FOURTH SUPPLEMENTAL INDENTURE
Exhibit
4.2
EXECUTION
COPY
THIS
FOURTH SUPPLEMENTAL INDENTURE, dated as of June 2, 2008 (this “Fourth
Supplemental Indenture”), is by and between NUCOR CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware (hereinafter
called the “Company”), and THE BANK OF NEW YORK, a New York banking corporation
authorized to accept and execute trusts, as trustee (the
“Trustee”).
WITNESSETH
WHEREAS,
pursuant to the Indenture dated as of January 12, 1999 between the Company
and the Trustee (the “Original Indenture”), the Company may from time to time
issue and sell Debt Securities in one or more series, bearing such rates of
interest, if any, maturing at such time or times and having such other
provisions as shall be fixed as hereinafter provided;
WHEREAS,
the Company deems it advisable and in its best interests to issue and sell
$250,000,000 aggregate principal amount of its 5.000% Senior Notes due June
1,
2013 (the “Notes due 2013”) and $500,000,000 aggregate principal amount of its
5.850% Senior Notes due June 1, 2018 (the “Notes due 2018” and together with the
Notes due 2013, the “Notes”);
WHEREAS,
the Company has duly authorized the execution and delivery of an indenture
in
the form of this Fourth Supplemental Indenture in order to establish the form
and terms of, and to provide for the creation and issuance of, the Notes, and
all things necessary to make this Fourth Supplemental Indenture a legal, binding
and enforceable agreement, have been done and performed;
WHEREAS,
all things necessary to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee or any Authenticating Agent and
issued upon the terms and subject to the conditions of the Indenture against
payment therefore, the valid, binding and legal obligations of the Company;
NOW,
THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH that in consideration
of the promises and of the acceptance and purchase of the Notes by the Holders
thereof, the Company covenants and agrees with the Trustee, for the benefit
of
all the present and future holders of the Notes, as follows:
Section
1. Definitions. Terms used in this Fourth Supplemental Indenture and not defined
herein shall have the respective meanings given such terms in the Original
Indenture. As used in this Fourth Supplemental Indenture, the following terms
shall have the meanings indicated below:
“Adjusted
Treasury Rate” means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price
for
such redemption date, plus 0.30% in the case of the Notes due 2013 and 0.30%
in
the case of the Notes due 2018.
“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a
day on which banking institutions or trust companies in The City of New York
(or
other city in which the corporate trust office of the Trustee is located) are
authorized by law, regulation or executive order to close.
“Change
of Control” means the occurrence of any of the following: (a) the
consummation of any transaction (including, without limitation, any merger
or
consolidation) resulting in any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) (other than the Company or one of its
subsidiaries) becoming the beneficial owner (as defined in Rules 13d-3 and
13d-5
under the Exchange Act), directly or indirectly, of more than 50% of the Voting
Stock of the Company or other voting stock into which Voting Stock of the
Company is reclassified, consolidated, exchanged or changed, measured by voting
power rather than the number of shares; (b) the direct or indirect sale,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in a transaction or a series of related transactions, of all
or
substantially all of the assets of the Company and the assets of its
subsidiaries, taken as a whole, to one or more “persons” (as that term is used
in Section 13(d)(3) of the Exchange Act) (other than the Company or one of
its
subsidiaries); or (c) the first day on which a majority of the members of
the Board of Directors of the Company are not Continuing Directors.
Notwithstanding the foregoing, a transaction shall not be considered a Change
of
Control if (a) the Company becomes a direct or indirect wholly-owned
subsidiary of a holding company and (b)(y) immediately following that
transaction, the direct or indirect holders of the Voting Stock of the holding
company are substantially the same as the holders of Voting Stock of the Company
immediately prior to that transaction or (z) immediately following that
transaction no person is the beneficial owner, directly or indirectly, of more
than 50% of the Voting Stock of the holding company.
“Change
of Control Triggering Event” means the occurrence of both a Change of Control
and a Rating Event.
“Comparable
Treasury Issue” means, the United States Treasury security selected by the
Company’s choice of Banc of America Securities LLC, Citigroup Global Markets
Inc. or X.X. Xxxxxx Securities Inc., and its successors, or, if such firm is
unwilling or unable to select the applicable Comparable Treasury Issue, another
Reference Treasury Dealer, as having a maturity comparable to the remaining
term
of the Notes to be redeemed that would be utilized, at the time of selection
and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes to be redeemed.
2
“Comparable
Treasury Price” means, with respect to any redemption date, the average of the
Reference Treasury Dealer Quotations (as defined below) for that redemption
date.
“Continuing
Directors” means, as of any date of determination, any member of our Board of
Directors who (a) was a member of the Board of Directors on the date the
Notes were issued or (b) was nominated for election, elected or appointed
to the Board of Directors with the approval of a majority of the continuing
directors who were members of the Board of Directors at the time of such
nomination, election or appointment (either by a specific vote or by approval
of
the proxy statement of the Company in which such member was named as a nominee
for election as a director, without objection to such nomination).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Fourth
Supplemental Indenture” means this Fourth Supplemental Indenture between the
Company and the Trustee, as amended and supplemented from time to
time.
“Global
Note” means a Note issued in global form and deposited with or on behalf of the
Depositary, substantially in the form of the Note attached hereto as Exhibit
A
or B.
“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Xxxxx’x and BBB- (or the equivalent) by S&P, and the equivalent investment
grade credit rating from any replacement rating agency or rating agencies
selected by the Company.
“Xxxxx’x”
means Xxxxx’x Investors Service, Inc.
“Rating
Agencies” means (a) each of Moody’s and S&P; and (b) if either
Moody’s or S&P ceases to rate the Notes or fails to make a rating of the
Notes publicly available for reasons outside of the control of the Company,
a
“nationally recognized statistical rating organization” (within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the Company as
a
replacement rating agency for a former rating agency.
“Rating
Event” means the rating on the Notes is lowered by each of the Rating Agencies
and the Notes are rated below an Investment Grate Rating by each of the Rating
Agencies on any day within the 60-day period (which 60-day period shall be
extended so long as the rating of the Notes is under publicly announced
consideration for a possible downgrade by any of the Rating Agencies) after
the
earlier of (a) the occurrence of a Change of Control and (b) public
notice of the particular Change of Control or the Company’s intention to effect
a Change of Control.
3
“Reference
Treasury Dealer” means each of Banc of America Securities LLC, Citigroup Global
Markets Inc. and X.X. Xxxxxx Securities Inc., and their respective successors,
and two other primary U.S. government securities dealers in New York City
selected by the Company (each, a “Primary Treasury Dealer”); provided however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer or
is
no longer quoting prices for United States Treasury securities, the Company
will
substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee,
of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
third
Business Day preceding the redemption date.
“S&P”
means Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx
Companies, Inc.
“SEC”
means the United States Securities and Exchange Commission.
“Securities
Act” means the Securities Act of 1933, as amended.
“Voting
Stock” means, with respect to any specified person (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of
such
person that is at the time entitled to vote generally in the election of the
board of directors of such person.
Section
2. Form, Denomination and Registration of the Notes.
The
Company will issue the Notes only in registered form, without interest coupons.
The Notes initially will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
The
Notes
and the Trustee’s certificate of authentication thereon shall be in the form set
forth in Exhibit A or B hereto. The Notes shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted hereby and by the Original Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange,
The Depository Trust Company (“DTC”), any organizational document or governing
instrument or applicable law or as may, consistently herewith, be determined
by
the officers executing such Notes, as evidenced by their execution of the Notes.
Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed thereon. Any
portion of the text of any Note may be set forth on the reverse thereof, with
an
appropriate reference thereto on the face of the Note.
The
Notes
will be in book-entry form represented by one or more Global Notes in registered
form without interest coupons, which will be deposited with the Trustee, as
custodian for DTC, and registered in the name of DTC or its nominee. DTC shall
be the Depositary with respect to the Notes.
4
The
aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter
provided.
Global
Notes may be exchanged for definitive Notes in registered, certificated form
without interest coupons only in accordance with the provisions of the Original
Indenture. All Notes in registered, certificated form shall bear and be subject
to the applicable restrictive legend set forth on Exhibit A or B to this Fourth
Supplemental Indenture unless the Company determines otherwise in accordance
with applicable law.
Section
3. Issue, Execution and Authentication. The aggregate principal amount of the
Notes due 2013 to be issued by the Company and authenticated and delivered
under
this Fourth Supplemental Indenture is $250,000,000 and the aggregate principal
amount of the Notes due 2018 to be issued by the Company and authenticated
and
delivered under this Fourth Supplemental Indenture is $500,000,000 (in each
case, subject to increases or decreases from time to time by adjustments made
on
the records of the Trustee, as custodian for DTC or its nominee, pursuant to
instructions from the Company, in accordance with the Original Indenture).
Notwithstanding the foregoing, the Company may reopen these series of Notes
and
issue additional notes by Board Resolution without the consent of or
notification to any Holder, and any such additional notes will have the same
ranking, interest rate, maturity date, redemption rights and other terms as
the
applicable series of Notes. Any such additional notes, together with the
applicable series of Notes, will be consolidated with and constitute a single
series of Debt Securities under the Indenture.
Section
4. Principal and Interest Payments; Maturity Date. (a) The Notes due 2013 shall
bear interest at the rate of 5.000% and the Notes due 2018 shall bear interest
at the rate of 5.850%, in each case computed based on a 360-day year consisting
of twelve 30-day months, from the date of issuance. Interest on the Notes will
accrue from the date of issuance and will be payable semi-annually in arrears
on
June 1 and December 1 of each year, commencing December 1, 2008, to the
registered holders of the Notes on the preceding May 15 and November 15,
respectively. The principal amount of the Notes, together with all accrued,
but
unpaid interest shall be due and payable in full without further notice or
demand on June 1, 2013 and June 1, 2018, respectively
(each, a “Maturity Date”).
(b) Principal
of and premium, if any, and interest on the Notes initially will be payable,
subject with respect to Global Notes to compliance with DTC’s customary
procedures, by wire transfer of immediately available funds to the accounts
specified by the registered holder of the Notes or, if no account is specified,
by mailing a check to each such holder’s registered address. The Notes will be
exchangeable and transfers of the Notes will be registrable, subject to the
limitations provided in the Indenture, at the principal corporate trust office
of the Trustee in New York, New York.
(c) If
any
interest payment date, stated maturity date or earlier redemption date falls
on
a day other than a Business Day, then the required payment of principal of
and
premium, if any, and interest may be made on the next succeeding Business Day,
as if it were made on the date payment was due, and no interest will accrue
on
the amount so payable for the period from and after that interest payment date,
the stated maturity date or earlier redemption date, as the case may be. The
Notes will not have the benefit of a sinking fund.
5
Section
5. Optional Redemption. (a) The Notes will be redeemable, in whole or in part
at
any time and from time to time, at the Company’s option, at a redemption price
equal to the greater of:
·
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100%
of the principal amount of the Notes to be redeemed; or
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·
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the
sum of the present values of the remaining scheduled payments of
principal
and interest on the Notes to be redeemed (not including the portion
of any
payments of interest accrued to the redemption date) discounted to
the
redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate (determined
on the
third Business Day preceding the redemption date),
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plus,
in
each case, accrued and unpaid interest thereon to the redemption
date.
(b) Notice
of
any redemption will be mailed at least 30 days but no more than 90 days before
the redemption date to each holder of the Notes to be redeemed. The notice
of
redemption for the Notes will state, among other things, the amount of Notes
to
be redeemed, the redemption date, the redemption price and the place or places
that payment will be made upon presentation and surrender of Notes to be
redeemed. If the Company redeems less than all of the Notes, the Trustee will
select the particular Notes to be redeemed pro rata, by lot, or by another
method the Trustee deems fair and appropriate. Unless the Company defaults
in
payment of the redemption price, interest will cease to accrue on the Notes
or
portions thereof called for redemption on and after the redemption
date.
Section
6. Change of Control Offer to Purchase. (a) If a Change of Control Triggering
Event occurs, holders of Notes may require the Company to repurchase all of
any
part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of
their Notes at a purchase price of 101% of the principal amount, plus accrued
and unpaid interest, if any, on such Notes to the date of purchase (unless
a
notice of redemption has been mailed within 30 days after such Change of Control
Triggering Event stating that all of the Notes will be redeemed as described
above). The Company shall be required to mail to holders of the Notes a notice
describing the transaction or transactions constituting the Change of Control
Triggering Event and offering to repurchase the Notes. The notice must be mailed
within 30 days after any Change of Control Triggering Event, and the repurchase
must occur no earlier than 30 days and no later than 60 days after the date
the
notice is mailed.
(b) On
the
date specified for repurchase of the Notes, the Company shall, to the extent
lawful:
(i) accept
for payment all properly tendered Notes or portions of Notes;
6
(ii) deposit
with the paying agent the required payment for all properly tendered Notes
or
portions of Notes; and
(iii) deliver
to the Trustee the repurchased Notes, accompanied by an Officers’ Certificate
stating, among other things, the aggregate principal amount of repurchased
Notes.
(c) The
Company shall comply with the requirements of Rule 14e-1 under the Exchange
Act
and any other securities laws and regulations applicable to the repurchase
of
the Notes. To the extent that these requirements conflict with the provisions
requiring repurchases of the Notes, the Company shall comply with such
requirements instead of the repurchase provisions and shall not be considered
to
have breached its obligations with respect to repurchasing the Notes.
Additionally, if an Event of Default exists under the Indenture (which is
unrelated to the repurchase provisions of the Notes), including events of
default arising with respect to other issues of debt securities, the Company
shall not be required to repurchase the Notes notwithstanding these repurchase
provisions.
(d) The
Company shall not be required to comply with the obligations relating to
repurchasing the Notes if a third party instead satisfies all such
obligations.
Section
7. Events of Default. With respect to the Notes only,
(a) Section
7.01(a) of the Original Indenture is hereby amended by replacing “ten days”
with “fifteen days”; and
(b) Section
7.01(b) of the Original Indenture is hereby amended and restated as follows:
“default in the payment of the principal of or premium, if any, on any of the
debt Securities of such series, as and when the same shall become due and
payable (subject to subsection (c) below) either at maturity, upon redemption,
by declaration or otherwise; or”
Section
8. Applicability of Reports by Company. For purposes of this Fourth Supplemental
Indenture, to the extent information, documents or reports are required to
be
filed with the SEC and delivered to the Trustee or the holders of the Notes,
the
availability of such information, documents or reports on the SEC’s Electronic
Data Gathering Analysis and Retrieval (“XXXXX”) system or the Company’s website
shall be deemed to have satisfied such delivery requirements to the Trustee
or
the holders of the Notes, as applicable.
Section
9. Miscellaneous. The provisions of this Fourth Supplemental Indenture are
intended to supplement those of the Original Indenture as in effect immediately
prior to the execution and delivery hereof. The Original Indenture shall remain
in full force and effect except to the extent that the provisions of the
Original Indenture are expressly modified by the terms of this Fourth
Supplemental Indenture.
Section
10. Governing Law. This Fourth Supplemental Indenture and the Notes shall be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws.
Section
11. Trustee Not Responsible for Recitals or Issuance of Notes. The recitals
contained herein shall be taken as statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Fourth Supplemental
Indenture or of the Notes other than with respect to the Trustee’s
authentication and execution. The Trustee shall not be accountable for the
use
or application by the Company of the Notes or the proceeds thereof.
7
Section
12. Counterparts. This Fourth Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed to be an original for
all
purposes; and all such counterparts shall together constitute but one and the
same instrument.
[signatures
on the following page]
8
IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed and delivered, all as of the day and year above
written.
NUCOR
CORPORATION
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By:
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/s/
Xxxxx X. Xxxxx
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Vice
President and Corporate Controller
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Attest:
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By:
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/s/
A. Rae Eagle
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Secretary
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THE
BANK OF NEW YORK, as Trustee
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
Vice President
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9
Exhibit
A
FORM
OF
GLOBAL NOTE DUE
2013
[FACE
OF
THE NOTE]
THIS
SECURITY IS A GLOBAL DEBT SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN 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 OR
BY
THE DEPOSITARY OR SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE) MAY
BE
REGISTERED EXCEPT IN SUCH SPECIFIED CIRCUMSTANCES.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NUCOR CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON 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.
Nucor
Corporation
5.000%
Notes due June 1, 2013
N- &#
160; CUSIP
000000XX0
$
Issue
Date: June 2, 2008
NUCOR
CORPORATION, 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 Two Hundred and Fifty Million Dollars ($250,000,000) on June 1, 2013. The
5.000% Notes due June
1,
2013 are herein referred to as the “Notes”.
Interest
Payment Dates: June 1 and December 1, commencing December 1, 2008.
Record
Dates: May 15 and
November 15.
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.
Date:
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NUCOR
CORPORATION,
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as
Issuer
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Xxxxx
X. Xxxxx
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Vice
President and Controller
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Trustee’s
Certificate of Authentication
This
5.000% Notes due June
1,
2013 is one of the series of Debt Securities referred to in the within-mentioned
Indenture.
Date:
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THE
BANK OF NEW YORK,
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as
Trustee
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By:
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Authorized
Signatory
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[REVERSE
SIDE OF NOTE]
NUCOR
CORPORATION
5.000%
Notes due June 1, 2013
Principal
and Interest. The Company will pay the principal of this Note on June 1,
2013.
The
Company promises to pay interest on the principal amount of this Note on each
Interest Payment Date indicated on the face of this Note (each an “Interest
Payment Date”), as set forth below, at the rate per annum shown
above.
Interest
will be payable semiannually in arrears on each Interest Payment Date,
commencing December 1, 2008.
Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from June 2, 2008; provided that, if
there is no existing default in the payment of interest and if this Note is
authenticated between a regular Record Date as indicated on the face of this
Note (each a “Record Date”) referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such Interest
Payment Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months.
The
Company shall pay interest on overdue principal and premium and interest on
overdue installments of interest, to the extent lawful, at the rate borne by
the
Notes.
Method
of
Payment. The Company will pay interest (except as provided pursuant to Article
Seven of the Indenture with respect to defaulted interest and interest) on
the
principal amount of the Notes as provided above on each June 1 and December
1 to
the Persons who are Holders (as reflected in the Debt Security register at
the
close of business on the May 15 and
November 15 next preceding the applicable Interest Payment Date), even if such
Notes are cancelled after such Record Date and on or before such Interest
Payment Date. On and after the redemption or repurchase of any of the Notes
by
the Company, interest, if any, shall cease to accrue on the Notes, or portion
thereof, subject to redemption or repurchase. With respect to the payment of
principal, the Company will make payment to the Holder that surrenders this
Note
to the paying agent with respect to the Notes (a “Paying Agent”) on or after
June 1, 2013.
Principal
of and premium, if any, and interest on the Notes initially will be payable,
subject with respect to Global Notes in compliance with The Depository Trust
Company’s (“DTC”) customary procedures, by wire transfer of immediately
available funds to the accounts specified by the registered Holder of the Notes
or, if no account is specified, by mailing a check to each such Holder’s
registered address. The Notes will be exchangeable and transfers of the Notes
will be registrable, subject to the limitations provided in the Indenture (as
defined below), at the principal corporate trust office of the Trustee (as
defined below) in New York, New York.
If
any
Interest Payment Date, stated maturity date or earlier redemption date falls
on
a Saturday, a Sunday, or a day on which banking institutions are authorized
by
law to close, then the required payment of principal of and premium, if any,
and
interest may be made on the next succeeding day not a Saturday, a Sunday or
a
day on which banking institutions are authorized by law to close, as if it
were
made on the date payment was due, and no interest will accrue on the amount
so
payable for the period from and after that interest payment date, the stated
maturity date or earlier redemption date, as the case may be.
All
payments made in respect of the Notes are to be made 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.
Paying
Agent and Registrar. Initially, the Trustee will act as authenticating agent,
Paying Agent and Registrar with respect to the Notes (the “Registrar”). The
Company may change any authenticating agent, Paying Agent or Registrar without
notice. The Company, any Subsidiary or any affiliate of any of them may act
as
Paying Agent, Registrar or co-Registrar.
Indenture;
Limitations. The Company issued the Notes under an Indenture dated as of
January 12, 1999 (the “Original Indenture”), as supplemented by the Fourth
Supplemental Indenture dated June 2, 2008 (the “Fourth Supplemental Indenture”
and together with the Original Indenture, the “Indenture”), between the Company
and The Bank of New York, as trustee (the “Trustee”). Capitalized terms herein
are used as defined in the Indenture unless otherwise indicated. Reference
is
made to the Indenture and the Trust Indenture Act of 1939 (the “Trust Indenture
Act”) for a full, complete and detailed statement of the purposes for which the
Notes are issued, the terms on which the Notes are issued and the terms,
provisions and conditions governing payment of the Notes and the provisions,
among others, with respect to the nature and extent of the rights, duties and
obligations of the Trustee, the Paying Agent, the Registrar, the authenticating
agent, Holders and the Company. The Holder of this Note, by acceptance of this
Note, is deemed to have agreed and consented to the terms and provisions of
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. 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.
The
Notes
are general unsecured obligations of the Company. This Note is not secured
by
any collateral, including assets of the Company or any of its Subsidiaries.
The
Fourth Supplemental Indenture establishes the original aggregate principal
amount of the Notes at $250,000,000, all of which were issued by the Company
on
the Issue Date indicated on the face of this Note, and this Note shall represent
the aggregate principal amount of such outstanding Notes from time to time
endorsed thereon pursuant to the Indenture. The aggregate principal amount
of
outstanding Notes represented hereby may from time to time by increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as provided in the Fourth Supplemental
Indenture.
Optional
Redemption. The Notes will be redeemable, at the Company’s option, in whole or
in part, at any time and from time to time in accordance with the provisions
set
forth in the Indenture at a redemption price equal to the greater of (i) 100%
of
the principal amount of such Notes to be redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
on
such Notes to be redeemed (not including the portion of any such payments of
interest accrued to the redemption date) discounted to the redemption date
on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (determined on the third Business Day preceding
such redemption date), plus, in each case, accrued and unpaid interest thereon
to the redemption date.
Change
of
Control Offer to Purchase. Upon a Change of Control Triggering Event, the
Company shall be required to make an offer to purchase the Notes on the terms
set forth in the Fourth Supplemental Indenture.
Denominations;
Transfer; Exchange. The Notes are in registered form without coupons in minimum
denominations of $2,000 of principal amount and integral multiples of $1,000
in
excess thereof. The transfer or exchange of Notes may be registered and the
Notes may be exchanged in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes, fees and/or other governmental charges
required by law or permitted by the Indenture. The Registrar need not register
the transfer or exchange of any Notes selected for redemption. Also, it need
not
register the transfer or exchange of any Notes for a period of 15 days before
the day of the mailing of a notice of redemption of Notes selected for
redemption.
As
provided in the Indenture and subject to certain limitations therein set forth,
Notes will be issued only in registered form and initially will be represented
by one or more Global Notes registered in the name of a nominee of DTC.
Beneficial interests in the Notes will be shown on, and transfers thereof will
be effected only through, the records maintained by DTC participants. Except
for
the limited circumstances described in the Indenture, owners of beneficial
interests in the Notes will not be entitled to receive definitive Notes in
registered, certificated form and will not be considered the Holders
thereof.
The
Company will provide for registration of transfers of the Notes through the
Registrar, subject to the operations and procedures of DTC in effect from time
to time, upon receipt of the information regarding the form of transfer and
the
status of the transferee to be provided on the Assignment Form attached hereto,
along with such other opinions of counsel, certifications and/or other
information satisfactory to the Company and the Trustee in connection with
certain transfers.
Persons
Deemed Owners. A Holder shall be treated as the owner of a Note for all
purposes.
Unclaimed
Money. If money for the payment of principal and premium, if any, or interest
remains unclaimed for one year, the Trustee or the Paying Agent will pay the
money back to the Company at its written request. After that, Holders entitled
to the money must look to the Company for payment, unless applicable law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.
Defeasance
and Discharge Prior to Redemption or Maturity. If the Company deposits with
the
Trustee, in trust, money, U.S. Government Obligations and/or Eligible
Obligations or any combination of the foregoing which through the payment of
interest thereof and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay the then outstanding principal
of,
interest, if any, and premium, if any, on the Notes (and any other Debt
Securities of the same series) to redemption or maturity, and complies with
certain other provisions of the Indenture relating thereto, (i) the Company
will be deemed to have paid and will be discharged from any and all obligations
in respect of the Notes and (ii) certain provisions set forth in the
Indenture will no longer be in effect with respect to the Notes. In addition,
the Company can obtain a Discharge (as defined in the Indenture) with respect
to
all the Debt Securities of a series by depositing with the Trustee, in trust,
funds sufficient to pay at maturity or upon redemption all of the Debt
Securities of that series, provided that all of the Debt Securities of that
series are by their terms to become due and payable within one year or are
to be
called for redemption within one year.
Amendment;
Supplement; 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 aggregate principal amount of the Notes then outstanding, and,
subject to Section 13 hereof, any existing default or Event of Default or
compliance with any provision may be waived with the consent of the Holders
of
at least a majority in principal amount of the Notes then outstanding; provided,
however, that no supplemental indenture may, without the consent of the Holders
of all Debt Securities of that series then outstanding (i) change the fixed
maturity (which term for these purposes does not include payments due pursuant
to any sinking, purchase or analogous fund) of those Debt Securities, reduce
the
principal amount thereof, reduce the rate or extend the time of payment of
interest thereon, reduce any premium payable upon the redemption thereof or
impair the right to institute suit for the enforcement of any such payment
on or
after the maturity thereof (or, in the case of redemption, on or after the
redemption date without the consent of the holder of each debt security so
affected), or (ii) reduce the percentage of Debt Securities of a series
required to approve any such supplemental indenture. Without notice to or the
consent of any Holder, the parties thereto may amend or supplement the Indenture
or the Notes to, among other things, clarify or cure any ambiguity, defect
or
inconsistency and make any change that does not adversely affect the rights
of
any Holder in any material respect.
Restrictive
Covenants. The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries, among other things, to (a) create,
assume, issue, guarantee, or incur any Secured Indebtedness, (b) enter into
any Sale and Leaseback Transaction, (c) merge into or consolidate with or
convey or transfer its properties substantially as an entirety to any person.
Within 120 days after the end of the last fiscal quarter of each year, the
Company shall deliver to the Trustee an Officers’ Certificate stating whether or
not the signers know of any noncompliance with the terms, provisions, covenants
and conditions under the Indenture.
Successor
Persons. When a successor person or other entity assumes all the obligations
of
its predecessor under the Notes and the Indenture, as permitted by the
Indenture, the predecessor person will be released from those
obligations.
Defaults
and Remedies. An Event of Default is: (a) default in the payment of any
installment of interest upon the Notes (or other Debt Securities of the same
series), and continuance of such default for 15 days after receipt by the
Company of written notice of such default from any Person; (b) default in
the payment of the principal of or premium, if any, on the Notes (or other
Debt
Securities of the same series), as the same shall become due and payable either
at maturity, upon redemption, by declaration or otherwise; (c) failure by
the Company to observe or perform any other covenants under the Indenture for
90
days after receipt by the Company of a written notice by the Trustee or receipt
by the Company and the Trustee of written notice by Holders of at least 25%
of
the aggregate principal amount of the Notes (or other Debt Securities of the
same series) then outstanding; and (d) certain events of bankruptcy,
insolvency and reorganization as described in the Indenture.
If
an
Event of Default, as defined in the Indenture, occurs and is continuing, the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the
Notes then outstanding may, and the Trustee at the request of such Holders
shall, declare all the Notes to be due and payable. Holders may not enforce
the
Indenture or the Notes, or take any action with respect to any Event of Default
under the Indenture, or to institute, appear in or defend any suit or other
proceeding with respect thereto, 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 under the Indenture,
Holders of at least a majority in principal amount of the Notes then outstanding
may direct in accordance with the provisions of the Indenture the Trustee in
its
exercise of any trust or power, including waiver of all past defaults,
rescission and annulment of a declaration of acceleration and its consequences
and exercise of any right, remedy or power available to the
Trustee.
Prior
to
any declaration accelerating the maturity of the Notes, the Holders of a
majority in principal amount of the outstanding Notes may, on behalf of the
Holders of the Notes, waive any past default or Event of Default with respect
to
the Notes except a default (i) in the payment of principal of, premium, if
any, or interest, if any, on the Notes or (ii) in regard to a covenant or
provision applicable to that series that cannot be modified or amended without
the consent of the Holder of each outstanding Note. After the principal of
all
outstanding Notes has been declared due and payable but before any judgment
or
decree for the payment of the money has been obtained or entered, the Holders
of
a majority in principal amount of the outstanding Notes may waive all defaults
with respect to the Notes and rescind and annul that declaration if the Company
has paid or deposited with the Trustee a sum sufficient to pay all matured
installments of principal, premium, if any, and interest which has become due
other than by acceleration, and any and all other Events of Default with respect
to the Notes have been remedied, cured or waived.
Trustee
Dealings with Company. Except as prohibited by the Indenture, the Trustee under
the Indenture, 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.
No
Recourse Against Others. No recourse for the payment of the principal of,
premium, if any, or interest on the Notes issued under the Indenture or for
any
claim based thereon or otherwise in respect thereof, and no recourse under
or
upon any of the Company’s obligations, covenants or agreements in the Indenture,
or in Notes or because of the creation of any Indebtedness represented thereby,
shall be had against any of the Company’s incorporators, stockholders, officers,
directors or employees or of any successor Person thereof. Each Holder, by
accepting Notes issued under the Indenture, waives and releases all such
liability. The waiver and release are a condition of, and part of the
consideration for the issuance of the Notes.
Authentication.
This Note shall not be entitled to any right or benefit under the Indenture,
or
be valid, or become obligatory for any purpose, until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Note.
Governing
Law. The Notes shall be governed by and construed in accordance with the laws
of
the State of New York without regard to principles of conflicts of
laws.
The
Company will furnish to any Holder upon written request and without charge
a
copy of the Indenture. Requests may be made to Nucor Corporation, 0000 Xxxxxxx
Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: A. Rae Eagle.
ASSIGNMENT
FORM
To
assign
this Note, fill in the form below:
I
or we
assign and transfer this Note to
(Print
or type assignee’s name, address and zip code)
|
(Insert
assignee’s Soc. Sec. or Tax I.D. No.)
|
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 other side
of
the Note)
|
*NOTICE:
The Signature must be guaranteed by an Institution which is a member of one
of
the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP);
or
(iv) such other guarantee program acceptable to the Trustee.
Exhibit
B
FORM
OF
GLOBAL NOTE DUE
2018
[FACE
OF
THE NOTE]
THIS
SECURITY IS A GLOBAL DEBT SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN 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 OR
BY
THE DEPOSITARY OR SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE) MAY
BE
REGISTERED EXCEPT IN SUCH SPECIFIED CIRCUMSTANCES.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NUCOR CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON 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.
Nucor
Corporation
5.850%
Notes due June 1, 2018
N- &#
160; CUSIP
000000XX0
$
Issue
Date: June 2, 2008
NUCOR
CORPORATION, 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 Five Hundred Million Dollars ($500,000,000) on June 1, 2018. The 5.850%
Notes
due June
1,
2018 are herein referred to as the “Notes”.
Interest
Payment Dates: June 1 and December 1, commencing December 1, 2008.
Record
Dates: May 15 and
November 15.
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.
Date:
|
NUCOR
CORPORATION,
|
|||
as
Issuer
|
||||
Xxxxx X. Xxxxx | ||||
Vice President and Controller |
Trustee’s
Certificate of Authentication
This
5.85% Notes due June
1,
2018 is one of the series of Debt Securities referred to in the within-mentioned
Indenture.
Date:
|
THE
BANK OF NEW YORK,
|
|||
as
Trustee
|
||||
By:
|
||||
Authorized
Signatory
|
[REVERSE
SIDE OF NOTE]
NUCOR
CORPORATION
5.850%
Notes due June 1, 2018
Principal
and Interest. The Company will pay the principal of this Note on June 1,
2018.
The
Company promises to pay interest on the principal amount of this Note on each
Interest Payment Date indicated on the face of this Note (each an “Interest
Payment Date”), as set forth below, at the rate per annum shown
above.
Interest
will be payable semiannually in arrears on each Interest Payment Date,
commencing December 1, 2008.
Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from June 2, 2008; provided that, if
there is no existing default in the payment of interest and if this Note is
authenticated between a regular Record Date as indicated on the face of this
Note (each a “Record Date”) referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such Interest
Payment Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months.
The
Company shall pay interest on overdue principal and premium and interest on
overdue installments of interest, to the extent lawful, at the rate borne by
the
Notes.
Method
of
Payment. The Company will pay interest (except as provided pursuant to Article
Seven of the Indenture with respect to defaulted interest and interest) on
the
principal amount of the Notes as provided above on each June 1 and December
1 to
the Persons who are Holders (as reflected in the Debt Security register at
the
close of business on the May 15 and
November 15 next preceding the applicable Interest Payment Date), even if such
Notes are cancelled after such Record Date and on or before such Interest
Payment Date. On and after the redemption or repurchase of any of the Notes
by
the Company, interest, if any, shall cease to accrue on the Notes, or portion
thereof, subject to redemption or repurchase. With respect to the payment of
principal, the Company will make payment to the Holder that surrenders this
Note
to the paying agent with respect to the Notes (a “Paying Agent”) on or after
June 1, 2018.
Principal
of and premium, if any, and interest on the Notes initially will be payable,
subject with respect to Global Notes in compliance with The Depository Trust
Company’s (“DTC”) customary procedures, by wire transfer of immediately
available funds to the accounts specified by the registered Holder of the Notes
or, if no account is specified, by mailing a check to each such Holder’s
registered address. The Notes will be exchangeable and transfers of the Notes
will be registrable, subject to the limitations provided in the Indenture (as
defined below), at the principal corporate trust office of the Trustee (as
defined below) in New York, New York.
If
any
Interest Payment Date, stated maturity date or earlier redemption date falls
on
a Saturday, a Sunday, or a day on which banking institutions are authorized
by
law to close, then the required payment of principal of and premium, if any,
and
interest may be made on the next succeeding day not a Saturday, a Sunday or
a
day on which banking institutions are authorized by law to close, as if it
were
made on the date payment was due, and no interest will accrue on the amount
so
payable for the period from and after that interest payment date, the stated
maturity date or earlier redemption date, as the case may be.
All
payments made in respect of the Notes are to be made 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.
Paying
Agent and Registrar. Initially, the Trustee will act as authenticating agent,
Paying Agent and Registrar with respect to the Notes (the “Registrar”). The
Company may change any authenticating agent, Paying Agent or Registrar without
notice. The Company, any Subsidiary or any affiliate of any of them may act
as
Paying Agent, Registrar or co-Registrar.
Indenture;
Limitations. The Company issued the Notes under an Indenture dated as of
January 12, 1999 (the “Original Indenture”), as supplemented by the Fourth
Supplemental Indenture dated June 2, 2008 (the “Fourth Supplemental Indenture”
and together with the Original Indenture, the “Indenture”), between the Company
and The Bank of New York, as trustee (the “Trustee”). Capitalized terms herein
are used as defined in the Indenture unless otherwise indicated. Reference
is
made to the Indenture and the Trust Indenture Act of 1939 (the “Trust Indenture
Act”) for a full, complete and detailed statement of the purposes for which the
Notes are issued, the terms on which the Notes are issued and the terms,
provisions and conditions governing payment of the Notes and the provisions,
among others, with respect to the nature and extent of the rights, duties and
obligations of the Trustee, the Paying Agent, the Registrar, the authenticating
agent, Holders and the Company. The Holder of this Note, by acceptance of this
Note, is deemed to have agreed and consented to the terms and provisions of
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. 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.
The
Notes
are general unsecured obligations of the Company. This Note is not secured
by
any collateral, including assets of the Company or any of its Subsidiaries.
The
Fourth Supplemental Indenture establishes the original aggregate principal
amount of the Notes at $500,000,000, all of which were issued by the Company
on
the Issue Date indicated on the face of this Note, and this Note shall represent
the aggregate principal amount of such outstanding Notes from time to time
endorsed thereon pursuant to the Indenture. The aggregate principal amount
of
outstanding Notes represented hereby may from time to time by increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as provided in the Fourth Supplemental
Indenture.
Optional
Redemption. The Notes will be redeemable, at the Company’s option, in whole or
in part, at any time and from time to time in accordance with the provisions
set
forth in the Indenture at a redemption price equal to the greater of (i) 100%
of
the principal amount of such Notes to be redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
on
such Notes to be redeemed (not including the portion of any such payments of
interest accrued to the redemption date) discounted to the redemption date
on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (determined on the third Business Day preceding
such redemption date), plus, in each case, accrued and unpaid interest thereon
to the redemption date.
Change
of
Control Offer to Purchase. Upon a Change of Control Triggering Event, the
Company shall be required to make an offer to purchase the Notes on the terms
set forth in the Fourth Supplemental Indenture.
Denominations;
Transfer; Exchange. The Notes are in registered form without coupons in minimum
denominations of $2,000 of principal amount and integral multiples of $1,000
in
excess thereof. The transfer or exchange of Notes may be registered and the
Notes may be exchanged in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes, fees and/or other governmental charges
required by law or permitted by the Indenture. The Registrar need not register
the transfer or exchange of any Notes selected for redemption. Also, it need
not
register the transfer or exchange of any Notes for a period of 15 days before
the day of the mailing of a notice of redemption of Notes selected for
redemption.
As
provided in the Indenture and subject to certain limitations therein set forth,
Notes will be issued only in registered form and initially will be represented
by one or more Global Notes registered in the name of a nominee of DTC.
Beneficial interests in the Notes will be shown on, and transfers thereof will
be effected only through, the records maintained by DTC participants. Except
for
the limited circumstances described in the Indenture, owners of beneficial
interests in the Notes will not be entitled to receive definitive Notes in
registered, certificated form and will not be considered the Holders
thereof.
The
Company will provide for registration of transfers of the Notes through the
Registrar, subject to the operations and procedures of DTC in effect from time
to time, upon receipt of the information regarding the form of transfer and
the
status of the transferee to be provided on the Assignment Form attached hereto,
along with such other opinions of counsel, certifications and/or other
information satisfactory to the Company and the Trustee in connection with
certain transfers.
Persons
Deemed Owners. A Holder shall be treated as the owner of a Note for all
purposes.
Unclaimed
Money. If money for the payment of principal and premium, if any, or interest
remains unclaimed for one year, the Trustee or the Paying Agent will pay the
money back to the Company at its written request. After that, Holders entitled
to the money must look to the Company for payment, unless applicable law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.
Defeasance
and Discharge Prior to Redemption or Maturity. If the Company deposits with
the
Trustee, in trust, money, U.S. Government Obligations and/or Eligible
Obligations or any combination of the foregoing which through the payment of
interest thereof and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay the then outstanding principal
of,
interest, if any, and premium, if any, on the Notes (and any other Debt
Securities of the same series) to redemption or maturity, and complies with
certain other provisions of the Indenture relating thereto, (i) the Company
will be deemed to have paid and will be discharged from any and all obligations
in respect of the Notes and (ii) certain provisions set forth in the
Indenture will no longer be in effect with respect to the Notes. In addition,
the Company can obtain a Discharge (as defined in the Indenture) with respect
to
all the Debt Securities of a series by depositing with the Trustee, in trust,
funds sufficient to pay at maturity or upon redemption all of the Debt
Securities of that series, provided that all of the Debt Securities of that
series are by their terms to become due and payable within one year or are
to be
called for redemption within one year.
Amendment;
Supplement; 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 aggregate principal amount of the Notes then outstanding, and,
subject to Section 13 hereof, any existing default or Event of Default or
compliance with any provision may be waived with the consent of the Holders
of
at least a majority in principal amount of the Notes then outstanding; provided,
however, that no supplemental indenture may, without the consent of the Holders
of all Debt Securities of that series then outstanding (i) change the fixed
maturity (which term for these purposes does not include payments due pursuant
to any sinking, purchase or analogous fund) of those Debt Securities, reduce
the
principal amount thereof, reduce the rate or extend the time of payment of
interest thereon, reduce any premium payable upon the redemption thereof or
impair the right to institute suit for the enforcement of any such payment
on or
after the maturity thereof (or, in the case of redemption, on or after the
redemption date without the consent of the holder of each debt security so
affected), or (ii) reduce the percentage of Debt Securities of a series
required to approve any such supplemental indenture. Without notice to or the
consent of any Holder, the parties thereto may amend or supplement the Indenture
or the Notes to, among other things, clarify or cure any ambiguity, defect
or
inconsistency and make any change that does not adversely affect the rights
of
any Holder in any material respect.
Restrictive
Covenants. The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries, among other things, to (a) create,
assume, issue, guarantee, or incur any Secured Indebtedness, (b) enter into
any Sale and Leaseback Transaction, (c) merge into or consolidate with or
convey or transfer its properties substantially as an entirety to any person.
Within 120 days after the end of the last fiscal quarter of each year, the
Company shall deliver to the Trustee an Officers’ Certificate stating whether or
not the signers know of any noncompliance with the terms, provisions, covenants
and conditions under the Indenture.
Successor
Persons. When a successor person or other entity assumes all the obligations
of
its predecessor under the Notes and the Indenture, as permitted by the
Indenture, the predecessor person will be released from those
obligations.
Defaults
and Remedies. An Event of Default is: (a) default in the payment of any
installment of interest upon the Notes (or other Debt Securities of the same
series), and continuance of such default for 15 days after receipt by the
Company of written notice of such default from any Person; (b) default in
the payment of the principal of or premium, if any, on the Notes (or other
Debt
Securities of the same series), as the same shall become due and payable either
at maturity, upon redemption, by declaration or otherwise; (c) failure by
the Company to observe or perform any other covenants under the Indenture for
90
days after receipt by the Company of a written notice by the Trustee or receipt
by the Company and the Trustee of written notice by Holders of at least 25%
of
the aggregate principal amount of the Notes (or other Debt Securities of the
same series) then outstanding; and (d) certain events of bankruptcy,
insolvency and reorganization as described in the Indenture.
If
an
Event of Default, as defined in the Indenture, occurs and is continuing, the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the
Notes then outstanding may, and the Trustee at the request of such Holders
shall, declare all the Notes to be due and payable. Holders may not enforce
the
Indenture or the Notes, or take any action with respect to any Event of Default
under the Indenture, or to institute, appear in or defend any suit or other
proceeding with respect thereto, 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 under the Indenture,
Holders of at least a majority in principal amount of the Notes then outstanding
may direct in accordance with the provisions of the Indenture the Trustee in
its
exercise of any trust or power, including waiver of all past defaults,
rescission and annulment of a declaration of acceleration and its consequences
and exercise of any right, remedy or power available to the
Trustee.
Prior
to
any declaration accelerating the maturity of the Notes, the Holders of a
majority in principal amount of the outstanding Notes may, on behalf of the
Holders of the Notes, waive any past default or Event of Default with respect
to
the Notes except a default (i) in the payment of principal of, premium, if
any, or interest, if any, on the Notes or (ii) in regard to a covenant or
provision applicable to that series that cannot be modified or amended without
the consent of the Holder of each outstanding Note. After the principal of
all
outstanding Notes has been declared due and payable but before any judgment
or
decree for the payment of the money has been obtained or entered, the Holders
of
a majority in principal amount of the outstanding Notes may waive all defaults
with respect to the Notes and rescind and annul that declaration if the Company
has paid or deposited with the Trustee a sum sufficient to pay all matured
installments of principal, premium, if any, and interest which has become due
other than by acceleration, and any and all other Events of Default with respect
to the Notes have been remedied, cured or waived.
Trustee
Dealings with Company. Except as prohibited by the Indenture, the Trustee under
the Indenture, 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.
No
Recourse Against Others. No recourse for the payment of the principal of,
premium, if any, or interest on the Notes issued under the Indenture or for
any
claim based thereon or otherwise in respect thereof, and no recourse under
or
upon any of the Company’s obligations, covenants or agreements in the Indenture,
or in Notes or because of the creation of any Indebtedness represented thereby,
shall be had against any of the Company’s incorporators, stockholders, officers,
directors or employees or of any successor Person thereof. Each Holder, by
accepting Notes issued under the Indenture, waives and releases all such
liability. The waiver and release are a condition of, and part of the
consideration for the issuance of the Notes.
Authentication.
This Note shall not be entitled to any right or benefit under the Indenture,
or
be valid, or become obligatory for any purpose, until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Note.
Governing
Law. The Notes shall be governed by and construed in accordance with the laws
of
the State of New York without regard to principles of conflicts of
laws.
The
Company will furnish to any Holder upon written request and without charge
a
copy of the Indenture. Requests may be made to Nucor Corporation, 0000 Xxxxxxx
Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: A. Rae Eagle.
ASSIGNMENT
FORM
To
assign
this Note, fill in the form below:
I
or we
assign and transfer this Note to
(Print
or type assignee’s name, address and zip code)
|
(Insert
assignee’s Soc. Sec. or Tax I.D. No.)
|
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 other side
of
the Note)
|
*NOTICE:
The Signature must be guaranteed by an Institution which is a member of one
of
the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP);
or
(iv) such other guarantee program acceptable to the Trustee.