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 NO. 912909AE8
ISIN NO. US912909AE85
4.00% Senior Convertible Notes due 2014
UNITED STATES 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:
----------------------------------------
Name:
Title:
ATTEST:
-------------------------------------
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
registe
