Exhibit 10.3


 





	
         

        LOAN AGREEMENT

         

        between

         

        SOUTHWESTERN ILLINOIS DEVELOPMENT AUTHORITY

         

        and

         

        UNITED STATES STEEL CORPORATION

         

        $40,000,000

        Southwestern Illinois Development Authority

        Environmental Improvement Revenue Bonds, Series 2012

        (United States Steel Corporation Project)

         

        Dated as of August 1, 2012








 



    	 



    	 



    

 


TABLE OF CONTENTS


 





	 	ARTICLE I	 
	 	DEFINITIONS	 
	 	 	 
	Section 1.01.	Use of Defined Terms	2
	Section 1.02.	Definitions	2
	Section 1.03.	Interpretation	4
	Section 1.04.	Captions and Headings	4
	 	 	 
	 	ARTICLE II	 
	 	REPRESENTATIONS	 
	 	 	 
	Section 2.01.	Representations and Covenants of Issuer	4
	Section 2.02.	Representations and Covenants of Company	5
	 	 	 
	 	ARTICLE III	 
	 	COMPLETION OF PROJECT FACILITIES; ISSUANCE OF BONDS	 
	 	 	 
	Section 3.01.	Completion of Project Facilities	6
	Section 3.02.	Issuance of Bonds; Application of Proceeds	6
	Section 3.03.	Use of Proceeds	6
	Section 3.04.	Investment of Fund Moneys	6
	Section 3.05.	Issuer’s Fees	7
	 	 	 
	 	ARTICLE IV	 
	 	LOAN BY ISSUER; REPAYMENT OF LOAN INCLUDING ADDITIONAL PAYMENTS	 
	 	 	 
	Section 4.01.	Loan of Proceeds; Installment Payments	7
	Section 4.02.	Additional Payments	8
	Section 4.03.	Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption	8
	Section 4.04.	Obligations Unconditional	9
	Section 4.05.	Assignment by Company	9
	Section 4.06.	Assignment by Issuer	9
	 	 	 
	 	ARTICLE V	 
	 	ADDITIONAL AGREEMENTS AND COVENANTS	 
	 	 	 
	Section 5.01.	Lease, Sale or Grant of Use by Company	9
	Section 5.02.	Indemnification of Issuer and Trustee	10
	Section 5.03.	Company Not to Adversely Affect Exclusion From Gross Income of Interest on Bonds	12
	Section 5.04.	Company to Maintain its Existence; Mergers or Consolidations	12
	Section 5.05.	Reports and Audits	13
	Section 5.06.	Insurance	13
	 	 	 
	 	ARTICLE VI	 
	 	OPTIONS TO TERMINATE;  OPTIONAL AND MANDATORY PREPAYMENT OF LOAN	 
	 	 	 
	Section 6.01.	Options to Terminate	13
			










 



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	Section 6.02.	Optional Redemption; Option to Prepay Upon Extraordinary Optional Redemption Under Indenture	13
	Section 6.03.	Mandatory Prepayment Upon Extraordinary Mandatory Redemption Under Indenture	14
	Section 6.04.	Actions by Issuer	14
	Section 6.05.	Release on Exercise of Option to Prepay or Mandatory Prepayment of Loan	14
	 	 	 
	 	ARTICLE VII	 
	 	EVENTS OF DEFAULT AND REMEDIES	 
	 	 	 
	Section 7.01.	Events of Default	14
	Section 7.02.	Remedies on Default	15
	Section 7.03.	No Remedy Exclusive	15
	Section 7.04.	Agreement to Pay Fees and Expenses	16
	Section 7.05.	No Waiver	16
	Section 7.06.	Notice of Default	16
	 	 	 
	 	ARTICLE VIII	 
	 	MISCELLANEOUS	 
	 	 	 
	Section 8.01.	Term of Agreement	16
	Section 8.02.	Amounts Remaining in Funds	16
	Section 8.03.	Notices	16
	Section 8.04.	Extent of Covenants of Issuer; No Personal Liability	17
	Section 8.05.	Binding Effect	17
	Section 8.06.	Amendments and Supplements	17
	Section 8.07.	Execution Counterparts	17
	Section 8.08.	Severability	17
	Section 8.09.	Governing Law	17
	Section 8.10.	Further Assurances and Corrective Instruments	17
	Section 8.11.	Issuer and Company Representatives	18
	Section 8.12.	Immunity of Incorporators, Stockholders, Officers and Directors	18
	Section 8.13.	Immunity of Officers, Employees and Members of the Issuer	18
	Section 8.14.	Section Headings	18
	 	 	 
	EXHIBIT A 	PROJECT FACILITIES	 
	EXHIBIT B 	FORM OF DISBURSEMENT REQUEST	 
	EXHIBIT C 	FORM OF COMPLETION CERTIFICATE	 







 



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LOAN AGREEMENT


 


THIS LOAN AGREEMENT
(this “Agreement”), made and entered into as of August 1, 2012, by and between the SOUTHWESTERN ILLINOIS DEVELOPMENT
AUTHORITY (the “Issuer”), a political subdivision, body politic and municipal corporation of the State of Illinois
(the “State”), organized and existing under and by virtue of the laws of the State, including specifically the Southwestern
Illinois Development Authority Act, 70 ILCS 520/1 et seq., as supplemented and amended (the “Act”),
and UNITED STATES STEEL CORPORATION, a corporation duly organized and validly existing under and pursuant to the laws
of the State of Delaware, and duly qualified to own property and transact business in the State (the “Company”), under
the following circumstances summarized in the following recitals (capitalized terms not defined in the recitals being used therein
as defined in Article I):


 


WITNESSETH:


 


WHEREAS, by virtue
of the Act, the Issuer is authorized to enter into this Agreement and to do or cause to be done all the acts and things herein
or in the Indenture, as defined herein, provided or required to be done by it, to issue the Bonds, as defined herein, and to loan
the proceeds of such Bonds to the Company to finance or refinance the acquisition, construction and installation of certain solid
waste disposal facilities in order to better ensure compliance with environmental standards, and which financing will promote the
public health, safety, morals, happiness and general welfare of the citizens of the State; and


 


WHEREAS, in order to
provide funds to finance the Project, the Issuer has determined to issue and sell its Environmental Improvement Revenue Bonds,
Series 2012 (United States Steel Corporation Project), in the aggregate principal amount of $40,000,000 (the “Bonds”),
under the Trust Indenture (the “Indenture”) dated as of August 1, 2012, between the Issuer and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “Trustee”), for the purposes described therein and herein, and has
determined to enter into this Agreement and to secure the Bonds by the pledge and assignment of Installment Payments to be made
hereunder; and


 


WHEREAS, the Company
has also agreed under this Agreement to pay, or cause to be paid, when due certain expenses and other costs incurred by the Issuer
and the Trustee in connection with this Agreement and the issuance of the Bonds; and


 


WHEREAS, the Bonds
are special, limited obligations of the Issuer, the principal of, premium, if any, and interest on which will be payable solely
out of the revenues derived by the Issuer pursuant to this Agreement. The Bonds will not constitute a debt of the State, and the
Bonds will not constitute an indebtedness, an obligation, general or moral, or a pledge of the faith or loan of credit of the Issuer,
the State or any political subdivision thereof or a charge against the general credit or taxing power, if any, of any of them,
within the meaning of any constitutional or statutory limitation. The Issuer, except as described below, the State and any other
political subdivision thereof will not be liable or obligated to pay the principal of, premium, if any, and interest on the Bonds.
The Bonds will be payable from no other source, but will be special, limited obligations of the Issuer payable solely from the
sources described in this Agreement and the Indenture. Neither the faith and credit nor the taxing powers, if any, of the Issuer,
the State or any political subdivision thereof are pledged to the payment of the principal of, premium, if any, and interest on
the Bonds or other costs incidental thereto. The Issuer has no taxing power. Subsection (f) of Section 7 of the
Act, which provides in certain instances the moral obligation of the State as additional security for the payment of debt service
on obligations of the Issuer, does not apply to the Bonds; and


 



    	 



    	 



    

 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Bonds, when executed and delivered by the Issuer, the legal,
valid and binding special and limited obligations of the Issuer in accordance with the terms thereof;


 


NOW, THEREFORE, for
and in consideration of the premises, the respective representations and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto, recognizing that under
the Act this Agreement shall not in any way obligate the State or any agency or political subdivision thereof, including, without
limitation, the Issuer, to raise any money by taxation or use other public moneys for any purpose in relation to the Project or
Project Facilities and that neither the State nor any agency or political subdivision thereof, including, without limitation, the
Issuer, shall pay or promise to pay any debt or meet any financial obligation to any Person at any time in relation to the Project
or the Project Facilities, except from moneys received or to be received under the provisions of this Agreement or derived from
the exercise of the rights of the Issuer hereunder, agree as follows:


 


ARTICLE
I


 


DEFINITIONS


 


Section 1.01. Use
of Defined Terms. In addition to the words and terms defined elsewhere in this Agreement, or by reference to another document,
the words and terms set forth in Section 1.02 shall have the meanings set forth therein unless the content or use clearly
indicates another meaning or intent. In addition, all capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Indenture.


 


Section 1.02. Definitions.
The following terms shall have the following meanings:


 


“Additional
Payments” means payments due hereunder in addition to the Installment Payments.


 


“Agreement”
means this Loan Agreement as amended or supplemented from time to time.


 


“Bonds”
means the Issuer’s $40,000,000 Environmental Improvement Revenue Bonds, Series 2012 (United States Steel Corporation
Project).


 


“Completion
Certificate” means a certificate in substantially the form attached hereto as Exhibit C.


 


“Event of
Default” means any of the events described as an Event of Default in Section 7.01.


 



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“Indenture”
has the meaning set forth in the recitals to this Agreement.


 


“Issuer”
has the meaning set forth in the first paragraph of this Agreement.


 


“Loan”
means the loan of Bond proceeds from the Issuer to the Company as provided in Section 4.01.


 


“Notice Address”
means:


 


	(a)	
        As to the Issuer:

         

        Southwestern Illinois Development Authority

        1022 Eastport Plaza Drive

        Collinsville, IL 62234-6121

        Attention: Executive Director

        Facsimile: (618) 345-4658


 

	(b)	
        As to the Company:

         

        United States Steel Corporation

        600 Grant Street, Room 1311

        Pittsburgh, PA 15219-4776

        Attention: Assistant Treasurer-Finance
        and Risk Management 

Facsimile No.: (412) 433-4765


 

	(c)	
        As to the Trustee:

         

        The Bank of New York Mellon Trust
        Company, N.A.

        525 William Penn Place

        38th Floor

        Pittsburgh, PA 15259

        Attention: Corporate Trust Administration

        Facsimile: (412) 236-0870



 


or
such additional or different address, notice of which is given under Section 8.03.


 


“Person”
or words importing persons mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.


 


“Project”
means the acquisition, construction and installation of the Project Facilities.


 


“Project Facilities”
means, generally, the solid waste disposal facilities financed from the proceeds of the Bonds, as such Project Facilities are described
in Exhibit A hereto.


 


“Tax Regulatory
Agreement” means the Tax Regulatory Agreement in respect of the Bonds and dated as of August 1, 2012, and any permitted
amendments or supplements thereto.


 



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All other terms used
in this Agreement that are defined in the Indenture have the same meanings assigned them in the Indenture unless the context clearly
requires otherwise.


 


Section 1.03. Interpretation.
Unless the context clearly indicates otherwise, the capitalized terms defined in this Article I and in the Indenture, for
all purposes of this Agreement and all agreements supplemental hereto, have the meanings hereby ascribed to them. Such terms, together
with all other provisions of this Agreement, shall be read and understood in a manner consistent with the provisions of the Act.
Words or phrases importing the masculine gender shall be read and understood to include the feminine and neuter genders, and those
importing number shall include singular or plural, both as appropriate to the context.


 


Any reference herein
to the Issuer, to its board or to any designated officer includes entities or officials succeeding to their respective functions,
duties or responsibilities pursuant to or by operation of law or lawfully performing their functions.


 


Any reference to a
section, provision or chapter of the laws of the State or to any statute of the United States of America includes that section,
provision or chapter or statute as amended, modified, revised, supplemented or superseded from time to time; provided, that no
such amendment, modification or similar change shall apply solely by reason of this provision, if it constitutes in any way an
impairment of the rights or obligations of the Issuer, the Bondholders, the Trustee or the Company under this Agreement.


 


Section 1.04. Captions
and Headings. The captions and headings in this Agreement are solely for convenience of reference and in no way define, limit
or describe the scope or intent of any articles, sections, subsections, paragraphs, subparagraphs or clauses hereof.


 


ARTICLE
II


 


REPRESENTATIONS


 


Section 2.01. Representations
and Covenants of Issuer. The Issuer represents that (a) it is a political subdivision, body politic and municipal corporation
of the State organized and existing under and by virtue of the laws of the State, including the Act; (b) it has duly accomplished
all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds and the execution and delivery
of this Agreement, the Indenture and the Tax Regulatory Agreement; (c) it is not in violation of or in conflict with any provisions
of the laws of the State which would impair its ability to carry out its obligations contained in this Agreement, the Indenture
or the Tax Regulatory Agreement; (d) it is empowered to enter into the transactions contemplated by this Agreement, the Indenture
and the Tax Regulatory Agreement; (e) it has duly authorized the execution, delivery and performance of this Agreement, the
Indenture and the Tax Regulatory Agreement; (f) to the best of its knowledge and belief, based upon the application submitted
by the Company, and other representations made, information presented and testimony given by the Company, without independent verification
by the Issuer, the Bonds will further the public purposes of the Act and of the Issuer; and (g) it will do all things in its
power in order to maintain its existence or assure the assumption of its obligations under this Agreement, the Indenture and the
Tax Regulatory Agreement by any successor public body.


 



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Section 2.02. Representations
and Covenants of Company. The Company represents and covenants that:


 





(a)          It
is a corporation duly organized and existing under and pursuant to the laws of the State of Delaware. The Company is qualified
to do business in the State.







 


(b)        It
has full power and authority to execute, deliver and perform its obligations under this Agreement and the Tax Regulatory Agreement
and to enter into and carry out the transactions contemplated by those documents; such execution, delivery and performance does
not, and will not, violate any provision of law applicable to the Company or the Company’s articles of incorporation, code
of regulations, bylaws or other corporate charter or similar instrument each as may be amended, and does not, and will not, conflict
with or result in a default under any agreement or instrument to which the Company is a party or by which it is bound; this Agreement
and the Tax Regulatory Agreement have, by proper action, been duly authorized, executed and delivered by the Company and all steps
necessary have been taken to constitute this Agreement and the Tax Regulatory Agreement valid and binding obligations of the Company.


 


(c)         Each
of the Project Facilities will, at the time it is placed in service, be an “Industrial Project” (within the meaning
of the Act) comprising solid waste disposal “pollution control facilities”, and will, at the time it is placed in service,
be used for the collection, storage, treatment, utilization, processing or final disposal of “solid waste” (within
the meaning of the Code).


 


(d)        At
the time of issuance of the Bonds and at all times subsequent thereto, the Company has complied with and will comply with all applicable
requirements of the Code necessary to ensure that the interest on the Bonds is and will remain excludable from gross income for
federal income tax purposes.


 


(e)         Each
one and all of the representations and warranties of the Company contained in the Tax Regulatory Agreement, as executed and delivered
simultaneously with this Agreement, are true and correct.


 


(f)         The
Company will comply with the applicable requirements of Rule 15c2-12 as promulgated by
the Securities and Exchange Commission and recognizes that the Issuer is not an “obligated person” within the meaning
of said Rule.


 


(g)        The
Project Facilities are, and will be, located in the City of Granite City, Madison County, Illinois.


 


(h)        The
Project Facilities constitute a “project” within the meaning of the Act.


 


(i)          The
financing of the Project Facilities will further the public purposes set forth in the Act by promoting industrial activities and
facilities, thereby enhancing the public health, safety, morals, happiness and general welfare of persons within the jurisdiction
of the Issuer.


 



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ARTICLE
III


 


COMPLETION
OF PROJECT FACILITIES;

ISSUANCE OF BONDS


 


Section 3.01. Completion
of Project Facilities. The Company represents that the Project Facilities will be completed and that the proceeds of the Bonds,
including any investment thereof, will be expended in accordance with the provisions of all bond authorizations, security and tax
regulatory agreements and certificates executed in respect of the Bonds and in respect of the installation, operation and use of
the Project Facilities. Upon completion of the Project Facilities, the Company shall deliver to the Trustee a Completion Certificate.


 


Section 3.02. Issuance
of Bonds; Application of Proceeds. To provide funds to make the Loan for the purpose of financing the Project, upon satisfaction
of the conditions set forth herein and in the Bond Resolution, the Issuer will issue, sell and deliver the Bonds. The Bonds will
be issued in accordance with and pursuant to the Indenture in the aggregate principal amount, will bear interest at the rate or
rates, will mature and will be subject to redemption as set forth therein. The Company hereby approves the terms and conditions
of the Indenture and the Bonds, and the terms and conditions under which the Bonds will be issued, sold and delivered.


 


Section 3.03. Use
of Proceeds. The proceeds from the sale of the Bonds shall be loaned to the Company and paid over to the Trustee for the benefit
of the Company and deposited in the Project Fund and used to finance the Project. Each disbursement request shall be on the form
attached hereto as Exhibit B, executed by an Authorized Company Representative. Subject to the provisions below, disbursements
from the Project Fund shall be made only to reimburse or pay the Company, or any person designated by the Company, for the following:


 





(a)          Costs
incurred directly or indirectly for or in connection with the acquisition, construction and installation of the Project Facilities,
including costs incurred in respect of the Project for preliminary planning and studies; architectural, legal, engineering, surveying,
accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work;







 


(b)         Subject
to the limitations set forth in the Code, financial, legal, accounting, printing and engraving fees, charges and expenses, and
all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds;
or


 


(c)         Any
other costs, expenses, fees and charges properly chargeable to the cost of the acquisition, construction or installation of the
Project Facilities and that comply with the Company’s representations and warranties in Section 2.02 of this Agreement.


 


Section 3.04. Investment
of Fund Moneys. At the written direction of the Authorized Company Representative, any moneys held in the Project Fund, the
Bond Fund and the Rebate Fund shall be invested or reinvested by the Trustee in Eligible Investments. The Company hereby covenants
that it will restrict any investment and reinvestment and the use of the proceeds of the Bonds in such manner and to such extent,
if any, as may be necessary so that the Bonds will not constitute arbitrage bonds under Section 148 of the Code.


 



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The Company shall provide
the Issuer with a certificate of an appropriate officer, employee or agent of or consultant to the Company for inclusion in the
transcript of proceedings for the Bonds, setting forth the reasonable expectations of the Company on the date of delivery of and
payment for the Bonds regarding the amount and use of the proceeds of the Bonds and the facts, estimates and circumstances on which
those expectations are based.


 


The Company agrees
that at no time shall any funds constituting gross proceeds of the Bonds be used in any manner to cause or result in a prohibited
payment under applicable regulations pertaining to, or in any other fashion as would constitute failure of compliance with, Section 148
of the Code.


 


If there is any amount
required to be paid to the United States pursuant to Section 148(f) of the Code or Section 5.03 of the Indenture,
the Company shall pay such amount to the Trustee for deposit to the Rebate Fund created under Section 5.03 of the Indenture,
who will submit the payment to the United States.


 


Section 3.05. Issuer’s
Fees.  The Company will pay the Issuer’s closing fee in the amount of $255,000.00 on the date of issuance of the Bonds.
The Company will also pay any other administrative expenses incurred in connection with the financing of the Project, and any such
additional fees and expenses (including reasonable attorney’s fees) incurred by the Issuer or the Trustee in connection with
inquiring into, or enforcing, the performance of the Company’s obligations hereunder, within 30 days of receipt of a
statement from the Issuer requesting payment of such amount.


 


ARTICLE
IV






LOAN
BY ISSUER; REPAYMENT OF LOAN

INCLUDING ADDITIONAL PAYMENTS


 


Section 4.01. Loan
of Proceeds; Installment Payments. The Issuer agrees, upon the terms and conditions contained in this Agreement, to lend to
the Company the proceeds received by the Issuer from the sale of the Bonds. Such proceeds shall be disbursed to or on behalf of
the Company as provided in Section 3.03.


 


On each date on which
any payment of principal of or interest on the Bonds shall become due (whether at maturity, or upon redemption or acceleration
or otherwise), the Company will pay or cause to be paid to the Trustee, in immediately available funds, an amount which, together
with other moneys held by the Trustee under the Indenture and available therefor, will enable the Trustee to make such payment
in full in a timely manner (“Installment Payments”).


 


In furtherance of the
foregoing, so long as any Bonds are outstanding, the Company will pay or cause to be paid all amounts required to prevent any deficiency
or default in any payment with respect to the Bonds, including any deficiency caused by an act or failure to act by the Trustee,
the Company, the Issuer or any other Person.


 



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The Issuer assigns
all amounts payable under this Section by the Company to the Trustee pursuant to the Indenture for the benefit of the Bondholders.
The Company assents to such assignment. Accordingly, the Company will pay directly to the Trustee at its designated office all
payments payable by the Company pursuant to this Section.


 


Section 4.02. Additional
Payments. The Company will also pay the following upon demand after receipt of a bill therefor:


 


(a)         The
reasonable and documented out-of-pocket fees and expenses, including reasonable attorneys’ fees, of the Issuer incurred in
connection with this Agreement, the Indenture, the Tax Regulatory Agreement and the Bonds, and the making of any amendment or supplement
thereto, including, but not limited to: (i) those described in Section 3.05 (which includes, among other fees and expenses,
the fees and expenses associated with the initial drafting, execution and delivery of this Agreement, the Indenture, the Tax Regulatory
Agreement and the Bonds), (ii) those described in Section 7.04 and (iii) any other payments or indemnification required
under Section 5.02; and


 


(b)        The
fees and expenses of the Trustee under the Indenture, including reasonable attorneys’ fees of the Trustee for any services
rendered by it under the Indenture, including those described in Section 7.04, and any other payments or indemnification required
under Section 5.02, such fees, expenses and payments to be paid directly to the Trustee for its own account as and when such
fees and expenses become due and payable.


 


The Company further
agrees to pay all reasonable and documented out-of-pocket costs and expenses (including reasonable attorney’s fees and expenses)
of the Issuer incurred after the initial issuance of the Bonds in the preparation of any responses, reproduction of any documentation
or participation in any inquiries, investigations or audits from any Person solely or primarily in connection with the Bonds, including,
without limitation, the Internal Revenue Service, the Securities Exchange Commission or other governmental agency.


 


Section 4.03. Deposit
of Moneys in Bond Fund; Moneys for Purchase and Redemption. The Company may at any time deposit moneys in the Bond Fund, without
premium or penalty, to be held by the Trustee for application to Installment Payments not yet due and payable, and the Issuer agrees
that the Trustee shall accept such deposits when tendered by the Company. Such deposits shall be credited against the Installment
Payments, or any portion thereof, in the order of their due dates. In addition, the Company may at any time deliver moneys to the
Trustee in addition to such deposits with written instructions to the Trustee to use such moneys for the purpose of making open
market purchases of Bonds. Such deposits or such delivery of moneys for Bond purchases shall not in any way alter or suspend the
obligations of the Company under this Agreement during the term hereof as provided in Section 8.01.


 


In addition, the Company
may deliver moneys to the Trustee for use for optional redemption of Bonds pursuant to Sections 6.01 and 6.02 and shall deliver
moneys to the Trustee for mandatory redemption of Bonds as required by Section 4.02(b)(ii) of the Indenture.


 



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Section 4.04. Obligations
Unconditional. The obligations of the Company to make payments required by Sections 4.01, 4.02 and 4.03 and to perform
its other agreements contained herein shall be absolute and unconditional, and the Company shall make such payments without abatement,
diminution or deduction regardless of any cause or circumstances whatsoever.


 


Section 4.05. Assignment
by Company. Rights granted to the Company under this Agreement may be assigned in whole or in part by the Company without the
necessity of obtaining the consent of the Issuer or the Trustee, subject, however, to each of the following conditions:


 


(a)         unless
waived by the Issuer or the Trustee, the Company shall notify the Issuer and the Trustee in writing of the
identity of any assignee at least 30 days prior to the effective date of such assignment;


 


(b)        no
assignment shall relieve the Company from primary liability hereunder for its obligations hereunder, and the Company shall continue
to remain primarily liable for the payment of the Installment Payments and Additional Payments and for performance and observance
of the agreements on its part herein provided to be performed and observed by it;


 


(c)         any
assignment from the Company must retain for the Company such rights and interests as will permit it to perform its obligations
under this Agreement;


 


(d)         the
Company shall, within 30 days after execution thereof, furnish or cause to be furnished to the Issuer and the Trustee a true
and complete copy of each such assignment; and


 


(e)         any
assignment from the Company shall not materially impair fulfillment of the purposes to be accomplished by operation of the Project
Facilities as a project, the financing of which is permitted under the Act.


 


Section 4.06. Assignment
by Issuer. The Issuer will assign its rights under and interest to this Agreement (except for the Unassigned Issuer’s
Rights) to the Trustee pursuant to the Indenture as security for the payment of the Bonds. Otherwise, the Issuer will not sell,
assign or otherwise dispose of its rights under or interest in this Agreement nor create or permit to exist any lien, encumbrance
or security interest thereon.


 


ARTICLE
V






ADDITIONAL
AGREEMENTS AND COVENANTS


 


Section 5.01. Lease,
Sale or Grant of Use by Company. Subject to the provisions of Section 5.03, the Company may lease, sell or grant the right
to occupy and use the Project Facilities, in whole or in part, to others, provided that:


 


(a)         no
such grant, sale or lease shall relieve the Company from its obligations under this Agreement;


 



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(b)          the
Company shall retain such rights and interests as will permit it to comply with its obligations under this Agreement;


 


(c)          no
such grant, sale or lease shall impair the purposes of the Act; and


 


(d)          the
Company shall receive an Opinion of Nationally Recognized Bond Counsel that such grant, sale or lease does not have an adverse
effect upon the tax-exempt status of the interest on the Bonds.


 


Section 5.02. Indemnification
of Issuer and Trustee. The Company agrees to indemnify the Trustee for and to hold the Trustee harmless against all liabilities,
claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses
of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the
Trustee, on account of any action taken or omitted to be taken by the Trustee in accordance with the terms of this Agreement, the
Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses
of the Trustee in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance
of any of its powers or duties under this Agreement, the Bonds or the Indenture.


 


The Company hereby
releases the Issuer from and covenants and agrees that the Issuer shall not be liable for, and to indemnify and save the Issuer
and its members, directors, officers, officials, employees and persons who “control” the Issuer, as that term is defined
in Section 15 of the Securities Act of 1933, as amended, and the State, and its members, officers, officials and employees
(collectively, the “Issuer Indemnified Parties”), free and harmless from and against any and all liabilities, losses,
damages, costs and expenses (including attorneys’ fees and expenses of the Company and the Issuer Indemnified Parties), causes
of action, suits, claims, demands and judgments of whatsoever kind and nature (including those arising or resulting from any injury
to or death of any person or damage to property) arising from or in any manner directly or indirectly growing out of or connected
with the following:


 


(a)          The
use, non-use, condition or occupancy of the properties of the Company or the Project Facilities or the Project, any repairs, construction,
alterations, renovation, relocation, remodeling and equipping thereof or thereto or the condition of the properties of the Company
or the Project Facilities or the Project, including adjoining sidewalks, streets or alleys and any equipment or facilities at any
time located on its properties or the Project or used in connection therewith which are not the result of the negligence of the
Indemnified Party;


 


(b)          breach
by the Company of any agreement, warranty, covenant or condition of this Agreement or any other agreement executed in connection
with the Bonds or the Project;


 


(c)          breach
of any contract, agreement or restriction by the Company relating to its properties or the Project Facilities or the Project;


 



    	10



    	 



    

 


(d)          violation
by the Company of any law, ordinance, regulation or court order affecting the properties of the Company, the Project Facilities
or the Project or the ownership, occupancy or use thereof;


 


(e)          any
written statement or information provided by the Company and contained in any information furnished to the Issuer or the purchasers
of any Bonds, including but not limited to, any official statement relating to the Bonds, that is untrue or incorrect in any material
respect, and any omission by the Company from such information of any statement or information which should be contained therein
for the purpose for which the same is to be used or which is necessary to make the statements therein concerning the Company, its
officers and employees or the properties of the Company or the Project not misleading in any material respect; and


 


(f)          the
presence on or in, or the escape, seepage, leakage, spillage, discharge, emission or release from, the properties of the Company
or the Project Facilities or the Project of any hazardous or toxic waste, substance or constituent, or other substance or the violation
of any statute, regulation, order, ordinance, resolution or local law relating to environmental protection, hazardous substances
or environmental cleanup.


 


The Company may, at
its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company
deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably
cooperate with the Company, but at the sole expense of the Company.


 


In case any actions
or proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking
indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding
to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and
the right at its expense to assume the defense of the action or proceeding; provided, that failure of a party to give that notice
shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense
of the action or proceeding by the Company. Any indemnified party shall have the right to employ separate counsel in any such action
and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party,
unless: (i) the employment of such counsel has been specifically authorized by the Company, or (ii) the parties to any such proceeding
include both the indemnified party and the Company and representation of both the indemnified party and the Company would not be
appropriate due to actual or potential conflicts of interest. The Company shall not be liable for any settlement made without its
written consent.


 


Notwithstanding anything
contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer, the Issuer Indemnified
Parties or the Trustee, or its members, directors, officers, officials or employees, for their gross negligence or willful misconduct.


 



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The foregoing indemnification
is intended to and shall include the indemnification of all affected members, directors, officers, officials and employees of the
Trustee and all affected Issuer Indemnified Parties. That indemnification is intended to and shall be enforceable by the Issuer
and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the
termination or discharge of the Indenture or payment of the Bonds.


 


Section 5.03. Company
Not to Adversely Affect Exclusion From Gross Income of Interest on Bonds.  The Company hereby represents that it has taken
and caused to be taken, and covenants that it will take and cause to be taken, all actions that may be required of it, alone or
in conjunction with the Issuer, for the interest on the Bonds to be and to remain excludable from gross income for federal income
tax purposes, and represents that it has not taken or permitted to be taken on its behalf, and covenants that it will not take
or permit to be taken on its behalf, any action that would adversely affect such excludability under the provisions of the Code.


 


The Company also covenants
that it will restrict the investment and reinvestment and the use of the proceeds of the Bonds in such manner and to such extent,
if any, as may be necessary so that the Bonds will not constitute arbitrage bonds under Section 148 of the Code.


 


The Company hereby
covenants that on or before the 90th day following the date any of the Project Facilities are no longer being operated
as qualifying exempt facilities under the Code (unless such facilities have simply ceased to be operated), or such later date as
provided in the Indenture, the Company shall cause a related amount of Bonds to be redeemed pursuant to the Mandatory Redemption
provision of the Bonds.


 


Section 5.04. Company
to Maintain its Existence; Mergers or Consolidations. The Company covenants that it will not merge or consolidate with any
other legal entity or sell or convey all or substantially all of its assets to any other legal entity, except that the Company
may merge or consolidate with, or sell or convey all or substantially all of its assets to any other legal entity, provided that
(a) the Company shall be the continuing legal entity or the successor legal entity (if other than the Company) shall be a
legal entity organized and existing under the laws of the United States of America or a state thereof, qualified to do business
in the State, and such legal entity shall expressly assume the due and punctual payment of the Installment Payments hereunder in
order to ensure timely and proper payment of the principal of and interest on all the Bonds, according to their tenor, and the
due and punctual performance and observance of all the covenants and conditions of this Agreement to be performed by the Company
and (b) the Company or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidation,
or such sale or conveyance, be in default in the performance of any such covenant or condition and no event which with the lapse
of time, the giving of notice or both would constitute an Event of Default under Section 7.01 shall have occurred and be continuing.


 


In case any such consolidation,
merger, sale or conveyance and upon the assumption by the successor legal entity of the obligations under this Agreement and on
the Bonds in accordance with the foregoing, such successor legal entity shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein as a party hereto, and the Company shall thereupon be relieved of any further obligations
or liabilities hereunder and upon the Bonds and the Company as the predecessor legal entity may thereupon or at any time thereafter
be dissolved, wound-up or liquidated.


 



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Section 5.05. Reports
and Audits. The Company shall, as soon as practicable but in no event later than six months after the end of each of its fiscal
years, file with the Trustee and the Issuer, audited financial statements of the Company prepared as of the end of such fiscal
year; provided that the Company may satisfy this requirement by its filing of such information with the Securities and Exchange
Commission (www.sec.gov) and the Municipal Securities Rulemaking Board (www.emma.msrb.org) in accordance with their respective
filing requirements.


 


Section 5.06. Insurance.
The Company shall maintain, or cause to be maintained, insurance covering such risks and in such amounts as is customarily carried
by similar industries as the Company, and which insurance may be, in whole or in part, self-insurance.


 


ARTICLE
VI






OPTIONS
TO TERMINATE;

OPTIONAL AND MANDATORY PREPAYMENT OF LOAN


 


Section 6.01. Options
to Terminate. The Company shall have, and is hereby granted, an option to prepay and terminate the Loan, upon satisfaction
of the following conditions at any time prior to full payment of the Bonds (or provision for payment thereof having been made in
accordance with the provisions of the Indenture): (a) in accordance with Article IX of the Indenture, by paying to the
Trustee an amount which, when added to the amount on deposit in the funds established under the Indenture and available therefor,
will be sufficient to pay, retire and, pursuant to the Indenture, redeem all the outstanding Bonds in accordance with the provisions
of the Indenture (including, without limiting the generality of the foregoing, principal of and interest to maturity or the earliest
applicable redemption date, as the case may be, and expenses of redemption and the Trustee’s fees and expenses due hereunder
or under the Indenture), and in case of redemption making arrangements satisfactory to the Trustee for the giving of the required
notice of redemption, (b) by giving the Issuer notice in writing of such termination and (c) by making full payment of
Additional Payments due under Section 4.02; thereafter such termination shall forthwith become effective.


 


Any prepayment pursuant
to this Section 6.01 shall either comply with the provisions of Article IX of the Indenture or result in redemption of
the Bonds within 90 days of the date of prepayment. Nothing contained in this Section 6.01 shall prevent the payment
of part of any of the Bonds pursuant to Article IV or Section 9.02 of the Indenture.


 


Section 6.02. Optional
Redemption; Option to Prepay Upon Extraordinary Optional Redemption Under Indenture. On or after August 1, 2022, the Company
has the option to prepay the Loan, in whole or in part, and thereby cause the redemption of the Bonds on the terms and conditions
set forth in Section 4.02(a) of the Indenture. The Company shall also have the option, upon the occurrence of certain
extraordinary circumstances described therein, to prepay the Loan in whole or in part upon the terms and conditions set forth in
Section 4.02(b)(i) of the Indenture.


 



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Section 6.03. Mandatory
Prepayment Upon Extraordinary Mandatory Redemption Under Indenture. The Company shall be obligated to prepay the Loan in whole
or in part upon the terms and conditions set forth in Section 4.02(b)(ii) of the Indenture. Any prepayment pursuant to this
Section 6.03 shall result in an extraordinary mandatory redemption of the Bonds within the applicable period provided by Section 4.02(b)(ii)
of the Indenture.


 


Section 6.04. Actions
by Issuer. At the request and direction of the Company or the Trustee, the Issuer shall take all steps required of it under
the applicable provisions of the Indenture or the Bonds to effect the redemption of all or a portion of the Bonds pursuant to this
Article VI; provided that, in such event, the Company shall reimburse the Issuer for its reasonable expenses, including attorneys’
fees, incurred in complying with such request.


 


Section 6.05. Release
on Exercise of Option to Prepay or Mandatory Prepayment of Loan. Upon the payment of all amounts due hereunder pursuant to
any option to prepay the Loan granted in this Agreement or a mandatory prepayment of the Loan, the Issuer shall, upon receipt of
the prepayment, deliver to the Company, if necessary, a release from the Trustee of the lien of the Indenture.


 


ARTICLE
VII






EVENTS
OF DEFAULT AND REMEDIES


 


Section 7.01. Events
of Default. Each of the following shall be an Event of Default:


 


(a)          The
Company shall fail to pay the amounts required to be paid under Section 4.01 or 4.02 on the dates specified therein;


 


(b)          Failure
by the Company to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than
as referred to in Section 7.01(a), (other than certain representations, warranties and covenants regarding various matters
relating to the tax status of the Bonds) for a period of 60 days after written notice specifying such failure and requesting
that it be remedied shall have been given to the Company by the Issuer or the Trustee, unless the Issuer and the Trustee shall
agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot
be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the
Company within the applicable period and is being diligently pursued until the default is corrected;


 


(c)          The
dissolution or liquidation of the Company or the voluntary initiation by the Company of any proceeding under any federal or state
law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or
the initiation against the Company of any such proceeding which shall remain undismissed for 60 days, or failure by the Company
to promptly have discharged any execution, garnishment or attachment of such consequence as would materially impair the ability
of the Company to carry on its operations, or assignment by the Company for the benefit of creditors, or the entry by the Company
into an agreement of composition with creditors or the failure generally by the Company to pay its debts as they become due; or


 


(d)          The
occurrence of an Event of Default as defined in the Indenture.


 



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Any declaration of
default under subparagraph (c) and the exercise of remedies upon any such declaration will be subject to any applicable limitations
of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or immediately following
any bankruptcy, liquidation or reorganization proceedings.


 


Section 7.02. Remedies
on Default. Whenever an Event of Default shall have happened and be existing, any one or more of the following remedial steps
may be taken:


 


(a)          if
acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer
or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately
due and payable; or


 


(b)          the
Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due
and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or
agreement of the Company under those instruments.


 


Notwithstanding the
foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend
time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Trustee at
no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly
to the Issuer or the Trustee pursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in
accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the
provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts
in the Bond Fund.


 


The provisions of this
Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately
due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this
Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that
declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default
or impair any right consequent thereon.


 


Section 7.03. No
Remedy Exclusive. No remedy conferred upon or reserved to the Issuer or the Trustee by this Agreement is intended to be exclusive
of any other available remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other
remedy given under this Agreement, now or hereafter existing at law, in equity or by statute. No delay or omission to exercise
any right or power accruing upon any default shall impair that right or power or shall be construed to be a waiver thereof, but
any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer
or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than
any notice required by law or for which express provision is made herein.


 



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Section 7.04. Agreement
to Pay Fees and Expenses. If an Event of Default should occur and the Issuer or the Trustee should incur expenses, including
attorneys’ fees, in connection with the enforcement of this Agreement or the collection of sums due hereunder, the Company
shall reimburse the Issuer and the Trustee, as applicable, for the reasonable expenses so incurred upon demand.


 


Section 7.05. No
Waiver. No failure by the Issuer or the Trustee to insist upon the performance by the Company of any provision hereof shall
constitute a waiver of their right to performance and no express waiver shall be deemed to apply to any other existing or subsequent
right to remedy the failure by the Company to observe or comply with any provision hereof.


 


Section 7.06. Notice
of Default. The Company shall notify the Trustee immediately and in writing if it becomes aware of the occurrence of any Event
of Default hereunder or of any fact, condition or event which, with the giving of notice or passage of time or both, would become
an Event of Default.


 


ARTICLE
VIII






MISCELLANEOUS


 


Section 8.01. Term
of Agreement. This Agreement shall be and remain in full force and effect from the date of issuance of the Bonds until such
time as all of the Bonds shall have been fully paid (or provision made for such payment) pursuant to the Indenture and all other
sums payable by the Company under this Agreement shall have been paid, except for obligations of the Company under Sections 3.05,
4.02, 5.02 and 7.04, which shall survive any termination of this Agreement.


 


Notwithstanding any
termination of this Agreement, any payment of any or all of the Bonds or any discharge of the Indenture, if Bonds are redeemed
pursuant to the mandatory redemption upon determination of taxability, the Company shall pay all additional amounts required to
be paid under Section 4.02 of the Indenture at the time provided therein.


 


Section 8.02. Amounts
Remaining in Funds. Any amounts in the Bond Fund remaining unclaimed by the Holders of Bonds (whether at stated maturity, by
redemption or pursuant to any mandatory sinking fund requirements or otherwise) shall be deemed to belong, and shall be paid, to
the proper party pursuant to applicable escheat laws. Further, any other amounts remaining in the Bond Fund, the Project Fund and
any other special fund for accounts created under this Agreement or the Indenture, after all of the outstanding Bonds shall be
deemed to have been paid and discharged under the provisions of the Indenture and all other amounts required to be paid under this
Agreement and the Indenture have been paid, shall be paid to the Company to the extent that those moneys are in excess of the amounts
necessary to effect the payment and discharge of the outstanding Bonds.


 


Section 8.03. Notices.
All notices, certificates, requests or other communications hereunder shall be in writing and shall be deemed to be sufficiently
given when received or upon refusal of delivery at the applicable Notice Address. The Issuer, the Company or the Trustee may, by
providing written notice to each other, designate any further or different addresses to which subsequent notices, certificates,
requests or other communications shall be sent.


 



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Section 8.04. Extent
of Covenants of Issuer; No Personal Liability. All covenants, obligations and agreements of the Issuer contained in this Agreement
or the Indenture shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement
shall be deemed to be a covenant, obligation or agreement of any present or future member, trustee, officer, agent or employee
of the Issuer in other than his official capacity, and no official executing the Bonds shall be liable personally on the Bonds
or be subject to any personal liability or accountability by reason of the issuance thereof or by reason of the covenants, obligations
or agreements of the Issuer contained in this Agreement or in the Indenture.


 


Section 8.05. Binding
Effect. This Agreement shall inure to the benefit of and shall be binding in accordance with its terms upon the Issuer, the
Company and their respective permitted successors and assigns.


 


Section 8.06. Amendments
and Supplements. Except as otherwise expressly provided in this Agreement or the Indenture, subsequent to the issuance of the
Bonds and prior to all conditions provided for in the Indenture for release of the Indenture having been met, this Agreement may
not be effectively amended, changed, modified, altered or terminated except in accordance with the provisions of Article XI
of the Indenture, as applicable.


 


Section 8.07. Execution
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original
and all of which shall constitute but one and the same instrument.


 


Section 8.08. Severability.
If any provision of this Agreement or any covenant, obligation or agreement contained herein is determined by a court to be invalid
or unenforceable, that determination shall not affect any other provision, covenant, obligation or agreement, each of which shall
be construed and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or unenforceability
shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement shall
be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law.


 


Section 8.09. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State and for all purposes shall be governed
by and construed in accordance with the laws of the State.


 


Section 8.10. Further
Assurances and Corrective Instruments. The Issuer and the Company agree that they will, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably
be required for the further assurance, correction or performance of the expressed intention of this Agreement.


 



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Section 8.11. Issuer
and Company Representatives. Whenever under the provisions of this Agreement the approval of the Issuer or the Company is required
or the Issuer or the Company is required to take some action at the request of the other, such approval or such request shall be
given for the Issuer by a Designated Officer and for the Company by an Authorized Company Representative. The Trustee shall be
authorized to act on any such approval or request.


 


Section 8.12. Immunity
of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement contained
in this Agreement or in any agreement supplemental hereto, or in the Bonds, or because of any indebtedness evidenced thereby, shall
be had against any incorporator, or against any stockholder, member, officer or director, as such, past, present or future, of
the Company or of any predecessor or, subject to Section 5.04, successor legal entity, either directly or through the Company
or any predecessor or successor legal entity, under any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of the Bonds by the Holders thereof and as part of the consideration for the issuance of the Bonds.


 


Section 8.13. Immunity
of Officers, Employees and Members of the Issuer. No recourse shall be had for the payment of the principal of, premium, if
any, or interest on the Bonds or for any claim based thereon or upon any representation, obligation, covenant or agreement in this
Agreement contained against any past, present or future member, director, officer or employee of the Issuer, or of any successor
thereto, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise,
and all such liability of any such members, directors, officers or employees as such is hereby expressly waived and released as
a condition of and consideration for the execution of this Agreement and the issuance of the Bonds.


 


Section 8.14. Section
Headings. The table of contents and headings of the various articles and sections of this Agreement are for convenience of
reference only and shall not modify, define or limit any of the terms or provisions hereof. References to article and section numbers
are references to articles and sections in this Agreement unless otherwise indicated.


 



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IN WITNESS WHEREOF,
the Issuer and the Company have caused this Agreement to be duly executed in their respective names, all as of the date hereinbefore
written.


 


	 	SOUTHWESTERN ILLINOIS DEVELOPMENT AUTHORITY
	 	 	 
	 	By:	/s/ Robert P. Lombardi
	 	 	Robert P. Lombardi
	 	 	Chairman
	 	 	 
	Attest:	 	 
	 	 	 
	/s/ Barbara S. Johnson	 	 	 
	Barbara S. Johnson	 	 
	Secretary	 	 
	 	 	 
	[SEAL]	 	 


 





	 	UNITED STATES STEEL CORPORATION
	 	 
	 	By:	/s/ John J. Quaid
	 	 	John J. Quaid
	 	 	Vice President and Treasurer













 


[SIGNATURE PAGE TO U.S. STEEL 2012 LOAN
AGREEMENT]


 



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EXHIBIT A


 


PROJECT FACILITIES


 


Solid waste disposal
facilities, including BOF (Basic Oxygen Furnace) emissions system equipment in the BOF production process, located at the United States
Steel Corporation steel manufacturing facility, 1520 20th Street, Granite City, Illinois 62040.


 



    	 



    	 



    

 


EXHIBIT B


 


FORM OF DISBURSEMENT REQUEST


 


Statement No. ____ Requesting Disbursement
of Funds from Project Fund


pursuant to Section 3.03 of Loan Agreement
between


Southwestern Illinois Development Authority
and United States Steel Corporation


 


Pursuant to Section 3.03
of the Loan Agreement, dated as of August 1, 2012 (the “Agreement”), between the Southwestern Illinois Development
Authority (the “Issuer”) and United States Steel Corporation (the “Company”), the undersigned Authorized
Company Representative hereby requests and authorizes The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”) under the Trust Indenture, dated as of August 1, 2012 (the “Indenture”), by and between
the Issuer and the Trustee, to pay to the Company or to the person(s) listed on the Disbursement Schedule, if any, attached hereto
out of the moneys deposited in Project Fund (as established pursuant to the Indenture) the aggregate sum of $__________, to reimburse
the Company in full, or to pay such person(s) as indicated in any Disbursement Schedule, for the advances, payments and expenditures
made by it in connection with the Project. Capitalized terms used but not defined herein shall have the meanings set forth in the
Agreement.


 


In connection with
the foregoing request and authorization, the undersigned hereby certifies that:


 


(a)          Each
item for which disbursement is requested hereunder is properly payable out of the Project Fund in accordance with the terms and
conditions of the Agreement and none of those items has formed the basis or any disbursement heretofore made from the Project Fund;


 


(b)          This
statement and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements
set forth herein and shall constitute full warrant, protection and authority to the Trustee for its actions taken pursuant hereto;
and


 


(c)          This
statement constitutes the approval of the Company of each disbursement hereby requested and authorized.


 


This _________ day
of ________________, 20__.


 


	 	 
	 	Authorized Company Representative


 



    	 



    	 



    

 


Disbursement Schedule


 


	Payee	 	Amount	 	Purpose
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT C


 


FORM OF COMPLETION CERTIFICATE


 


Pursuant to Section 3.01
of the Loan Agreement, dated as of August 1, 2012 (the “Agreement”), between the Southwestern Illinois Development
Authority (the “Issuer”) and United States Steel Corporation (the “Company”), the undersigned hereby
certifies to the Trustee (all capitalized terms used and not otherwise defined herein having the meaning set forth in the Agreement)
the following:


 


(a)          the
Project was substantially completed on or about ____________, 20__;


 


(b)          all
other facilities necessary in connection with the Project have been acquired, constructed, installed and equipped;


 


(c)          $______________
shall be retained in the Project Fund for the payment of costs of the Project not yet due or for liabilities which the Company
is contesting or which otherwise should be retained, because _______________________ _______________________________ [explain the
reasons such amounts are being contested or should be retained]; and


 


(d)          other
than the amounts referred to in (c) above, of the remaining balance in the Project Fund:


 


(i)          $________________
is being used to acquire, construct, install or equip additional personal property in connection with the Project Facilities; and/or


 


(ii)         $________________
shall be paid into the Bond Fund to be applied to pay the interest component of Bond Service Charges on the next Interest Payment
Date (for which the Company shall receive a credit against its obligations to make Installment Payments equal to the amount of
moneys so transferred from the Project Fund).


 


Attached hereto is
such evidence and the Opinion of Nationally Recognized Bond Counsel as are required by the Indenture, if any.


 


This _________ day
of ________________, 20__.


 


	 	 
	 	Authorized Company Representative