Exchange Act
of 1934, as amended.)
SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTE
OR ANOTHER GLOBAL NOTE2
The following exchanges of a part of this Global Note for Certificated
Notes or another Global Note have been made:
Amount of Amount of Principal Amount
--------------------- ---------------------- --------------------- Signature of
decrease in increase in of this Global ---------------------
Principal Amount Principal Amount Note following authorized officer
of this Global of this Global such decrease (or of Trustee or Note
Date of Exchange Note Note increase) Custodian
- --------
1 To be included only if the Note is issued in global form.
2 To be included only if the Note is issued in global form.