EX-4.6



 Exhibit 4.6 

FORM OF 11 1/4% SENIOR NOTE 

(Face of 11 1/4% Senior Note) 

11 
1/4% Senior Notes due 2018 

[Global Notes Legend] 
 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. 







 RYERSON INC. 
 JOSEPH T. RYERSON & SON, INC. 
 11 1/4% SENIOR NOTE DUE 2018 
  

					
	No. [        ]	  	144A CUSIP:	  	[        ]
		  	144A ISIN:	  	[        ]
			
		  	REG S CUSIP:	  	[        ]
		  	REG S ISIN:	  	[        ]

 Ryerson Inc. and Joseph T. Ryerson & Son, Inc., as joint and several obligors, promise to pay to
Cede & Co. or registered assigns, the principal sum of          Dollars ($         ) on October 15, 2018. 

Interest Payment Dates: April 15 and October 15, beginning April 15, 2013 

Record Dates: April 1 and October 1 
 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:	 	  

		 	Name:
		 	Title:
	
	JOSEPH T. RYERSON & SON, INC.
		
	By:	 	  

		 	Name:
		 	Title:


 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the 11 1/4% Senior Notes 
 referred to in the within-mentioned Indenture: 
 Dated: 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 
  

			
	By:	 	  

		 	Authorized Signatory


  
 - 3 -









 (Reverse of 11 1/4% Senior Note) 
 11 1/4% Senior Notes due 2018 
 RYERSON INC. 

JOSEPH T. RYERSON & SON, 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, and Joseph T. Ryerson & Son, Inc., a Delaware corporation (collectively, the “Issuers”), jointly and severally promise to pay interest
on the principal amount set forth on the face hereof at a rate of 11 1/4% per annum. The Issuers will pay interest in United States dollars (except as otherwise provided herein)
semiannually in arrears on April 15 and October 15, commencing on April 15, 2013 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 and including October 10, 2012; provided that if there is no existing Default or Event of 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 (but after October 10, 2012), interest shall accrue from such next succeeding Interest Payment Date, except in
the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Issuers 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 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 on the basis of a 360-day year comprised of twelve 30-day months. 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. 

(2) Method of Payment. The Issuers will pay interest on the Notes (except defaulted interest) on the applicable Interest Payment
Date to the Persons who are registered Holders of Notes at the close of business on the April 1 and October 1 preceding the Interest Payment Date, even if such 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 Notes shall be payable as to principal, premium and interest at the office or agency of the Issuers maintained for such purpose within or
without the City and State of New York, or, at the option of the Issuers, 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 

  
 - 4 -









 
any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided written wire transfer instructions to the Issuers 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 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. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers or any of their Restricted Subsidiaries may act in any such capacity. 

(4) Indenture. The Issuers issued the Notes under an Indenture, dated as of October 10, 2012 (the
“Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the 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 Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. The Notes issued on the Issue Date are senior unsecured obligations of the Issuers limited to $300,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay
premium and interest on outstanding the 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 Notes is unconditionally guaranteed on a senior unsecured basis by the Guarantors.

 (5) Optional Redemption. 
 (a) The Notes may be redeemed, in whole or in part, at any time prior to October 15, 2015, 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 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 Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after October 15, 2015, 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 October 15 of the years indicated: 

 

					
	Year	  	Percentage	 
	 2015
	  	 	105.625	% 
	 2016
	  	 	102.813	% 
	 2017 and thereafter
	  	 	100.000	% 


  
 - 5 -









 (c) In addition to the optional redemption of the Notes in accordance with the provisions of
the preceding paragraph, prior to October 15, 2015, 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 Notes (including Additional Notes) at a
Redemption Price equal to 111.250% of the principal amount of thereof, together with accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding
(including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such
Qualified Equity Offering. 
 (6) Mandatory Redemption. Except as set forth under Sections 3.9, 4.10 and 4.14 of the
Indenture, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

(7) Repurchase at Option of Holder. 
 (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuers to repurchase all or any part (equal to $2,000 and any integral multiple of $1,000 in excess thereof)
of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date
of purchase. Within 30 days following any Change of Control, the Issuers will mail or deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change
of Control Offer required by the Indenture. 
 (b) Upon the occurrence of certain Asset Sales, the Company may be required to
offer to purchase Notes. 
 (c) Holders of the Notes that are the subject of an Offer to Purchase will receive notice of an
Offer to Purchase pursuant to an Asset Sale or a Change of Control from the Issuers prior to any related Purchase Date and may elect to have such Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing
below. 
 (8) Notice of Redemption. Notice of redemption shall be delivered 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 $2,000 may be redeemed in part but only in a minimum amount of $2,000 principal amount (and integral multiples of
$1,000 in excess thereof), unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date, interest ceases to accrue on the Notes or portions hereof called for redemption. 

(9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in initial denominations of $2,000 and any
integral multiple of $1,000 in excess thereof. The transfer of the Notes may be registered and the 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 Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers 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, they 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. 

  
 - 6 -









 (10) Persons Deemed Owners. The registered holder of a Note may be treated as its
owner for all purposes. 
 (11) Amendment, Supplement and Waiver. Subject to the following paragraphs, the Indenture and
the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate 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 Notes, and any existing Default or Event of 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 aggregate principal amount of the then
outstanding Notes, including consents obtained in connection with a tender offer or exchange offer for the Notes. 
 Without the
consent of any Holders, the Issuers, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture for any of the following purposes: 

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants
of the Company in the Indenture, the Guarantees and in the Notes; 
 (2) to add to the covenants of the Company
for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; 
 (3) to
add additional Events of Default; 
 (4) to provide for uncertificated Notes in addition to or in place of the
certificated Notes; 
 (5) to evidence and provide for the acceptance of appointment under the Indenture by a
successor Trustee; 
 (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms
of the Indenture; 
 (7) to add a Guarantor or to release a Guarantor in accordance with the Indenture;

 (8) to cure any ambiguity, defect, omission, mistake or inconsistency; 

(9) to make any other provisions with respect to matters or questions arising under the Indenture, provided that
such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; 

(10) to conform the text of the Indenture or the Notes to any provision of the “Description of Senior Notes” in
the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Senior
Notes”; 
 (11) to comply with the rules of any applicable securities depositary; 

(12) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes, including,
without limitations, to facilitate the issuance and administration of the Notes; provided, however, that compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any
applicable securities law; or 

  
 - 7 -









 (13) to make any change to the Notes or the Indenture that does not
adversely affect the rights of the holders as determined by the Company as set forth in an Officers’ Certificate. 
 With
the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Issuers, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby: 
 (1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium
payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, 

(2) reduce the percentage in aggregate principal amount of the outstanding Notes, 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 thereunder and their consequences) provided for in the Indenture, 

(3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds
of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale, 

(4) subordinate, in right of payment, the Notes to any other Debt of the Company, 

(5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants,
except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or 

(6) release any Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the
Indenture). 
 The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of
the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default: 

(1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which
is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or 
 (2)
in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected. 

  
 - 8 -









 (12) Defaults and Remedies. Events of Default include: 

(1) default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at
Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise); 
 (2) default in the
payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days; 
 (3) failure to perform or comply with the Indenture provisions described under Section 5.1 thereof; 
 (4) except as permitted by the Indenture, any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), shall
for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms; 

(5) default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture
(other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2) (3) or (4) above), and continuance of such default or breach for a period of 60 days (or 120 days with
respect to a default under Section 4.3) after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

 (6) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes)
by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $20.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall
have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $20.0 million of such Debt when due and payable after the expiration of any applicable grace period with
respect thereto; 
 (7) the entry against the Company or any Restricted Subsidiary that is a Significant
Subsidiary of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $20.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or
unsatisfied for a period of 60 consecutive days; or 
 (8)(i) the Company, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 

(a) commences a voluntary case, 
 (b) consents to the entry of an order for relief against it in an involuntary case, 
 (c) consents to the appointment of a Custodian of it or for all or substantially all of its property, 
 (d) makes a general assignment for the benefit of its creditors, or 

(e) generally is not paying its debts as they become due; 

  
 - 9 -









 or (ii) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 
 (a) is for relief against the Company or any Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case; 
 (b) appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries; 

(c) orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days. 

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Company)
occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and
payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in
aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or
waived as provided in the Indenture. 
 In the event of a declaration of acceleration of the Notes solely because
an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of
Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto
and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. 

If an Event of Default specified in clause (8) above occurs with respect to the Company, the principal of and any
accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except
Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so. 
 (13) Trustee Dealings with the Issuers. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers, the Guarantors or their
respective Affiliates, and may otherwise deal with the Issuers, the Guarantors or their respective Affiliates, as if it were not the Trustee. 

  
 - 10 -









 (14) No Recourse Against Others. No director, officer, employee,
stockholder, general or limited partner or incorporator, past, present or future, of the Issuers, the Guarantors or any of their respective Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the
Issuers under the Notes, any Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. 

(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) CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the 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. 

The Issuers shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

 Ryerson Inc. 
 Joseph T. Ryerson & Son, Inc. 
 227 West Monroe
Street, 27th Floor 

Chicago, Illinois 60606 
 Facsimile: (312) 292-5000 
 Attention: Erich Schnaufer, Controller and Chief
Accounting Officer 

  
 - 11 -









 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
                                         
                                         
                                         
                      to transfer this Note on the books of the Issuers. 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: 
 (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) 

  
 - 12 -









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.7 (Restricted Payments), 4.10 (Asset Sale) or
4.14 (Change of Control) of the Indenture, check the box below: 

                    [     
       ] Section 4.7             [            ] Section 4.10
            [            ] Section 4.14 
 If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.7, 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased: $ 

 

					
	
Date:                       
                                     
	 		 	Your
Signature:                                       
                                     
		 		 	(Sign exactly as your name appears on the Note)
			
		 		 	Signature guarantee:

 (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)


  
 - 13 -









 SCHEDULE OF EXCHANGES OF 11 1/4% SENIOR NOTES 
 The following exchanges of a part of this Global Note for
other Notes have been made: 
  

									
	 Date of Exchange
	 	 Amount of
Decrease in
Principal Amount
of this Global Note
	 	 Amount of Increase
in
Principal Amount
of this Global Note
	 	
Principal Amount
of this Global Note Following
Such Decrease (or Increase)
	 	 Signature of Authorized Officer
of Trustee
or Note Custodian

		 		 		 		 	
		 		 		 		 	


  
 - 14 -