THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL
INDENTURE TO THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE III OF THE INDENTURE,
(II) THIS GLOBAL NOTE MAY BE EXCHANGED PURSUANT TO SECTION 3.05 OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 3.09 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY OR ANY SUCCESSOR THERETO.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL INDENTURE TO THE INDENTURE GOVERNING
THIS NOTE), TO THE COMPANY OR ANY SUCCESSOR THERETO OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNITED STATES STEEL CORPORATION
No. 1
Principal Amount $600,000,000
CUSIP NO. 912909 AF5
ISIN NO. US912909AF50
7-3/8% Senior Notes due 2020
UNITED STATES STEEL CORPORATION, a Delaware corporation, for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of SIX HUNDRED MILLION DOLLARS ($600,000,000) on April 1, 2020.
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
Additional provisions of this Note are set forth on the other side
of this Note.
IN WITNESS WHEREOF, the Company has caused this Instrument to be
duly executed.
UNITED STATES STEEL CORPORATION
By:
-------------------------------------
Name:
Title:
ATTEST:
- --------------------
Assistant Secretary
Dated: March 19, 2010
TRUSTEE CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON, as Trustee
By:
--------------------
Authorized Signatory
Dated: March 19, 2010
(REVERSE OF NOTE)
7-3/8% SENIOR NOTES DUE 2020
1. Interest.
United States Steel Corporation, a Delaware corporation (the "Company"
and the "Issuer") promises to pay interest on the principal amount of this
Note at the rate per annum set forth above.
The Issuer shall pay accrued interest semiannually on each April 1 and
October 1, commencing on October 1, 2010 or if any such day is not a Business
Day (as defined in the Indenture referred to below), on the next Business Day.
2. Method of Payment.
The Issuer shall pay the principal of (and premium, if any) and interest
on the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date even if the Notes are cancelled, repurchased or redeemed
after such Record Date, and on or before such Interest Payment Date. Holders
must surrender Notes to the Paying Agent to collect principal payments. The
Issuer shall pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts
("U.S. Legal Tender"). However, the Issuer may pay principal and interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.
3. Paying Agent and Registrar.
Initially, The Bank of New York Mellon will act as Paying Agent and
Security Registrar. The Company shall notify each Holder of changes in the
identities of the Paying Agent or Security Registrar. The Company or any of
its domestically incorporated wholly-owned Subsidiaries may act as the Paying
Agent.
4. Indenture.
The Issuer issued the Notes under an Indenture, dated as of May 21, 2007
(the "Base Indenture"), between the Issuer and The Bank of New York Mellon (as
successor to The Bank of New York), a New York banking corporation (the
"Trustee"), as supplemented by a Fourth Supplemental Indenture, dated as of
March 19, 2010, between the Issuer and The Bank of New York Mellon, a New York
banking corporation, as Trustee (the "Supplemental Indenture," and together
with the Base Indenture, the "Indenture"). The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. C. 77aaa-77bbbb), as in effect on
the date of the Indenture (the "TIA"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all such terms, and Holders are referred to the Indenture and
the TIA for a statement of terms.
The Notes are senior and unsecured obligations of the Issuer. The Notes
include the initial Notes and any additional Notes actually issued. The
initial Notes and any additional Notes actually issued are treated as a single
class of securities under the Indenture. The Indenture imposes certain
limitations on the incurrence of Liens and certain sale and leaseback
transactions with respect to Principal Property and limits the Company's
ability to consolidate, merge or transfer, all or substantially all of the
Company's assets. Each Holder, by accepting a Note, agrees to be bound by all
of the terms and provisions of the Indenture. Any conflict between this Note
and the Indenture will be governed by the Indenture.
5. Optional Redemption.
The Company may redeem the Notes, at its option, at any time in whole, or
from time to time in part, at a price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed, exclusive of
interest accrued to the date of redemption, discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the applicable Treasury Yield plus 50 basis points,
plus accrued interest to the date of redemption.
6. Notice of Redemption.
The Notes called for redemption become due on the date fixed for
redemption. Notices of redemption shall be mailed by first-class mail at least
30 but not more than 60 days before the redemption date to each Holder to be
redeemed at its registered address. The notice of redemption for the Notes
shall state the amount to be redeemed. On and after the redemption date,
interest shall cease to accrue on any Notes that are redeemed. If less than all
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.
7. 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 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.
8. Denominations; Transfer; Exchange.
The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples thereof. A Holder may register, transfer or
exchange Notes in accordance with the Indenture. The Security Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture. The Security Registrar need not register the transfer of or
exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) for a period
beginning 15 business days before a selection of Notes to be redeemed and
ending on the date of such selection.
9. Persons Deemed Owners.
The registered holder of this Note shall be treated as the owner of it for
all purposes.
10. Unclaimed Money.
If money for the payment of principal or interest remains unclaimed for
two years after the date of payment of principal and interest, the Trustee or
Paying Agent shall pay the money back to the Issuer without interest thereon
upon written request by the Issuer. After any such payment, Holders entitled
to the money shall look only to the Issuer and not the Trustee for payment.
11. Defeasance.
Subject to certain conditions set forth in the Indenture, the Issuer at
any time may terminate some or all of its obligations under the Notes and the
Indenture if the Issuer deposits with the Trustee money or U.S. Government
Obligations for the payment of principal of and interest on the Notes to
redemption or maturity, as the case may be.
12. Amendment, Waiver.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders
of a least a majority in principal amount at maturity of the outstanding Notes
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount at maturity of
the outstanding Notes. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Issuer and the Trustee may
amend the Indenture or the Notes to cure any ambiguity, omission, defect or
inconsistency, or to provide for uncertificated Notes in addition to or in
place of certificated Notes, or to secure the Notes, or to add additional
covenants of the Issuer or surrender rights and powers conferred on the Issuer,
or to make any change that does not materially and adversely affect the rights
of any Holder.
13. Defaults and Remedies.
Under the Indenture, Events of Default include (i) a failure by the
Company to repurchase Notes of such series tendered for repurchase following
the occurrence of a Change of Control Repurchase Event in conformity with
Paragraph 7 hereto and Section 4.02 of the Supplemental Indenture, (ii) a
default in any payment of interest on any Note when due, continued for 30 days,
(iii) a default in the payment of principal of (or premium, if any) on any Note
when due at its Maturity, (iv) a default in the deposit of any sinking fund
payment, when and as due by the terms of the Note and continuance of such
default for a period of 30 days, (v) a default by the Company in the
performance, or breach, of any covenant or warranty contained in the Indenture
for 90 days after notice, and (vi) certain events of bankruptcy, insolvency or
reorganization of the Company. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount of the
outstanding Notes may declare all the Notes to be due and payable immediately.
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may refuse to enforce the Indenture or the Notes
unless it receives reasonable indemnity or security. Subject to certain
limitations, Holders of a majority in principal amount of the Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders notice of any continuing Default or Event of Default (except a
Default or Event of Default in payment of principal or interest) if it
determines that withholding notice is not opposed to their interest.
14. Trustee Dealings with the Issuer.
Subject to the terms of the TIA and the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Issuer or its Affiliates and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not the Trustee.
15. No Recourse Against Others.
No director, officer, employee, member, incorporator or stockholder of the
Issuer shall have any liability for any obligations of the Issuer under the
Notes or the Indenture or for any claim based on, in respect of, or by reason
of such obligations or their creation. Each Holder of Notes by accepting a
Note waives and releases all such liability. This waiver and release are part
of the consideration for issuance of the Notes.
16. Authentication.
This Note shall not be valid until an authorized signature of the Trustee
(or an authenticating agent (acting on its behalf)) manually signs the
certificate of authentication on the other side of this Note.
17. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
18. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Issuer has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
19. Governing Law.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
ASSIGNMENT FORM
To assign this Note, fill in the form below and have your signature
guaranteed:
I or we assign and transfer this Note to:
____________________________________________________________________________
____________________________________________________________________________
(Print or type name, address and zip code and
social security or tax ID number of assignee)
and irrevocably appoint
--------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
Dated: Signed:
--------------- ----------------------------------
(Sign exactly as your name appears on the
other side of this Note)
Signature Guarantee:
-----------------------------
(Signature must be guaranteed by a participant in a recognized Signature
Guarantee Medallion Program or other signature guarantor program reasonably
acceptable to the Trustee)
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuer
pursuant to Section 4.02 of the Supplemental Indenture, check the box [ ]
If you want to elect to have only part of this Note purchased by the
Issuer pursuant to Section 4.02 of the Supplemental Indenture, state the
amount you elect to have purchased (must be integral multiple of $1,000):
$
------------------
Dated: Your signature:
--------------- -------------------------
Sign exactly as your name appears on the
face of this Note.
Signature Guarantee:
-------------------------------
(Signature must be guaranteed by a participant in
a recognized Signature Guarantee Medallion Program
or other signature guarantor program reasonably
acceptable to the Trustee)
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
Date of Amount of Amount of Principal Signature
Exchange decrease increase Amount of of
in in this authorized
Principal Principal Global officer of
Amount of Amount of Note Trustee or
this this following Notes
Global Global such Custodian
Note Note decrease
or
increase