Exhibit 10.1



                                 LOAN AGREEMENT

                                     between

                ALLEGHENY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

                                       and

                         UNITED STATES STEEL CORPORATION



                                  $129,145,000
                Allegheny County Industrial Development Authority
                     Environmental Improvement Revenue Bonds
                    (United States Steel Corporation Project)
                            Refunding Series of 2009





                          Dated as of November 1, 2009








                                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 the Issuer        4
Section 2.02.   Representations and Covenants of the Company       5

                                   ARTICLE III
             COMPLETION OF PROJECT FACILITIES; ISSUANCE OF THE BONDS

Section 3.01.   Completion of Project Facilities                   6
Section 3.02.   Issuance of the Bonds; Application of Proceeds     6
Section 3.03.   Company Required to Provide Additional Moneys in
                Event Moneys Insufficient to Redeem Refunded Bonds 6
Section 3.04.   Investment of Fund Moneys                          7
Section 3.05.   Issuer's Fees                                      7
                                   ARTICLE IV
       LOAN BY ISSUER; REPAYMENT OF THE 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             10
Section 5.02.   Indemnification of Issuer and Trustee              10
Section 5.03.   Company Not to Adversely Affect Exclusion From
                Gross Income of Interest on the 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                                          11

                                   ARTICLE VI
                           OPTIONS; PREPAYMENT OF LOAN

Section 6.01.   Options to Terminate                               12
Section 6.02.   Option to Prepay Upon Extraordinary Optional
                Redemption Under the Indenture                     12
Section 6.03.   Actions by Issuer                                  12
Section 6.04.   Release on Exercise of Option to Prepay Loan       13

                                   ARTICLE VII
                         EVENTS OF DEFAULT AND REMEDIES

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                                  14

                                  ARTICLE VIII
                                  MISCELLANEOUS

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                                     15
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

EXHIBIT A       PROJECT FACILITIES
APPENDIX A      NONDISCRIMINATION/SEXUAL HARRASSMENT CLAUSE

                                 LOAN AGREEMENT


     THIS  LOAN AGREEMENT made and entered into as of November 1, 2009,  by  and
between the ALLEGHENY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the "Issuer"),  a
body  corporate and politic and a public instrumentality of the Commonwealth  of
Pennsylvania (the "State"), duly incorporated and validly existing under and  by
virtue  of  the  Economic Development Financing Law, Act  of  August  23,  1976,
P.L.  251,  as  amended  (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):

     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 hereinafter defined) 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  (which  had  assumed the obligation for the  Refunded  Bonds  from
Marathon Oil Corporation, formerly known as USX Corporation and the successor by
merger to the previously existing USX Corporation), for the purpose of refunding
the Issuer's outstanding (i) $36,515,000 Environmental Improvement Revenue Bonds
(USX  Corporation  Projects)  Refunding  Series  of  1996  (the  "1996  Bonds"),
(ii)  $33,030,000  Environmental  Improvement  Revenue  Bonds  (USX  Corporation
Projects)  Refunding  Series of 1998 (the "1998A Bonds") and  (iii)  $59,600,000
Environmental  Improvement  Revenue  Bonds  (USX  Corporation  Project)   Second
Refunding  Series  of  1998  (the  "1998B Bonds,"  and,  collectively  with  the
1996 Bonds and the 1998A Bonds, the "Refunded Bonds"), which Refunded Bonds  had
been  issued to refund a total of seven prior issues (the "Prior Bonds") of  the
Issuer's  bonds,  the  proceeds of which were used to finance  the  acquisition,
construction, equipping and installation of the Project Facilities in  order  to
better ensure compliance with environmental standards, and which financings have
and will promote the economic welfare of the citizens of the State; and

     WHEREAS,  the  Issuer has determined to issue and sell  its  Bonds  in  the
aggregate  principal amount of $129,145,000, pursuant to the terms  of  a  Trust
Indenture (the "Indenture") dated as of November 1, 2009, from the Issuer to The
Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), for the
purposes  heretofore described and 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 limited obligations of the Issuer  payable  solely
from  the Pledged Receipts, as defined in the Indenture, as hereinafter defined,
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, including  the
County  of  Allegheny,  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,
including the County of Allegheny, nor will the Bonds be, or be deemed to be, an
obligation of the State or any political subdivision or instrumentality thereof,
including the County of Allegheny; 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 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 $129,145,000 Environmental Improvement  Revenue
Bonds (United States Steel Corporation Project) Refunding Series of 2009.

     "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.

     "Notice Address" means:

          (a)  As to the Issuer:

               Allegheny County Industrial Development Authority
               Suite 800
               425 Sixth Avenue
               Pittsburgh, PA  15219-1819
               Attention:  Manager
               Facsimile No.:  (412) 642-2217

          (b)  As to the Company:

               United States Steel Corporation
               Room 1311
               600 Grant Street
               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
               7th Floor
               Pittsburgh, PA  15259
               Attention:  Corporate Trust Administration
               Facsimile No.:  (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  refinancing of the cost of  the  Project  Facilities
through  the current refunding of the Refunded Bonds, as defined in the recitals
to this Agreement.

     "Project  Facilities"  means, generally, the pollution  control  facilities
financed  from  the proceeds of earlier issues of the Issuer's bonds  that  were
refunded from the proceeds of the Refunded Bonds, as such Project Facilities are
defined in the recitals to this Agreement and listed and described in Exhibit  A
hereto,  and  may  also be limited, when appropriate in the  context,  to  those
specific capital assets and equipment remaining in the ownership of the  Company
and  in  the physical state, condition and manner of operation existing  on  the
date of issuance of the Bonds.

     "Refunded  Bonds  Trustee"  means  The  Bank  of  New  York  Mellon   Trust
Company, N.A., in its capacity as trustee or successor trustee for each issue of
the Refunded Bonds.

     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 the 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, 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 the 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 was, at the time originally placed in
service, a "pollution control facility" used in whole or in part to control,
reduce, abate or prevent, air, noise, water or general environmental pollution,
and was designed to meet applicable federal, state and local requirements for
the control of air or water pollution in effect at or about the time the earlier
issues of the Issuer's bonds used to finance the Project Facilities were issued.
The Project Facilities were constructed for no significant purpose other than
the control of air or water pollution, and not principally designed to result in
any increase in production or capacity, or in a material extension of the useful
life of a manufacturing or production facility or a part thereof that is owned,
operated or used by the Company.

     (d)  At the time of issuance of the earlier issues of the Issuer's bonds
used to finance the Project Facilities, at the time of issuance of the Refunded
Bonds and at all times subsequent thereto, with the exception of the matter
addressed and corrected by the First Supplemental Trust Indenture dated as of
November 1, 2009 between the Issuer and the Trustee relating to the 1998B Bonds,
the Company has complied with all applicable requirements of the Internal
Revenue Code of 1954, as amended, and the Internal Revenue Code of 1986, as
amended, and all applicable regulations, rulings and successor laws necessary
to ensure the continuing tax-exempt status of such earlier issues and of the
Refunded Bonds.

     (e)  All of the proceeds of the Bonds will be used exclusively to retire
the Refunded Bonds within 90 days of the date of issuance of the Bonds.  None
of the proceeds of the Bonds will be used to provide working capital or pay
costs of issuance of the Bonds.

     (f)  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.

     (g)  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.

     (h)  The Company will comply with the standard Nondiscrimination/Sexual
Harrassment Clause set forth in Appendix A hereto.  For the purposes of such
Nondiscrimination/Sexual Harrassment Clause, the parties hereto understand that
(i) this Agreement is the "contract" and (ii) there is no subcontractor
for the performance of the Company's obligations under this Agreement.

                                   ARTICLE III

                        COMPLETION OF PROJECT FACILITIES;
                              ISSUANCE OF THE BONDS

     SECTION 3.01. Completion of Project Facilities. The Company represents that
the  acquisition  and/or  construction  of  the  Project  Facilities  have  been
completed  and that the proceeds derived from the sale of the earlier issues  of
the  Issuer's bonds used to finance the Project Facilities and the refunding  of
the  Prior  Bonds, including any investment thereof, were expended in accordance
with  the  provisions  of all bond authorization, security  and  tax  regulatory
agreements executed in respect of all such bonds and the Refunded Bonds  and  in
respect of the installation, operation or use of the Project Facilities and  the
Refunding of the Prior Bonds.

     Section 3.02. Issuance of the Bonds; Application of Proceeds. To provide
funds for the purpose of refunding the Refunded Bonds, 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.

     The  proceeds from the sale of the Bonds shall be paid to the  Trustee  and
deposited  as  follows (a) a sum equal to accrued interest,  if  any,  shall  be
deposited  in  the  Bond  Fund and (b) the balance shall  be  deposited  in  the
Clearing Fund.

     Disbursements of moneys in the Clearing Fund shall be made by  the  Trustee
in  order  to  defease  and/or redeem the Refunded Bonds,  pursuant  to  written
instructions  delivered by the Company to the Trustee and to the Refunded  Bonds
Trustee, provided, in all events, all moneys in the clearing fund shall be fully
disbursed  for  the  redemption of the Refunded  Bonds  on  or  before  90  days
following  the  date of issuance of the Bonds.  Upon deposit of  adequate  funds
with  the trustee for the Refunded Bonds, the Company shall be permitted to seek
a  release of the lien of any and all documents providing for the payment of the
Refunded Bonds, including particularly the respective Trust Indentures  and  the
Loan  Agreements  securing the same, and may seek repayment  of  any  unrequired
funds  on  deposit  in  the  Clearing Fund, pursuant  to  Section  5.07  of  the
Indenture.

     Section 3.03. Company Required to Provide Additional Moneys in Event Moneys
Insufficient  to Redeem Refunded Bonds.  If moneys disbursed from  the  Clearing
Fund  to  the Refunded Bonds Trustee are not sufficient to defease or redeem  an
issue of the Refunded Bonds, the Company shall, nonetheless, not later than  the
date  fixed for redemption of such issue of Refunded Bonds, pay to the  Refunded
Bonds  Trustee,  in immediately available funds, any such additional  moneys  as
shall be needed, including, without limitation, amounts for interest accrued  to
that  date,  from its own funds to defease or redeem such issue of the  Refunded
Bonds.  The Company shall not be entitled to any reimbursement therefor from the
Issuer,  the  Trustee or any Holder; nor shall it be entitled to any  abatement,
diminution or postponement of the Installment Payments as a consequence of  such
payment.   The  Company  acknowledges and agrees that there  is  no  implied  or
express warranty by the Issuer that the proceeds of the Bonds will be sufficient
to redeem the Refunded Bonds.

Section 3.04. Investment of Fund Moneys.  At the written direction of the
Authorized Company Representative, any moneys held as part of the Trust Estate
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 issued 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, 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 $35,000.00 and the legal fee in the amount of $5,000.00 on  the
date  of  issuance of the Bonds and will pay the Issuer's annual fee, in  annual
installments, in the amount of $32,286.25 per year payable (and not  subject  to
refund)  commencing  on  the date the Bonds are issued and  thereafter,  a  like
amount  on November 1, 2010 and on November 1 of each year thereafter until  the
payment  or  defeasance  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 THE 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 3.02.

     On  each  date  on which any payment of principal of or interest  on  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 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.

          (b)  The fees and expenses of the Trustee under the Indenture,
     including reasonable attorneys' fees of the Trustee for any services
     rendered by them 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 of this Agreement 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,
including,  without  limitation,  any  defense  (other  than  payment),  setoff,
recoupment  or  counterclaim which the Company may have or  assert  against  the
Issuer, the Trustee or any other Person.

     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 Projec
     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 Unassigned Issuer  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 remaining 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; and

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

     Section 5.02. Indemnification of Issuer and Trustee. The Company agrees
that the Issuer and the Trustee and the members, officers, employees, agents and
attorneys  thereof shall not be liable for and the Company covenants and  agrees
to  protect,  exonerate, defend, indemnify and save the Issuer and the  members,
officers, employees, agents and attorneys thereof and the Trustee, its  officers
and  employees,  harmless from and against (a) any and  all  costs,  damages  or
liabilities which may arise out of the issuance of the Bonds or arising from any
breach  or  default on the part of the Company to be performed pursuant  to  the
terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and
liabilities  incurred in or about the defense of any such claims or  actions  or
proceedings brought thereon.  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 with the exercise or performance of any  of
its powers or duties under this Agreement, the Bonds or the Indenture.

     In  case  any  actions or proceeding is 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 consent.

     Notwithstanding  anything  contained herein to the  contrary,  the  Company
shall  not be obligated to indemnify or hold harmless the Issuer or the  Trustee
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.

     Section 5.03. Company Not to Adversely Affect Exclusion From Gross Income
of Interest on the 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  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.

     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), the Company may terminate the Loan (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.

     Section 6.02. Option to Prepay Upon Extraordinary Optional Redemption Under
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 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.
                                   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.

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

     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 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 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
greement,  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, from 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
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  4.01
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 to and shall be paid, to the proper party pursuant  to
applicable escheat laws.  Further, any other amounts remaining in the Bond Fund,
the  Clearing  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.

     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, covenants 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 hereof, 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.  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 sections in
this Agreement unless otherwise indicated.

     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.

ATTEST:                          ALLEGHENY COUNTY INDUSTRIAL
                                 DEVELOPMENT AUTHORITY


By /s/ Mark A. Jones
--------------------
Assistant Secretary              By /s/ James M. Edwards
                                 -----------------------
                                 Chairman
[SEAL]



                                 UNITED STATES STEEL CORPORATION



                                 By: /s/ L. T. Brockway
                                 ----------------------
                                 Name: L. T. Brockway
                                 Title Vice President & Treasurer
























                       [SIGNATURE PAGE TO LOAN AGREEMENT]



                                    EXHIBIT A

                               PROJECT FACILITIES


1996 Bonds Project Facilities

Clairton Works, 400 State Street, Clairton, Allegheny County, Pennsylvania
     Pushing Emission Control Systems-Nos. 19 and 22 Batteries
     Pushing Emission Control Systems-Nos. 13 through 15 Batteries
     Pushing Emission Control System and Dust Collection System-Coke Ovens
     Nos. 13, 14 and 15; Dust Collection System-Coal Preparation
     Gas Cleaning and Quench Cars-Nos. 21 and 22 Batteries
     Water Recycle and Treatment System-WQC Rolling Mills
     Gas Cleaning Facility Systems-Nos. 1, 2 and 3 Battery
     Spare Gas Cleaning Facility for Pushing Emission Control System-Coke
     Batteries Nos. 1, 2 and 3
     Pushing Emission Control System-Coke Batteries Nos. 7 through 9
     Pushing Emission Control System-Coke Batteries Nos. 7 and 9

Edgar Thomson Works, 130 Braddock Avenue, Braddock, Allegheny County,
Pennsylvania
     Water Recycle and Treatment System-WQC BOP
     BOP Shop Fugitive Emission Control Facilities

Irvin Works, off Camp Hollow Road, West Mifflin, Allegheny County, Pennsylvania
     Electrostatic Precipitators and Other Emission Controls Nos. 3 through 7
     Boilers

Duquesne Works, 1 Library Place, Duquesne, Allegheny County, Pennsylvania
     Water Recycle and Treatment System-BOP
     Dust Collection System-Iron Desulpherization

Homestead Works, Amity Street, Homestead, Allegheny County, Pennsylvania
     Electrostatic Precipitators and Other Emission Controls Nos. 3 and 4
     Boilers-Carrie
     Electrostatic Precipitators Nos. 3 and 4 Boilers
     Water Recycle and Treatment System-Slab and Plate Mills
     Water Recycle and Treatment System-Nos. 6 and 7 Blast Furnaces
     Open Hearth Stack Caps and Solid Rappers and Control

Vandergrift Plant, 130 Lincoln Avenue, Vandergrift, Westmoreland County,
Pennsylvania
     Water Collection and Treatment System

1998A Bonds Project Facilities

Clairton  Works-Air Pollution Control System-Combustion Stack  at  No.  21  Coke
Battery
     Installation of electrostatic precipitator, exhaust fan and other equipment
     for the removal of particulate matter in order to control visible emissions
     from the combustion stack.

Clairton Works-Water Pollution Control System-Pitch Prill Plant
     Installation of water recycle and treatment system to control discharge  of
     suspended waste solids and oil in process water used in Pitch Prill plant.

Clairton Works-Water Pollution Control System-No. 2 Benzene Boiler House
     Installation of water recycle and treatment system to control discharge  of
     suspended solids generated by operation of the No. 2 Boiler House.

Homestead Works-Water Pollution Control System-Nos. 3 and 4 Blast Furnaces
     Installation of water recycle and treatment system to control discharge  of
     suspended waste solids and other chemical pollutants from blast furnace gas
     cleaning system.

National-Duquesne  Works  (Duquesne Works)-Water  Pollution  Control  System-Bar
Mills

Edgar Thomson-Irvin Works (Edgar Thomson Plant)-Water Pollution Control
System-Blast Furnace

Edgar Thomson-Irvin Works (Edgar Thomson Plant)-Water Pollution Control
System-44" Slab Mill

National-Duquesne  Works (Duquesne Works)-Water Pollution  Control  System-Blast
Furnace

Edgar   Thomson-Irvin  Works  (Edgar  Thomson  Plant)-Water  Pollution   Control
System-Foundry

Homestead  Works (Saxonburg Sintering Plant)-Air Pollution Control  System-Plant
Lines 2 & 3

National-Duquesne Works (Duquesne Plant)-Air Pollution Control System-BOP Shop
     Installation  of  fume  collection system and other  related  equipment  to
     collect certain particulate matter emitted during steel reladling
     operations.

Homestead Works-Water Pollution Control System-Slab and Plate Mills
     Installation of water recycle and treatment system to control discharge  of
     suspended solids and oil created during operation of these mills.

Homestead Works (Saxonburg Sintering Plant)-Air Pollution Control System
     Installation of recycle system for exhaust gases, including dust collection
     equipment,  to collect certain particulate matter emitted during  sintering
     operation.

Homestead Works-Air Pollution Control System-Boilers Nos. 3 and 4
     Installation  of  electrostatic  precipitators  and  related  equipment  to
     collect and remove particulate matter from stack gases.

1998B Bonds Project Facilities

1985 Project (Refunding) Included:

1973 Project:   biological  water  treatment  facilities  at  Clairton  Works,
     Clairton, Pennsylvania.

1975 Series A Project:

     Storage  tank  volatile  vapor  control at the  Clairton  Works,  Clairton,
     Pennsylvania;

     Fume  emission  control for the BOP Hot Metal Mixers at the  Edgar  Thomson
     Works, Braddock, Pennsylvania;

     Dust  and  fume  collection  facilities at the Imperial  Works,  Oil  City,
     Pennsylvania;

     Water  control  facilities for the South Sewer at  the  Irvin  Works,  West
     Mifflin, Pennsylvania;

     Catalytic  incineration  for  emission control  for  the  Maleic  Anhydride
     Process  Units  Numbers  2  and  3  at  the Neville  Island  Plant,
     Pittsburgh, Pennsylvania;

     Air  pollution  control  thermal incineration for  the  Phthalic  Anhydride
     Production Facility at the Neville Island Plant, Pittsburgh, Pennsylvania;

     Air  pollution control catalytic incineration for emission control for  the
     Maleic  Anhydride Process Unit Number 4 at the Neville Island Plant,
     Pittsburgh, Pennsylvania;

     Lurgi  catalytic sulfuric acid recovery system at the Neville Island Plant,
     Pittsburgh, Pennsylvania.

     Emission  control  facilities for the Number 17 Coke  Battery  at  Clairton
     Works, Clairton, Pennsylvania; and

     Fume emission control facilities for the Transfer Pits at Duquesne Works,
     Duquesne, Pennsylvania.

1975 Series  B  Project:   parallel  gas cleaning  system  at  Duquesne  Works,
     Duquesne, Pennsylvania.

1976 Series A Project:  electrostatic precipitators and other emission controls
     for the Numbers 3 and 4 Boilers  at  Carrie-Homestead  Works,  Homestead,
     Pennsylvania; and electrostatic precipitators and other emission controls
     for the Numbers 3 and 7 Boilers at Irvin Works, West Mifflin,
     Pennsylvania.

1977 Series A Project:  quench and gas cleaning car at Numbers 19 and  20  Coke
     Oven Battery at Clairton Works, Clairton, Pennsylvania; water collection
     and treatment  facilities  for  the Hot Strip Mill at  Irvin  Works,
     West  Mifflin, Pennsylvania;  and incinerator and waste disposal tanks for
     the Polyester  Plant at Neville Island Plant, Pittsburgh, Pennsylvania.

1977 Series B Project:

     Water recycle and treatment system on Number 2 and Benzene Boiler Houses at
     Clairton Works, Clairton, Pennsylvania;

     Emission  control on Combustion Stack Number 21 Battery at Clairton  Works,
     Clairton, Pennsylvania;

     Water  recycle  and  treatment system for Pitch Prill  at  Clairton  Works,
     Clairton, Pennsylvania;

     Water  recycle  and treatment at Primary and Bar Mills at  Duquesne  Works,
     Duquesne, Pennsylvania;

     Water  recycle and treatment at Blast Furnace Gas Cleaning System at  Edgar
     Thomson Works, Braddock, Pennsylvania;

     Water  recycle  and  treatment at 44" Slab Mill  at  Edgar  Thomson  Works,
     Braddock, Pennsylvania;

     Blast   furnace   water  recycle  system  at  Duquesne   Works,   Duquesne,
     Pennsylvania;

     Water  recycle  and  treatment  at  the Foundry  at  Edgar  Thomson  Works,
     Braddock, Pennsylvania;

     Water  recycle and treatment at Numbers 3 and 4 Blast Furnaces at Homestead
     Works, Homestead, Pennsylvania; and

     Additional precipitators for windboxes at Sinter Plant Lines Numbers 2  and
     3 at Saxonburg Plant, Saxonburg, Pennsylvania.

1978 Series A Project:

     Water  recycle and treatment system for Slab and Plate Mills  at  Homestead
     Works, Homestead, Pennsylvania;

     Recycle  system  for exhaust gases for Number 1 Sinter  Line  at  Saxonburg
     Plant, Saxonburg, Pennsylvania;

     Fume  collection  system  for AQC-Steel Reladling BOP  at  Duquesne  Works,
     Duquesne, Pennsylvania; and

     Electrostatic precipitators for Numbers 3 and 4 Boilers at Homestead Works,
     Homestead, Pennsylvania.

1978 Series B Project:

     Pushing  emission control system and dust collection system for Coke  Ovens
     Numbers 13 and 14 at Clairton Works, Clairton, Pennsylvania;

     Gas  cleaning and quench cars for Numbers 1, 2 and 3 Batteries at  Clairton
     Works, Clairton, Pennsylvania;

     Gas  cleaning and quench cars for Numbers 21 and 22 Batteries  at  Clairton
     Works, Clairton, Pennsylvania;

     Water recycle and treatment system for WQC BOP at Edgar Thomson Works,
     Braddock, Pennsylvania;

     Electrostatic precipitators for Numbers 3 and 4 Boilers at Homestead Works,
     Homestead, Pennsylvania;

     Water  recycle and treatment system for Slab and Plate Mills  at  Homestead
     Works, Homestead, Pennsylvania;

     Water recycle and treatment system for WQC Rolling Mills at Clairton Works,
     Clairton, Pennsylvania;

     Water  recycle  and treatment system for BOP at Duquesne  Works,  Duquesne,
     Pennsylvania; and

     Dust   collection  system  for  iron  desulfurization  at  Duquesne  Works,
     Duquesne, Pennsylvania.

1979 Series  A  Project:  pushing emission control systems  for  Numbers  19-22
     Batteries; and pushing emission control systems for Numbers 13-15
     Batteries; all at Clairton Works, Clairton, Pennsylvania.

1979 Series B Project:

     Spare  gas  cleaning facility for Coke Batteries Numbers  1,  2  and  3  at
     Clairton Works, Clairton, Pennsylvania;

     Pushing emission control system for Coke Batteries Numbers 7-9 at Clairton
     Works, Clairton, Pennsylvania;

     Water  collection  and treatment system at Vandergrift Plant,  Vandergrift,
     Pennsylvania;

     Water  recycle and treatment system for Numbers 6 and 7 Blast  Furnaces  at
     Homestead Works, Homestead, Pennsylvania;

     BOP  Shop  fugitive  emission control facilities at  Edgar  Thomson  Works,
     Braddock, Pennsylvania; and

     Open  hearth  stack caps and solid state rappers and controls at  Homestead
     Works, Homestead, Pennsylvania.


                                   APPENDIX A

                   NONDISCRIMINATION/SEXUAL HARRASSMENT CLAUSE


     During  the  term of the Agreement (referred to herein as the  "contract"),
the Company, as contractor, agrees, and will require its subcontractors, if any,
to agree as follows:

     (1)   In  the  hiring of any employee(s) for the manufacture  of  supplies,
performance  of  work, or any other activity required under  the  contract,  the
Company,  subcontractor,  or  any Person acting on  behalf  of  the  Company  or
subcontractor  shall  not,  by  reason  of  gender,  race,  creed,   or   color,
discriminate  against  any citizen of the Commonwealth of  Pennsylvania  who  is
qualified and available to perform the work to which the employment relates.

     (2)   Neither  the  Company nor any subcontractor nor any Person  on  their
behalf  shall  in  any  manner discriminate against or intimidate  any  employee
involved  in the manufacture of supplies, the performance of work, or any  other
activity on account of gender, race, creed or color.

     (3)   The Company and subcontractors shall establish and maintain a written
sexual  harassment policy and shall inform their employees of the  policy.   The
policy  must  contain a notice that sexual harassment will not be tolerated  and
employees who practice it will be disciplined.

     (4)   The Company shall not discriminate by reason of gender, race,  creed,
or  color against any subcontractor or supplier who is qualified to perform  the
work to which the contract relates.

     (5)   The  Company  and  each  subcontractor shall  furnish  all  necessary
employment  documents and records to and permit access to their books,  records,
and  accounts  by  the  Issuer  and the Bureau of  Contract  Administration  and
Business Development for purposes of investigation, to ascertain compliance with
provisions of this Nondiscrimination/Sexual Harrassment Clause.  If the  Company
or  any  subcontractor  does  not possess documents or  records  reflecting  the
necessary information requested, the Company or subcontractor shall furnish such
information on reporting forms supplied by the Issuer or the Bureau of  Contract
Administration and Business Development.

     (6)   The  Company shall include this Nondiscrimination/Sexual  Harrassment
Clause  in  every subcontract so that such provisions will be binding upon  each
subcontractor.