Attached files
file | filename |
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8-K - FORM 8-K - RALCORP HOLDINGS INC /MO | c59317e8vk.htm |
EX-4.5 - EX-4.5 - RALCORP HOLDINGS INC /MO | c59317exv4w5.htm |
EX-4.1 - EX-4.1 - RALCORP HOLDINGS INC /MO | c59317exv4w1.htm |
EX-10.1 - EX-10.1 - RALCORP HOLDINGS INC /MO | c59317exv10w1.htm |
EX-99.1 - EX-99.1 - RALCORP HOLDINGS INC /MO | c59317exv99w1.htm |
Exhibit 4.2
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 (1) THIS GLOBAL NOTE MAY BE EXCHANGED OR
TRANSFERRED AS PROVIDED IN THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 3.8 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (DTC), TO 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 SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.
CUSIP: 751028 AE1
Ralcorp Holdings, Inc.
6.625% Senior Note due 2039
No. 002 | $150,000,000 |
Ralcorp Holdings, Inc., a Missouri 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 ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000), or
such other amount as indicated on the Schedule of Exchange of Notes attached hereto, on August 15,
2039.
Interest Rate | Interest Payment Dates | Regular Record Dates | ||
6.625% per annum | February 15 and August | February 1 and August 1 | ||
15, commencing August | ||||
15, 2010 |
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.
1. Principal and Interest.
The Company promises to pay the principal of this Note on August 15, 2039.
The Company promises to pay interest on the principal amount of this Note on each interest
payment date, as set forth on the face of this Note, at the rate of 6.625% per annum .
Interest will be payable semiannually (to the holders of record of the Notes at the close of
business on the February 1 or August 1 immediately preceding the interest payment date) on each
interest payment date, commencing August 15, 2010.
Interest on this Note will accrue from the most recent date to which interest has been paid on
this Note (or, if there is no existing default in the payment of interest and if this Note is
authenticated between a regular record date and the next interest payment date, from such
interest payment date) or, if no interest has been paid, from February 15, 2010. Interest will be
computed in the basis of a 360-day year of twelve 30-day months.
The Company will pay interest on overdue principal, premium, if any, and, to the extent
lawful, interest at the rate per annum applicable to this Note. Interest not paid when due and any
interest on principal, premium or interest not paid when due will be paid to the Persons that are
Holders on a special record date, which will be the 15th day preceding the date fixed by the
Company for the payment of such interest, whether or not such day is a Business Day. At least 15
days before a special record date, the Company will send to each Holder and to the Trustee a notice
that sets forth the special record date, the payment date and the amount of interest to be paid.
2. Indenture, Note Guaranty; Security.
This is one of the Notes issued as a series of Debt Securities under an Indenture dated as of
August 14, 2009 (as amended by the First Supplemental Indenture dated as of August 14, 2009 and as
further amended from time to time, the Indenture), between the Company and Deutsche Bank Trust
Company Americas, as Trustee. Capitalized terms used herein are used as defined in the Indenture
unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all
such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement
of all such terms. To the extent permitted by applicable law, in the event of any inconsistency
between the terms of this Note and the terms of the Indenture, the terms of the Indenture will
control.
The Notes are general unsecured obligations of the Company. The Indenture limits the original
aggregate principal amount of the Notes to $300,000,000, but Additional Notes may be issued
pursuant to the Indenture, and the originally issued Notes and all such Additional Notes will vote
together for all purposes as a single class. This Note is secured equally and ratably with certain
other indebtedness of the Company and the Guarantors as set forth in the Indenture and is
guaranteed as set forth in the Indenture.
3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.
This Note is subject to optional redemption, and may be the subject of a Change of Control
Offer, as further described in the Indenture. There is no sinking fund or mandatory redemption
applicable to this Note.
If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to
pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to
redemption or maturity, the Company may in certain circumstances be discharged from the Indenture
and the Notes or may be discharged from certain of its obligations under certain provisions of the
Indenture.
4. Registered Form; Denominations; Transfer; Exchange.
The Notes are in registered form without coupons in denominations of $2,000 principal amount
and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of
Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee
will not be required to issue, register the transfer of or exchange any Note or certain portions of
a Note.
5. Defaults and Remedies.
If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due
and payable. If a bankruptcy or insolvency default with respect to the Company, a Guarantor or a
Restricted Subsidiary occurs and is continuing, the Notes automatically become due and payable.
Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of a majority in principal amount of the Notes then
outstanding may direct the Trustee in its exercise of remedies.
6. Amendment and Waiver.
Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be
waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes.
Without notice to or the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency.
7. Authentication.
This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of
authentication on the other side of this Note.
8. Governing Law.
This Note shall be governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to its conflicts of laws principles.
9. 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).
The Company will furnish a copy of the Indenture to any Holder upon written request and
without charge.
IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
one of its duly authorized officers.
RALCORP HOLDINGS, INC. | ||||||
This is one of the Notes referred
to in the within-mentioned
Indenture: |
||||||
By: | ||||||
Deutsche Bank Trust Company
|
||||||
Americas, as Trustee |
||||||
Corporate Vice President, Treasurer and |
||||||
Corporate Development Officer |
By: |
||||
Date:
|
July 26, 2010 |
Ralcorp Holdings, Inc.
6.625% Senior Note due 2039
6.625% Senior Note due 2039
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto:
(Insert assignees legal name) |
(Insert Taxpayer Identification No.) | ||
(Please print or typewrite name and address including zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note on the books of the Company with full power of substitution in the
premises.
Date:
|
Your Signature: | |||
(Sign exactly as your name appears on the face of this Note) |
Signature Guarantee*: | ||
By:
To be executed by an executive officer
* | Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association 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 OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of a part of this Global Security for Certificated Securities or a part of
another Global Security have been made
Principal | ||||||||
Amount of | Amount of | amount of | ||||||
decrease | increase | this Global | ||||||
in principal | in principal | Security | Signature of | |||||
amount | amount | following such | authorized | |||||
Date of | of this Global | of this Global | decrease (or | signatory of | ||||
Exchange | Security | Security | increase) | Trustee | ||||