Exhibit 4.2
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SECOND SUPPLEMENTAL INDENTURE
Dated as of May 20, 2003
to
INDENTURE
between
UNITED STATES STEEL CORPORATION
(formerly known as UNITED STATES STEEL LLC),
Issuer
and
THE BANK OF NEW YORK,
Trustee
Dated as of July 27, 2001
10-3/4% Senior Notes due August 1, 2008
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THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 20, 2003,
between United States Steel Corporation (formerly known as United States Steel
LLC and successor by merger to United States Steel Financing Corp.), a Delaware
corporation (referred to herein as the "Company" or the "Issuer") and The Bank
of New York, a New York banking corporation, as trustee (the "Trustee").
WITNESSETH:
WHEREAS, the Issuer and the Trustee executed and delivered an
Indenture, dated as of July 27, 2001 and amended by a First Supplemental
Indenture, dated as of November 26, 2001 (the "Indenture"), providing for the
issuance of $385,000,000 principal amount of 10-3/4% Senior Notes due August 1,
2008 (the "Initial Notes");
WHEREAS, pursuant to the Indenture, the Issuer issued an additional
$150,000,000 principal amount of 10-3/4% Senior Notes due August 1, 2008 (the
"Additional Notes", together with the Initial Notes, the "Notes);
WHEREAS, pursuant to Section 9.2 of the Indenture, the Issuer and
the Trustee have solicited and obtained the consent of the requisite number of
Holders (as defined in the Indenture) to modify the terms of the Notes;
WHEREAS, all acts, conditions and requirements necessary to make
this Second Supplemental Indenture a valid and binding agreement in accordance
with its terms and for the purposes herein set forth have been done and taken,
and the execution and delivery of this Second Supplemental Indenture has been in
all respects duly authorized;
NOW THEREFORE, in consideration of the premises, the Issuer and the
Trustee covenant and agree as follows:
ARTICLE I
AMENDMENTS
SECTION 1.1. (a) The definition of "Consolidated Net Income" in
Section 1.1 of the Indenture is hereby amended by deleting the word "and" at the
end of clause (v), deleting the "." at the end of clause (vi) and replacing it
with "; and" and adding the following clause (vii) before the last paragraph
thereof:
"(vii) one-time benefit charges incurred in connection with the
Company's workforce reduction activities announced in 2003 and
charges incurred in connection with any merger of the
Company's pension plans in 2003, in each case, including
without limitation, any curtailment or re-measurement charges
triggered by such activities."
(b) The definition of "EBITDA" in Section 1.1 of the Indenture is
hereby amended by (i) in the second line thereof, adding a "(i)" after the word
"minus" and adding the
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phrase "and (ii) the sum of (x) payments made by the Company for pensions and
other post retirement benefits that are not reimbursed by plan assets and (y)
and funding by the Company to plan trusts" before the words "and plus" in the
third line thereof and (ii) replacing clause (v) thereof with the following:
"(v) net periodic benefit cost recorded for pensions and other
postretirement benefits."
(c) The definition of "Like-Kind Exchange" in Section 1.1 of the
Indenture is hereby amended by adding "(i)" after the word "means" in the first
line thereof and by adding the following at the end thereof:
"or (ii) the acquisition of property from a Person with the proceeds
of the disposition of similar property in such a qualifying
transaction."
(d) The definition of "Permitted Investment " in Section 1.1 of the
Indenture is hereby amended by deleting the word "and" at the end of clause (x),
deleting the "." at the end of clause (xi) and replacing it with "; and" and
adding the following clause (xii) at the end thereof:
"(xii) any loan made to a Person in connection with a Like-Kind
Exchange, provided such loan is repaid in full within 180
days."
SECTION 1.2. Section 4.13(b) of the Indenture is hereby amended by
deleting the word "or" at the end of clause (vi), deleting the `." at the end of
clause (vii) and replacing it with "; or", and adding the following clause
(viii) after the last paragraph thereof:
"(viii) so long as no Default has occurred and is continuing, the
declaration and payment of dividends on the Company's 7.00%
Series B Mandatory Convertible Preferred Shares pursuant to
their terms; provided that such dividends shall be excluded
in the calculation of the amount of Restricted Payments."
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2.1. For all purposes of this Second Supplemental Indenture,
except as otherwise defined or unless the context otherwise requires,
capitalized terms used in this Second Supplemental Indenture and defined in the
Indenture have the meaning specified in the Indenture.
SECTION 2.2. Except as specifically amended and supplemented by this
Second Supplemental Indenture, the Indenture shall remain in full force and
effect and is hereby ratified and confirmed.
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SECTION 2.3. The laws of the State of New York shall govern this
Second Supplemental Indenture.
SECTION 2.4. All agreements of the Issuer in this Second
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Second Supplemental Indenture shall bind its successors.
SECTION 2.5. The parties may sign any number of counterparts of this
Second Supplemental Indenture. Each such counterpart shall be an original, but
all of them together represent the same agreement.
SECTION 2.6. Without limiting the provisions of the Indenture
relating to the responsibilities of the Trustee, the Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.
Issuer:
UNITED STATES STEEL CORPORATION
By:
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Name:
Title:
Trustee:
THE BANK OF NEW YORK
By:
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Name:
Title:
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