Exhibit 10(p)


 


FIRST AMENDMENT TO THE AMENDED 

AND RESTATED RECEIVABLES PURCHASE AGREEMENT


 


THIS FIRST
AMENDMENT, TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as
of May 6, 2002 (this “Amendment”), is entered into by and among U.S.
STEEL RECEIVABLES LLC, a Delaware limited liability company, as Seller (the “Seller”),
UNITED STATES STEEL CORPORATION (as successor in interest to United States
Steel LLC), a Delaware corporation as initial Servicer (in such capacity,
together with its successors and permitted assigns in such capacity, the “Servicer”),
each FUNDING AGENT listed on the signature pages hereto on behalf of their
respective CP Conduit Purchasers and Committed Purchasers (collectively, the “Funding
Agents”) and THE BANK OF NOVA SCOTIA, a Canadian chartered bank acting
through its New York Agency, as Collateral Agent for the CP Conduit Purchasers
and Committed Purchasers (in such capacity, together with its successors and
assigns in such capacity, the “Collateral Agent”). Capitalized terms
used and not otherwise defined herein are used as defined in the Amended and
Restated Receivables Purchase Agreement, dated as of November 28, 2001 (the “Agreement”),
among the Seller, the Servicer, the CP Conduit Purchasers from time to time
party thereto, the Committed Purchasers from time to time party thereto, the
Funding Agents and the Collateral Agent.


 


WHEREAS, the
parties hereto desire to amend the Agreement in certain respects as provided
herein;


 


NOW THEREFORE,
in consideration of the premises and other material covenants contained herein,
the parties hereto agree as follows:


 


SECTION 1.                                Amendments.


 


A.                                   Section
1.6(b) of the Agreement is hereby amended and restated in its entirety to read
as follows:


 


“b.                                If
at any time the Seller shall wish to cause the reduction of Capital of the
Purchased Interest (but not to commence the liquidation, or reduction to zero,
of the entire Capital of the Purchased Interest), the Seller may do so as
follows:


 


(i)                                     the
Seller shall give each Funding Agent and the Servicer at least two Business
Days’ prior written notice thereof (including the amount of such proposed
reduction and the proposed date on which such reduction will commence);


 


(ii)                                  on
the proposed date of commencement of such reduction and on each day thereafter,
the Servicer shall cause Collections not to be reinvested pursuant to Section
1.4 or 1.5, as applicable, until the amount thereof not so
reinvested shall equal the desired amount of reduction; and


 


(iii)                               the
Servicer shall hold such Collections in trust in the Concentration Account (or,
if required pursuant to Section 1.5, transfer to the 


 

















 


Collection
Account) for the benefit of the Purchasers, for payment to each applicable
Funding Agent ratably (according to the outstanding Net Investment of each
Purchaser relating to such Funding Agent) on the next Settlement Date
immediately following the current Settlement Period, and the Capital (and each
applicable Net Investment) of the Purchased Interest shall be deemed reduced in
the amount to be paid to the Funding Agents only when in fact finally so paid;


 


provided, that:


 


(A)                              notwithstanding
the requirement to make such a payment on a Settlement Date as described in clause
(iii) above, the Seller may, prior to the occurrence and continuation of any
Termination Event, so long as sufficient funds have been retained or deposited
in the Collection Account therefor (including out of any funds of the Seller
deposited therein and available therefor at such time), and so long as the
Seller has provided each Funding Agent at least two Business Days prior written
notice thereof (such notice to be received on or prior to 11:00 a.m. (New York
Time) on such Business Day), make the payments (in accordance with such clause
(iii) above, other than the requirement that such payments be made on a
Settlement Date) to reduce the Capital (and each applicable Net Investment), on
any day during such related Settlement Period prior to such Settlement Date,
and shall (x) on the date of such payments, to the extent that any applicable
Purchaser is funding its Net Investment (or any portion thereof) at such time
through a source of funds which matures or is maturing on such date, pay to
such Purchaser (or the applicable Funding Agent on its behalf) in respect of
the accrued and unpaid Discount on such source of funds at such time, an amount
equal to such Purchaser’s ratable share of the Discount (with respect to such
source of funds) being held by the Servicer or the Collateral Agent for the
benefit of all Purchasers in respect of the aggregate Discount pursuant to Section
1.4 or 1.5, as the case may be, and (y) on the next succeeding
Settlement Date relating to any applicable Net Investment for any Purchaser,
pay to such Purchaser the amount, if any, of additional Discount related to the
applicable Net Investment (or portion thereof) so reduced (and with respect to
which the related source of funds therefor does not mature on the date of such
repayment as described in clause (x) above), that would have
accrued on such Net Investment (or portion thereof) through the maturity date
of such related source of funds, or the portion so reduced (such amount, the
applicable “Breakage Fee”) (as notified to the Seller in writing on or
prior to such Settlement Date by the applicable Funding Agent for such
Purchaser) and payable at the time and in the same order of priority that
Discount is payable on such date pursuant to Section 1.4 or 1.5, as the case
may be; it being understood that any Purchaser who receives a Breakage Fee
pursuant to clause (y) above on any Settlement Date, shall (or shall
cause the applicable Funding Agent on its behalf), on or prior to the second
Business Day following such Settlement Date on which such Breakage Fee was
received, pay to the Seller an amount equal to the income, if any, received by
such Purchaser (up to an amount not exceeding the applicable Breakage Fee paid
with respect thereto), from investing the amounts received by it from the
Seller to so reduce such Net


 


2

















 


Investment (or
portion thereof) in accordance with this paragraph (A), as determined by
the applicable Funding Agent, which determination shall be binding and
conclusive absent manifest error.  In
addition, if any such reduction payment is made prior to the related Settlement
Date, the amount of any such reduction shall be not less than $5,000,000 (with
respect to payments made to any Purchaser) and shall be an integral multiple of
$1,000,000, and the Net Investment of any Purchaser after giving effect to such
reduction, if not reduced to zero, shall be not less than $5,000,000 and shall
be in an integral multiple of $500,000 and


 


(B)                                the
Seller shall choose a reduction amount, and the date of commencement thereof,
so that to the extent practicable such reduction shall commence and conclude in
the same Settlement Period.”


 


B.                                     The
term “Termination Fee” for all purposes of the Agreement and the other
Transaction Documents, is hereby replaced with the term “Yield Protection Fee”
in any place where it appears throughout such documents, and Exhibit I to the
Agreement is hereby amended by amending and restating the definition of “Yield
Protection Fee” (and placing it in the appropriate alphabetical order) in its
entirety to read as follows:


 


““Yield
Protection Fee”  means, for any
Settlement Period, with respect to any Net Investment, to the extent that (i)
any payments are made by the Seller to a Purchaser (including payments made in
accordance with the proviso in Section 1.6(b)(iii)) in respect of
such Net Investment hereunder prior to the applicable maturity date of any
Notes or other instruments or obligations used or incurred by such Purchaser to
fund or maintain such Net Investment or (ii) any failure by the Seller to
borrow, continue or prepay any Net Investment on the date specified in the
related purchase notice delivered pursuant to Section 1.2 of the
Agreement, the amount, if any, of the additional Discount related to such Net
Investment that would have accrued through the maturity date of such Notes or
other instruments or obligations on the portion thereof for which payments were
received from the Seller (or with respect to which the Seller failed to borrow
such amounts); it being understood that any Purchaser who receives any Yield
Protection Fee as part of the Discount payable to it on any Settlement Date,
shall (or shall cause the applicable Funding Agent on its behalf), on or prior
to the second Business Day following such Settlement Date on which such Yield
Protection Fee was received, pay to the Seller an amount equal to the income,
if any, received by such Purchaser (up to an amount not exceeding the
applicable Yield Protection Fee paid with respect thereto), from investing the
amounts received by it from the Seller to so reduce such Net Investment (or
portion thereof) or such amounts not so borrowed, as determined by the
applicable Funding Agent, which determination shall be binding and conclusive
absent manifest error.”


 


C.                                     The
definition of “Discount” in Exhibit I to the Agreement is hereby amended and
restated in its entirety to read as follows:


 


3

















 


““Discount”
means:


 


(a) for the
Portion of Capital for any Settlement Period to the extent the applicable
Purchaser will be funding such Portion of Capital during such Settlement Period
through the issuance of Notes:


 


CPR x C x ED/360 + YPF


 


(b) for the
Portion of Capital for any Settlement Period to the extent the Issuer will not
be funding such Portion of Capital during such Settlement Period through the
issuance of Notes:


 


AR x C x ED/Year + YPF


 


where:


 


	
  AR

  	
  =

  	
  the applicable Alternate Rate for the
  Portion of Capital for such Settlement Period,

  
	
   

  	
   

  	
   

  
	
  C

  	
  =

  	
  the relevant Portion of Capital during such
  Settlement Period,

  
	
   

  	
   

  	
   

  
	
  CPR

  	
  =

  	
  the applicable CP Rate for the Portion of
  Capital,

  
	
   

  	
   

  	
   

  
	
  ED

  	
  =

  	
  the actual number of days during such
  Settlement Period,

  
	
   

  	
   

  	
   

  
	
  Year

  	
  =

  	
  if such Portion of Capital is funded based
  upon: (i) the Eurodollar Rate, 360 days, and (ii) the Base Rate, 365 or 366
  days, as applicable, and

  
	
   

  	
   

  	
   

  
	
  YPF

  	
  =

  	
  the Yield Protection Fee, if any, for the
  Portion of Capital for such Settlement Period;

  



 


provided, however,
that during the occurrence and continuance of a Termination Event, the CP Rate
shall not be available and Discount for the Portion of Capital shall be
determined for each day in a Settlement Period using a rate equal to 2.00% per
annum above the Eurodollar Rate (or, if for any reason, the Eurodollar Rate is
not then available, the Base Rate) in effect on such day; provided, further,
that no provision of the Agreement shall require the payment or permit the
collection of Discount in excess of the maximum permitted by applicable law;
and provided  further, that Discount for the Portion of Capital
shall not be considered paid by any distribution to the extent that at any time
all or a portion of such distribution is rescinded or must otherwise be
returned for any reason.”


 


SECTION 2.                                Agreement
in Full Force and Effect as Amended.


 


Except as
specifically amended hereby, the Agreement shall remain in full force and
effect.  All references to the Agreement
shall be deemed to mean the Agreement as modified hereby.  This Amendment shall not constitute a
novation of the Agreement, but shall constitute


 


4

















 


an amendment thereof.  The parties hereto agree to be bound by the
terms and conditions of the Agreement, as amended by this Amendment, as though
such terms and conditions were set forth herein.


 


SECTION 3.                                Miscellaneous.


 


A.                                   This
Amendment may be executed in any number of counterparts, and by the different
parties hereto on the same or separate counterparts, each of which when so
executed and delivered shall be deemed to be an original instrument but all of
which together shall constitute one and the same agreement.  The effectiveness of this Amendment is
subject to the condition precedent that the Collateral Agent and the Funding
Agents shall have received counterparts of this Amendment, duly executed by all
parties hereto.


 


B.                                     The
descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.


 


C.                                     This
Amendment may not be amended or otherwise modified except as provided in the
Agreement.


 


D.                                    Each
of the Collateral Agent and the Funding Agents do not waive and have not
waived, and hereby expressly reserve, its right at any time to take any and all
actions, and to exercise any and all remedies, authorized or permitted under
the Agreement, as amended, or any of the other Transaction Documents, or
available at law or equity or otherwise.


 


E.                                      Any
provision in this Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


F.                                      THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).


 


[Signature Pages Follow]


 


5

















 


IN WITNESS
WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.


 


	
   

  	
  UNITED STATES STEEL CORPORATION,

  as initial Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gretchen R. Haggerty

  
	
   

  	
  Name:

  	
  Gretchen R. Haggerty

  
	
   

  	
  Title:

  	
  Senior Vice President & Controller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David C. Greiner

  
	
   

  	
  Name:

  	
  David C. Greiner

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. STEEL RECEIVABLES LLC, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David C. Greiner

  
	
   

  	
  Name:

  	
  David C. Greiner

  
	
   

  	
  Title:

  	
  Treasurer

  
				



 


S-1

















 


	
   

  	
  FUNDING AGENTS AND PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA, as a Committed

  Purchaser for Liberty Street Funding Corp., and as

  Funding Agent for Liberty Street Funding Corp. and

  The Bank of Nova Scotia, as Purchasers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norman Last

  
	
   

  	
  Name:

  	
  Norman Last

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIBERTY STREET FUNDING CORP.,

  as a CP Conduit Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bernard J. Angelo

  
	
   

  	
  Name:

  	
  Bernard J. Angelo

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


S-2

















 


	
   

  	
  JPMORGAN CHASE BANK, as a Committed

  Purchaser for Delaware Funding Corporation and

  JPMorgan Chase Bank, as Purchasers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley S. Schwartz

  
	
   

  	
  Name:

  	
  Bradley S. Schwartz

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, as a Funding Agent

  for Delaware Funding Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Lew

  
	
   

  	
  Name:

  	
  Christopher Lew

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, as attorney- in-fact

  for Delaware Funding Corporation, as a CP Conduit

  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley S. Schwartz

  
	
   

  	
  Name:

  	
  Bradley S. Schwartz

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


S-3

















 


	
   

  	
  COLLATERAL AGENT:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA,

  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norman Last

  
	
   

  	
  Name:

  	
  Norman Last

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


S-4

















 


SECOND AMENDMENT TO THE AMENDED

AND RESTATED RECEIVABLES PURCHASE AGREEMENT


 


THIS SECOND
AMENDMENT TO THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as
of November 27, 2002 (this “Amendment”), is entered into by and among
U.S. STEEL RECEIVABLES LLC, a Delaware limited liability company, as seller
(the “seller”), UNITED STATES STEEL CORPORATION (formerly known as
United States Steel LLC), a Delaware corporation as initial Servicer (in such
capacity, together with its successors and permitted assigns in such capacity,
the “Servicer”), each FUNDING AGENT listed on the signature pages hereto
on behalf of their respective CP Conduit Purchasers and Committed Purchasers
(collectively, the “Funding Agents”) and THE BANK OF NOVA SCOTIA, a
Canadian chartered bank acting through its New York Agency, as Collateral Agent
for the CP Conduit Purchasers and Committed Purchasers (in such capacity,
together with it successors and assigns in such capacity, the “Collateral
Agent”).  Capitalized terms used and
not otherwise defined herein are used as defined in the Amended and Restated
Receivables Purchase Agreement, dated as of November 28, 2001 (as amended
through the date hereof, the “Agreement”), among the Seller, the
Servicer, the CP Conduit Purchasers from time to time party thereto, the
Committed Purchasers from time to time party thereto, the Funding Agents and
the Collateral Agent.


x


WHEREAS, the
parties hereto desire to amend the Agreement in certain respects as provided
herein;


 


NOW THEREFORE,
in consideration of the premises and other material covenants contained herein,
the parties hereto agree as follows:


 


SECTION
1.  Amendment.


 


A.                                   The
clause (a) of the definition of “Alternate Rate” in Exhibit I to the Agreement
is hereby amended by replacing “2.0%” therein with “2.50%”.


 


SECTION
2.  Agreement in Full Force and
Effect as Amended.


 


Except as
specifically amended hereby, the Agreement shall remain in full force and
effect.  All references to the Agreement
shall be deemed to mean the Agreement as modified hereby.  This Amendment shall not constitute a
novation of the Agreement, but shall constitute an amendment thereof.  The parties hereto agree to be bound by the
terms and conditions of the Agreement, as amended by this Amendment, as though
such terms and conditions were set forth herein.


 


SECTION
3.  Miscellaneous.


 


A.           This
Amendment may be executed in any number of counterparts, and by the different
parties hereto on the same or separate counterparts, each of which when so
executed and delivered shall be deemed to be an original instrument but all of
which together shall constitute one and the same agreement.  The effectiveness of this Amendment is
subject to the


 

















 


condition precedent that the
Collateral Agent and the Funding Agents shall have received counterparts of
this Amendment, duly executed by all parties hereto.


 


B.                                     The
descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.


 


C.                                     This
Amendment may not be amended or otherwise modified except as provided in the
Agreement.


 


D.                                    Each
of the Collateral Agent and the Funding Agents do not waive and have not
waived, and hereby expressly reserve, its right at any time to take any and all
actions, and to exercise any and all remedies, authorized or permitted under
the Agreement, as amended, or any of the other Transaction Documents, or
available at law or equity or otherwise.


 


E.                                      Any
provision in this Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


F.                                      THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).


 


[Signature Pages Follow]


 


2

















 


IN WITNESS
WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.


 


	
   

  	
  UNITED STATES STEEL CORPORATION,

  as initial Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. R. Haggerty

  
	
   

  	
  Name:

  	
  G. R. Haggerty

  
	
   

  	
  Title:

  	
  Senior Vice President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. T. Brockway

  
	
   

  	
  Name:

  	
  L. T. Brockway

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. STEEL RECEIVABLES LLC, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. T. Brockway

  
	
   

  	
  Name:

  	
  L. T. Brockway

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


S-1

















 


	
   

  	
  FUNDING AGENTS AND PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA, as a Committed

  Purchaser for Liberty Street Funding Corp., and as

  Funding Agent for Liberty Street Funding Corp. and

  The Bank of Nova Scotia, as Purchasers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norman Last

  
	
   

  	
  Name:

  	
  Norman Last

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIBERTY STREET FUNDING CORP.,

  as a CP Conduit Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew L. Stidd

  
	
   

  	
  Name:

  	
  Andrew L. Stidd

  
	
   

  	
  Title:

  	
  President

  
				



 


S-2

















 


	
   

  	
  JPMORGAN CHASE BANK, as a Committed

  Purchaser for Delaware Funding Corporation and

  JPMorgan Chase Bank, as Purchasers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley S. Schwartz

  
	
   

  	
  Name:

  	
  Bradley S. Schwartz

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, as a Funding Agent

  for Delaware Funding Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Lew

  
	
   

  	
  Name:

  	
  Christopher Lew

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, as attorney-in-fact

  for Delaware Funding Corporation, as a CP Conduit

  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley S. Schwartz

  
	
   

  	
  Name:

  	
  Bradley S. Schwartz

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


S-3

















 


	
   

  	
  COLLATERAL AGENT:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA,

  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norman Last

  
	
   

  	
  Name:

  	
  Norman Last

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


S-4