Exhibit 4(g)
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ STEEL LLC
and
UNITED STATES STEEL FINANCING CORP.,
Issuers
and
USX CORPORATION,
Guarantor
10 3/4% Senior Notes due August 1, 2008
=====================
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 26, ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ STEEL LLC
and
UNITED STATES STEEL FINANCING CORP.,
Issuers
and
USX CORPORATION,
Guarantor
Dated as of July 27, 2001
====================
The Bank of New York,
Trustee
================================================================================
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 26, 2001,
among United States Steel LLC, a Delaware limited liability company (the
"Company"), United States Steel Financing Corp., a Delaware corporation ("USS
Financing", and together with the Company, the "Issuers"), USX Corporation, a
Delaware corporation (the "Guarantor"), and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Issuers, the Guarantor and the Trustee executed and
delivered an Indenture dated as of July 27, 2001 (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") and Additional Notes (as defined in the
Indenture);
WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuers, the
Guarantor and the Trustee desire to cure certain ambiguities, technical defects,
inconsistencies and omissions contained in the Indenture, and to make certain
changes to the Indenture that do not materially and adversely affect the rights
of any Noteholder;
WHEREAS, all acts, conditions and requirements necessary to make this
First 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 First Supplemental Indenture has been in all
respects duly authorized;
NOW THEREFORE, in consideration of the premises, the Issuers, the
Guarantor and the Trustee covenant and agree as follows:
ARTICLE I
AMENDMENTS
SECTION 1.1. The definition of "Guarantee" in Section 1.1 of the
Indenture is hereby amended to read in its entirety as follows:
"Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person
and any obligation, direct or indirect, contingent or otherwise, of such
Person:
(i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation of such
Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services,
to take-or-pay or to maintain financial statement conditions or otherwise)
but shall not include take-or-pay arrangements or other agreements to
purchase goods or services that are not entered into for the purpose of
purchasing or paying such Indebtedness of such Person; or
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(ii) entered into for the purpose of assuring in any other manner
the obligee of such Indebtedness of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements
for collection or deposit in the ordinary course of business. The term
"Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.
SECTION 1.2. The following definition of "Financing Entity" is hereby
added to Section 1.1 of the Indenture:
"Financing Entity" means any Wholly Owned Subsidiary formed solely for
the purpose of effecting a receivables or inventory financing program so
long as such entity has no obligations that are either Guaranteed by, or
recourse to, any other Restricted Subsidiary.
SECTION 1.3. Subclause (ix) of the definition of "Permitted Liens" is
hereby amended to read in its entirety as follows:
(ix) Liens on the inventory or accounts receivable of the Company
or any Restricted Subsidiary securing Indebtedness permitted under the
provisions described in clause (b)(i) under Section 4.12;
SECTION 1.4. Section 4.12(b)(i) of the Indenture is amended to read in
its entirety as follows:
(i) Indebtedness Incurred by the Company, any Financing Entity
and any Foreign Restricted Subsidiary pursuant to any Credit Facilities,
provided, however, that, immediately after giving effect to any such
Incurrence, the aggregate principal amount of all Indebtedness Incurred
under this clause (i) and then outstanding does not exceed the greater of
(A) $750 million less the sum of all principal payments with respect to
such Indebtedness pursuant to Section 4.15(b)(iii)(1) and (B) the sum of
(x) 60% of the book value of the inventory of the Company and its
Restricted Subsidiaries and (y) 85% of the book value of the accounts
receivable of the Company and its Restricted Subsidiaries, provided
further, however, that in no event shall the aggregate principal amount of
all Indebtedness Incurred under this clause (i) at any time outstanding
exceed $1.2 billion;
SECTION 1.5. The reference in the third sentence of Section 9.6 of the
Indenture to Section 10.4 is amended to refer to Section 11.4.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2.1. For all purposes of this First Supplemental Indenture,
except as
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otherwise defined or unless the context otherwise requires, capitalized terms
used in this First Supplemental Indenture and defined in the Indenture have the
meaning specified in the Indenture.
SECTION 2.2. Except as specifically amended and supplemented by this
First Supplemental Indenture, the Indenture shall remain in full force and
effect and is hereby ratified and confirmed.
SECTION 2.3. The laws of the State of New York shall govern this First
Supplemental Indenture without regard to principles of conflict of laws.
SECTION 2.4. All agreements of the Issuers and the Guarantor in this
First Supplemental Indenture shall bind their successors. All agreements of the
Trustee in this First Supplemental Indenture shall bind its successors.
SECTION 2.5. The parties may sign any number of counterparts of this
First Supplemental Indenture. Each such counterpart shall be an original, but
all of them together represent the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first written above.
Issuers:
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UNITED STATES STEEL LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: Assistant Treasurer
UNITED STATES STEEL FINANCING CORP.
By: /s/ B. E. Lammel
-----------------------------------------
Name: B. E. Lammel
Title: Executive Vice President and
Treasurer and Assistant Secretary
Guarantor:
---------
USX CORPORATION
By: /s/ E. F. Guna
-----------------------------------------
Name: E. F. Guna
Title: Vice President and Treasurer
Trustee:
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THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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