Exhibit 10.1 





 


LOAN AGREEMENT


 


between


 


INDIANA FINANCE AUTHORITY


 


and


 


UNITED STATES STEEL CORPORATION


 


$29,000,000


Indiana Finance Authority


Environmental Improvement Revenue Bonds,
Series 2012


(United States Steel Corporation Project)


 


Dated as of August 1, 2012


 



    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS	2
	 	 
	Section 1.01.	Use of Defined Terms	2
	Section 1.02.	Definitions	2
	Section 1.03.	Interpretation	3
	Section 1.04.	Captions and Headings	4
	 	 	 
	Article II REPRESENTATIONS	4
	 	 
	Section 2.01.	Representations and Covenants of Issuer	4
	Section 2.02.	Representations and Covenants of Company	4
	 	 	 
	Article III COMPLETION OF PROJECT FACILITIES;
    ISSUANCE OF BONDS	5
	 	 
	Section 3.01.	Completion of Project Facilities	5
	Section 3.02.	Issuance of Bonds; Application of Proceeds	5
	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	7
	 	 
	Section 4.01.	Loan of Proceeds; Installment Payments	7
	Section 4.02.	Additional Payments	7
	Section 4.03.	Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption	8
	Section 4.04.	Obligations Unconditional	8
	Section 4.05.	Assignment by Company	8
	Section 4.06.	Assignment by Issuer	9
	 	 	 
	Article V ADDITIONAL AGREEMENTS AND COVENANTS	9
	 	 
	Section 5.01.	Lease, Sale or Grant of Use by Company	9
	Section 5.02.	Indemnification of Issuer and Trustee	9
	Section 5.03.	Company Not to Adversely Affect Exclusion From Gross Income of Interest on Bonds	11
	Section 5.04.	Company to Maintain its Existence; Mergers or Consolidations	11
	Section 5.05.	Reports and Audits	11
	Section 5.06.	Insurance	12


 



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	Article VI OPTIONS; PREPAYMENT OF LOAN	12
	 	 
	Section 6.01.	Options to Terminate	12
	Section 6.02.	Optional Redemption and Option to Prepay Upon Extraordinary Optional Redemption Under Indenture	12
	Section 6.03.	Actions by Issuer	12
	Section 6.04.	Release on Exercise of Option to Prepay Loan	12
	 	 	 
	Article VII EVENTS OF DEFAULT AND REMEDIES	13
	 	 
	Section 7.01.	Events of Default	13
	Section 7.02.	Remedies on Default	13
	Section 7.03.	No Remedy Exclusive	14
	Section 7.04.	Agreement to Pay Fees and Expenses	14
	Section 7.05.	No Waiver	14
	Section 7.06.	Notice of Default	15
	 	 	 
	Article VIII MISCELLANEOUS	15
	 	 
	Section 8.01.	Term of Agreement	15
	Section 8.02.	Amounts Remaining in Funds	15
	Section 8.03.	Notices	15
	Section 8.04.	Extent of Covenants of Issuer; No Personal Liability	15
	Section 8.05.	Binding Effect	16
	Section 8.06.	Amendments and Supplements	16
	Section 8.07.	Execution Counterparts	16
	Section 8.08.	Severability	16
	Section 8.09.	Governing Law	16
	Section 8.10.	Further Assurances and Corrective Instruments	16
	Section 8.11.	Issuer and Company Representatives	16
	Section 8.12.	Immunity of Incorporators, Stockholders, Officers and Directors	16
	Section 8.13.	Section Headings	17


 



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LOAN AGREEMENT


 


THIS LOAN AGREEMENT
(this “Agreement”), made and entered into as of August 1, 2012, by and between the INDIANA FINANCE AUTHORITY
(the “Issuer”), a body politic and corporate of the State of Indiana (the “State”), exercising essential
public functions, duly organized and validly existing under and by virtue of the laws of the State, including specifically Indiana
Code Title 4, Article 4, Chapters 10.9 and 11, as amended from time to time (the “Act”), and UNITED STATES STEEL
CORPORATION, a corporation duly organized and 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, the General
Assembly of the State has enacted Indiana Code Title 4, Article 4, Chapters 10.9 and 11, declaring it to be the public policy of
the State to prevent environmental pollution, including solid waste, through the Issuer’s issuance of its revenue bonds to
finance or refinance pollution control facilities (as defined in the Act); and


 


WHEREAS, in order to
provide the funds to finance the Project, the Issuer has duly authorized the issuance and sale of its Environmental Improvement
Revenue Bonds, Series 2012 (United States Steel Corporation Project), in the aggregate principal amount not to exceed $29,000,000
(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, for the purposes described therein, and has determined
to enter into this Agreement and 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 and limited obligations of the Issuer, payable solely from the Pledged Receipts, and neither the principal of the Bonds,
nor the interest accruing thereon, shall ever constitute a general indebtedness of the Issuer or an indebtedness of the State or
any political subdivision or instrumentality thereof, within the meaning of any constitutional or statutory provision whatsoever,
or shall ever constitute or give rise to a pecuniary liability of the State or any political subdivision or instrumentality thereof,
nor will the Bonds be, or be deemed to be, an obligation of the State or any political subdivision or instrumentality thereof;
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 $29,000,000 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.


 


“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.


 



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“Notice Address”
means:


 


		(a)	As to the Issuer:



 


Indiana Finance Authority


One North Capitol Avenue, Suite 900


Indianapolis, IN 46204


Attention: Public Finance Director of the State of Indiana


Facsimile: (317) 232-6786


 


		(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, Pennsylvania 15259


Attention: Corporate Trust Administration


Facsimile No.: (412) 236-9820


 


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, installation and equipping of the Project Facilities.


 


“Project Facilities”
means the pollution control facilities financed from the proceeds of the Bonds, as such facilities are described in Exhibit
A hereto.


 


“Tax Regulatory
Agreement” means the Tax Regulatory Agreement and No Arbitrage Certificate in respect of the Bonds and dated as of the
date of delivery of the Bonds, and any permitted amendments or supplements thereto.


 


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.


 



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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 duly organized and validly existing under the Constitution and 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.


 


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.


 



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(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 a “pollution control facility” (within the
meaning of the Act) for preventing or remediating environmental pollution, 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.


 


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.


 



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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, installation or equipment 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 Act, 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, installation or equipping
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. Each of the Issuer and 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.


 


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.


 



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Section
3.05.     Issuer’s Fees. The Company will pay the Issuer’s
closing fee in the amount of $30,000 and the legal fee in the amount of $5,000 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.


 


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


 



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(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.


 


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;


 



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(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;


 


(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 affect upon the tax-exempt status of the Bonds.


 


Section
5.02.     Indemnification of Issuer and Trustee. The Company
will indemnify and hold the Issuer and Trustee, their members, officers, officials and employees, and the State of Indiana, including
its members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation
expenses, attorneys’ fees and expenses or court costs arising out of, or in any way relating to, the execution or performance
of the Indenture, this Agreement, the Bond Purchase Agreement (the “Bond Purchase Agreement”) among the Underwriter,
the Issuer and the Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project
Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’
fees and expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation,
order or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous
waste, substance or material), or the Bonds, including the issuance or sale of the Bonds, or failure to issue or sell the Bonds,
actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any other documents in connection
therewith or any other cause whatsoever pertaining to the Project Facilities, except in any case as a result of the gross negligence
or willful misconduct of the Issuer or Trustee.


 



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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.


 


The Company agrees
to indemnify the Trustee and the Issuer for and to hold each of them 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 or the Issuer, as
applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, 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 and the Issuer in defending itself against any such claim, action or proceeding
brought in connection wit the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture.


 


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
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. At its own expense, an indemnified party may employ separate counsel and participate in the defense. 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 or the Trustee, or
their respective members, officers, officials or employees, for their gross negligence or willful misconduct.


 


The foregoing indemnification
is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of
the Issuer and the Trustee, respectively. 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.


 



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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 ninetieth 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.


 


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.


 



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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; 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 and 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.


 


Section
6.03.     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
6.04.     Release on Exercise of Option to Prepay Loan. Upon
the payment of all amounts due hereunder pursuant to any option to prepay the Loan granted in this Agreement, 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.


 



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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 date 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.


 


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


 



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(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 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.


 


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 thereunder, 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.


 



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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 Section 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.


 


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.


 



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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.


 


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.


 



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Section
8.13.     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.


 


	 	 	INDIANA FINANCE AUTHORITY
	 	 	 	 
	 	 	By:	/s/ Adam M. Horst
	 	 	 	Adam M. Horst, Chairman
	 	 	 	 
	 	 	 	 
	Attest:	 	 	 
	 	 	 	 
	/s/ Kendra York	 	 	 
	Kendra York, Public Finance Director	 	 	 
	of the State of Indiana	 	 	 
	 	 	 	 
	[SEAL]	 	 	 


 


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


 



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


 


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


 



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EXHIBIT A


 


PROJECT FACILITIES


 


Solid waste disposal
facilities, including dustcatchers on two blast furnaces and dust control and emission systems on a carbon alloy synthesis facility,
located at the United States Steel Corporation Gary Works, One North Broadway, Gary, Indiana.


 



    	 



    	 



    

 


EXHIBIT B


 


FORM OF DISBURSEMENT REQUEST


 


Statement No. ____ Requesting Disbursement
of Funds from Project Fund


pursuant to Section 3.03 of Loan Agreement
between


Indiana Finance 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 Indiana Finance 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 Indiana Finance 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


 



    	 



    	 



    

 


ASSIGNMENT


 


KNOW ALL PERSONS BY
THESE PRESENTS that the INDIANA FINANCE AUTHORITY, a body politic and corporate of the State of Indiana (the “Issuer”),
for value received, hereby does assign, transfer and pledge unto 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”), between the Issuer
and the Trustee, and to the Trustee’s successors in the trust and its assigns, forever, all right, title and interest of
the Issuer in the Loan Agreement, dated as of August 1, 2012 (the “Agreement”), between the Issuer and UNITED
STATES STEEL CORPORATION (the “Company”), including, but not limited to, the Pledged Receipts (as defined in the Indenture)
(but not including the Unassigned Issuer’s Rights (as defined in the Indenture)), all as provided in the Indenture and in
the Agreement, and to have, hold and apply such income, payments, receipts, revenues and moneys in accordance with the Indenture;
and the Issuer directs that such funds shall be paid by the Company directly to the Trustee, according to the terms of the Indenture.


 


IN WITNESS WHEREOF,
the INDIANA FINANCE AUTHORITY has caused this Assignment to be duly executed in its name and on its behalf by its Chairman, and
its corporate seal to be affixed hereunto and attested by the Public Finance Director of the State of Indiana, all as of this 17th
day of August, 2012.


 


	 	INDIANA FINANCE AUTHORITY
	 	 	 
	 	By:	 
	 	 	Adam M. Horst, Chairman
	 	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	Attest:	 	 
	 	 	 
	 	 	 
	Kendra York, Public Finance Director	 	 
	of the State of Indiana