UNITED STATES STEEL CORPORATION,
Issuer
and
THE BANK OF NEW YORK MELLON,
Trustee
FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 19, 2010
TO INDENTURE
DATED AS OF MAY 21, 2007
Relating To
$600,000,000 7-3/8% Senior Notes due April 1, 2020
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE, dated as of March 19, 2010
(the "Supplemental Indenture"), to the Indenture (defined below) between
United States Steel Corporation (the "Company"), a Delaware corporation, and
The Bank of New York Mellon, a New York banking corporation, as Trustee (the
"Trustee").
RECITALS
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of May 21, 2007 (the "Base Indenture"),
providing for the issuance from time to time of its notes and other
evidences of senior debt securities, to be issued in one or more series as
therein provided;
WHEREAS, pursuant to the terms of the Base Indenture, the Company
desires to provide for the establishment of a new series of its Securities to
be known as its 7-3/8% Senior Notes due 2020 (the "Notes"), the form and
substance of such Notes and the terms, provisions and conditions thereof
to be set forth as provided in the Base Indenture and this Supplemental
Indenture (together, the "Indenture"); and
WHEREAS, the Company has requested that the Trustee execute and
deliver this Supplemental Indenture, and all requirements necessary to
make this Supplemental Indenture a valid instrument in accordance with its
terms, and to make the Notes, when executed by the Company and authenticated
and delivered by the Trustee, the valid and legally binding obligations of
the Company, and all acts and things necessary have been done and performed
to make this Supplemental Indenture enforceable in accordance with its
terms, and the execution and delivery of this Supplemental Indenture
has been duly authorized in all respects.
WITNESSETH:
NOW, THEREFORE, for and in consideration of the premises contained
herein, each party agrees for the benefit of each other party and for the
equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. Capitalized terms used but not defined in this
Supplemental Indenture shall have the meanings ascribed to them in the Base
Indenture.
Section 1.02. References in this Supplemental Indenture to article and
section numbers shall be deemed to be references to article and section numbers
of this Supplemental Indenture unless otherwise specified.
Section 1.03. For purposes of this Supplemental Indenture, the
following terms have the meanings ascribed to them as follows:
"Attributable Debt" means, with respect to any sale and leaseback
transaction, at the time of determination, the lesser of (1) the sale price of
the property so leased multiplied by a fraction the numerator of which is the
remaining portion of the base term of the lease included in such transaction
and the denominator of which is the base term of such lease, and (2) the total
obligation (discounted to the present value at the implicit interest factor,
determined in accordance with GAAP, included in the rental payments) of the
lessee for rental payments (other than amounts required to be paid on account
of property taxes as well as maintenance, repairs, insurance, water rates and
other items which do not constitute payments for property rights) during the
remaining portion of the base term of the lease included in such transaction.
"Base Indenture" has the meaning provided in the recitals.
"Change of Control" has the meaning provided in Section 4.02.
"Change of Control Repurchase Event" has the meaning provided in
Section 4.02.
"Comparable Treasury Issue" has the meaning provided in Section 4.01.
"Comparable Treasury Price" has the meaning provided in Section 4.01.
"Consolidated Net Tangible Assets" means, as of the time of
determination, the aggregate amount of the assets of the Company and the
assets of its consolidated Subsidiaries after deducting (1) all
goodwill, trade names, trademarks, service marks, patents, unamortized debt
discount and expense and other intangible assets and (2) all current
liabilities, as reflected on the most recent consolidated balance sheet
prepared by the Company in accordance with GAAP contained in an annual
report on Form 10-K or a quarterly report on Form 10-Q timely filed or any
amendment thereto (and not subsequently disclaimed as not being reliable by
the Company) pursuant to the Exchange Act by the Company prior to the
time as of which "Consolidated Net Tangible Assets" is being determined.
"Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.
"Depositary" has the meaning provided in Section 2.03.
"Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such
Person (1) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or by agreement to keep well, to
purchase assets, goods, securities or services, to take or pay or to
maintain financial statement conditions or otherwise) or (2) entered into
for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided, however, that the
term "Guarantee" shall not include endorsements for collection or deposit in
the ordinary course of business. The term "Guarantee," when used as a verb,
shall have a correlative meaning.
"Hedging Obligation" means the obligations of any Person pursuant to
any Interest Rate Agreement or Currency Agreement.
"Incur" means issue, assume, Guarantee or otherwise become liable
for Indebtedness.
"Indebtedness" means, with respect to any Person, obligations of
such Person for borrowed money (including without limitation,
Indebtedness for borrowed money evidenced by notes, bonds, debentures or
similar instruments).
"Independent Investment Banker" has the meaning provided in Section 4.01.
"Indenture" has the meaning provided in the recitals.
"Interest Payment Date" has the meaning provided in Section 2.04.
"Interest Rate Agreement" means, in respect of a Person, any interest
rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against
fluctuations in interest rates.
"Investment Grade" has the meaning provided in Section 4.02.
"Liens" has the meaning provided in Section 3.01.
"Moody's" has the meaning provided in Section 4.02.
"Notes" has the meaning provided in the recitals.
"Primary Treasury Dealer" has the meaning provided in Section 4.01.
"Principal Property" means any domestic blast furnace or steel
producing facility, or casters that are part of a plant that includes such a
facility, in each case located in the United States, having a net book value
in excess of 1% of Consolidated Net Tangible Assets at the time of
determination.
"Rating Agency" has the meaning provided in Section 4.02.
"Rating Category" has the meaning provided in Section 4.02.
"Rating Date" has the meaning provided in Section 4.02.
"Ratings Event" has the meaning provided in Section 4.02.
"Reference Treasury Dealer" has the meaning provided in Section 4.01.
"Reference Treasury Dealer Quotations" has the meaning provided in
Section 4.01.
"Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to
issue other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.
"S&P" has the meaning provided in Section 4.02.
"Subsidiary" means, with respect to any Person (the "Parent") at any
date, any corporation, limited liability company, partnership, association
or other entity of which a majority of the shares or securities or other
interests having ordinary voting power for the election of directors or
another governing body (other than securities or interests having such
power only by reason of the happening of a contingency) are at the time
beneficially owned directly or indirectly through one or more
intermediaries, or both, by the Parent.
"Supplemental Indenture" has the meaning provided in the preamble.
"Treasury Yield" has the meaning provided in Section 4.01.
"Trustee" has the meaning provided in the preamble.
"Voting Stock" has the meaning provided in Section 4.02.
ARTICLE TWO
GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 2.01. Designation and Principal Amount.
The Notes are hereby authorized and are designated the 7?% Senior Notes
due 2020, unlimited in aggregate principal amount. The Notes issued on the
date hereof pursuant to the terms of this Indenture shall be in an
aggregate principal amount of $600,000,000, which amount shall be set forth in
the written order of the Company for the authentication and delivery of the
Notes pursuant to Section 3.03 of the Base Indenture. In addition, the Company
may issue, from time to time in accordance with the provisions of this
Indenture, additional Notes having the same terms and conditions as the
Notes issued on the date hereof in all respects (except for the payment of
interest accruing prior to the issue date of such additional Notes), so that
such additional Notes shall be consolidated and form a single series with the
Notes issued on the date hereof and shall be governed by the terms of this
Indenture.
Section 2.02. Maturity.
The principal amount of the Notes shall be payable on April 1, 2020.
Section 2.03. Form and Payment.
The Notes shall be issued as global notes, in fully registered
book-entry form without coupons in denominations of $1,000 and integral
multiples thereof.
Principal, premium, if any, and/or interest, if any, on the global
notes representing the Notes shall be made to The Depository Trust
Company (the "Depositary").
The global notes representing the Notes shall be deposited with, or
on behalf of, the Depositary and shall be registered in the name of the
Depositary or a nominee of the Depositary. No global note may be transferred
except as a whole by a nominee of the Depositary to the Depositary or to
another nominee of the Depositary, or by the Depositary or such nominee to
a successor of the Depositary or a nominee of such successor.
The Bank of New York Mellon shall act as Paying Agent for the Notes.
The Company may choose to pay interest by mailing checks or making wire
transfers. All money paid by the Company to any Paying Agent that remains
unclaimed at the end of two years after the amount is due to Holders shall
be repaid to the Company. After such two-year period, Holders may look only
to the Company for payment and not to the Trustee, any other Paying Agent
or anyone else. The Company may also arrange for additional payment
offices, and may cancel or change these offices, including any use of the
Trustee's corporate trust office. The Company shall notify the Holders of
changes in the identity of the Paying Agent.
Section 2.04. Interest.
Interest on the Notes shall accrue at the rate of 7.375% per
annum. Interest on the Notes shall accrue from March 19, 2010 or the
most recent interest payment date on which interest was paid. Interest on
the Notes shall be payable semiannually in arrears on April 1 and October
1, commencing on October 1, 2010 (each an "Interest Payment Date"), to the
Holders in whose names the Notes are registered at the close of business on
the March 15 and September 15 immediately preceding such Interest Payment
Date. Interest on the Notes shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.
ARTICLE THREE
ADDITIONAL COVENANTS
SECTION 3.01. Limitation on Liens.
The Company shall not Incur, and shall not permit any of its
Subsidiaries to Incur, any Indebtedness for borrowed money secured by a
mortgage, security interest, pledge, lien, charge or other similar
encumbrance (collectively, "Liens") upon (a) any Principal Property of
the Company or any Principal Property of a Subsidiary or (b) any shares of
stock or other equity interests or Indebtedness of any Subsidiary that owns
a Principal Property (whether such Principal Property, shares of stock or
other equity interests or Indebtedness is now existing or owned or hereafter
created or acquired), in each case, unless prior to or at the same time,
the Notes (together with, at the option of the Company, any other
Indebtedness of the Company or any Subsidiary ranking equally in right of
payment with the Notes) are equally and ratably secured with or, at the option
of the Company, prior to, such Indebtedness.
Any Lien created for the benefit of Holders pursuant to the
preceding sentence shall provide by its terms that such Lien shall be
automatically and unconditionally released and discharged upon the release
and discharge of such Lien.
The foregoing restriction does not apply, with respect to any Person,
to any of the following:
(i) leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash
or United States government bonds to secure surety or appeal bonds to
which such Person is a party, or deposits as security for
contested taxes or import duties or for the payment of rent, in
each case Incurred in the ordinary course of business;
(ii) Liens imposed by law, such as carriers', warehousemen's and
mechanics' liens, in each case for sums not yet overdue by more than
30 days or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then
be proceeding with an appeal or other proceedings for review and
Liens arising solely by virtue of any statutory or common law
provision relating to banker's Liens, rights of set-off or
similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository institution;
provided, however, that (A) such deposit account is not a dedicated
cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by
regulations promulgated by the Federal Reserve Board and (B) such
deposit account is not intended by the Company to provide
collateral to the Depositary;
(iii)Liens for property taxes not yet subject to penalties for non-
payment or which are being contested in good faith by
appropriate proceedings;
(iv) minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, licenses, rights-of-way,
sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of
real property or Liens incidental to the conduct of the business of
such Person or to the ownership of its properties which were not
Incurred in connection with Indebtedness and which do not in the
aggregate materially adversely affect the value of said properties
or materially impair their use in the operation of the business of
such Person;
(v) Liens securing Indebtedness Incurred to finance the
construction, purchase or lease of, or repairs, improvements or
additions to, property, plant or equipment of such Person;
provided, however, that the Lien may not extend to any other
property owned by such Person at the time the Lien is Incurred
(other than assets and property affixed or appurtenant thereto), and
the Indebtedness (other than any interest thereon) secured by the
Lien may not be Incurred more than 180 days after the later of
the acquisition, completion of construction, repair, improvement,
addition or commencement of full operation of the property subject to
the Lien;
(vi) Liens existing on the issue date of the Notes;
(vii)Liens on property or shares of capital stock of another Person
at the time such other Person becomes a Subsidiary of such
Person; provided, however, that the Liens may not extend to any other
property owned by such Person (other than assets and property
affixed or appurtenant thereto);
(viii)Liens securing industrial revenue or pollution control bonds
issued for the benefit of the Company;
(ix) Liens on property at the time such Person or any of its
Subsidiaries acquires the property, including any acquisition by
means of a merger or consolidation with or into such Person or a
Subsidiary of such Person; provided, however, that the Liens may
not extend to any other property owned by such Person (other than
assets and property affixed or appurtenant thereto);
(x) Liens securing Indebtedness or other obligations of a Subsidiary
of such Person owing to such Person or a wholly-owned Subsidiary of
such Person;
(xi) Liens to secure any Refinancing (or successive Refinancings) as
a whole, or in part, of any Indebtedness secured by any Lien referred
to in the foregoing clauses (v), (vi), (vii), (viii) or (ix);
provided, however, that: (a) such new Lien shall be limited to all
or part of the same property and assets that secured or, under
the written agreements pursuant to which the original Lien arose,
could secure the original Lien (plus improvements and accessions to,
such property or proceeds or distributions thereof); and (b) the
Indebtedness secured by such Lien at such time is not increased to
any amount greater than the sum of (x) the outstanding principal
amount or, if greater, committed amount of the Indebtedness under
clauses (v), (vi), (vii), (viii) or (ix) at the time the original
Lien became a Lien permitted under the Indenture and (y) an amount
necessary to pay any fees and expenses, including premiums,
related to such Refinancing, refunding, extension, renewal or
replacement; and
(xii)Liens on assets subject to a sale and leaseback transaction
securing Attributable Debt permitted to be Incurred pursuant
to Section 3.02.
Notwithstanding the foregoing restrictions, the Company and its
Subsidiaries shall be permitted to Incur Indebtedness secured by a Lien
which would otherwise be subject to the foregoing restrictions without
equally and ratably securing the Notes, if any, provided that, after giving
effect to such Indebtedness, the aggregate amount of all Indebtedness
secured by Liens (not including Liens permitted under clauses (i) through
(xii) above), together with all Attributable Debt outstanding pursuant to
the second paragraph of Section 3.02, does not exceed 15% of the
Consolidated Net Tangible Assets of the Company calculated as of the date of
the creation or incurrence of the Lien. The Company and its Subsidiaries also
may, without equally and ratably securing the Notes, create or Incur Liens
that extend, renew, substitute or replace (including successive extensions,
renewals, substitutions or replacements), in whole or in part, any Lien
permitted pursuant to the preceding sentence.
Section 3.02. Limitation on Sale and Leaseback Transactions.
The Company shall not directly or indirectly, and shall not permit any
of its Subsidiaries that own a Principal Property directly or indirectly to,
enter into any sale and leaseback transaction for the sale and leasing back
of any Principal Property, whether now owned or hereafter acquired, unless:
(i) such transaction was entered into prior to the date of issuance of
the Notes (other than any additional Notes);
(ii) such transaction was for the sale and leasing back to the Company
or one of its Subsidiaries of any property by the Company or one
of its Subsidiaries;
(iii)such transaction involves a lease for not more than three years
(or which may be terminated by the Company or its Subsidiaries
within a period of not more than three years);
(iv) the Company would be entitled to Incur Indebtedness secured by a
Lien with respect to such sale and leaseback transaction without
equally and ratably securing the Notes pursuant to the last
paragraph of Section 3.01; or
(v) the Company applies an amount equal to the net proceeds from the
sale of such property to the purchase of other property or assets
used or useful in its business or to the retirement of long-term
Indebtedness within 365 days before or after the effective date of
any such sale and leaseback transaction; provided that, in lieu
of applying such amount to the retirement of long-term
Indebtedness, the Company may deliver Notes of both series to the
Trustee for cancellation, such Notes to be credited at the cost
thereof to it.
Notwithstanding the restrictions set forth in the preceding paragraph,
the Company and its Subsidiaries may enter into any sale and leaseback
transaction which would otherwise be subject to the foregoing restrictions,
if after giving effect thereto the aggregate amount of all Attributable Debt
with respect to such transactions, together with all Indebtedness
outstanding pursuant to the last paragraph of Section 3.01, does not
exceed 15% of the Consolidated Net Tangible Assets of the Company calculated
as of the closing date of the sale and leaseback transaction.
ARTICLE FOUR
REDEMPTION OF THE NOTES
SECTION 4.01. Optional Redemption.
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.
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
of Notes 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 of the Notes 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.
For purposes of determining the optional redemption price, the
following definitions are applicable:
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of each series of the Notes 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 terms of the Notes.
"Comparable Treasury Price" means, with respect to any redemption date,
the average of the Reference Treasury Dealer Quotations obtained by the Company
for that redemption date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or, if the Company is unable to obtain at
least four such Reference Treasury Dealer Quotations, the average of all
Reference Treasury Dealer Quotations obtained by the Company.
"Independent Investment Banker" means Banc of America Securities LLC,
or, if such firm is unwilling or unable to select the applicable Comparable
Treasury Issue, an independent investment banking institution of
national standing appointed by the Company.
"Reference Treasury Dealer" means Banc of America Securities LLC and
its successors, and at least two other primary U.S. government securities
dealers in New York City (each, a "Primary Treasury Dealer") selected by the
Independent Investment Banker; provided, however, that if any of the foregoing
shall cease to be a Primary Treasury Dealer, the Company shall substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date for the Notes, an
average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue for the Notes, expressed in each case as a
percentage of its principal amount, quoted in writing to the Trustee by
the Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third business day preceding the redemption date.
"Treasury Yield" means, with respect to any redemption date applicable
to the Notes, the rate per annum equal to the semiannual equivalent
yield to maturity, computed as of the third business day immediately
preceding the redemption date, of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue, expressed as a percentage of its
principal amount, equal to the applicable Comparable Treasury Price for the
redemption date.
Section 4.02. Purchase of Notes Upon a Change of Control Repurchase
Event.
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 of the Notes 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 of 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 officer's 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.
For purposes of this Section 4.02, the following definitions
are applicable:
"Change of Control" shall occur if: (1) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that for purposes of this clause (1) such person shall be deemed to
have "beneficial ownership" of all shares that any such person has the right to
acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 50% of the total
voting power of the Voting Stock of the Company; (2) individuals who on the
issue date of the Notes constituted the Board of Directors (together
with any new directors whose election by such Board of Directors or whose
nomination for election by the shareholders of the Company was approved by
a vote of 66?% of the directors of the Company then still in office who were
either directors on the issue date of the Notes or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors then in office;
(3) the adoption of a plan relating to the liquidation or dissolution of the
Company; or (4) the merger or consolidation of the Company with or into
another person or the merger of another person with or into the Company, or
the sale of all or substantially all the assets of the Company (determined
on a consolidated basis) to another person, other than a merger or
consolidation transaction in which Holders of securities that represented
100% of the Voting Stock of the Company immediately prior to such
transaction (or other securities into which such securities are converted as
part of such merger or consolidation transaction) own directly or indirectly
at least a majority of the voting power of the Voting Stock of the surviving
person in such merger or consolidation transaction immediately after
such transaction and in substantially the same proportion as before the
transaction.
"Change of Control Repurchase Event" means the occurrence of both a
Change of Control and a Ratings Event.
"Investment Grade" means a rating of Baa3 or better by Moody's (or
its equivalent under any successor Rating Categories of Moody's), a rating of
BBB- or better by S&P (or its equivalent under any successor Rating
Categories of S&P) and the equivalent Investment Grade credit rating from
any additional Rating Agency or Rating Agencies selected by the Company.
"Moody's" means Moody's Investors Service Inc.
"Rating Agency" means (1) each of Moody's and S&P and (2) if either
of 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-l(e)(2)(vi)(F) under the Exchange Act, selected by
the Company (as certified by a resolution of the board of directors of
the Company) as a replacement agency for Moody's or S&P, or both, as the
case may be.
"Rating Category" means (1) with respect to S&P, any of the
following categories: BBB, BB, B, CCC, CC, C and D (or equivalent successor
categories); (2) with respect to Moody's, any of the following categories:
Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (3)
the equivalent of any such category of S&P or Moody's used by another Rating
Agency. In determining whether the rating of the Notes has decreased by
one or more gradations, gradations within Rating Categories (+ and - for
S&P; 1, 2 and 3 for Moody's; or the equivalent gradations for another Rating
Agency) shall be taken into account (e.g., with respect to S&P, a decline in
a rating from BB+ to BB, as well as from BB- to B+, shall constitute a
decrease of one gradation).
"Rating Date" means the date that is 60 days prior to the earlier of (1)
a Change of Control or (2) public notice of the occurrence of a Change of
Control or of the intention by the Company to effect a Change of Control.
"Ratings Event" means the occurrence of the events described in (a) or
(b) of this definition on, or within 60 days after the earlier of,
(1) the occurrence of a Change of Control or (2) public notice of the
occurrence of a Change of Control or the intention by the Company to effect
a Change of Control (which 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): (a) if the Notes are rated by both Rating
Agencies on the Rating Date as Investment Grade, the rating of the Notes shall
be reduced so that the Notes are rated below Investment Grade by both Rating
Agencies, or (b) if the Notes are rated below Investment Grade by at least
one Rating Agency, the ratings of the Notes by both Rating Agencies shall
be decreased by one or more gradations (including gradations within Rating
Categories, as well as between Rating Categories) and the Notes are then
rated below Investment Grade by both Rating Agencies. Notwithstanding the
foregoing, a Ratings Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a
particular Change of Control (and thus shall not be deemed a Ratings Event
for purposes of the definition of Change of Control Repurchase Event
hereunder) if the Rating Agencies making the reduction in rating to which this
definition would otherwise apply do not announce or publicly confirm or
inform the Trustee in writing at its request that the reduction was the
result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control shall have occurred at
the time of the Ratings Event).
"S&P" means Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.
"Voting Stock" of any specified "person" (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date means 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.
ARTICLE FIVE
EVENTS OF DEFAULT
SECTION 5.01. Additional Event of Default.
In addition to the Events of Default set forth in Section 5.01 of the
Base Indenture, the Notes shall also be subject to the following Event of
Default:
(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 Section 4.02.
ARTICLE SIX
MISCELLANEOUS
SECTION 6.01. Form of Notes.
The Notes and the Trustee's Certificates of Authentication to be
endorsed thereon are to be substantially in the form of Exhibit A, which forms
are hereby incorporated in and made a part of this Supplemental Indenture.
The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Supplemental Indenture, and the
Company and the Trustee, by their execution and delivery of this Supplemental
Indenture, expressly agree to such terms and provisions and to be bound
thereby.
Section 6.02. Ratification of Base Indenture.
The Base Indenture, as supplemented by this Supplemental Indenture, is
in all respects ratified and confirmed.
Section 6.03. Application of Supplemental Indenture.
This Supplemental Indenture shall be deemed part of the Base Indenture
in the manner and to the extent herein and therein provided.
Section 6.04. Trust Indenture Act Controls.
If any provision hereof limits, qualifies or conflicts with the
duties imposed by Sections 310 through 317 of the Trust Indenture Act, the
imposed duties shall control.
Section 6.05. Conflict with Base Indenture.
To the extent not expressly amended or modified by this
Supplemental Indenture, the Base Indenture shall remain in full force and
effect. If any provision of this Supplemental Indenture relating to the
Notes is inconsistent with any provision of the Base Indenture, the provision
of this Supplemental Indenture shall control.
Section 6.06. Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 6.07. Successors.
All agreements of the Company in the Base Indenture, this
Supplemental Indenture and the Notes shall bind its successors. All
agreements of the Trustee in the Base Indenture and this Supplemental
Indenture shall bind its successors.
Section 6.08. Counterparts.
This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 6.09. Trustee Disclaimer.
The Trustee makes no representation as to the validity or sufficiency
of this Supplemental Indenture other than as to the validity of its execution
and delivery by the Trustee. The recitals and statements herein are deemed
to be those of the Company and not the Trustee.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties to this Supplemental Indenture have
caused it to be duly executed as of the day and year first above written.
UNITED STATES STEEL CORPORATION
By:/s/ L. T. Brockway
------------------------------------
Name: L. T. Brockway
Title: Vice President & Treasurer
THE BANK OF NEW YORK MELLON, as Trustee
By:/s/ Mary Miselis
-------------------------------------
Name: Mary Miselis
Title: Vice President
Exhibit A
Form of Global Note Representing the Notes