Exhibit 4.2
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL
INDENTURE TO 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 ARTICLE III OF THE INDENTURE,
(II) THIS GLOBAL NOTE MAY BE EXCHANGED PURSUANT TO SECTION 3.05 OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 3.09 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY OR ANY SUCCESSOR THERETO.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL INDENTURE TO THE INDENTURE GOVERNING
THIS NOTE), TO THE COMPANY OR ANY SUCCESSOR THERETO 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 THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), 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.
UNITED STATES STEEL CORPORATION
No. 1 Principal Amount $500,000,000
CUSIP XX. 000000XX0
XXXX XX. XX000000XX00
7.00% Senior Notes due 0000
XXXXXX XXXXXX STEEL CORPORATION, a Delaware corporation, for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on February 1,
2018.
Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
Additional provisions of this Note are set forth on the other side of
this Note.
IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed.
UNITED STATES STEEL CORPORATION
By:
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Name: X. X. Xxxxxxxx
Title: Vice President & Treasurer
ATTEST:
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Assistant Secretary
Dated: December 10, 2007
TRUSTEE CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:
--------------------------------
Authorized Signatory
Dated: December 10, 2007
(REVERSE OF NOTE)
7.00% SENIOR NOTES DUE 2018
1. Interest.
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United States Steel Corporation, a Delaware corporation (the "Company and
the "Issuer") promises to pay interest on the principal amount of this Note at
the rate per annum set forth above.
The Issuer shall pay accrued interest semiannually on each February 1 and
August 1, commencing on August 1, 2008 or if any such day is not a Business Day
(as defined in the Indenture referred to below), on the next Business Day.
2. Method of Payment.
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The Issuer shall pay the principal of (and premium, if any) and interest on
the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date even if the Notes are cancelled, repurchased or redeemed
after such Record Date, and on or before such Interest Payment Date. Holders
must surrender Notes to a Paying Agent to collect principal payments. The
Issuer shall pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts
("U.S. Legal Tender"). However, the Issuer may pay principal and interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.
3. Paying Agent and Registrar.
--------------------------
Initially, The Bank of New York will act as Paying Agent and Security
Registrar. The Company may appoint and change any Paying Agent, Security
Registrar or co-Registrar without prior notice to any Holder. The Company or
any of its domestically incorporated wholly-owned Subsidiaries may act as the
Paying Agent.
4. Indenture.
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The Issuer issued the Notes under an Indenture, dated as of May 21, 2007
(the "Base Indenture"), between the Issuer and The Bank of New York, a New York
banking corporation (the "Trustee."), as supplemented by a Second Supplemental
Indenture, dated as of December 10, 2007, between the Issuer and The Bank of New
York, a New York banking corporation, as Trustee (the "Supplemental Indenture,"
and together with the Base Indenture, the "Indenture"). 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 (15 U.S. C. 77aaa-77bbbb), as in
effect on the date of the Indenture (the "TIA"). Capitalized terms used herein
and not defined herein have the meanings ascribed thereto in the Indenture. The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of terms.
The Notes are senior and unsecured obligations of the Issuer. The Notes
include the Initial Notes and any Additional Notes actually issued. The Initial
Notes and any Additional Notes actually issued are treated as a single class of
securities under the Indenture. The Indenture imposes certain limitations on
the incurrence of Liens and certain sale leaseback transactions with respect to
Principal Property and limits the Company's ability to consolidate, merge or
transfer, all or substantially all of the Company's assets. Each Holder, by
accepting a Note, agrees to be bound by all of the terms and provisions of the
Indenture. Any conflict between this Note and the Indenture will be governed by
the Indenture.
5. Optional Redemption.
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The Company may redeem the Notes, at its option, at any time in whole, or
from time to time in part, at a price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes to be redeemed, exclusive of
interest accrued to the date of redemption, discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the applicable Treasury Yield plus 50 basis
points, plus accrued interest to the date of redemption.
6. Notice of Redemption.
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The Notes called for redemption become due on the date fixed for
redemption. Notices of redemption shall be mailed by first-class mail at least
30 but not more than 60 days before the redemption date to each Holder to be
redeemed at its registered address. The notice of redemption for the Notes shall
state the amount to be redeemed. On and after the redemption date, interest
shall cease to accrue on any Notes that are redeemed. If less than all the Notes
of either series are redeemed at any time, the Trustee shall select Notes on a
pro rata basis or by any other method the Trustee deems fair and appropriate.
7. Change of Control Repurchase Event.
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If a Change of Control Repurchase Event occurs, unless the Company has
exercised its right to redeem the Notes pursuant to the Indenture, the Company
shall be required to make an offer to each Holder to repurchase all or any part
(in excess of $1,000 and in integral multiples of $1,000) of that Holder's Notes
at a repurchase price in cash equal to 101% of the aggregate principal amount of
the Notes repurchased plus any accrued and unpaid interest on the Notes
repurchased to, but not including, the date of repurchase. Within 30 days
following any Change of Control Repurchase Event or, at the option of the
Company, prior to any Change of Control, but after the public announcement of
the Change of Control, the Company shall mail a notice to each Holder, with a
copy to the Trustee, describing the transaction or transactions that constitute
or may constitute the Change of Control Repurchase Event and offering to
repurchase the Notes on the payment date specified in the notice, which date
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed. The notice shall, if mailed prior to the date of consummation
of the Change of Control, state that the offer to purchase is conditioned on a
Change of Control Repurchase Event occurring on or prior to the payment date
specified in the notice. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act, and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control Repurchase
Event. To the extent that the provisions of any securities laws or regulations
conflict with the Change of Control Repurchase Event provisions of the Notes,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the Change of Control
Repurchase Event provisions of the Notes by virtue of such conflict.
On the repurchase date following a Change of Control Repurchase Event, the
Company shall, to the extent lawful:
(i) accept for payment all the Notes or portions of the Notes
properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate
purchase price in respect of all the Notes or portions of the Notes
properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes
properly accepted, together with an officers' certificate stating the
aggregate principal amount of Notes being purchased by the Company.
The Paying Agent shall promptly mail to each Holder of Notes properly
tendered, the purchase price for the Notes, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book-entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of any Notes
surrendered.
The Company shall not be required to make an offer to repurchase the Notes
upon a Change of Control Repurchase Event if a third party makes such an offer
in the manner, at the times and otherwise in compliance with the requirements
for an offer made by the Company and such third party purchases all Notes
properly tendered and not withdrawn under its offer.
8. Denominations; Transfer; Exchange.
---------------------------------
The Notes are in registered form without coupons in denominations of
principal amount of $1,000 and whole multiples of $1,000. A Holder may
register, transfer or exchange Notes in accordance with the Indenture. The
Security Registrar may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Security Registrar need not
register the transfer of or exchange any Notes selected for redemption (except,
in the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) for a period beginning 15 business days before a selection of Notes to
be redeemed and ending on the date of such selection.
9. Persons Deemed Owners.
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The registered holder of this Note shall be treated as the owner of it for
all purposes.
10. Unclaimed Money.
---------------
If money for the payment of principal or interest remains unclaimed for two
years after the date of payment of principal and interest, the Trustee or Paying
Agent shall pay the money back to the Issuer without interest thereon upon
written request by the Issuer. After any such payment, Holders entitled to the
money shall look only to the Issuer and not the Trustee for payment.
11. Defeasance.
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Subject to certain conditions set forth in the Indenture, the Issuer at any
time may terminate some or all of its obligations under the Notes and the
Indenture if the Issuer deposits with the Trustee money or U.S. Government
Obligations for the payment of principal of and interest on the Notes to
redemption or maturity, as the case may be.
12. Amendment, Waiver.
-----------------
Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Notes may be amended with the written consent of the Holders of a least a
majority in principal amount at maturity of the outstanding Notes and (ii) any
default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount at maturity of the
outstanding Notes. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Issuer and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
or to provide for uncertificated Notes in addition to or in place of
certificated Notes, or to secure the Notes, or to add additional covenants of
the Issuer or surrender rights and powers conferred on the Issuer, or to make
any change that does not materially and adversely affect the rights of any
Holder.
13. Defaults and Remedies.
---------------------
Under the Indenture, Events of Default include (i) a failure by the Company
to repurchase Notes of such series tendered for repurchase following the
occurrence of a Change of Control Repurchase Event in conformity with Paragraph
7 hereto and Section 4.02 of the Supplemental Indenture, (ii) a default in any
payment of interest on any Note when due, continued for 30 days, (iii) a default
in the payment of principal of (or premium, if any) on any Note when due at its
Maturity, (iv) a default in the deposit of any sinking fund payment, when and as
due by the terms of the Note and continuance of such default for a period of 30
days, (v) a default by the Company in the performance, or breach, of any
covenant or warranty contained in the Indenture for 90 days after notice, (vi)
certain events of bankruptcy, insolvency or reorganization of the Company. If
an Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the outstanding Notes may declare all
the Notes to be due and payable immediately.
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may refuse to enforce the Indenture or the Notes
unless it receives reasonable indemnity or security. Subject to certain
limitations, Holders of a majority in principal amount of the Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders 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 not opposed to their interest.
14. Trustee Dealings with the Issuer.
--------------------------------
Subject to the terms of the TIA and the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Issuer or its Affiliates and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not the Trustee.
15. No Recourse Against Others.
--------------------------
No director, officer, employee, member, incorporator or stockholder of the
Issuer shall have any liability for any obligations of the Issuer 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 of Notes by accepting a Note
waives and releases all such liability. This waiver and release are part of the
consideration for issuance of the Notes.
16. Authentication.
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This Note shall not be valid until an authorized signature of the Trustee
(or an authenticating agent (acting on its behalf)) manually signs the
certificate of authentication on the other side of this Note.
17. Abbreviations
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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).
18. CUSIP 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 has directed the Trustee to 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.
19. Governing Law.
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THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
ASSIGNMENT FORM
To assign this Note, fill in the form below and have your signature
guaranteed:
I or we assign and transfer this Note to:
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(Print or type name, address and zip code and
social security or tax ID number of assignee)
and irrevocably appoint
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agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
Dated: Signed:
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(Sign exactly as your name appears on the
other side of this Note)
Signature Guarantee:
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(Signature must be guaranteed by a participant in a recognized Signature
Guarantee Medallion Program or other signature guarantor program reasonably
acceptable to the Trustee)
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuer
pursuant to Section 4.02 of the Supplemental Indenture, check the box [ ]
If you want to elect to have only part of this Note purchased by the
Issuer pursuant to Section 4.02 of the Supplemental Indenture, state the amount
you elect to have purchased (must be integral multiple of $1,000):
$
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Dated: Your Signature:
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Sign exactly as your name appears
on the face of this Note.
Signature Guarantee:
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(Signature must be guaranteed by a participant in
a recognized Signature Guarantee Medallion Program
or other signature guarantor program reasonably
acceptable to the Trustee)
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
Amount of Amount of Principal
decrease increase Amount of
in in this Global Signature of
Principal Principal Note authorized
Amount of Amount of following officer of
this this such Trustee or
Date of Global Global decrease or Notes
Exchange Note Note increase Custodian
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