Exhibit 4.2
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 $862,500,000
CUSIP ▇▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇
4.00% Senior Convertible Notes due ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ STEEL CORPORATION, a Delaware corporation, for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of EIGHT HUNDRED SIXTY TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
($862,500,000) on May 15, 2014, unless earlier repurchased or converted.
Interest Payment Dates: May 15 and November 15
Regular Record Dates: May 1 and November 1
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:
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Name:
Title:
ATTEST:
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Assistant Secretary
Dated: May 4, 2009
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: May 4, 2009
(REVERSE OF NOTE)
4.00% SENIOR CONVERTIBLE NOTES DUE 2014
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 in arrears on each
May 15 and November 15, commencing on November 15, 2009 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 to the Persons who are the registered Holders at the close of business
on the Regular Record Date immediately preceding the Interest Payment Date even
if the Notes are cancelled, repurchased or converted after such Regular Record
Date, and on or before such Interest Payment Date. Notes surrendered for
conversion during the period after the close of business on any Regular Record
Date and the open of business on the corresponding Interest Payment Date must be
accompanied by payment of an amount equal to the interest that the Holder is to
receive on the Notes on such Interest Payment Date. Holders must surrender Notes
to a 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 or making wire or other
electronic funds transfer 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.
Whenever in this Note there is a reference, in any context, to the payment
of the principal of, premium, if any, or interest on, or in respect of, this
Note, such mention shall be deemed to include mention of the payment of
Additional Interest as provided for in the Supplemental Indenture to the extent
that, in such context, the Additional Interest is, was or would be payable in
respect of this Note and express mention of the payment of Additional Interest
(if applicable) in any provisions of this Note shall not be construed as
excluding Additional Interest in those provisions of this Note where such
express mention is not made.
3. Paying Agent.
Initially, The Bank of New York Mellon will act as Paying Agent. The
Company may appoint and change any Paying Agent, without prior notice to any
Holder. 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
(formerly The Bank of New York), a New York banking corporation (the "Trustee"),
as supplemented by a Third Supplemental Indenture, dated as of May 4, 2009,
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. No Optional Redemption.
The Notes are not subject to redemption at the election of the Company.
6. Purchase of Notes at the Option of Holders Upon a Fundamental Change.
If a Fundamental Change occurs at any time, subject to the provisions set
forth in the Supplemental Indenture, the Holder of this Note shall have the
right, at such Holder's option, to require the Company to purchase all of such
Note, or any portion of the principal amount thereof, that is equal to $1,000 or
an integral multiple thereof, at the Fundamental Change Purchase Price specified
in the Supplemental Indenture plus accrued and unpaid interest, if any, to but
excluding the Fundamental Change Purchase Date. Any Notes purchased by the
Company shall be paid for in cash. Article Four of the Supplemental Indenture
sets forth the procedures, obligations, conditions and other terms of such
repurchase option upon the occurrence of a Fundamental Change.
7. Conversion.
Subject to the conditions and procedures set forth in Article Five of the
Supplemental Indenture, the Holder may convert this Note at any time prior to
the close of business on the second Scheduled Trading Day immediately preceding
the Stated Maturity, into shares of Common Stock at the Conversion Rate.
The initial Conversion Rate is, in respect of each $1,000 principal amount
of this Note, 31.3725 shares of Common Stock, subject to adjustments as set
forth in the Supplemental Indenture.
A Holder may convert a portion of this Note only if the principal amount of
such portion is $1,000 or an integral multiple thereof. No payment or adjustment
shall be made for dividends on the Common Stock except as provided in the
Supplemental Indenture.
8. Denominations; Transfer; Exchange.
The Notes are in registered form without coupons in denominations of
principal amount of $2,000 and whole multiples of $1,000. A Holder may
register, transfer or exchange Notes in accordance with the Indenture. A Holder
may be required, 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. Neither the Company nor the Security Registrar shall be required
to exchange or register a transfer of any Notes surrendered for conversion or,
if a portion of this Note is surrendered for conversion, the portion thereof
surrendered for conversion.
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. After any such payment, Holders
entitled to the money shall look only to the Issuer and not the Trustee for
payment.
11. Defeasance.
The Notes are not subject to the provisions relating to defeasance set
forth in Article XIII of the Base Indenture.
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 (i) cure any ambiguity, omission, defect or
inconsistency, (ii) provide for uncertificated Notes in addition to or in place
of certificated Notes, (iii) secure the Notes, (iv) add additional covenants of
the Issuer or surrender rights and powers conferred on the Issuer, (v) make any
change that does not materially and adversely affect the rights, except for the
conversion rights of any Note, of any Holder, or (vi) conform the provisions of
the Indenture or the Notes to the description of Notes provided in the final
prospectus supplement of the Issuer for the Notes dated April 28, 2009 and filed
with the Securities and Exchange Commission. Without the consent of each Holder
of an outstanding Note affected thereby, the Issuer and the Trustee may not: (i)
make any change that adversely affects the conversion rights of any Note or (ii)
reduce the Fundamental Change Purchase Price of any Note or amend or modify in
any manner adverse to the holders of Notes the Company's obligation to make such
payment, whether through an amendment or waiver of provisions in the covenants,
definitions or otherwise.
13. Defaults and Remedies.
Under the Indenture, Events of Default include (i) a default in any payment
of interest on any Note when due, continued for 30 days, (ii) a default in the
payment of principal of (or premium, if any) on any Note when due at its Stated
Maturity, (iii) a default by the Company in the performance, or breach, of any
covenant or warranty contained in the Indenture for 90 days after notice, (iv) a
failure by the Company to convert the Notes in accordance with the provisions of
the Supplemental Indenture upon exercise of a Holder's conversion right which
default shall continue for a period of three Business Days after there has been
given, by registered or certified mail, to the Issuer by the Trustee or by such
Holder, a written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a "Notice of Default" under the
Supplemental Indenture, (v) a failure by the Company to deliver a Company
Notice, (vi) a failure by the Company to repurchase Notes of such series
tendered for repurchase following the occurrence of a Fundamental Change in
accordance with Section 4.01 of the Supplemental Indenture, and (vii) a failure
by the Company or any Subsidiary of the Company to pay any Indebtedness within
any applicable grace period after its final maturity or the acceleration by the
holders thereof, if the total amount of such Indebtedness unpaid or accelerated
exceeds $100 million. 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.
To the extent elected by the Issuer, the sole remedy for an Event of
Default relating to the failure by the Company to comply with the obligation to
furnish reports required under Section 7.04 of the Base Indenture and for any
failure to comply with 314(a)(1) of the TIA, will, for the first 120 days after
the occurrence of such an Event of Default, consist exclusively of the right for
the Holder to receive Additional Interest on this Note equal to 0.50% per annum
of the principal amount of this Note. If the Issuer so elects, such Additional
Interest will be payable in the same manner and on the same dates as the stated
interest payable on this Note. The Additional Interest will accrue from and
including the date on which such Event of Default first occurs to but not
including the 120th day thereafter (or such earlier date on which such Event of
Default shall have been cured or waived). On such 120th day after such Event of
Default (if the Event of Default relating to such obligation is not cured or
waived prior to such 120th day), such Additional Interest will cease to accrue
and this Note will be subject to acceleration as provided in the Base Indenture.
In the event the Issuer does not elect to pay the Additional Interest upon such
Event of Default in accordance with the Supplemental Indenture, this Note will
be subject to acceleration as provided in the Base Indenture.
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. Calculations in Respect of Notes.
Except as otherwise provided in the Supplemental Indenture, the Company
shall make all calculations called for in respect of the Notes. These
calculations include, but are not limited to, determinations of the Last
Reported Sale Price, accrued interest payable on the Notes and the Conversion
Rate. The Company shall make all calculations in good faith and, absent manifest
error, such calculations shall be final and binding on the Holders. The Trustee
shall forward the Company's calculations to any Holder upon such Holder's
request.
15. 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.
16. 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.
17. 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.
18. 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).
19. 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.
20. 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:
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(Print or type name, address and zip code and
social security or tax ID number of assignee)
and irrevocably appoint
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agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
Principal amount to be converted (if less than
all):
$
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Dated: Signed:
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(Sign exactly as your name appears on the
other side of this Note)
Signature Guarantee:
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(Signature must be guaranteed by a participant in
a recognized Signature Guarantee Medallion Program
or other signature guarantor program reasonably
acceptable to the Trustee)
FORM OF CONVERSION NOTICE
To: United States Steel Corporation
The undersigned registered Holder of this Note hereby exercises the
option to convert this Note, or portion hereof (which is $1,000 principal amount
or an integral multiple thereof) designated below, for shares of Common Stock of
United States Steel Corporation, in accordance with the terms of the Third
Supplemental Indenture and the Base Indenture referred to in this Note, and
directs that the shares issuable and deliverable upon such conversion, cash in
lieu of fractional shares and any portion of this Note representing any
unconverted principal amount hereof, be issued and delivered to the registered
Holder hereof unless a different name has been indicated below. If shares or any
portion of this Note not converted are to be issued in the name of a Person
other than the undersigned, the undersigned shall pay all transfer taxes payable
with respect thereto. Any amount required to be paid by the undersigned on
account of interest accompanies this Note. The undersigned acknowledges that the
conversion of the specified Notes is subject to the requirements established by
the Company in the Third Supplemental Indenture and the Base Indenture, as
applicable, as well as the procedures of any Depositary, each as in effect from
time to time.
This notice shall be deemed to be an irrevocable exercise of the
option to convert this Note.
Principal amount to be converted (if less than
all):
$
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Dated: Signed:
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(Sign exactly as your name appears on the
other side of this Note)
Signature Guarantee:
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(Signature must be guaranteed by a participant in
a recognized Signature Guarantee Medallion Program
or other signature guarantor program reasonably
acceptable to the Trustee)
FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE
To: United States Steel Corporation
The undersigned registered Holder of this Note hereby acknowledges
receipt of a notice from United States Steel Corporation (the "Company") as to
the occurrence of a Fundamental Change with respect to the Company and requests
and instructs the Company to repurchase this Note, or the portion hereof (which
is $1,000 principal amount or an integral multiple thereof) designated below, in
accordance with the terms of the Third Supplemental Indenture and the Base
Indenture referred to in this Note and directs that the check or wire or other
electronic funds transfer of the Company in payment for this Note or the portion
thereof and any portion of this Note representing any unrepurchased principal
amount hereof, be issued and delivered to the registered Holder hereof unless a
different name has been indicated below. If any portion of this Note not
repurchased is to be issued in the name of a Person other than the undersigned,
the undersigned shall pay all transfer taxes payable with respect thereto.
Principal amount to be converted (if less than
all):
$
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Dated: Signed:
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(Sign exactly as your name appears on the
other side of this Note)
Signature Guarantee:
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(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:
Amount of Amount of Principal
decrease in increase in Amount of this Signature of
Principal Principal Global Note authorized
Amount of Amount of following officer of
Date of this Global this Global such decrease Trustee or Notes
Exchange Note Note or increase Custodian
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