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Exhibit 4.2
EXECUTION COPY
FOURTH
SUPPLEMENTAL INDENTURE
THIS
FOURTH SUPPLEMENTAL INDENTURE, dated as of June 2, 2008 (this
“Fourth Supplemental Indenture”), is by and
between NUCOR CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter
called the “Company”), and THE BANK OF NEW YORK, a
New York banking corporation authorized to accept and execute
trusts, as trustee (the “Trustee”).
WITNESSETH
WHEREAS,
pursuant to the Indenture dated as of January 12, 1999
between the Company and the Trustee (the “Original
Indenture”), the Company may from time to time issue and
sell Debt Securities in one or more series, bearing such rates
of interest, if any, maturing at such time or times and having
such other provisions as shall be fixed as hereinafter
provided;
WHEREAS,
the Company deems it advisable and in its best interests to
issue and sell $250,000,000 aggregate principal amount of its
5.000% Senior Notes due June 1, 2013 (the “Notes due
2013”) and $500,000,000 aggregate principal amount of
its 5.850% Senior Notes due June 1, 2018 (the “Notes due
2018” and together with the Notes due 2013, the
“Notes”);
WHEREAS,
the Company has duly authorized the execution and delivery of
an indenture in the form of this Fourth Supplemental Indenture
in order to establish the form and terms of, and to provide
for the creation and issuance of, the Notes, and all things
necessary to make this Fourth Supplemental Indenture a legal,
binding and enforceable agreement, have been done and
performed;
WHEREAS,
all things necessary to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee or any
Authenticating Agent and issued upon the terms and subject to
the conditions of the Indenture against payment therefore, the
valid, binding and legal obligations of the
Company;
NOW,
THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH that
in consideration of the promises and of the acceptance and
purchase of the Notes by the Holders thereof, the Company
covenants and agrees with the Trustee, for the benefit of all
the present and future holders of the Notes, as
follows:
Section
1. Definitions. Terms used in this Fourth Supplemental
Indenture and not defined herein shall have the respective
meanings given such terms in the Original Indenture. As used
in this Fourth Supplemental Indenture, the following terms
shall have the meanings indicated below:
“Adjusted
Treasury Rate” means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.30% in the
case of the Notes due 2013 and 0.30% in the case of the Notes
due 2018.
“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions or
trust companies in The City of New York (or other city in
which the corporate trust office of the Trustee is located)
are authorized by law, regulation or executive order to
close.
“Change
of Control” means the occurrence of any of the
following: (a) the consummation of any transaction
(including, without limitation, any merger or consolidation)
resulting in any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) (other than the Company
or one of its subsidiaries) becoming the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the Voting Stock
of the Company or other voting stock into which Voting Stock
of the Company is reclassified, consolidated, exchanged or
changed, measured by voting power rather than the number of
shares; (b) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger
or consolidation), in a transaction or a series of related
transactions, of all or substantially all of the assets of the
Company and the assets of its subsidiaries, taken as a whole,
to one or more “persons” (as that term is used in
Section 13(d)(3) of the Exchange Act) (other than the Company
or one of its subsidiaries); or (c) the first day on
which a majority of the members of the Board of Directors of
the Company are not Continuing Directors. Notwithstanding the
foregoing, a transaction shall not be considered a Change of
Control if (a) the Company becomes a direct or indirect
wholly-owned subsidiary of a holding company and
(b)(y) immediately following that transaction, the direct
or indirect holders of the Voting Stock of the holding company
are substantially the same as the holders of Voting Stock of
the Company immediately prior to that transaction or
(z) immediately following that transaction no person is
the beneficial owner, directly or indirectly, of more than 50%
of the Voting Stock of the holding company.
“Change
of Control Triggering Event” means the occurrence of
both a Change of Control and a Rating Event.
“Comparable
Treasury Issue” means, the United States Treasury
security selected by the Company’s choice of Banc of
America Securities LLC, Citigroup Global Markets Inc. or J.P.
Morgan Securities Inc., and its successors, or, if such firm
is unwilling or unable to select the applicable Comparable
Treasury Issue, another Reference Treasury Dealer, as having a
maturity comparable to the remaining term of the Notes to be
redeemed 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 term of the Notes to be
redeemed.
“Comparable
Treasury Price” means, with respect to any redemption
date, the average of the Reference Treasury Dealer Quotations
(as defined below) for that redemption date.
“Continuing
Directors” means, as of any date of determination, any
member of our Board of Directors who (a) was a member of
the Board of Directors on the date the Notes were issued or
(b) was nominated for election, elected or appointed to
the Board of Directors with the approval of a majority of the
continuing directors who were members of the Board of
Directors at the time of such nomination, election or
appointment (either by a specific vote or by approval of the
proxy statement of the Company in which such member was named
as a nominee for election as a director, without objection to
such nomination).
“Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
“Fourth
Supplemental Indenture” means this Fourth Supplemental
Indenture between the Company and the Trustee, as amended and
supplemented from time to time.
“Global
Note” means a Note issued in global form and deposited
with or on behalf of the Depositary, substantially in the form
of the Note attached hereto as Exhibit A or B.
“Investment
Grade Rating” means a rating equal to or higher than
Baa3 (or the equivalent) by Moody’s and BBB- (or the
equivalent) by S&P, and the equivalent investment grade
credit rating from any replacement rating agency or rating
agencies selected by the Company.
“Moody’s”
means Moody’s Investors Service, Inc.
“Rating
Agencies” means (a) each of Moody’s and
S&P; and (b) if either 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
15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the
Company as a replacement rating agency for a former rating
agency.
“Rating
Event” means the rating on the Notes is lowered by each
of the Rating Agencies and the Notes are rated below an
Investment Grate Rating by each of the Rating Agencies on any
day within the 60-day period (which 60-day 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) after the earlier of (a) the occurrence
of a Change of Control and (b) public notice of the
particular Change of Control or the Company’s intention
to effect a Change of Control.
“Reference
Treasury Dealer” means each of Banc of America
Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc., and their respective successors, and two
other primary U.S. government securities dealers in New York
City selected by the Company (each, a “Primary Treasury
Dealer”); provided however, that if any of the foregoing
shall cease to be a Primary Treasury Dealer or is no longer
quoting prices for United States Treasury securities, the
Company will substitute another Primary Treasury
Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at
5:00 p.m. (New York City time) on the third Business Day
preceding the redemption date.
“S&P”
means Standard & Poor’s Rating Services, a division
of The McGraw-Hill Companies, Inc.
“SEC”
means the United States Securities and Exchange
Commission.
“Securities
Act” means the Securities Act of 1933, as
amended.
“Voting
Stock” means, with respect to any specified person (as
that term is used in Section 13(d)(3) of the Exchange Act) as
of any date, 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.
Section
2. Form, Denomination and Registration of the
Notes.
The
Company will issue the Notes only in registered form, without
interest coupons. The Notes initially will be issued in
minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
The
Notes and the Trustee’s certificate of authentication
thereon shall be in the form set forth in Exhibit A or B
hereto. The Notes shall have such appropriate insertions,
omissions, substitutions and other variations as are required
or permitted hereby and by the Original Indenture and may have
such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange, The
Depository Trust Company (“DTC”), any
organizational document or governing instrument or applicable
law or as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution
of the Notes. Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate principal amount
of outstanding Notes from time to time endorsed thereon. Any
portion of the text of any Note may be set forth on the
reverse thereof, with an appropriate reference thereto on the
face of the Note.
The
Notes will be in book-entry form represented by one or more
Global Notes in registered form without interest coupons,
which will be deposited with the Trustee, as custodian for
DTC, and registered in the name of DTC or its nominee. DTC
shall be the Depositary with respect to the
Notes.
The
aggregate principal amount of the Global Notes may from time
to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its
nominee, as hereinafter provided.
Global
Notes may be exchanged for definitive Notes in registered,
certificated form without interest coupons only in accordance
with the provisions of the Original Indenture. All Notes in
registered, certificated form shall bear and be subject to the
applicable restrictive legend set forth on Exhibit A or B to
this Fourth Supplemental Indenture unless the Company
determines otherwise in accordance with applicable
law.
Section
3. Issue, Execution and Authentication. The aggregate
principal amount of the Notes due 2013 to be issued by the
Company and authenticated and delivered under this Fourth
Supplemental Indenture is $250,000,000 and the aggregate
principal amount of the Notes due 2018 to be issued by the
Company and authenticated and delivered under this Fourth
Supplemental Indenture is $500,000,000 (in each case, subject
to increases or decreases from time to time by adjustments
made on the records of the Trustee, as custodian for DTC or
its nominee, pursuant to instructions from the Company, in
accordance with the Original Indenture). Notwithstanding the
foregoing, the Company may reopen these series of Notes and
issue additional notes by Board Resolution without the consent
of or notification to any Holder, and any such additional
notes will have the same ranking, interest rate, maturity
date, redemption rights and other terms as the applicable
series of Notes. Any such additional notes, together with the
applicable series of Notes, will be consolidated with and
constitute a single series of Debt Securities under the
Indenture.
Section
4. Principal and Interest Payments; Maturity Date. (a) The
Notes due 2013 shall bear interest at the rate of 5.000% and
the Notes due 2018 shall bear interest at the rate of 5.850%,
in each case computed based on a 360-day year consisting of
twelve 30-day months, from the date of issuance. Interest on
the Notes will accrue from the date of issuance and will be
payable semi-annually in arrears on June 1 and December 1 of
each year, commencing December 1, 2008, to the registered
holders of the Notes on the preceding May 15 and November 15,
respectively. The principal amount of the Notes, together with
all accrued, but unpaid interest shall be due and payable in
full without further notice or demand on June 1, 2013 and June
1, 2018,
respectively
(each, a “Maturity Date”).
(b)
Principal
of and premium, if any, and interest on the Notes initially
will be payable, subject with respect to Global Notes to
compliance with DTC’s customary procedures, by wire
transfer of immediately available funds to the accounts
specified by the registered holder of the Notes or, if no
account is specified, by mailing a check to each such
holder’s registered address. The Notes will be
exchangeable and transfers of the Notes will be registrable,
subject to the limitations provided in the Indenture, at the
principal corporate trust office of the Trustee in New York,
New York.
(c)
If
any interest payment date, stated maturity date or earlier
redemption date falls on a day other than a Business Day, then
the required payment of principal of and premium, if any, and
interest may be made on the next succeeding Business Day, as
if it were made on the date payment was due, and no interest
will accrue on the amount so payable for the period from and
after that interest payment date, the stated maturity date or
earlier redemption date, as the case may be. The Notes will
not have the benefit of a sinking fund.
Section
5. Optional Redemption. (a) The Notes will be redeemable, in
whole or in part at any time and from time to time, at the
Company’s option, at a redemption price equal to the
greater of:
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100%
of the principal amount of the Notes to be redeemed;
or
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the
sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed (not including
the portion of any payments of interest accrued to the redemption
date) discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (determined on the third Business Day
preceding the redemption date),
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plus,
in each case, accrued and unpaid interest thereon to the
redemption date.
(b)
Notice
of any redemption will be mailed at least 30 days but no more
than 90 days before the redemption date to each holder of the
Notes to be redeemed. The notice of redemption for the Notes
will state, among other things, the amount of Notes to be
redeemed, the redemption date, the redemption price and the
place or places that payment will be made upon presentation
and surrender of Notes to be redeemed. If the Company redeems
less than all of the Notes, the Trustee will select the
particular Notes to be redeemed pro rata, by lot, or by
another method the Trustee deems fair and appropriate. Unless
the Company defaults in payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof
called for redemption on and after the redemption
date.
Section
6. Change of Control Offer to Purchase. (a) If a Change of
Control Triggering Event occurs, holders of Notes may require
the Company to repurchase all of any part (equal to $2,000 or
an integral multiple of $1,000 in excess thereof) of their
Notes at a purchase price of 101% of the principal amount,
plus accrued and unpaid interest, if any, on such Notes to the
date of purchase (unless a notice of redemption has been
mailed within 30 days after such Change of Control Triggering
Event stating that all of the Notes will be redeemed as
described above). The Company shall be required to mail to
holders of the Notes a notice describing the transaction or
transactions constituting the Change of Control Triggering
Event and offering to repurchase the Notes. The notice must be
mailed within 30 days after any Change of Control Triggering
Event, and the repurchase must occur no earlier than 30 days
and no later than 60 days after the date the notice is
mailed.
(b)
On
the date specified for repurchase of the Notes, the Company
shall, to the extent lawful:
(i)
accept
for payment all properly tendered Notes or portions of
Notes;
(ii)
deposit
with the paying agent the required payment for all properly
tendered Notes or portions of Notes; and
(iii)
deliver
to the Trustee the repurchased Notes, accompanied by an
Officers’ Certificate stating, among other things, the
aggregate principal amount of repurchased Notes.
(c)
The
Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations
applicable to the repurchase of the Notes. To the extent that
these requirements conflict with the provisions requiring
repurchases of the Notes, the Company shall comply with such
requirements instead of the repurchase provisions and shall
not be considered to have breached its obligations with
respect to repurchasing the Notes. Additionally, if an Event
of Default exists under the Indenture (which is unrelated to
the repurchase provisions of the Notes), including events of
default arising with respect to other issues of debt
securities, the Company shall not be required to repurchase
the Notes notwithstanding these repurchase
provisions.
(d)
The
Company shall not be required to comply with the obligations
relating to repurchasing the Notes if a third party instead
satisfies all such obligations.
Section
7. Events of Default. With respect to the Notes
only,
(a)
Section
7.01(a) of the Original Indenture is hereby amended by
replacing “ten days” with “fifteen
days”; and
(b)
Section
7.01(b) of the Original Indenture is hereby amended and
restated as follows: “default in the payment of the
principal of or premium, if any, on any of the debt Securities
of such series, as and when the same shall become due and
payable (subject to subsection (c) below) either at maturity,
upon redemption, by declaration or otherwise;
or”
Section
8. Applicability of Reports by Company. For purposes of this
Fourth Supplemental Indenture, to the extent information,
documents or reports are required to be filed with the SEC and
delivered to the Trustee or the holders of the Notes, the
availability of such information, documents or reports on the
SEC’s Electronic Data Gathering Analysis and Retrieval
(“EDGAR”) system or the Company’s website
shall be deemed to have satisfied such delivery requirements
to the Trustee or the holders of the Notes, as
applicable.
Section
9. Miscellaneous. The provisions of this Fourth Supplemental
Indenture are intended to supplement those of the Original
Indenture as in effect immediately prior to the execution and
delivery hereof. The Original Indenture shall remain in full
force and effect except to the extent that the provisions of
the Original Indenture are expressly modified by the terms of
this Fourth Supplemental Indenture.
Section
10. Governing Law. This Fourth Supplemental Indenture and the
Notes shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles
of conflicts of laws.
Section
11. Trustee Not Responsible for Recitals or Issuance of Notes.
The recitals contained herein shall be taken as statements of
the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Fourth Supplemental
Indenture or of the Notes other than with respect to the
Trustee’s authentication and execution. The Trustee
shall not be accountable for the use or application by the
Company of the Notes or the proceeds thereof.
Section
12. Counterparts. This Fourth Supplemental Indenture may be
executed in any number of counterparts, each of which shall be
deemed to be an original for all purposes; and all such
counterparts shall together constitute but one and the same
instrument.
[signatures
on the following page]
IN
WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed and delivered, all
as of the day and year above written.
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NUCOR
CORPORATION
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By:
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/s/
James D. Frias
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Vice
President and Corporate Controller
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Attest:
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By:
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/s/
A. Rae Eagle
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Secretary
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THE
BANK OF NEW YORK, as Trustee
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By:
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/s/
Carlos R. Luciano
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Name:
Carlos R. Luciano
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Title:
Vice President
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Exhibit
A
FORM
OF GLOBAL NOTE DUE
2013
[FACE
OF THE NOTE]
THIS
SECURITY IS A GLOBAL DEBT SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A
NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR ITS NOMINEE) MAY BE REGISTERED EXCEPT IN SUCH
SPECIFIED CIRCUMSTANCES.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO NUCOR CORPORATION OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR TO SUCH OTHER ENTITY OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.
Nucor
Corporation
5.000%
Notes due June 1, 2013
N- �
160; CUSIP
670346AJ4
$
Issue
Date: June 2, 2008
NUCOR
CORPORATION, a Delaware corporation (the
“Company”, which term includes any successor under
the Indenture hereinafter referred to), for value received,
promises to pay to Cede & Co., or its registered assigns,
the principal sum of Two Hundred and Fifty Million Dollars
($250,000,000) on June 1, 2013. The 5.000% Notes due
June
1, 2013 are herein referred to as the
“Notes”.
Interest
Payment Dates: June 1 and December 1, commencing December 1,
2008.
Record
Dates: May 15
and
November 15.
Reference
is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this
place.
IN
WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized
officers.
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Date:
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NUCOR
CORPORATION,
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as
Issuer
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James
D. Frias
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Vice
President and Controller
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Trustee’s
Certificate of Authentication
This
5.000% Notes due
June
1, 2013 is one of the series of Debt Securities referred to in the
within-mentioned Indenture.
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Date:
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THE
BANK OF NEW YORK,
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as
Trustee
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By:
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Authorized
Signatory
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[REVERSE
SIDE OF NOTE]
NUCOR
CORPORATION
5.000%
Notes due June 1, 2013
Principal
and Interest. The Company will pay the principal of this Note
on June 1, 2013.
The
Company promises to pay interest on the principal amount of
this Note on each Interest Payment Date indicated on the face
of this Note (each an “Interest Payment Date”), as
set forth below, at the rate per annum shown
above.
Interest
will be payable semiannually in arrears on each Interest
Payment Date, commencing December 1, 2008.
Interest
on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from
June 2, 2008; provided that, if there is no existing default
in the payment of interest and if this Note is authenticated
between a regular Record Date as indicated on the face of this
Note (each a “Record Date”) referred to on the
face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such Interest Payment Date.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
The
Company shall pay interest on overdue principal and premium
and interest on overdue installments of interest, to the
extent lawful, at the rate borne by the Notes.
Method
of Payment. The Company will pay interest (except as provided
pursuant to Article Seven of the Indenture with respect to
defaulted interest and interest) on the principal amount of
the Notes as provided above on each June 1 and December 1 to
the
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