Exhibit 4.1
THIRD SUPPLEMENTAL INDENTURE
Dated as of December 13, 2006
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
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 13, 2006, 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 and a Second Supplemental Indenture, dated as of May 20,
2003 (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, the Company proposed to amend certain covenants, events of default
and other provisions in the Indenture and offered to purchase for cash any and
all of the outstanding Notes (the "Offer") pursuant to the Offer to Purchase and
Consent Solicitation Statement, dated November 29, 2006 (the "Offer to
Purchase");
WHEREAS, pursuant to Section 9.2 of the Indenture, the Issuer has solicited
and obtained the consent of Holders of at least a majority in principal amount
at maturity of the Notes outstanding to modify the terms of the Indenture and
the Notes;
WHEREAS, this Third Supplemental Indenture will become operative when at
least a majority in principal amount at maturity of the Notes are accepted for
payment pursuant to the Offer; and
WHEREAS, all acts, conditions and requirements necessary to make this Third
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 Third 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 ONE
AMENDMENTS
Section 1.1. Elimination of Certain Definitions in Article I. Sections
1.1 and 1.2 of the Indenture are hereby amended by deleting all definitions of
terms and references to definitions of terms that are used exclusively in the
text of the Indenture and the Notes that are being otherwise eliminated by this
Third Supplemental Indenture.
Section 1.2. Amendments to Article IV. Article IV of the Indenture is
hereby amended as follows:
SECTION 4.4 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.5 The text of this section is hereby amended to delete all
provisions of this Section with the exception of those that require compliance
with the Trust Indenture Act of 1939, and all such references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.7 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.8 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.10 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.11 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.12 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.13 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.14 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.15 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.16 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.17 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.18 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.19 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
SECTION 4.20 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety
SECTION 4.21 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
Section 1.3. Amendments to Article V. Article V of the Indenture is
hereby amended as follows:
SECTION 5.1 The text of sub-clauses (iii), (iv) and (vi) is hereby
deleted in its entirety and replaced with "[Intentionally Omitted]," and all
references made thereto throughout the Indenture and Notes shall be deleted in
their entirety.
SECTION 5.2 The text of this section is hereby deleted in its entirety
and replaced with "[Intentionally Omitted]," and all references made thereto
throughout the Indenture and the Notes shall be deleted in their entirety.
Section 1.4. Amendments to Article VI. Article VI of the Indenture is
hereby amended as follows:
SECTION 6.1 (a) The text of sub-clauses (iv), (vi), (ix) and (x) is
hereby deleted in its entirety and replaced with "[Intentionally Omitted]," and
all references made thereto throughout the Indenture and Notes shall be deleted
in their entirety.
(b) The text of sub-clauses (vii) and (viii) is hereby amended to delete
all references to "Significant Subsidiaries" as follows and all references made
to such sub-clauses throughout the Indenture and Notes shall be amended
accordingly.
"(vii) the Company pursuant to or within the meaning of any Bankruptcy
Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief against it in
an involuntary case in which it is the debtor;
(C) consents to the appointment of a Custodian of it or for any
substantial part of its property; or
(D) makes a general assignment for the benefit of its creditors;
or takes any comparable action under any foreign laws relating to
insolvency;
(viii) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(A) is for relief against the Company in an involuntary case;
(B) appoints a Custodian of the Company or for any substantial
part of its property of the Company; or
(C) orders the winding up or liquidation of the Company;
(or any similar relief is granted under any foreign laws) and the order,
decree or relief remains unstayed and in effect for 90 days;"
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.1. The amendments to the Indenture described in Article One
hereto shall become effective upon the Acceptance Date (as defined in the Offer
to Purchase), when the validly tendered Notes are accepted for payment pursuant
to the Offer to Purchase.
Section 2.2. Capitalized terms used in this Third Supplemental Indenture
that are not defined herein have the meaning specified in the Indenture.
Section 2.3. Except as amended and supplemented by this Third
Supplemental Indenture, the Indenture shall remain in full force and effect.
Section 2.4. The laws of the State of New York shall govern this Third
Supplemental Indenture.
Section 2.5. All agreements of the Issuer in this Third Supplemental
Indenture shall bind its successors. All agreements of the Trustee in this
Third Supplemental Indenture shall bind its successors.
Section 2.6. The parties may sign any number of counterparts of this
Third Supplemental Indenture. Each counterpart shall be an original, but all of
them together represent the same agreement.
Section 2.7. The Trustee makes no representations as to the validity or
sufficiency of this Third Supplemental Indenture. The recitals and statements
herein are deemed to be those of the Company and not of the Trustee.
Section 2.8. If any provision of this Third Supplemental Indenture
limits, qualifies or conflicts with another provision that is included or
incorporated by reference in the Indenture and this Third Supplemental Indenture
by the TIA, the provision of the TIA shall control.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the date first written above.
Issuer:
UNITED STATES STEEL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President & Treasurer
Trustee:
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President