Exhibit 10.1


 


EXECUTION VERSION





 



 


COLLATERAL AGREEMENT


 


made by


 


UNITED STATES STEEL CORPORATION


 


and certain of its Subsidiaries


 


in favor of


 


U.S.
Bank National Association,

as Collateral Agent


 


Dated as of May 29, 2020


 





 







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TABLE OF CONTENTS



 


	SECTION 1.	DEFINED TERMS	4
	1.1	Definitions	4
	1.2	Other Definitional Provisions	8
	 	 	 
	SECTION 2.	SECURITY INTEREST	9
	2.1	Grant of Security Interest	9
	2.2	Financing Statements and Other Filings	9
	2.3	Collateral Account	10
	 	 	 
	SECTION 3.	REPRESENTATIONS AND WARRANTIES	10
	3.1	Title; No Other Liens	10
	3.2	Perfected First Priority Liens	10
	3.3	Jurisdiction of Organization; Chief Executive Office	11
	3.4	Equipment	11
	3.5	Farm Products	11
	3.6	Investment Property	11
	3.7	Intellectual Property	11
	3.8	Commercial Tort Claims	12
	 	 	 
	SECTION 4.	COVENANTS	12
	4.1	Delivery of Instruments and Certificated Securities	12
	4.2	Maintenance of Insurance	12
	4.3	Payment of Notes Obligations	13
	4.4	Maintenance of Perfected Security Interest; Further Documentation	13
	4.5	Changes in Name, etc	13
	4.6	Notices	14
	4.7	Investment Property	14
	4.8	Intellectual Property	15
	4.9	Commercial Tort Claims	16
	 	 	 
	SECTION 5.	REMEDIAL PROVISIONS	16
	5.1	Pledged Stock; Intellectual Property	16
	5.2	Proceeds to be Turned Over To Collateral Agent	17
	5.3	Application of Proceeds	17
	5.4	Code and Other Remedies	18
	5.5	Other Agreements With Respect to Sales of Pledged Stock	18
	5.6	Subordination	19
	5.7	Deficiency	19
	 	 	 
	SECTION 6.	THE COLLATERAL AGENT	20
	6.1	Collateral Agent’s Appointment as Attorney-in-Fact, etc.	20
	6.2	Duty of Collateral Agent	21
	6.3	Authority of Collateral Agent	21
	 	 	 
	SECTION 7.	MISCELLANEOUS	21
	7.1	Amendments in Writing	21
	7.2	Notices	22
	7.3	No Waiver by Course of Conduct; Cumulative Remedies	22
	7.4	Enforcement Expenses; Indemnification	22
	7.5	Successors and Assigns	23
	 	 	 	 



 






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	7.6	Counterparts	23
	7.7	Severability	23
	7.8	Section Headings	23
	7.9	Integration	23
	7.10	GOVERNING LAW	23
	7.11	Additional Grantor	23
	7.12	Releases	23
	7.13	Intercreditor Agreements; Collateral Cooperation Agreement	23
	 	 	 	 




 


SCHEDULES


	Schedule 1	Notice Addresses
	Schedule 2	Investment Property
	Schedule 3	Perfection Matters
	Schedule 4	Jurisdictions of Organization and Chief Executive Offices
	Schedule 5	Equipment Locations
	Schedule 6	Intellectual Property
	Schedule 7	Commercial Tort Claims


 






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COLLATERAL AGREEMENT


 


COLLATERAL AGREEMENT,
dated as of May 29, 2020, among UNITED STATES STEEL CORPORATION, a Delaware corporation (the “Company”), the
Subsidiaries of the Company from time to time party hereto (each a “Subsidiary Grantor”, and collectively, the
 “Subsidiary Grantors”, and together with the Company, the “Grantors”) and U.S. Bank National
Association, as Collateral Agent (in such capacity and together with any successor collateral agent, the “Collateral Agent”)
for the benefit of the Notes Secured Parties (as defined below).


 


W I T N E S S E T H:


 


WHEREAS, the Grantors
have entered into that certain Indenture, dated as of May 29, 2020 (as supplemented or otherwise modified from time to time, the
 “Indenture”), by and among the Grantors and U.S. Bank National Association, as trustee (together with its successors
in such capacity, the “Trustee”) and as Collateral Agent, pursuant to which the Company is issuing $1,056,357,000
in aggregate principal amount of its 12.000% Senior Secured Notes due 2025 (together with any Additional Notes (as defined in the
Indenture) issued pursuant to the Indenture, the “Notes”);


 


WHEREAS, each of the
Subsidiary Grantors are affiliates of the Company, will derive substantial benefits from execution, delivery and performance of
their obligations under the Indenture, the Notes and the other Notes Documents (as defined below) and each is, therefore, willing
to execute and deliver this Agreement;


 


WHEREAS, the Grantors
are executing and delivering this Agreement pursuant to the terms of the Indenture to induce the Holders (as defined in the Indenture)
to purchase the Notes; and


 


WHEREAS, this Agreement
is made by the Grantors in favor of Collateral Agent for the benefit of the Notes Secured Parties (as defined below) to secure
the payment and performance in full when due of the Notes Obligations (as defined below).


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


SECTION
1.      DEFINED TERMS


 


1.1              
Definitions. (a) Unless otherwise defined herein, terms defined in the Indenture and used herein shall have
the meanings given to them in the Indenture, and the following terms are used herein as defined in the New York UCC: Accounts,
Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, Fixtures, General Intangibles,
Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.


 


(b)               
The following terms shall have the following meanings:


 


“ABL
Collateral”: as to the Grantors, (i) all Inventory, (ii) all Accounts, (iii) all General Intangibles related to the
sale, lease, exchange or other disposition of Inventory, (iv) all Deposit Accounts into which solely Proceeds (as defined in
the New York UCC) of any of the foregoing are deposited and all cash, cash equivalents or other assets on deposit therein or
credited thereto, (v) all books and records pertaining to any other ABL Collateral, (vi) all General Intangibles, Documents,
Instruments, Chattel Paper and insurance proceeds relating to any of the forgoing, (vii) all Proceeds (as defined in the New
York UCC) of any of the foregoing and (viii) to the extent not included in any of the foregoing, all items that constitute
 “Collateral” as such term is defined in the ABL Facility as of the Issue Date (and without giving effect to any
amendment, modification or supplement of the ABL Facility), in the case of each of the foregoing clauses (i) through (viii),
of the Grantors, whether or not a Lien has been granted to secure the Obligations under the ABL Facility.


 






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“Agreement”:
this Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.


 


“Collateral”:
as defined in Section 2.


 


“Collateral
Account”: any collateral account established by the Collateral Agent as provided in Sections 2.3 and 5.2.


 


“Commercial
Tort Claims”: as defined in the New York UCC, and described on Schedule 7 as such schedule may be supplemented from time
to time pursuant to Section 4.9.


 


“Copyright Licenses”:
any written agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 6), granting
any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell
materials derived from any Copyright.


 


“Copyrights”:
(i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6), all
registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations,
recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.


 


“Deposit Account”:
as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any
demand, time, savings, passbook or like account maintained with a depositary institution.


 


“Excluded Assets”:
includes, without limitation:


 


(a)       any
ABL Collateral;


 


(b)       all
Letter-of-Credit Rights relating to any assets of the type described in the definition of “ABL Collateral”;


 


(c)       any
right, title or interest in any license, permit, contract or agreement to which the Company or any Guarantor is a party or any
of their respective right, title or interest thereunder to the extent, but only to the extent, that a transfer is not permitted
by applicable law or a grant thereof would violate the terms of such license, permit, contract or agreement to which the Company
or any Guarantor is a party, or result in a breach of the terms of, or constitute a default under, or result in the abandonment,
invalidation or unenforceability of, any such license, permit, contract or agreement (other than to the extent that any such term
would be rendered ineffective pursuant to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code or any other
applicable law or regulation (including Title 11 of the United States Code); provided that, immediately upon the ineffectiveness,
lapse or termination of any such provision, the Collateral shall include, and there shall be deemed to have been granted a security
interest in, all such rights and interests as if such provision had never been in effect;


 


(d)       any
equipment or other asset which is, or at the time of the Company’s or Guarantor’s acquisition thereof shall be, subject
to a purchase money lien or Capitalized Lease Obligation,in each case, as permitted by the Indenture, if the contract or other
agreement in which such Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires
the consent of any person (other than the Company or the applicable Guarantor) as a condition to the creation of any other security
interest on such equipment or asset;


 






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(e)       (i)
any Capital Stock of any Big River Steel Entity and, prior to the Big River Steel Control Date, any Big River Steel Holding Company,
(ii) any Capital Stock of any Foreign Subsidiary or any Foreign Subsidiary Holding Company directly owned by the Company or any
Guarantor in excess of 65% of the issued and outstanding Voting Stock of such Foreign Subsidiary or such Foreign Subsidiary Holding
Company, as applicable, and any Capital Stock of a Foreign Subsidiary that would be an Immaterial Subsidiary, if the cost of pledging
such Capital Stock would present undue burden or expense to the Company (as determined by the Company in good faith), (iii) any
Capital Stock of any non-Wholly Owned Subsidiary owned on or acquired after the Issue Date if the pledge of such Capital Stock
would violate any applicable law or regulation or an enforceable contractual obligation binding on or relating to such Capital
Stock , (iv) any Capital Stock in any joint venture with a Person that is not an Affiliate of the Company owned on or acquired
after the Issue Date if the pledge of such Capital Stock would violate any applicable law or regulation or an enforceable contractual
obligation binding on or relating to such Capital Stock and (v) any Capital Stock of any Minntac Mining Subsidiary;


 


(f)       any
intellectual property, solely to the extent that (x) any applicable law or regulation, or any agreement with any person entered
into by the Company or any Guarantor and existing on the Issue Date, prohibits the creation of a security interest therein, or
the grant of a security interest therein shall cause a breach or default under such agreement, or (y) the grant of a security interest
therein shall result in the termination of or gives rise to any right of acceleration, modification or cancellation, or would otherwise
invalidate or impair such Company’s or Guarantor’s right, title or interest therein; provided, that if any United
States intent-to-use trademark applications included in clause (x) or (y) shall be deemed “Excluded Assets” only until
an acceptable Statement of Use has been filed with and accepted by the United States Patent and Trademark Office; provided further
that, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and there
shall be deemed to have been granted a security interest in, all such rights and interests as if such provision had never been
in effect;


 


(g)       any
vehicle subject to a certificate of title statute and any aircraft;


 


(h)       any
Rolling Stock;


 


(i)       (i)
securities accounts the balance of which consists exclusively of (A) withheld income taxes and federal, state or local employment
taxes in such amounts as are required to be paid to the Internal Revenue Service or state or local government agencies within the
following two months with respect to employees of either the Company or any Guarantor and (B) amounts required to be paid over
to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of either the Company
or any Guarantor and (ii) any other securities account, the balance of which does not exceed $100,000;


 


(j)        any
deposit account;


 


(k)       cash
collateral for letters of credit, if the amount of such letters of credit of the Company and its Subsidiaries does not exceed $50.0
million in the aggregate;


 


(l)       any
commercial tort claim owned on or acquired after the Issue Date, if the potential value of such commercial tort claim does not
exceed $1.0 million;


 






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(m)       any
mineral rights;


 


(n)       any
real property that is not Specified Real Property or Material After-Acquired Real Property and all leasehold interests in real
property; and


 


(o)       any
fixtures located on real property that is not Specified Real Property, Material After-Acquired Real Property or Specified Fixtures
Real Property.


 


“Foreign Subsidiary”:
any Subsidiary that is not organized under the laws of the United States or any state thereof or the District of Columbia, and
any Subsidiary of such Subsidiary.


 


“Foreign Subsidiary
Holding Company”: any Subsidiary (other than a Foreign Subsidiary) that holds the equity interests of one or more Foreign
Subsidiaries and has no material assets other than such equity interests and other assets incidental to the ownership thereof.


 


“Foreign Subsidiary
Voting Stock”: the Voting Stock of any Foreign Subsidiary or Foreign Subsidiary Holding Company.


 


“Intellectual
Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright
Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.


 


“Intercompany
Note”: any promissory note evidencing loans made by any Grantor to the Company or any of its Subsidiaries.


 


“Investment
Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49)
of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”)
and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.


 


“Issuers”:
the collective reference to each issuer of any Investment Property.


 


“New York UCC”:
the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Notes Documents”:
(a) the Notes, the Notes Guarantees, the Indenture, this Agreement and any other Collateral Document and (b) any other related
document or instrument executed and delivered pursuant to any Notes Document described in clause (a) evidencing or governing any
Notes Obligations or collateral provided as security thereunder.


 


“Notes Guarantees”:
the guarantee by each Grantor (other than the Company) of the Company’s Obligations under the Indenture and the Notes.


 


“Notes
Obligations”: all Obligations under the Indenture, the Notes, the Notes Guarantees, this Agreement or the other
Notes Documents, whether now existing or arising hereafter, including all principal, premium, interest, fees,
attorneys’ fees, costs, expenses, reimbursement obligations, indemnities, guarantees, and all other amounts payable
under or secured by the Indenture, the Notes and the Notes Guarantees (including, in each case, all interest, fees and other
amounts accruing on or after the commencement of any insolvency or bankruptcy proceeding relating to any Grantor whether or
not allowed or allowable in such proceeding).


 






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“Notes Secured
Parties”: means the collective reference to the holders from time to time of any Obligation under the Indenture, including:
(1) the Holders and any beneficial owners of Notes, (2) the Trustee, (3) the Collateral Agent and (4) the successors and assigns
of each of the foregoing.


 


“Patent License”:
all agreements providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole
or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6.


 


“Patents”:
(i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions
thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6,
(ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part
thereof, including, without limitation, any of the foregoing referred to in Schedule 6, and (iii) all rights to obtain any
reissues or extensions of the foregoing.


 


“Pledged Notes”:
all Intercompany Notes at any time issued from time to time to any Grantor, including without limitation, those listed on Schedule
2.


 


“Pledged Stock”:
the shares of Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options, interests
or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by,
any Grantor while this Agreement is in effect; provided that in no event shall more than 65% of the total outstanding Foreign
Subsidiary Voting Stock of any Foreign Subsidiary or Foreign Subsidiary Holding Company be required to be pledged hereunder.


 


“Proceeds”:
all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include,
without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments
with respect thereto.


 


“Rolling Stock”
means any of any Grantor’s vehicles that move on a railway, including railroad cars, locomotives, coaches or wagons.


 


“Securities
Act”: the Securities Act of 1933, as amended.


 


“Trademark License”:
any agreement providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any
of the foregoing referred to in Schedule 6.


 


“Trademarks”:
(i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service
marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted
or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States
Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or
any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any
of the foregoing referred to in Schedule 6, and (ii) the right to obtain all renewals thereof.


 


1.2               Other
Definitional Provisions. (a) The words “hereof,” “herein,” “hereto” and
 “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise
specified.


 






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(b)               
The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such
terms.


 


(c)               
Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor,
shall refer to such Grantor’s Collateral or the relevant part thereof.


 


SECTION
2.      SECURITY INTEREST


 


2.1              
Grant of Security Interest. Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby
grants to the Collateral Agent, for the ratable benefit of the Notes Secured Parties, a security interest in, all of the following
property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future
may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt
and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s
Notes Obligations:


 


(a)               
All Equipment;


 


(b)               
all Fixtures;


 


(c)               
all General Intangibles;


 


(d)               
all Instruments;


 


(e)               
all Intellectual Property;


 


(f)                
all Investment Property;


 


(g)               
all Letter-of-Credit Rights;


 


(h)               
all Commercial Tort Claims;


 


(i)                
all books and records pertaining to the Collateral; and


 


(j)                
to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing,
including insurance proceeds and all collateral securing and guarantees given by any Person with respect to any of the foregoing;


 


provided, however,
that notwithstanding any of the other provisions set forth in this Section 2.1, this Agreement shall not constitute a grant of
a security interest in any property constituting Excluded Assets.


 






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2.2               Financing
Statements and Other Filings. Each Grantor agrees to file on the Issue Date the initial Uniform Commercial Code financing
statements describing the Collateral other than, with respect to Fixtures that are located on any of the Specified Fixtures
Real Properties, the fixture filings, which shall be filed following the Issue Date in accordance with and subject to the
terms of the Indenture. Each Grantor hereby authorizes the Collateral Agent to file at any time and from time to time any
Uniform Commercial Code financing statements describing the Collateral, and each Grantor hereby authorizes the Collateral
Agent to file at any time and from time to time, all amendments to Uniform Commercial Code financing statements, security
agreements relating to Intellectual Property, assignments, fixture filings, affidavits, reports, notices, and other documents
and instruments, in form satisfactory to the Collateral Agent, as the Collateral Agent or the Notes Secured Parties
reasonably determine as necessary, to perfect and continue the perfection of, maintain the priority of or provide notice of
the Collateral Agent’s security interest in the Collateral and to accomplish the purposes of this Agreement. Each
Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any Uniform Commercial Code financing statement
with respect to the Collateral if filed prior to the date hereof. For the avoidance of doubt, the Collateral Agent shall not
be responsible for giving, executing, delivering, filing, recording, continuing, authorizing, or maintaining any financing
statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to grant, preserve,
protect and perfect the validity and intended priority of the security interests created or intended to be created.


 


2.3              
Collateral Account. The Collateral Agent is hereby authorized by the Grantors to establish a Collateral Account
to hold the Collateral for the ratable benefit of the Notes Secured Parties.


 


SECTION
3.      REPRESENTATIONS AND WARRANTIES


 


Each Grantor hereby represents
and warrants to the Collateral Agent and each other Notes Secured Party that:


 


3.1              
Title; No Other Liens. Except for the security interest granted to the Collateral Agent for the ratable benefit
of the Notes Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral pursuant to the
terms of the Indenture, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others.
No financing statement or other public notice with respect to all or any part of the Collateral is (or, with respect to any Fixtures
that are located on any of the Specified Fixtures Real Properties, will be upon the filing of fixture filings in accordance with
and subject to the terms of the Indenture) on file or of record in any public office, except such as have been filed in favor of
the Collateral Agent, for the ratable benefit of the Notes Secured Parties, pursuant to this Agreement or as are permitted by the
Indenture. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses
to third parties to use Intellectual Property owned or developed by a Grantor. For purposes of this Agreement and the other Notes
Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Collateral
Agent and the other Notes Secured Parties understands that any such licenses may be exclusive to the applicable licensees, and
such exclusivity provisions may limit the ability of the Collateral Agent to utilize, sell, lease or transfer the related Intellectual
Property or otherwise realize value from such Intellectual Property pursuant hereto.


 


3.2               Perfected
First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and
other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule,
have been delivered to the Collateral Agent in completed and duly executed form) will constitute valid perfected security
interests in all of the Collateral in which a security interest may be created under the New York UCC and in the Intellectual
Property which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright
Office or the U.S. Patent and Trademark Office in favor of the Collateral Agent, for the ratable benefit of the Notes Secured
Parties, as collateral security for such Grantor’s Notes Obligations, enforceable in accordance with the terms hereof
against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing, and (b) are prior to all other Liens on the Collateral in
existence on the date hereof except for Permitted Liens that have priority over the Liens on the Collateral by operation of
law.


 






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3.3              
Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor’s jurisdiction
of organization and the location of such Grantor’s chief executive office or sole place of business or principal residence,
as the case may be, are specified on Schedule 4. Such Grantor has furnished to the Collateral Agent a certified charter, certificate
of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date
hereof.


 


3.4              
Equipment. On the date hereof, the Equipment (other than mobile goods) are kept at the locations listed on
Schedule 5.


 


3.5              
Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.


 


3.6              
Investment Property. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the
issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign
Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer.


 


(b)               
All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.


 


(c)               
Each of the Pledged Notes (if any) constitutes the legal, valid and binding obligation of the obligor with respect
thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.


 


(d)               
Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property
pledged by it hereunder, free of any and all Liens, except for Permitted Liens, or options in favor of, or claims of, any other
Person, except the security interest created by this Agreement.


 


3.7              
Intellectual Property. (a) Schedule 6 lists, on the date hereof (i) all United States registered or applied
for Intellectual Property owned by such Grantor in its own name, (ii) all Intellectual Property registered or applied for by such
Grantor outside of the United States, and (iii) any material Patent Licenses, material Copyright Licenses and material Trademark
Licenses under which any Grantor is an exclusive licensee of United States registered or applied for Intellectual Property.


 


(b)               
On the date hereof, all material United States registered or applied for Intellectual Property is subsisting, unexpired
and, to such Grantor’s knowledge, valid and enforceable and has not been intentionally abandoned. The conduct of such Grantor’s
and its Subsidiaries’ business does not, to such Grantor’s reasonable belief, infringe the intellectual property rights
of any other Person.


 


(c)               
Except as set forth in Schedule 6(c), on the date hereof, none of the material Intellectual Property is the
subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.


 


(d)               
Except as set forth in Schedule 6(d), on the date hereof, no holding, decision or judgment has been rendered
by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual
Property in any respect that could reasonably be expected to have a material adverse effect on the value of any Intellectual Property.


 






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(e)               
Except as set forth in Schedule 6(e), on the date hereof, no action or proceeding is pending, or, to the knowledge
of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property
or such Grantor’s ownership interest therein, or (ii) which, if adversely determined, would have a material adverse effect
on the value of any Intellectual Property.


 


3.8              
Commercial Tort Claims


 


(a)              
On the date hereof, except to the extent listed on Schedule 7 hereto, no Grantor has rights in any Commercial Tort
Claim with potential value in excess of $1,000,000.


 


(b)              
Upon the filing of a financing statement covering any Commercial Tort Claim referred to in Section 4.9 hereof against
such Grantor in the jurisdiction specified in Schedule 3 hereto, the security interest granted in such Commercial Tort Claim will
constitute a valid perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Notes Secured Parties,
as collateral security for such Grantor’s Notes Obligations, enforceable in accordance with the terms hereof against all
creditors of such Grantor and any Persons purporting to purchase such Collateral from Grantor, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing, which security interest shall be prior to all other Liens on such Collateral except for Permitted
Liens that have priority over the Liens on such Collateral by operation of law.


 


SECTION
4.      COVENANTS


 


From the date of this
Agreement, and thereafter until this Agreement is terminated, each Grantor agrees that:


 


4.1              
Delivery of Instruments and Certificated Securities. Except for any Excluded Assets, if any amount payable
under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Certificated Security, such
Instrument or Certificated Security shall be promptly (but in any event within 10 Business Days after receipt thereof by such Grantor)
delivered to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant
to this Agreement.


 


4.2              
Maintenance of Insurance. (a) With respect to any casualties, loss or damage in excess of $75,000,000, such
Grantor will maintain, or cause to be maintained, with financially sound and reputable companies, insurance policies insuring the
Equipment against loss by fire, explosives, theft and such other casualties, loss or damage of the kinds customarily insured against
by Persons engaged in a Similar Business, of such types and in such amounts as are customarily carried by such Persons under similar
circumstances.


 


(b)               
All such insurance shall, within (A) with respect to insurance policies held by U.S. Steel Tubular Products Holdings,
LLC, 90 days from the Issue Date and (B) with respect to insurance policies held by the Company, 60 days from the Issue Date (i)
provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least
(x) in the case of any such cancellation, material reduction in amount or material change in coverage resulting from nonpayment
of premium, 10 days or (y) for any other reason, 30 days, in each case, after receipt by the Collateral Agent of written notice
thereof, (ii) name the Collateral Agent as insured party, additional insured or lender loss payee, as applicable and (iii) be reasonably
satisfactory in all other respects to the Collateral Agent.


 






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4.3              
Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral
or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor,
materials and supplies) against or with respect to the Collateral, except that no such tax, assessment, charge or levy need be
paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity
with GAAP with respect thereto have been provided on the books of such Grantor or where the failure to pay could not reasonably
be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any material interest therein.


 


4.4              
Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security
interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall
defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under
the Notes Documents to dispose of the Collateral.


 


(b)               
Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying
and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may
reasonably request, all in reasonable detail.


 


(c)               
At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such
Grantor, promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further
actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement
and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements
under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests
created hereby, (ii) following the creation or other acquisition of any Intellectual Property by any Grantor after the date hereof
which is registered or becomes registered or the subject of an application for registrations with the U.S. Copyright Office or
U.S. Patent and Trademark Office, as applicable, recording such Intellectual Property with the U.S. Copyright Office or U.S. Patent
and Trademark Office, as applicable, it being understood and agreed that each Grantor shall, when applicable, take the actions
described in this clause (ii) no later than 10 Business Days following the Company’s filing of its annual and quarterly financial
statements with the Securities and Exchange Commission, irrespective of whether there has been a written request of the Collateral
Agent; and (iii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant Collateral, taking any actions
reasonably necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform
Commercial Code) with respect thereto; provided that such Grantor will not be required to take any such actions in any jurisdiction
outside the United States; and provided further, that the Collateral Agent shall have no obligation to review or investigate
the contents or adequacy of these instruments, documents or actions. For the avoidance of doubt, the Collateral Agent has no duty
or responsibility to take any action or make any request for the purposes of, or necessary to, maintaining or continuing any such
security interest contemplated under this Agreement.


 


4.5              
Changes in Name, etc. Such Grantor will not, except upon 8 days’ prior written notice to the Collateral
Agent and delivery to the Collateral Agent of all additional financing statements and other documents reasonably requested by the
Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein, (i) change its
jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from
that referred to in Section 3.3 or (ii) change its name.


 






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4.6              
Notices. Such Grantor will advise the Collateral Agent promptly after having obtained knowledge thereof, in
reasonable detail, of:


 


(a)               
any Lien (other than security interests created hereby or Liens permitted pursuant to the terms of the Indenture)
on any of the Collateral which would adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder;
and


 


(b)               
the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate
value of the Collateral or on the security interests created hereby.


 


4.7              
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate
(including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect
of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares
of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent
and the other Notes Secured Parties, hold the same in trust for the Collateral Agent and the other Notes Secured Parties and deliver
the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if
required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the
Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional
collateral security for the Notes Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation
or dissolution of any Issuer shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security
for the Notes Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or
any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification
of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject
to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder
as additional collateral security for the Notes Obligations. If any sums of money or property so paid or distributed in respect
of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered
to the Collateral Agent, hold such money or property in trust for the Collateral Agent and the other Notes Secured Parties, segregated
from other funds of such Grantor, as additional collateral security for the Notes Obligations.


 


(b)               
Without the prior written consent of the Collateral Agent, such Grantor will not (i) sell, assign, transfer, exchange,
or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a
transaction made in compliance with the Indenture), (ii) create, incur or permit to exist any Lien (except for Permitted Liens)
or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest
therein, except for the security interests created by this Agreement or (iii) enter into any agreement or undertaking restricting
the right or ability of such Grantor or the other Notes Secured Parties to sell, assign or transfer any of the Investment Property
or Proceeds thereof (except to the extent not prohibited by the Indenture).


 


(c)               
In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this
Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable
to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section
4.6(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 5.1(c) and 5.5 shall apply to it, mutatis
mutandis, with respect to all actions that may be required of it pursuant to Section 5.1(c) or 5.5 with respect to the Investment
Property issued by it.


 






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4.8              
Intellectual Property. (a) Such Grantor will, and will use commercially reasonable efforts to cause its licensees
to, (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current operations
in order to maintain such material Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in
the past the quality of products and services offered under such material Trademark, (iii) use such material Trademark with the
appropriate notice of registration and all other notices and legends required by applicable law, (iv) not adopt or use any mark
which is confusingly similar or a colorable imitation of such material Trademark unless the Collateral Agent, for the ratable benefit
of the Notes Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not do
any act or knowingly omit to do any act whereby such material Trademark may become invalidated or impaired in any way.


 


(b)               
Such Grantor will not, and will use commercially reasonable efforts to cause its licensees not to, do any act, or
omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public.


 


(c)               
Such Grantor will, and will use commercially reasonable efforts to cause its licensees to, (i) employ each material
registered Copyright and (ii) not do any act or knowingly omit to do any act whereby any registered Copyrights may become invalidated
or otherwise impaired. Such Grantor will not, and will use commercially reasonable efforts to cause its licensees not to, do any
act whereby any registered Copyrights may fall into the public domain.


 


(d)               
Such Grantor will not, and will use commercially reasonable efforts to cause its licensees not to, do any act that
knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person.


 


(e)               
Such Grantor will notify the Collateral Agent and the other Notes Secured Parties promptly if it knows that any application
or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of
any adverse determination or development (including, without limitation, the institution of, or any such determination or development
in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal
in any country) regarding such Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s
right to register the same or to own and maintain the same.


 


(f)                
Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall acquire, become
the exclusive licensee of or file an application for the registration of any Intellectual Property with the United States Patent
and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political
subdivision thereof, (i) such Grantor shall report such filing to the Collateral Agent concurrently with the delivery of financial
statements pursuant to Section 4.03 of the Indenture for the fiscal quarter in which such filing occurs, and (ii) such Intellectual
Property shall automatically become part of the Collateral consisting of Intellectual Property subject to the terms and conditions
of this Agreement with respect thereto. Upon the reasonable request of the Collateral Agent, such Grantor shall execute and deliver,
and have recorded, any and all agreements, instruments, documents, and papers as the Collateral Agent may reasonably request to
evidence the Collateral Agent’s and the other Notes Secured Parties’ security interest in any Copyright, Patent or
Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.


 


(g)                Such
Grantor will exercise its reasonable business judgment consistent with prudent business practice, including, without
limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any
similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application
(and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property, including,
without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.


 






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(h)               
In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such
Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual
Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Collateral Agent after it learns
thereof and, if such Grantor shall reasonably deem it to be appropriate under the circumstances, sue for infringement, misappropriation
or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or
dilution.


 


(i)               Each
Grantor will take reasonable steps to clear and correct defects in the chain of title (including any security interests) of the
Intellectual Property owned by such Grantor by making appropriate filings with the United States Patent and Trademark Office and
United States Copyright Office no later than 60 days after the date hereof, and will provide documentation of such filings to Collateral
Agent no later than 10 days after making same.


 


4.9              
Commercial Tort Claims. If such Grantor shall obtain an interest in any Commercial Tort Claim with a potential
value in excess of $1,000,000, such Grantor shall within 30 days of obtaining such interest supplement Schedule 7 with a description
of such Commercial Tort Claim and sign and deliver documentation reasonably acceptable to the Collateral Agent granting a security
interest under the terms and provisions of this Agreement in and to such Commercial Tort Claim.


 


SECTION
5.      REMEDIAL PROVISIONS


 


5.1              
Pledged Stock; Intellectual Property. (a) Unless an Event of Default shall have occurred and be continuing
and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its
corresponding rights pursuant to Section 5.1(b), each Grantor shall be permitted to receive all cash dividends paid in respect
of the Pledged Stock and all payments made in respect of the Pledged Notes, to the extent permitted in the Indenture, and to exercise
all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote
shall be cast or corporate or other organizational right exercised or other action taken which would have a material adverse effect
on the value of the Collateral.


 


(b)                If
an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such
rights to the relevant Grantor or Grantors (in all cases, with a copy to the Company), (i) the Collateral Agent shall have
the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and
make application thereof to the Notes Obligations in such order as the Collateral Agent may determine, and (ii) any or all of
the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or
its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any
meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and
subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute
owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property
upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other
organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege
or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all
of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such
terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually
received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option
and shall not be responsible for any failure to do so or delay in so doing.


 






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(c)               
Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder
to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default
has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless
otherwise expressly permitted hereby pursuant to Section 4.7(a), pay any dividends or other payments with respect to the Investment
Property directly to the Collateral Agent.


 


(d)               
For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Agreement at such
time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (i) grants to
the Collateral Agent, for the benefit of the Collateral Agent and the Holders, an irrevocable, nonexclusive license (exercisable
without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property now owned
or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media
in which any of the licensed items may be recorded or stored and to all software and programs used for the compilation or printout
thereof, the right to prosecute and maintain all Intellectual Property and the right to sue for past, present or future infringement
of the Intellectual Property; and (ii) irrevocably agrees that the Collateral Agent may sell any of such Grantor's inventory directly
to any person, including without limitation persons who have previously purchased the Grantor's inventory from such Grantor and
in connection with any such sale or other enforcement of the Collateral Agent's rights under this Agreement, may sell inventory
which bears any Trademark owned by or licensed to such Grantor and any inventory that is covered by any Copyright owned by or licensed
to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor
and sell such inventory as provided herein.


 


5.2              
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing, all
Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for
the Collateral Agent and the other Notes Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon
receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such
Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral
Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in
a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Notes Secured Parties) shall continue
to be held as Collateral security for all the Notes Obligations and shall not constitute payment thereof until applied as provided
in Section 5.3.


 


5.3              
Application of Proceeds. If an Event of Default shall have occurred and be continuing, at any time at the
Collateral Agent’s election, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether
or not held in any Collateral Account in payment of the Notes Obligations in the following order:


 


First,
to pay unpaid fees and expenses of the Collateral Agent under the Notes Documents;


 


Second,
to pay unpaid fees and expenses of the Trustee under the Notes Documents;


 


Third,
to the Collateral Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect
of the Notes Obligations, pro rata among the Notes Secured Parties according to the amounts of the Notes Obligations
then due and owing and remaining unpaid to the Notes Secured Parties; and


 


Fourth,
any balance remaining after the Notes Obligations shall have been paid in full over to the Company or to whomsoever may be lawfully
entitled to receive the same.


 






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5.4              
Code and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf
of the Notes Secured Parties, may, and upon the request of the Notes Secured Parties shall, exercise, in addition to all other
rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating
to the Notes Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without
limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option
or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing),
in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent
or any other Notes Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it
may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any
other Notes Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any
such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption
in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Agent’s
request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably
select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action
taken by it pursuant to this Section 5.4, after deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights
of the Collateral Agent and the other Notes Secured Parties hereunder, including, without limitation, reasonable attorneys’
fees and disbursements, to the payment in whole or in part of the Notes Obligations, in accordance with Section 5.3, and only after
such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including,
without limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any
Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against
the Collateral Agent or any other Notes Secured Party arising out of the exercise by them of any rights hereunder. If any notice
of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper
if given at least 10 days before such sale or other disposition.


 






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5.5              
Other Agreements With Respect to Sales of Pledged Stock


 


(a)                If
the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 5.4,
and if in the opinion of the Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof
to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i)
execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or
advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii)
use commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof
to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Collateral
Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto.  Each Grantor agrees to cause such Issuer to
comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Collateral
Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which
need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.


 






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(b)               
Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged
Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and
may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for investment and not with a view to the distribution or
resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable
than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed
to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any
of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale
under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.


 


(c)               
Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may
be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 5.5 valid and binding
and in compliance with any and all other applicable law. Each Grantor further agrees that a breach of any of the covenants contained
in this Section 5.5 will cause irreparable injury to the Collateral Agent and the other Notes Secured Parties, that the Collateral
Agent and the other Notes Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 5.5 shall be specifically enforceable against such Grantor, and such Grantor
hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Indenture.


 


5.6              
Subordination. Each Grantor hereby agrees that, upon the occurrence and during the continuance of an Event
of Default, unless otherwise agreed by the Notes Secured Parties, all Indebtedness owing by it to any Subsidiary of the Company
shall be fully subordinated to the indefeasible payment in full in cash of such Notes Obligations.


 


5.7              
Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition
of the Collateral are insufficient to pay its Notes Obligations and the reasonable and documented fees and disbursements of any
attorneys employed by the Collateral Agent or any other Notes Secured Party to collect such deficiency.


 


SECTION
6.      THE COLLATERAL AGENT


 


6.1               Collateral
Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the
Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its
own name, solely for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this
Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power
and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:


 






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(1)   
in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments,
documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s and the other Notes
Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor
relating thereto or represented thereby;


 


(2)   
pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or
any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;


 


(3)   
execute, in connection with any sale provided for in Section 5.4 or 5.5, any indorsements, assignments or other instruments
of conveyance or transfer with respect to the Collateral; and


 


(4)   
(1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due
or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect,
and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect
of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;
(4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect
the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action
or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action
or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; (7)
assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark
pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in
its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes,
and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and
things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s
and the other Notes Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully
and effectively as such Grantor might do.


 


Anything in this Section
6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney
provided for in this Section 6.1(a) (other than pursuant to clause (ii) thereof) unless an Event of Default shall have occurred
and be continuing.


 


(b)               
If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its
option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.


 









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(c)               
The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1
shall be payable by such Grantor to the Collateral Agent on demand.


 


(d)               
Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All
powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement
is terminated and the security interests created hereby are released.


 


6.2              
Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping
and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to
deal with it in the same manner as the Collateral Agent deals with similar property for its own account, and no implied covenants
or obligations shall be read into this Agreement against the Collateral Agent. Neither the Collateral Agent, any other Notes Secured
Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any
part thereof. The powers conferred on the Collateral Agent and the other Notes Secured Parties hereunder are solely to protect
the Collateral Agent’s and the other Notes Secured Parties’ interests in the Collateral and shall not impose any duty
upon the Collateral Agent or any other Notes Secured Party to exercise any such powers. The Collateral Agent and the other Notes
Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and
neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.


 


6.3              
Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral
Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral
Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of
this Agreement shall, as between the Collateral Agent and the other Notes Secured Parties, be governed by the Indenture and by
such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and
the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Notes Secured Parties with full
and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any
inquiry respecting such authority.


 


SECTION
7.      MISCELLANEOUS


 


7.1              
Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except in accordance with Article 9 of the Indenture.


 


7.2              
Notices. All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall
be effected in the manner provided for in Section 13.01 of the Indenture; provided that any such notice, request or demand to or
upon any Grantor shall also be addressed to such Grantor at its notice address set forth on Schedule 1.


 


7.3               No
Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any other Notes Secured Party shall by
any act (except by a written instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor
any delay in exercising, on the part of the Collateral Agent or any other Notes Secured Party, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the
Collateral Agent or any other Notes Secured Party of any right or remedy hereunder on any one occasion shall not be construed
as a bar to any right or remedy which the Collateral Agent or such other Notes Secured Party would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.


 






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7.4       Enforcement
Expenses; Indemnification (a) Each Grantor agrees to pay or reimburse the Collateral Agent and each other Notes Secured Party
for all its costs and expenses incurred hereunder as provided in Article 6 of the Indenture and in collecting against such Grantor
under any Notes Document or otherwise enforcing or preserving any rights under this Agreement and the other Notes Documents to
which such Grantor is a party, including, without limitation, the fees and disbursements of counsel (except for the allocated fees
and expenses of in-house counsel) to the Collateral Agent and each other Notes Secured Party (limited to one counsel to the Collateral
Agent, on behalf of the Notes Secured Parties, and one local counsel to the Collateral Agent, on behalf of the Notes Secured Parties,
in each applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel for each Notes
Secured Party affected by such conflict of interest).


 


(a)               
Without limitation of its indemnification obligations under the other Notes Documents, each Grantor jointly and severally
agrees to indemnify the Collateral Agent and the Notes Secured Parties against, and hold the Collateral Agent harmless from any
and all losses, claims, damages, liabilities and related reasonable out-of-pocket expenses, including the fees, charges and disbursements
of a single counsel for the Collateral Agent or any Notes Secured Party (in addition to one local counsel in each relevant jurisdiction),
incurred by or asserted against the Collateral Agent or any Notes Secured Party by any third party or by any Grantor arising out
of, or in connection with, or as a result of, (i) the execution or delivery of this Agreement, the performance of the respective
parties of their obligations hereunder or the enforcement of this Agreement by the Collateral Agent, or (ii) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by any third party or by any Grantor and regardless of whether the Collateral Agent or any Notes Secured Party
is a party thereto; provided that such indemnity shall not, as to the Collateral Agent or any such Notes Secured Party,
be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Collateral
Agent or any such Notes Secured Party.


 


(b)               
Each Grantor agrees to pay, and to hold the Collateral Agent and the other Notes Secured Parties harmless from, any
and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions
contemplated by this Agreement.


 


(c)               
Each Grantor agrees to pay, and to hold the Collateral Agent and the other Notes Secured Parties harmless from, any
and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement
to the extent the Company would be required to do so pursuant to the Indenture.


 


(d)               
The agreements in this Section 7.4 shall survive the resignation or removal of the Collateral Agent and the repayment
of the Notes Obligations and all other amounts payable under the Indenture and the other Notes Documents.


 









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7.5              
Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and
shall inure to the benefit of the Collateral Agent and the other Notes Secured Party and their successors and assigns; provided
that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written
consent of the Collateral Agent.


 


7.6              
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original,
but all of which shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be
effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be
signed in connection with this Agreement shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Without limiting
the generality of the foregoing, each of the parties hereto hereby (i) agrees that, for all purposes, including without limitation,
in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the parties
hereto, electronic images of this Agreement (including with respect to any signature pages thereto) shall have the same legal effect,
validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability
of this Agreement based solely on the lack of paper original copies of this Agreement, including with respect to any signature
pages thereto. For purposes of this Section 7.6, “Electronic Signature” means an electronic sound, symbol, or process
attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept
such contract or record.


 


7.7              
Severability. Any provision of this Agreement 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.


 


7.8              
Section Headings. The Section headings used in this Agreement are for convenience of reference only and are
not to affect the construction hereof or be taken into consideration in the interpretation hereof.


 


7.9              
Integration. This Agreement and the other Notes Documents represent the agreement of the Grantors, the Collateral
Agent and the other Notes Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Collateral Agent or any other Notes Secured Party relative to subject matter hereof and thereof
not expressly set forth or referred to herein or in the other Notes Documents.


 


7.10          
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.


 


7.11          
Additional Grantors. Each Subsidiary of the Company that is required to become a party to this Agreement pursuant
to Section 4.15 of the Indenture shall become a Grantor for all purposes of this Agreement upon execution and delivery by such
Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.


 









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7.12          
Releases. The Liens granted under this Agreement shall be released pursuant to Section 11.06 of the Indenture.


 


7.13          
Intercreditor Agreements; Collateral Cooperation Agreement. (a) Notwithstanding anything herein to the contrary,
the exercise of any right or remedy by the Collateral Agent hereunder shall be subject to the provisions of the applicable Intercreditor
Agreements. In the event of any conflict between the terms of any applicable Intercreditor Agreement and this Agreement, the terms
of the applicable Intercreditor Agreement shall govern and control.


 


(b)       Notwithstanding
anything herein to the contrary, the exercise of any right or remedy by the Collateral Agent hereunder shall be subject to the
provisions of the Collateral Cooperation Agreement. In the event of any conflict between the terms of the Collateral Cooperation
Agreement and this Agreement, the terms of the Collateral Cooperation Agreement shall govern and control.


 


 


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IN WITNESS WHEREOF, each of the undersigned
has caused this Collateral Agreement to be duly executed and delivered as of the date first above written.


 


	 	UNITED STATES STEEL CORPORATION
	 	 
	 	By: 	/s/ Arne Jahn
	 	 	Name: Arne Jahn
	 	 	Title: Vice President – Treasurer and Chief Risk Officer
	 	 
	 	 
	 	USS PORTFOLIO DELAWARE, INC.
	 	 
	 	By: 	/s/ Arne Jahn
	 	 	Name: Arne Jahn
	 	 	Title: Treasurer
	 	 
	 	U.S. STEEL SEAMLESS TUBULAR
    OPERATIONS, LLC
	 	 
	 	By:	 /s/ Arne Jahn
	 	 	Name: Arne Jahn
	 	 	Title: Treasurer
	 	 
	 	U.S. STEEL OILWELL SERVICES,
    LLC
	 	 
	 	By:	 /s/ Arne Jahn
	 	 	Name: Arne Jahn
	 	 	Title: Treasurer
	 	 
	 	U.S. STEEL TUBULAR PRODUCTS,
    INC.
	 	 
	 	By: 	/s/ Arne Jahn
	 	 	Name: Arne Jahn
	 	 	Title: Treasurer



 






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	 	UNITED STATES STEEL INTERNATIONAL,
    INC.
	 	 
	 	By: 	/s/ Arne Jahn
	 	 	Name: Arne Jahn
	 	 	Title: Treasurer
	 	 
	 	U. S. STEEL HOLDCO LLC
	 	 
	 	By: 	/s/ Arne Jahn
	 	 	Name: Arne Jahn
	 	 	Title: Treasurer




 






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Acknowledged and Agreed to as of

the date hereof by:



U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent


 


	By:	/s/ Robert P. Pavlovic	 
	 	Name: Robert P. Pavlovic
	 	Title: Vice President


 






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