Exhibit
10.3

     

    Execution
Version

    


    INTERCREDITOR
AGREEMENT

    


    Dated as
of June 12, 2009

    


    by and
among

    


    PNC
BANK, NATIONAL ASSOCIATION

    


    as a
Funding Agent

    


    THE
BANK OF NOVA SCOTIA,

    


    as a
Funding Agent and as Receivables Collateral Agent

    


    JPMORGAN
CHASE BANK, N.A.

    


    as Lender
Agent

    


    U. S.
STEEL RECEIVABLES LLC,

    


    as
Transferor,

    


    and

    


    UNITED
STATES STEEL CORPORATION

    


    as
Originator, as Initial Servicer and as Borrower


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    This
INTERCREDITOR AGREEMENT dated as of June 12, 2009 (as modified, amended,
restated or supplemented from time to time, this “Agreement”), by and among PNC
BANK, NATIONAL ASSOCIATION, in its capacity as a funding agent under the
Receivables Purchase Agreement (as hereinafter defined) (a “Funding Agent”), THE BANK OF
NOVA SCOTIA, in its capacity as a funding agent under the Receivables Purchase
Agreement (as hereinafter defined) (a “Funding Agent” and, together
with the other Funding Agents, the “Funding Agents”) and in its
capacity as Collateral Agent under the Receivables Purchase Agreement (as
hereinafter defined) (the “Receivables Collateral
Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as Collateral Agent
on behalf of the Lenders (hereinafter defined) (the “Lender Agent”), U. S.
STEEL RECEIVABLES LLC (the “Transferor”), and UNITED
STATES STEEL CORPORATION (“USS”).

     

    RECITALS:

     

    A.           USS
has agreed to sell, transfer and assign to the Transferor, and the Transferor
has agreed to purchase or otherwise acquire from USS and the various entities
that are from time to time Originators under (and as defined in) the Purchase
and Sale Agreement (collectively, together with USS in its capacity as an
Originator under (and as defined in) the Purchase and Sale Agreement, the “Originators”) all of the
right, title and interest of the Originators in the Receivables (as hereinafter
defined) pursuant to a Purchase and Sale Agreement dated as of November 28, 2001
(as amended, supplemented, modified or restated from time to time, the “Purchase and Sale
Agreement”).

     

    B.           The
Transferor, as seller, USS, in its capacity as initial servicer, the Receivables
Collateral Agent, the Funding Agents and the Receivables Purchasers (hereinafter
defined) are parties to a Second Amended and Restated Receivables Purchase
Agreement dated as of September 27, 2006 (as amended, supplemented, modified or
restated from time to time, the “Receivables Purchase
Agreement”) pursuant to which, among other things, (i) the Receivables
Purchasers have agreed, among other things, to purchase from the Transferor from
time to time Receivables (or interests therein) purchased by or contributed to
the Transferor pursuant to the Purchase and Sale Agreement and (ii) the
Transferor has granted a lien on the Receivables to the Receivables Collateral
Agent.

     

    C.           The
Purchase and Sale Agreement and the Receivables Purchase Agreement provide for
the filing of UCC financing statements to perfect the ownership and security
interest of the parties thereto with respect to the property covered
thereby.

     

    D.           USS,
the Lender Agent and the financial institutions from time to time party thereto
(collectively, the “Lenders”) are parties to an
Amended and Restated Credit Agreement dated as of May 11, 2007 and amended and
restated as of June 12, 2009 (as amended, supplemented, modified or restated
from time to time, the “Credit
Agreement”).

     

    E.           To
secure USS’s obligations to the Lenders and Lender Agent under the Credit
Agreement and other Loan Documents (as hereinafter defined), USS has granted to
the Lender Agent for the benefit of the Lender Agent and the Lenders a lien
over, among other things, certain accounts receivable and certain general
intangibles, including the Unsold Receivables (as hereinafter defined), certain
inventory and all proceeds of the foregoing.


    
      
         


      

      
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    F.           The
parties hereto wish to set forth certain agreements with respect to the
Receivables Assets (as hereinafter defined) and with respect to the Collateral
(as hereinafter defined).

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
contained herein, and for other good and valuable consideration, receipt of
which is hereby acknowledged, it is hereby agreed as follows:

     

    ARTICLE
1.  DEFINITIONS.

     

    1.1.         Certain Defined
Terms.  Capitalized terms used but not defined herein shall
have the meaning ascribed thereto in the Credit Agreement.  As used in
this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

     

    “Business Day” means any day
that is not a Saturday, Sunday or other day on which commercial banks in New
York City are authorized or required by law to remain closed.

     

    “Claim” means the Lender Claim
or the Receivables Claim, as applicable.

     

    “Collateral” means all property
and interests in property, now owned or hereafter acquired or created, of USS in
or upon which a Lender Interest is granted or purported to be granted by USS to
the Lenders or the Lender Agent under any of the Loan Documents.

     

    “Collections” means, for any
Receivable as of any date, (i) all amounts, whether in the form of wire
transfer, cash, checks, drafts, or other instruments, that are received by the
Transferor, USS (in its capacity as Servicer under (and as defined in) the
Receivables Purchase Agreement) or any Originator in payment of amounts owed in
respect of such Receivable (including purchase price, finance charges, interest
and other charges), or applied to any amount owed by an Obligor on account of
such Receivable, including, without limitation, all amounts received on account
of such Receivable (including insurance payments and net proceeds of the sale or
disposition of repossessed goods or other collateral or property of an Obligor
on account of such Receivable) and all other fees and charges related thereto,
(ii) cash proceeds of Returned Goods with respect to such Receivable and (iii)
all amounts paid by USS in respect of such Receivable pursuant to the Purchase
and Sale Agreement and/or the Receivables Purchase Agreement.

     

    “Contract” has the meaning
ascribed to such term in the Receivables Purchase Agreement.

     

    “Disposition” means, with
respect to any assets of USS, any liquidation of USS or its assets, the
establishment of any receivership for USS or its assets, a bankruptcy proceeding
of USS (either voluntary or involuntary), the payment of any insurance,
condemnation, confiscation, seizure or other claim upon the condemnation,
confiscation, seizure, loss or destruction thereof, or damage to, or any other
sale, transfer, assignment or other disposition of such assets.


    
      
         


      

      
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    “Eligible Transferee” has the
meaning ascribed to such term in the Security Agreement.

     

    “Enforcement” means
collectively or individually, for (a) any of the Receivables Collateral Agent,
the Funding Agents or the Receivables Purchasers to (i) declare the Facility
Termination Date under the Receivables Documents or (ii) commence the judicial
or nonjudicial enforcement of any of the default rights and remedies under the
Receivables Documents and (b) any of the Lender Agent or the Lenders during the
continuance of a Lender Event of Default to (i) demand payment in full of or
accelerate the indebtedness of the Borrower to the Lenders and Lender Agent or
(ii) commence the judicial or nonjudicial enforcement of any of the default
rights and remedies under the Loan Documents.

     

    “Enforcement Notice” means a
written notice delivered in accordance with Section 2.5 which
notice shall (i) if delivered by the Receivables Collateral Agent, state that
the Facility Termination Date has occurred, specify the nature of the
Termination Event that has caused the declaration of such Facility Termination
Date, and state that an Enforcement Period has commenced and (ii) if delivered
by the Lender Agent, state that a Lender Event of Default has occurred and that
the payment in full of the Lender Claim has been demanded or the indebtedness of
the Borrower to the Lenders has been accelerated, specify the nature of the
Lender Event of Default that caused such demand and acceleration, and state that
an Enforcement Period has commenced.

     

    “Enforcement Period” means the
period of time following the receipt by either the Lender Agent, on the one
hand, or the Receivables Collateral Agent, on the other, of an Enforcement
Notice delivered by any of the others until the earliest of the
following:  (1) the Receivables Claim has been satisfied in full, none
of the Receivables Purchasers have any further obligations under the Receivables
Documents and the Receivables Documents have been terminated; (2) the Lender
Claim has been satisfied in full, the Lenders have no further obligations under
the Loan Documents and the Loan Documents have been terminated; and (3) the
parties hereto agree in writing to terminate the Enforcement
Period.

     

    “Facility Termination Date” has
the meaning ascribed to such term in the Receivables Purchase
Agreement.

     

    “Lender Claim” means all of the
indebtedness, obligations and other liabilities of USS now or hereafter arising
under, or in connection with, the Loan Documents including, but not limited to,
all sums now or hereafter loaned or advanced to or for the benefit of USS, all
reimbursement obligations of USS with respect to letters of credit, any interest
thereon (including, without limitation, interest accruing after the commencement
of a bankruptcy, insolvency or similar proceeding relating to USS, whether or
not such interest is an allowed claim in any such proceeding), any Secured
Derivative Obligations, any reimbursement obligations, fees or expenses due
thereunder, and any costs of collection or enforcement.


    
      
         


      

      
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    “Lender Collateral” means all
Collateral which does not constitute Receivables Assets.

     

    “Lender Event of Default” has
the meaning ascribed to the term “Event of Default” in the Credit
Agreement.

     

    “Lender Interest” means, with
respect to any property or interest in property, now owned or hereafter acquired
or created, of USS, any lien, claim, encumbrance, security interest or other
interest of the Lender Agent or the Lenders in such property or interests in
property.

     

    “Lenders” shall mean the
Lenders under the Credit Agreement, the various Agents party thereto and each
other Secured Party (as defined in the Security Agreement).

     

    “Loan Documents” has the
meaning ascribed to such term in the Credit Agreement.

     

    “Obligor” has the meaning
ascribed to such term in the Purchase and Sale Agreement.

     

    “Outstanding Balance” has the
meaning ascribed to such term in the Receivables Purchase
Agreement.

     

    “Person” means any individual,
partnership, corporation (including a business trust), joint stock company,
limited liability company, trust, unincorporated association, joint venture or
other entity.

     

    “proceeds” has the meaning
ascribed to such term in the UCC.

     

    “Purchased Receivables” means
now owned or hereafter existing Receivables sold, purported to be sold,
transferred or contributed or purported to be transferred or contributed by any
Originator to the Transferor or another Eligible Transferee under the Purchase
and Sale Agreement in connection with the Effective Date Receivables
Financing.

     

    “Receivable”
means:

     

    (a)           indebtedness
and other obligations of, or the right of the Transferor or any Originator to
payment from or on behalf of, an Obligor (whether constituting an account,
chattel, paper, document, instrument or general intangible) arising from the
provision of merchandise, goods or services to such Obligor, including all
monies due or to become due with respect thereto, including the right to payment
of any interest or finance charges and other obligations of such Obligor with
respect thereto;

     

    (b)           all
security interests or liens and property subject thereto from time to time
securing or purporting to secure any such indebtedness by such
Obligor;


    
      
         


      

      
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    (c)           all
guarantees, indemnities and warranties, insurance policies, financing statements
and other agreements or arrangements of whatever character from time to time
supporting or securing payment of any such indebtedness;

     

    (d)           all
Collections with respect to any of the foregoing;

     

    (e)           all
Records with respect to any of the foregoing; and

     

    (f)           all
proceeds with respect to any of the foregoing.

     

    “Receivables Assets” means (i)
the Purchased Receivables, (ii) the Collections related to such Purchased
Receivables, (iii) Returned Goods relating to such Purchased Receivables, (iv)
with respect to such Purchased Receivables, all rights, interest and claims of
the Transferor under the Purchase and Sale Agreement in respect of such
Purchased Receivables, (v) each deposit or other bank account to which any
Collections of such Purchased Receivables are deposited (but in no event shall
Receivables Assets include any Collections or other monies deposited in such
accounts which are not Collections related to Purchased Receivables) and (vi)
all proceeds with respect to any of the foregoing.

     

    “Receivables Claim” means all
indebtedness, obligations and other liabilities of the Originators to the
Transferor and of the Originators and the Transferor to the Receivables
Purchasers, the Receivables Collateral Agent and/or the Funding Agents now or
hereafter arising under, or in connection with, the Receivables Documents,
including, but not limited to, all sums or increases now or hereafter advanced
or made to or for the benefit of the Transferor thereunder as the purchase price
paid for Purchased Receivables (or interests therein) or otherwise under the
Receivables Purchase Agreement, any yield thereon (including, without
limitation, yield accruing after the commencement of a bankruptcy, insolvency or
similar proceeding relating to USS or the Transferor, whether or not such yield
is an allowed claim in any such proceeding), any repayment obligations, fees or
expenses due thereunder, and any costs of collection or
enforcement.

     

    “Receivables Documents” means
the Purchase and Sale Agreement, the Receivables Purchase Agreement and any
other agreements, instruments or documents (i) executed by the Originators
and delivered to the Transferor, the Funding Agents, the Receivables Collateral
Agent or the Receivables Purchasers or (ii) executed by the Transferor and
delivered to the Funding Agents, the Receivables Collateral Agent or the
Receivables Purchasers.

     

    “Receivables Interest” means,
with respect to any property or interests in property, now owned or hereafter
acquired or created, of any Originator (regardless of whether sold or
contributed by such Originator to the Transferor), any lien, claim, encumbrance,
security interest or other interest of the Transferor and/or the Receivables
Collateral Agent, the Funding Agents or any Receivables Purchaser in such
property or interests in property.

     

    “Receivables Purchaser” means
each Person from time to time party to the Receivables Purchase Agreement in the
capacity of a “CP Conduit Purchaser”, a “Committed Purchaser” or an “LC Bank”
(in each case, as defined in the Receivables Purchase
Agreement).


    
      
         


      

      
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    “Receivables Termination
Notice” has the meaning set forth in Section 2.19.

     

    “Records” means all Contracts
and other documents, books, records and other information (including computer
programs, tapes, disks, data processing software and related property and
rights) maintained with respect to Receivables, the Obligors thereunder and the
Receivables Assets.

     

    “Release Conditions” has the
meaning ascribed to such term in the Security Agreement dated as of June 12,
2009 between USS and the Lender Agent.

     

    “Returned Goods” means all
returned, repossessed or foreclosed goods and/or merchandise the sale of which
gave rise to a Receivable.

     

    “Secured Derivative
Obligations” has the meaning ascribed to such term in the Security
Agreement dated as of June 12, 2009 between USS and the Lender
Agent.

     

    “Termination Event” has the
meaning ascribed to such term in the Receivables Purchase
Agreement.

     

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

     

    “Unsold Receivables” means any
Receivables other than Purchased Receivables.

     

    1.2.           References to Terms Defined
in the Receivables Documents and the Loan Documents.  Whenever
in Section 1.1
a term is defined by reference to the meaning ascribed to such term in any of
the Receivables Documents or in any of the Loan Documents, then, unless
otherwise specified herein, such term shall have the meaning ascribed to such
term in the Receivables Documents or Loan Documents, respectively, as in
existence on the date hereof, without giving effect to any amendments of such
term (or any amendment of terms used in such term) as may hereafter be agreed to
by the parties to such documents, unless such amendments have been consented to
in writing by all of the parties hereto.


    
      
         


      

      
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    ARTICLE
2.  INTERCREDITOR PROVISIONS.

     

    2.1.         
Priorities with
Respect to Receivables Assets.  Notwithstanding any provision
of the UCC, any applicable law or decision or any of the Loan Documents or the
Receivables Documents, the Lender Agent (for itself and on behalf of each
Lender) hereby agrees that, upon the sale or other transfer (including, without
limitation, by way of capital contribution) of any Receivable (or interest
therein) by an Originator to the Transferor pursuant to the Purchase and Sale
Agreement, any Lender Interest of the Lenders or the Lender Agent in such
Receivables and all Receivables Assets with respect thereto shall automatically
and without further action cease and be forever released and discharged and the
Lender Agent and the Lenders shall have no Lender Interest therein; provided, however, that nothing
in this Section
2.1 shall be deemed to constitute a release by the Lender Agent and the
Lenders of: (i) any Lender Interest in the proceeds received by USS from the
Transferor for the sale of Receivables pursuant to the Purchase and Sale
Agreement (including, without limitation, cash payments made by the Transferor);
(ii) any Lender Interest or right of the Lender Agent and the Lenders have in
any interests which USS may acquire from the Transferor and/or the Receivables
Collateral Agent or the Funding Agents in Returned Goods; and (iii) any Lender
Interest or right the Lenders or the Lender Agent have in any Unsold Receivables
and the proceeds thereof; provided further,
however, that
any Lender Interest in such Returned Goods shall be junior and subject and
subordinate to the Receivables Interest therein unless and until each of USS and
the Transferor shall have made all payments or adjustments required to be made
by it under the Receivables Documents on account of the reduction of the
outstanding balance of any Purchased Receivable related to such Returned
Goods.  If any goods or merchandise, the sale of which has given rise
to a Purchased Receivable, are returned to or repossessed by USS, on behalf of
the Transferor, then, upon payment by USS or the Transferor of all adjustments
required on account thereof under the Receivables Purchase Agreement, the
Receivables Interest in such Returned Goods shall automatically and without
further action cease to exist and be released and extinguished and such Returned
Goods shall thereafter not constitute Receivables Assets for purposes of this
Agreement unless and until such Returned Goods have been resold so as to give
rise to a Receivable and such Receivable has been sold, contributed or otherwise
transferred to the Transferor.

     

    2.2.          Respective Interests in
Receivables Assets and Lender Collateral.

     

    (a)           
Except for all rights to access to and use of Records granted to the Receivables
Collateral Agent and the Receivables Purchasers pursuant to the Receivables
Documents and except for the Receivables Interest of the Receivables Collateral
Agent (for the benefit of the Funding Agents and Receivables Purchasers) in
Returned Goods, which interest is senior in all respects to any Lender Interest
therein subject to Section 2.1, each of the Transferor and the Receivables
Collateral Agent (for itself and on behalf of each Receivables Purchaser) agrees
that it does not have and shall not have any Receivables Interest in the Lender
Collateral.  Each of the Transferor and the Receivables Collateral
Agent (for itself and on behalf of each Receivables Purchaser) agrees that it
shall not request or accept, directly or indirectly (by assignment or otherwise)
from USS any collateral security for payment of any Receivables Claims (other
than any such collateral security included in the Receivables Assets and the
right of access to and use of Records granted to the Receivables Collateral
Agent and the Receivables Purchasers pursuant to the Receivables Documents) and
hereby releases any Receivables Interest in any such collateral
security.

     

    (b)          
 Except for rights in Returned Goods granted to the Lender Agent and the
Lenders pursuant to the Loan Documents, which Lender Interest is junior and
subordinate to any Receivables Interest therein, the Lender Agent (for itself
and on behalf of each Lender) agrees that neither the Lender Agent nor the
Lenders have, nor shall they have, any Lender Interest in the Receivables
Assets.

     

    2.3.         
Distribution of
Proceeds.  At all times, all proceeds of Lender Collateral and
Receivables Assets shall be distributed in accordance with the following
procedure:


    
      
         


      

      
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    (a)        
   (i)  All proceeds of the Lender Collateral shall be
paid to the Lender Agent for application on the Lender Claim and other
obligations and liabilities owing under the Credit Agreement and other Loan
Documents until the Lender Claim and such other obligations and liabilities have
been paid and satisfied in full in cash and the Credit Agreement is terminated;
and (ii) any remaining proceeds shall be paid to USS or as otherwise required by
applicable law, and the Transferor and the Receivables Collateral Agent (for
itself and on behalf of each Receivables Purchaser) agrees that none of the
Transferor, the Receivables Collateral Agent or the Receivables Purchasers have,
nor shall they have, any Receivables Interest in such remaining
proceeds.  The foregoing shall not, however, impair any claim or any
right or remedy which the Transferor, the Receivables Collateral Agent, the
Funding Agents or the Receivables Purchasers may have against USS under the
Receivables Documents or otherwise.

     

    (b)         
  (i)  All proceeds of the Receivables Assets shall be paid
to the Receivables Collateral Agent for application against the Receivables
Claim and for application in accordance with the Receivables Documents until the
Receivables Claim has been paid and satisfied in full in cash and the
Receivables Documents have terminated; and (ii) subject to Section 2.1 hereof,
any remaining proceeds shall be paid to the Transferor or as otherwise required
by applicable law.  The Lender Agent (for itself and on behalf of each
Lender) agrees that, except as set forth in Section 2.1 hereof, neither the
Lender Agent nor the Lenders have, nor shall they have, any Lender Interest in
such remaining proceeds.  The foregoing shall not, however, impair any
claim or any right or remedy which the Lender Agent or the Lenders may have
against USS under the Loan Documents or otherwise.

     

    (c)         
  If any of the Transferor, the Receivables Collateral Agent or the
Receivables Purchasers now or hereafter obtains possession of any Lender
Collateral, it shall immediately deliver to the Lender Agent such Lender
Collateral (and until delivered to the Lender Agent such Lender Collateral shall
be held in trust for the Lender Agent).  Each of the Transferor, the
Receivables Collateral Agent (for itself and on behalf of each Receivables
Purchaser) further agrees to immediately turn over the proceeds of any
Disposition of Lender Collateral which it (or any Receivables Purchaser) might
receive while any Lender Claim, any other obligations or liabilities under the
Credit Agreement, any Loan Document or any commitment to make financial
accommodations thereunder remain outstanding, regardless of whether the Lender
Agent has a perfected and enforceable lien in the assets of USS from which the
proceeds of any such Disposition have been received.

     

    (d)          
 If the Borrower, the Lenders or the Lender Agent now or hereafter obtains
possession of any Receivables Assets, it shall immediately deliver to the
Receivables Collateral Agent such Receivables Assets (and until delivered to the
Receivables Collateral Agent such Receivables Assets shall be held in trust for
the Receivables Collateral Agent).  The Borrower and the Lender Agent
(for itself and on behalf of each Lender) further agrees to immediately turn
over the proceeds of any Disposition of Receivables Assets to the Receivables
Collateral Agent which it (or any Lender) might receive while any Receivables
Claim, any other obligations or liabilities under the Receivables Documents or
any commitment to make financial accommodations thereunder remain outstanding,
regardless of whether the Receivables Collateral Agent has a perfected and
enforceable lien in the assets from which the proceeds of such Disposition have
been received.

     

    
      
         


      

      
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    (e)         
  USS agrees to keep all Returned Goods identified so they can easily
be segregated from Inventory.  If any Inventory of USS has been
commingled with Returned Goods in which the Receivables Interest continues as
provided in Section
2.1, and the Lender Agent or any Lender receives any proceeds on account
of such inventory (whether by reason of sale or by reason of insurance payments
on account thereof) prior to release of such Receivables Interest, then: (i) all
proceeds of such inventory shall be paid to the Lender Agent and the Lender
Agent shall, immediately upon receipt of such proceeds, pay to the Receivables
Collateral Agent for application against the Receivables Claim a share of such
proceeds equal to the dollar amount thereof multiplied by a
fraction, the numerator of which equals the book value of the Returned Goods and
the denominator of which equals the book value of all of the inventory on
account of which the Lender Agent has received such cash proceeds; and (ii) any
remaining proceeds shall be paid to the Lender Agent for application against the
Lender Claim.

     

    2.4.         
 Unsold
Receivables.

     

    (a)          
 The Transferor and the Receivables Collateral Agent (for itself and on
behalf of each Receivables Purchaser) hereby acknowledge that the Lender Agent
on behalf of the Lenders and itself shall be entitled to Collections of Unsold
Receivables.

     

    (b)        
   Each of the parties hereto hereby agrees that all Collections
received on account of Receivables Assets shall be paid or delivered to the
Receivables Collateral Agent for application in accordance with Section 2.3(b) and
all Collections received on account of Unsold Receivables shall be paid or
delivered to the Lender Agent for application in accordance with Section
2.3(a).

     

    (c)           
The Lender Agent agrees that it shall not exercise any rights it may have under
the Loan Documents to send any notices to Obligors informing them of the
Lenders’ interest (if any) in the Receivables or directing such Obligors to make
payments in any particular manner of any amounts due under the Receivables prior
to the latest of payment in full of the Receivables Claim and the termination of
the Receivables Documents, except that, from and after any date on which (x) a
Receivables Termination Notice has been delivered pursuant to Section 2.19, (y)
the termination and cessation of transfers of Receivables is required to be
effective under the terms of Section 2.19 and (z) the Receivables Claim has been
paid in full or the Purchased Receivables giving rise to any unpaid Receivables
Claim have been written off in accordance with their terms, the Lender Agent may
inform any Obligors of Unsold Receivables that such Unsold Receivables have been
assigned to the Lender Agent so long as such notices do not under any
circumstances direct that payments on account of such Unsold Receivables be made
to any location or account to which payments on account of Purchased Receivables
are required to be made pursuant to the terms of the Receivables
Documents.

     

    2.5.        
  Enforcement
Actions.  Each of the Lender Agent and the Receivables
Collateral Agent agrees to use reasonable efforts to give an Enforcement Notice
to the other prior to commencement of Enforcement (but failure to do so shall
not prevent such Person from commencing Enforcement or affect its rights
hereunder nor create any cause of action or liability against such
Person).  Subject to the foregoing, each of the parties hereto agrees
that during an Enforcement Period:


    
      
         


      

      
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    (a)           
Subject to any applicable restrictions in the Receivables Documents, the
Receivables Collateral Agent may at its option and without the prior consent of
the other parties hereto, take any action to (i) accelerate payment of the
Receivables Claim or any other obligations and liabilities under any of the
Receivables Documents and (ii) liquidate the Receivables Assets or to foreclose
or realize upon or enforce any of its rights with respect to the Receivables
Assets; provided, however,
that the Receivables Collateral Agent shall not take any action to foreclose or
realize upon or to enforce any rights it may have with respect to any
Receivables Assets constituting Returned Goods which have been commingled with
the Lender Collateral without the prior written consent of the Lender Agent
unless all Release Conditions are satisfied.

     

    (b)          
 Subject to any applicable restrictions in the Loan Documents, the Lender
Agent or the Lenders may, at their option and without the prior consent of the
other parties hereto, take any action to accelerate payment of the Lender Claim
or any other obligation or liability arising under any of the Loan Documents,
foreclose or realize upon or enforce any of their rights with respect to the
Lender Collateral or other collateral security, including, except as otherwise
provided in Section
2.3(e), with respect to any Receivables Assets constituting Returned
Goods that have been commingled with the Lender Collateral, or take any other
actions as they deem appropriate; provided, however, that the
Lender Agent shall not otherwise take any action to foreclose or realize upon or
to enforce any rights it may have with respect to uncommingled Returned Goods
without the Receivables Collateral Agent’s prior written consent unless the
Receivables Claim or any other obligation or liability arising under any of the
Receivables Documents shall have been first paid and satisfied in full and the
Receivables Documents have terminated.

     

    (c)           
If Returned Goods are commingled with Inventory, the parties agree to cooperate
in the disposition of such Returned Goods and Inventory and the application of
the proceeds thereof as provided in Section
2.3(e).

     

    2.6.        
  Access to
Records.  Subject to any applicable restrictions in the
Receivables Documents (but without limiting any rights under the Receivables
Documents), each of the Receivables Purchasers, the Funding Agents and the
Receivables Collateral Agent may enter one or more premises of USS, the
Transferor or their respective affiliates, whether leased or owned, at any time
during reasonable business hours, without force or process of law and without
obligation to pay rent or compensation to USS, the Transferor, such affiliates,
the Lenders or the Lender Agent, whether before, during or after an Enforcement
Period, and may have access to and use of all Records located thereon and may
have access to and use of any other property to which such access and use are
granted under the Receivables Documents, in each case provided that such use is
for the purpose of enforcing the Receivables Collateral Agent’s, Funding Agent’s
and/or the Receivables Purchasers’ rights with respect to the Receivables
Assets.

     

    2.7.          
Accountings.  The
Lender Agent agrees to render statements to the Receivables Collateral Agent
upon reasonable request, which statements shall identify in reasonable detail
the Unsold Receivables and shall render an account of the Lender Claim, giving
effect to the application of proceeds of Lender Collateral as hereinbefore
provided.  USS agrees to render statements to the Lender Agent upon
reasonable request, which statements shall identify in reasonable detail the
Purchased Receivables and shall render an account of the Receivables Claim,
giving effect to the application of proceeds of Receivables Assets and
Collateral as hereinbefore provided; provided that the Receivables
Collateral Agent agrees to render such statements to the Lender Agent upon
reasonable request from and after the date (if any) on which USS has ceased to
be the Servicer under (and as defined in) the Receivables Purchase
Agreement.  USS and the Transferor hereby authorize the Lender Agent
and the Receivables Collateral Agent to provide the statements described in this
section.  None of the Lender Agent, USS or the Receivables Collateral
Agent shall bear any liability if their respective accounts are
incorrect.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    2.8.          
Agency for
Perfection.  The Receivables Collateral Agent and the Lender
Agent hereby appoint each other as agent for purposes of perfecting by
possession their respective security interests and ownership interests and liens
on the Collateral and Receivables Assets described hereunder.  If the
Receivables Collateral Agent obtains possession of any of the Lender Collateral,
the Receivables Collateral Agent shall notify the Lender Agent of such fact,
shall hold such Lender Collateral in trust and shall deliver such Lender
Collateral to the Lender Agent upon request.  If the Lender Agent
obtains possession of any of the Receivables Assets, the Lender Agent shall
notify the Receivables Collateral Agent of such fact, shall hold such
Receivables Assets in trust and shall deliver such Receivables Assets to the
Receivables Collateral Agent upon request.

     

    2.9.         
 UCC
Notices.  If any party hereto shall be required by the UCC or
any other applicable law to give notice to the other of intended disposition of
Receivables Assets or Lender Collateral, respectively, such notice shall be
given in accordance with Section 3.1 hereof
and ten (10) days’ notice shall be deemed to be commercially
reasonable.

     

    2.10.     
   Independent Credit
Investigations.  Neither the Receivables Purchasers, the
Receivables Collateral Agent, the Lender Agent nor the Lenders nor any of their
respective directors, officers, agents or employees shall be responsible to the
other or to any other Person, firm or corporation for the solvency, financial
condition or ability of USS, any other Originator or the Transferor to repay the
Receivables Claim or the Lender Claim, or for the worth of the Receivables
Assets or the Lender Collateral, or for statements of USS, any other Originator,
the Transferor or the Borrower, oral or written, or for the validity,
sufficiency or enforceability of the Receivables Claim, the Lender Claim, the
Receivables Documents, the Loan Documents, the Receivables Collateral Agent’s
interest in the Receivables Assets or the Lenders’ or Lender Agent’s interest in
the Lender Collateral.  The Lenders and the Receivables Purchasers
have entered into their respective agreements with USS, the Transferor or the
Borrower, as applicable, based upon their own independent
investigations.  None of the Lenders, the Receivables Collateral Agent
or the Receivables Purchasers makes any warranty or representation to the other
nor does it rely upon any representation of the other with respect to matters
identified or referred to in this Section
2.10.

     

    2.11.      
  Limitation
on Liability of Parties to Each Other.  Except with respect to
liability for breach of express obligations under this Agreement, no party shall
have any liability to any other party except for liability arising from the
gross negligence or willful misconduct of such party or its
representatives.

     

    2.12.        
Amendments to Loan
Arrangements or to this Agreement.  Each party hereto shall,
upon reasonable request of any other party hereto, provide copies of all
modifications or amendments and copies of all other documentation relevant to
the Receivables Assets or the Lender Collateral.  All modifications or
amendments of this Agreement must be in writing and duly executed by an
authorized officer of each party hereto to be binding and
enforceable.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    2.13.       
 Marshalling of
Assets.  Nothing in this Agreement will be deemed to require
either the Receivables Collateral Agent or the Lender Agent (i) to proceed
against certain property securing the Lender Claim (or any other obligation or
liability under the Credit Agreement or any other Loan Documents) or the
Receivables Claim (or any other obligation or liability under the Receivables
Documents), as applicable, prior to proceeding against other property securing
such Claim or obligations or liabilities or against certain persons guaranteeing
any such obligations or (ii) to marshal the Lender Collateral (or any other
collateral) or the Receivables Assets (as applicable) upon the enforcement of
the Lender Agent’s or the Receivables Collateral Agent’s remedies under the Loan
Documents or Receivables Documents, as applicable.

     

    2.14.      
  Relative
Rights.

     

    (a)           The
relative rights of the Lenders, each as against the other, shall be determined
by agreement among such parties in accordance with the terms of the Loan
Documents.  The Receivables Collateral Agent and the Receivables
Purchasers shall be entitled to rely on the power and authority of the Lender
Agent to act on behalf of all of the Lenders Parties (as defined in the Credit
Agreement) to the extent the provisions hereof have the Lender Agent so
act.

     

    (b)          
 The Lender Agent and the Lenders shall be entitled to rely on the power
and authority of the Receivables Collateral Agent to act on behalf of the
Funding Agents and Receivables Purchasers to the extent the provisions hereof
have the Receivables Collateral Agent so act.

     

    2.15.        
Effect Upon Loan
Documents and Receivables Documents.  By executing this
Agreement, USS and the Transferor agree to be bound by the provisions hereof (i)
as they relate to the relative rights of the Lenders and the Lender Agent with
respect to the property of USS; and (ii) as they relate to the relative rights
of USS, the other Originators, the Transferor, the Receivables Purchasers, the
Funding Agents and/or the Receivables Collateral Agent as creditors of (or
purchasers from) USS, the other Originators or the Transferor, as the case may
be.  USS acknowledges that the provisions of this Agreement shall not
give it any substantive rights as against the Lender Agent or the Lenders and
that nothing in this Agreement shall (except as expressly provided herein)
amend, modify, change or supersede the terms of the Loan Documents as between
USS, the Lender Agent and the Lenders.  The Transferor and USS
acknowledge that the provisions of this Agreement shall not give the Transferor,
USS or any other Originator any substantive rights as against the Receivables
Collateral Agent, the Funding Agents or the Receivables Purchasers and that
nothing in this Agreement shall (except as expressly provided herein) amend,
modify, change or supersede the terms of the Receivables Documents as among the
Transferor, USS, the other Originators, the Receivables Collateral Agent, the
Funding Agents or the Receivables Purchasers.  USS and the Transferor
further acknowledge that the provisions of this Agreement shall not give any
such party any substantive rights as against the other and that nothing in this
Agreement shall amend, modify, change or supersede the terms of the Receivables
Documents as between USS, the other Originators and the Transferor.
Notwithstanding the foregoing, each of the Receivables Collateral Agent (for
itself and on behalf of each Receivables Purchaser), and the Lender Agent (for
itself and on behalf of each Lender) agrees, that, as between themselves, to the
extent the terms and provisions of the other Loan Documents or the Receivables
Documents are inconsistent with the terms and provisions of this Agreement, the
terms and provisions of this Agreement shall control.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    2.16.        
Nature of the Lender
Claim and Modification of Loan Documents.  Each of the
Transferor and the Receivables Collateral Agent (for itself and on behalf of
each Receivables Purchaser) acknowledge that the Lender Claim and other
obligations and liabilities owing under the Loan Documents are, in part,
revolving in nature and that the amount of such revolving indebtedness which may
be outstanding at any time or from time to time may be increased or reduced and
subsequently reborrowed.  The terms of the Loan Documents may be
modified, extended or amended from time to time, and the amount thereof may be
increased or reduced, all without notice or consent by any of the Transferor,
the Receivables Collateral Agent or the Receivables Purchasers and without
affecting the provisions of this Agreement; provided that nothing in
this Section 2.16 (including, without limitation, the next succeeding sentence)
shall be construed to relieve USS of its obligation to comply with the covenants
under the Receivables Documents.  Without in any way limiting the
foregoing, each of the Transferor or the Receivables Collateral Agent (for
itself and on behalf of each Receivables Purchaser) hereby agrees that the
maximum amount of the Lender Claim and other obligations and liabilities owing
under the Loan Documents may be increased at any time and from time to time to
any amount.

     

    2.17.        
Nature of the
Receivables Claim and Modification of Receivables
Documents.  USS and the Lender Agent (for itself and on behalf
of each Lender) acknowledges that the Receivables Claim and other obligations
and liabilities owing under the Receivables Documents are, in part, revolving in
nature and that the amount of such revolving obligations which may be
outstanding at any time or from time to time may be increased or reduced and
subsequently reincurred.  The terms of the Receivables Documents may
be modified, extended or amended from time to time, and the amount thereof may
be increased or reduced, all without notice to or consent by any of USS, the
Lenders or the Lender Agent and without affecting the provisions of this
Agreement; provided
that nothing in this Section 2.17 (including, without limitation, the next
succeeding sentence) shall be construed to relieve USS of its obligation to
comply with the covenants under the Credit Agreement.  Without in any
way limiting the foregoing, each of USS and the Lender Agent (for itself and on
behalf of each Lender) hereby agrees that the maximum amount of the Receivables
Claim and other obligations and liabilities owing under the Receivables
Documents and the amount of Receivables which may be purchased or otherwise
financed pursuant to the Receivables Documents may, in each case, be increased
at any time and from time to time to any amount.

     

    2.18.        
Further
Assurances.  Each of the parties agrees to take such actions as
may be reasonably requested by any other party, whether before, during or after
an Enforcement Period, in order to effect the rules of distribution and
allocation heretofore set forth in this Article 2 and to
otherwise effectuate the agreements made in this Article.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    2.19.        
Termination and
Cessation of Transfer of Receivables.  After the occurrence and
during the continuance of a Lender Event of Default and upon written notice
thereof by the Lender Agent or the Required Lenders to the Receivables
Collateral Agent (a “Receivables Termination
Notice”), the Funding Agents and USS, (i) USS shall terminate and cease
all transfers of Receivables from the Originators to the Transferor and (ii) the
Transferor and the Receivables Collateral Agent, Receivables Purchasers and
Funding Agents shall terminate and cease, or shall cause the termination and
cessation of, all transfers of Receivables from the Transferor to the
Receivables Purchasers or the Funding Agents (all such termination and cessation
under clauses (i) and (ii) to be effective at the close of business on the
Business Day after such Receivables Termination Notice is effective in
accordance with Section 3.1 unless on
the date of such notice USS certifies in writing to the Lender Agent (which
certification USS covenants and agrees to provide, if true) that the Purchased
Interest (as defined in the Receivables Purchase Agreement) exceeds 100%, in
which case all such termination and cessation shall be effective at the close of
business two Business Days after the Receivables Termination Notice is effective
in accordance with Section 3.1); provided that in the case of
a Lender Event of Default resulting from the commencement of a bankruptcy,
insolvency or similar proceeding relating to USS, all transfers of Receivables
immediately and automatically shall terminate and cease without notice of any
kind (except to the extent otherwise required pursuant to an order entered by
the bankruptcy court having jurisdiction over
such  proceeding).  Except as set forth in the immediately
preceding proviso,
nothing contained in this Section shall affect the rights of the Transferor,
Receivables Collateral Agent, Receivables Purchasers or Funding Agents with
respect to Receivables transferred prior to the time when termination and
cessation of such transfers is required to be effective pursuant to the
foregoing provisions of this Section 2.19. The parties hereto acknowledge and
agree that, notwithstanding anything to the contrary in the Receivables Purchase
Agreement or the Purchase and Sale Agreement, delivery of a Receivables
Termination Notice hereunder shall constitute a Termination Event under (and as
defined in) the Receivables Purchase Agreement, and the Receivables Collateral
Agent, the Transferor, the Receivables Purchasers and the Funding Agents shall
be authorized to terminate and cease (or cause the termination and cessation of)
transfers of Receivables as described in clause (ii) of the first sentence of
this Section 2.19.  Neither the Lender Agent nor the Required Lenders
shall deliver a Receivables Termination Notice on any date during the
continuance of any Event of Default if on such date the Total Outstanding Amount
under (and as defined in) the Credit Agreement is zero.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    2.20.        
Blocked
Accounts.  The Receivables Collateral Agent (for itself and on
behalf of the Receivables Purchasers and Funding Agents) hereby consents to the
execution of blocked account agreements with respect to bank accounts currently
held in the name of the Transferor, in accordance with Section 5(b) of the
Security Agreement (it being understood that the Lender Interest in such bank
accounts and amounts held therein shall extend only to Unsold Receivables and
Collections and other proceeds in respect thereof).  The Receivables
Collateral Agent agrees, upon the written request of the Lender Agent (an “Initial Notification Request”)
(a copy of which shall be delivered by the Lender Agent to each Funding Agent
and USS) to provide a written response stating whether or not the Receivables
Documents have been terminated and all monetary obligations under the
Receivables Documents have been satisfied in full and, if such termination and
satisfaction have occurred, to notify the applicable banks as contemplated in
Section 5(b)(i) of the Security Agreement (it being understood that the Lender
Agent shall deliver an Initial Notification Request only if it believes in good
faith belief that the Receivables Documents may have terminated and all monetary
obligations thereunder may have been paid, or if it has been instructed in good
faith by the Required Lenders to make such Initial Notification
Request).  If the Receivables Collateral Agent (i) does not respond in
writing to such Initial Notification Request or (ii) confirms in writing that
the Receivables Documents have been terminated and all monetary obligations
under the Receivables Documents have been satisfied in full, but does not so
notify the applicable banks, in either case within five Business Days of the
effectiveness of such Initial Notification Request, the Lender Agent may deliver
a Final Notification Request (hereinafter defined).  During the
continuance of the Receivables Collateral Agent’s failure to respond or give
requisite notice to the applicable banks, each of the Funding Agents party
hereto agrees, upon the written request of the Lender Agent (a “Final Notification Request”)
(a copy of which shall be delivered by the Lender Agent to the Receivables
Collateral Agent and USS) to state whether or not the Receivables Documents have
been terminated and all monetary obligations under the Receivables Documents
have been satisfied and, if such termination and satisfaction have occurred, to
use all commercially reasonable efforts to cause the Receivables Collateral
Agent to notify the applicable banks as contemplated in Section 5(b)(i) of the
Security Agreement.  If the Funding Agents have not complied with, or
caused the Receivables Collateral Agent to comply with, such Final Notification
Request within three Business Days of the effectiveness of such Final
Notification Request, the Lender Agent shall be entitled to deliver the notice
contemplated in Section 5(b)(i) of the Security Agreement (a copy of which shall
be delivered by the Lender Agent to the Receivables Collateral Agent, each
Funding Agent and USS).  Notwithstanding anything to the contrary in
this Section 2.20, if the Receivables Collateral Agent or any Funding Agent
responds in writing to an Initial Notification Request or a Final Notification
Request within the respective time periods allowed herein for such response, and
such written response states that the Receivables Documents have not terminated
or that all monetary obligations in respect thereof have not been satisfied, the
Lender Agent (regardless of whether it disputes the statements set forth in such
response) shall not be entitled to deliver the notice contemplated in Section
5(b)(i) of the Security Agreement unless and until the Receivables Collateral
Agent or a Funding Agent shall have indicated in writing (or a court of
competent jurisdiction shall have determined) that the Receivables Documents
have terminated and all monetary obligations in respect thereof have been
satisfied.

    


    2.21.        
No
Petition.  The Lender Agent (for itself and on behalf of each
Lender) hereby agrees that, prior to the date which is one year and one day
after date upon which the Receivables Claim is paid in full, it will not
institute against, or join any other Person in instituting against, the
Transferor any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other similar proceeding under any bankruptcy or
similar law of the United States or any state of the United
States.


    


    ARTICLE
3.   MISCELLANEOUS

     

    3.1.           Notices.  All
notices and other communications provided for hereunder shall, unless otherwise
stated herein, be in writing (including telecommunications and communication by
facsimile copy) and delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy or facsimile as to each party
hereto, at its address set forth under its name on the signature pages hereof or
at such other address as shall be designated by such party in a written notice
to the other parties hereto.  All such notices and communications
shall be effective upon receipt or, in the case of notice by telex, when telexed
against receipt of the answerback, or in the case of notice by facsimile copy,
when verbal confirmation of receipt is obtained, in each case addressed as
aforesaid.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    3.2.           Agreement
Absolute.  Each of the Receivables Collateral Agent and the
Receivables Purchasers shall be deemed to have entered into the Receivables
Documents in express reliance upon this Agreement and the Lenders and the Lender
Agent shall be deemed to have entered into the Loan Documents in express
reliance upon this Agreement.  This Agreement may not be modified or
amended, except in accordance with Section 2.12.  This Agreement shall
be applicable both before and after the filing of any petition by or against
USS, any other Originator or the Transferor under the U.S. Bankruptcy Code and
all references herein to USS, any other Originator or the Transferor shall be
deemed to apply to a debtor-in-possession for such party and all allocations of
payments between the Lenders and the Receivables Purchasers shall, subject to
any court order to the contrary, continue to be made after the filing of such
petition on the same basis that the payments were to be applied prior to the
date of the petition.

     

    3.3.           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.  The successors and assigns for USS, the other Originators
and the Transferor shall include a debtor-in-possession or trustee of or for
such party.  The successors and assigns for the Lenders, the
Receivables Purchasers, the Funding Agents, the Lenders Agent and the
Receivables Collateral Agent, as the case may be, shall include any successor
Lenders, Receivables Purchasers, the Funding Agents, Lender Agent and
Receivables Collateral Agent, as the case may be, appointed under the terms of
the Loan Documents or the Receivables Documents, as applicable.  Each
of the Lender Agent (for itself and on behalf of each Lender) and the
Receivables Collateral Agent (for itself and on behalf of each Receivables
Purchaser), as the case may be, agrees not to transfer any interest it may have
in the Loan Documents or the Receivables Documents unless such transferee has
been notified of the existence of this Agreement and has agreed to be bound
hereby.  If the financing provided under the Credit Agreement shall be
refinanced, replaced or refunded, USS, the Transferor and the Receivables
Collateral Agent hereby agree, at the request of the agent or lenders under the
credit facility that so refinances, replaces or refunds the financing under the
Credit Agreement, to execute and deliver a new intercreditor agreement with such
agent and/or lenders on substantially the same terms as herein
provided.  If the financing provided under the Receivables Documents
shall be refinanced, replaced or refunded, the Lender Agent (for itself and on
behalf of each Lender) hereby agrees that, at the request of the agent or
purchasers under the facility that so refinances, replaces or refunds the
financing under the Receivables Documents, to execute and deliver a new
intercreditor agreement with such agent and/or purchasers on substantially the
same terms as herein provided.

     

    3.4.           Beneficiaries.  The
terms and provisions of this Agreement shall be for the sole benefit of the
parties hereto, the Lenders, the Funding Agents and the Receivables Purchasers
and their respective successors and assigns, and no other Person shall have any
right, benefit or priority by reason of this Agreement.

     

    3.5.           GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 OF
THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT
REGARD TO CONFLICTS OF LAW PROVISIONS).


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    3.6.          
Section
Titles.  The article and section headings contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties
hereto.

     

    3.7.           Severability.  Any
provision of this Agreement that 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 or thereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

     

    3.8.           Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.

     

    3.9.           Effectiveness.  This
Agreement shall become effective as of the date hereof on the date on which each
of the Lender Agent and the Receivables Collateral Agent shall have received
duly executed counterparts hereof signed by each of the parties hereto (or, in
the case of any such Person as to which an executed counterpart shall not have
been received, receipt by the Lender Agent and the Receivables Collateral Agent
in a form satisfactory to it of a telex, facsimile or other written confirmation
from such Person that it has executed a counterpart hereof or a consent hereto,
as applicable).

     

    3.10.        
Amendments.  Neither
this Agreement nor any provision hereof may be waived, amended, modified or
terminated except pursuant to an agreement or agreements in writing entered into
by each of the parties hereto, in the case of the Funding Agents and the
Receivables Collateral Agent, with the consent of such parties as are required
to consent thereto under the Receivables Documents and, in the case of the
Lender Agent, with the consent of the Required Lenders (as such term is defined
in the Credit Agreement).

     

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

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                PNC
      BANK, NATIONAL ASSOCIATION,

                              
	
                                as
      a Funding Agent

                              
	 	 
	
                                By: 

                              	
                                /s/
      William P. Falcon

                              
	
                                Name:

                              	
                                William
      P. Falcon

                              
	
                                Title:

                              	
                                Vice
      President

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          	
                  Address:

                	 	
                  One
      PNC Plaza, 26th Floor

                
	 
      	 	
                  249
      Fifth Avenue

                
	 
      	 	
                  Pittsburgh,
      PA  15222¬2707

                
	
                  Attention:

                	 	
                  William
      Falcon

                
	
                  Telecopy:

                	 	
                  (412)
      762-9184

                


        

      

    

    
       

      
        And for
delivery of any Initial Notice Request, Final Notice Request, or notice
contemplated in Section 5(b)(i) of the Security Agreement, by mail and telecopy
to each of the addressees listed below:

        


        PNC Bank,
National Association

        One
PNC
Plaza, 26th Floor 

        249 Fifth
Avenue


        Pittsburgh,
PA 15222-2707

        Attention:
William Falcon 

        Telecopy:
(412)
762-9184

        


        PNC Bank,
National Association

        One
PNC
Plaza, 26th Floor 

        249 Fifth
Avenue


        Pittsburgh,
PA 15222-2707

        Attention:
Jason Rising 

        Telecopy:
(412)
762-9184

        


        PNC Bank,
National Association 

        One
PNC
Plaza, 26th Floor 

        249 Fifth
Avenue


        Pittsburgh,
PA 15222-2707

        Attention:
Mark Falcione 

        Telecopy:
(412)
762-9184

        


        PNC Bank,
National Association 

        One
PNC
Plaza, 26th Floor 

        249
Fifth Avenue


        Pittsburgh,
PA 15222-2707

        Attention:
David Gookin 

        Telecopy:
(412)
762-6484


      

    

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  THE
      BANK OF NOVA SCOTIA,

                
	 
      	
                  as
      a Funding Agent and as Receivables Collateral
  Agent

                


        

      

    

    


    
      
        
          
            	
                    By:

                  	
                    /s/ Darren Ward

                  
	 
      	
                    Name:
      Darren Ward

                  
	 
      	
                    Title:  
      Director

                  


          

        

      

    

    


    
      
        
          	
                  Address:

                	 	
                  One
      Liberty Plaza

                
	 
      	 	
                  New
      York, NY 10006

                
	
                  Attention:

                	 	
                  Darren
      Ward

                
	
                  Telecopy:

                	 	
                  (212)
      225-5274

                


        

      

    

    
       

      And for
delivery of any Initial Notice Request, Final Notice Request, or notice
contemplated in Section 5(b)(i) of the Security Agreement, by mail and telecopy
to each of the addressees listed below:

       

      
        
          
            
              
                	
                        The
      Bank of Nova Scotia

                        One
      Liberty Plaza

                        New
      York, NY 10006

                        Attention:
      Darren Ward

                        Telecopy:
      (212) 225-5274

                      	 
      	
                        The
      Bank of Nova Scotia

                        181
      West Madison Street

                        Suite
      3700

                        Chicago,
      IL 60602

                        Attention:
      Dave Vishny

                        Telecopy:
      (312) 201-4108

                      	 
	 
      	 
      	 
      	 
	
                        The
      Bank of Nova Scotia

                        One
      Liberty Plaza

                        New
      York, NY 10006

                        Attention:
      Alan Edwards

                        Telecopy:
      (212) 225-5274

                      	 
      	
                        The
      Bank of Nova Scotia

                        181
      West Madison Street

                        Suite
      3700

                        Chicago,
      IL 60602

                        Attention:
      Shrish Patel

                        Telecopy:
      (312) 201-4108

                      	 
	 
      	 
      	 
      	 
	
                        The
      Bank of Nova Scotia

                        One
      Liberty Plaza

                        New
      York, NY 10006

                        Attention:
      Norman Last

                        Telecopy:
      (212) 225-5274

                      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                        The
      Bank of Nova Scotia

                        One
      Liberty Plaza

                        New
      York, NY 10006

                        Attention:
      William Sun

                        Telecopy:
      (212) 225-5290

                      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                        The
      Bank of Nova Scotia

                        One
      Liberty Plaza

                        New
      York, NY 10006

                        Attention:
      Judy Bookal

                        Telecopy:
      (212) 225-5290

                      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                        The
      Bank of Nova Scotia

                        One
      Liberty Plaza

                        New
      York, NY 10006

                        Attention:
      Vilma Pindling

                        Telecopy:
      (212) 225-6465

                      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                        The
      Bank of Nova Scotia

                        One
      Liberty Plaza

                        New
      York, NY 10006

                        Attention:
      Cheryl Williams

                        Telecopy:
      (212) 225-6465

                      	 
      	 
      	 


              

            

          

        

      

    

     

    
      
        	 
      	
                JPMORGAN
      CHASE BANK, N.A.,

              
	 
      	
                as
      Lender Agent

              


      

    

    


    
      
        	
                By:

              	
                /s/ Stacey L.Haimes

              
	 
      	
                Name:
      Stacey L.Haimes

              
	 
      	
                Title:  
      Executive Director

              


      

    

    


    
      
        
          	
                  Address:

                	 	
                  270
      Park Avenue, 4th Floor

                
	 
      	 	
                  New
      York, New York 10017

                
	
                  Attention:

                	 	
                  Jennifer
      Heard

                
	
                  Telecopy:

                	 	
                  (212)
      270-5100

                


        

      

    

    


    
      
        	 
      	
                U.
      S. STEEL RECEIVABLES LLC,

              
	 
      	
                as
      Transferor

              


      

    

    


    
      
        	
                By:

              	
                /s/ L. T. Brockway

              
	 
      	
                Name:
      L. T. Brockway

              
	 
      	
                Title:  
      Vice President

              


      

    

    


    
      
        
          	
                  Address:

                	 	
                  600
      Grant Street, Room 1311

                
	 
      	 	
                  Pittsburgh,
      PA 15219

                
	 
      	 	 
      
	
                  Attention:

                	 	
                  Treasurer

                
	
                  Telecopy:

                	 	
                  412-433-4765

                


        

      

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    
      
        	
                UNITED
      STATES STEEL CORPORATION,

              
	
                as
      Originator, as Servicer and as Borrower

              
	
                By:

              	
                /s/ L. T. Brockway

              
	 
      	
                Name:
      L. T. Brockway

              
	 
      	
                Title:  
      Vice President &
Treasurer

              


      

    

    


    
      
        
          	
                  Address:

                	 	
                  600
      Grant Street, Room 1311

                
	 
      	 	
                  Pittsburgh,
      PA 15219

                
	 
      	 	 
      
	
                  Attention:

                	 	
                  Treasurer

                
	
                  Telecopy:

                	 	
                  412-433-4765

                


        

      

    

     

    Accepted
and Agreed:

    


    JPMORGAN
CHASE BANK,

    as
Administrative Agent and Collateral

    Agent
under the Credit Agreement

    


    
      
        
          
            
              	
                      By:

                    	
                      /s/ Stacey L.Haimes

                    
	 
      	
                      Name:
      Stacey L.Haimes

                    
	 
      	
                      Title:
      Executive
Director

                    


            

          

        

      

    


    
      
         


      

      
        20