Form of Chaparral Steel Company's 10% Senior Note due 2013



 Exhibit 4.4 
 Form of Chaparral Steel Company’s 10% Senior Note due 2013 
  
 CUSIP 159423 AD 4 
 ISIN US159423AD40 
  

			
	No. R-1	 	**$300,000,000**

  
 CHAPARRAL STEEL COMPANY

  
 10% Senior Notes due 2013 
  
 Chaparral Steel Company, a Delaware corporation (the
“Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of Three Hundred Million Dollars
($300,000,000) on July 15, 2013. 
  
 Interest Payment Dates:
January 15 and July 15, commencing January 15, 2006. 
  
 Record Dates: January 1 and July 1. 
  
 Dated:
November 30, 2005 
  
 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. 







 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly
authorized officers. 
  

			
	 CHAPARRAL STEEL COMPANY

		
	 By: 
	 	 



			
	 Name:
	 	 



			
	 Title:
	 	 



			
		
	 By: 
	 	 



			
	 Name:
	 	 



			
	 Title:
	 	 


  

			
	This is one of the Notes referred to in the
within-mentioned Indenture:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee

		
	By:	 	 
	 	 	Authorized Signatory








 CHAPARRAL STEEL COMPANY 
  
 10% Senior Notes due 2013 
  
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF CHAPARRAL STEEL COMPANY. 
  
 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 principal amount of this Note at
10% per annum from the date hereof until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company shall pay interest and Liquidated Damages, if
any, semi-annually in arrears on January 15 and July 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”). Interest on the Notes shall accrue from
the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be January 15,
2006. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then
in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 
  
 2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to
the Persons who are registered Holders of Notes at the close of business on the record date immediately 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 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose
in The City of New York, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by
wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global Notes and to any Holder of $1.0 million or more of Notes which shall have provided wire
transfer instructions to the Company 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. Paying Agent and Registrar. Initially, the Trustee
under the Indenture shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
  
 4. Indenture. The Company issued the Notes under an
Indenture dated as of July 6, 2005 (“Indenture”) among the Company, the Guarantors 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. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions 








 
of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited aggregate principal amount
of Additional Notes may be issued thereunder. 
  
 5. Optional Redemption. Except as set forth in paragraph 5(b) below, the Company shall not have the option to redeem any Notes prior to July 15, 2009. Thereafter, the Company shall have the option to redeem the Notes, in whole
or in part, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning on July 15, of the years indicated below (subject to the right of Holders on the relevant record date to receive interest due on the related interest payment
date): 
  

				
	 Year

	  	Percentage

	 
	 2009
	  	105.000	%
	 2010
	  	102.500	%
	 2011 and thereafter
	  	100.000	%

  
 Notwithstanding the foregoing, at any time prior to July 15, 2008, the Company may redeem up to 35% of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes) at a redemption
price of 110.000% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that (A) at least
65% of the aggregate principal amount of the Notes originally issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its
Subsidiaries; and (B) the redemption must occur within 90 days of the date of the closing of such Equity Offering. 
  
 In addition, at any time prior to July 15, 2009, the Company may redeem all or part of the Notes upon not less than 30 days nor
more than 60 days’ notice at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the applicable date of redemption, plus (iii) the Make-Whole Premium.

  
 6. Repurchase at Option of Holder.
(a) If a Change of Control occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to an offer by the Company
(a “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment (a “Change of Control Payment”) in cash of 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, thereon, to the date of repurchase (the “Change of Control Payment Date”, which date shall be no earlier than the date of such Change of Control). Within 30 days following any Change of Control, the
Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which shall be no earlier
than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. 
  

(b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option:
(i) to repay Indebtedness under the Credit Facilities or Unsubordinated Indebtedness secured by such assets and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or
(ii) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 90 days after the date of such binding agreement and (y) if such
purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)). Pending the final applications of any such Net Proceeds, the Company may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the next preceding sentence will
constitute “Excess Proceeds.” Within ten days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other
Unsubordinated Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase with 








 
the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other Unsubordinated Indebtedness that may be purchased out of
the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other Unsubordinated Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, Notes and such other Unsubordinated Indebtedness to be purchased shall be selected on a pro rata basis based on the principal amount of Notes and such other Unsubordinated
Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
  
 7. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. 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 is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or
exchange any Note for a period of 15 days before a selection of Notes to be redeemed. Transfer may be restricted as provided in the Indenture. 
  
 8. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes. 
  
 9. Amendment, Supplement and 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 principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, the 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to, among other things, cure any ambiguity, defect or inconsistency, or to make any change that does not adversely affect the legal rights under the Indenture of any such Holder. 
  
 10. Defaults and Remedies. In the case of an Event of
Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes
will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes
to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Holders of the Notes 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 Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium, interest or Liquidated Damages) if it determines that withholding notice is in their interest. Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee
may, on behalf of the Holders of all of the Notes, rescind and annul a declaration of acceleration pursuant to Section 6.02 of the Indenture, and its consequences, and waive any related existing Default or Event of Default if certain conditions
are satisfied. 
  
 With respect to periods after
July 15, 2009, in the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to Section 3.07(a) of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.
With respect to periods prior to July 15, 2009, if an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding the prohibition on redemption of the Notes, then the premium specified in Section 3.07(c) of the Indenture that would have been 








 
payable upon redemption at the time the Event of Default occurs shall also become immediately due and payable to the extent permitted by law upon the
acceleration of the Notes. 
  
 11. Trustee
Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not the Trustee. 
  
 12. No Recourse
Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note
Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 
  
 13. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating
agent. 
  
 14. 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 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. 
  
 15. Guarantee. The Company’s obligations under
the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. 
  
 16. Copies of Documents. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be
made to: 
  
 Chaparral Steel Company 

300 Ward Road 
 Midlothian, TX 76065 
  
 Facsimile:
972-779-1944 
 Attention: General Counsel 







 ASSIGNMENT FORM 
  
 To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to: 	 	 
	 	 	(Insert assignee’s legal name)

  

	
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)

  

	
	 
	
	 
	
	 
	
	 
	(Print or type assignee’s name, address and zip code)

  

			
	and irrevocably appoint 	 	 

  
 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*:
                                       
  


  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 









 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the
Indenture, check the appropriate box below: 
  

			
	 ̈ Section 4.10	 	  ̈
Section 4.14


  
 If you
want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 
  
 $                     
  
 Date:
                                        


			
		
	 Your Signature:
	 	 
	         (Sign exactly as your name appears on the face of this Note)


  

			
		
	Tax Identification No.: 	 	 


  
 Signature
Guarantee*:
                                        

  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 









 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 
  
 The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange

	  	 Amount of Decrease
in
Principal Amount at
Maturity
of this Global Note

	  	Amount of Increase
in
Principal Amount at
Maturity
of this Global Note

	  	Principal Amount at
Maturity
of this Global Note
Following such
decrease (or increase)

	  	Signature of
Authorized Officer
of Trustee or
Note Custodian